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: June 23, 1999
(Date of earliest event reported)
NATIONSLINK FUNDING CORPORATION
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-66805-03 56-1950039
- --------------------------------------------------------------------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
Bank of America Corporate Center, 100 North Tryon Street, Charlotte, NC 28255
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 386-2400
<PAGE>
ITEM 5. OTHER EVENTS.
Attached as Exhibit 4 is the Pooling and Servicing Agreement (as
defined below) for the NationsLink Funding Corporation, Commercial Mortgage
Pass-Through Certificates, Series 1999-SL (the "CERTIFICATES"). On May 27, 1999,
NationsLink Funding Corporation (the "COMPANY") caused the issuance, pursuant to
a Pooling and Servicing Agreement, dated as of May 1, 1999 (the "POOLING AND
SERVICING AGREEMENT"), by and among the Company, as depositor, Bank of America
NT&SA, as mortgage loan seller and as primary servicer, Banc One Capital
Markets, LLC, as master servicer and as special servicer, LaSalle Bank National
Association, as trustee and REMIC Administrator, and ABN AMRO Bank N.V., as
fiscal agent, of the Certificates, issued in sixteen classes. The Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-1V, Class B,
Class C, and Class D Certificates (the "PUBLICLY OFFERED CERTIFICATES"), with an
aggregate principal balance as of May 1, 1999 (the "CUT-OFF DATE") of
$1,093,048,075 were sold to Banc of America Securities LLC ("BANC OF AMERICA")
pursuant to an Underwriting Agreement, dated May 20, 1999, by and between Banc
of America, as underwriter, and the Company.
Attached as Exhibit 8 is the opinion of Cadwalader, Wickersham &
Taft, special tax counsel to the Company, regarding tax matters (the "TAX
MATTERS OPINION"), provided in connection with the issuance of the Certificates.
Capitalized terms used herein and not defined herein have the same
meanings ascribed to such terms in the Pooling and Servicing Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 4 Pooling and Servicing 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 behalf of the
Registrant by the undersigned thereunto duly authorized.
NATIONSLINK FUNDING CORPORATION
By: /S/ JAMES E. NAUMANN
---------------------------------
Name: James E. Naumann
Title: Senior Vice President
Date: June 23, 1999
<PAGE>
EXHIBIT INDEX
Item 601(a) of Regulation
S-k Exhibit No. Description
- ------------------------- -----------
4 Pooling and Servicing Agreement
8 Tax Matters Opinion
================================================================================
NATIONSLINK FUNDING CORPORATION,
Depositor,
BANK OF AMERICA NT&SA
Mortgage Loan Seller and Primary Servicer,
BANC ONE MORTGAGE CAPITAL MARKETS, LLC,
Master Servicer and Special Servicer,
LASALLE BANK NATIONAL ASSOCIATION,
Trustee and REMIC Administrator,
and
ABN AMRO BANK N.V.,
Fiscal Agent,
---------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 1999
---------------------------------
$1,178,488,493
Commercial Mortgage Pass-Through Certificates
Series 1999-SL
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL AND THE
CERTIFICATES
SECTION 1.01 Defined Terms....................................................
SECTION 1.02 Certain Calculations in Respect of the Mortgage Pool.............
SECTION 1.03 Incorporation of Preliminary Statement...........................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Mortgage Loans.....................................
SECTION 2.02 Acceptance of REMIC I by Trustee.................................
SECTION 2.03 Mortgage Loan Seller's Repurchase of Mortgage Loans for Document
Defects and Certain Breaches of Representations and Warranties.
SECTION 2.04 Representations and Warranties of the Depositor..................
SECTION 2.05 Representations and Warranties of the Mortgage Loan Seller.......
SECTION 2.06 Representations and Warranties of Master Servicer................
SECTION 2.07 Representations and Warranties of the Primary Servicer...........
SECTION 2.08 Representations and Warranties of the Special Servicer...........
SECTION 2.09 Representations and Warranties of the Trustee and the REMIC
Administrator..................................................
SECTION 2.10 Creation of the REMIC I Regular Interests and Class R-I Residual
Interest.......................................................
SECTION 2.11 Conveyance of REMIC I Regular Interests; Acceptance of
REMIC II by the Trustee........................................
SECTION 2.12 Creation of the REMIC II Regular Interests and Class R-II
Residual Interest................................................
SECTION 2.13 Conveyance of REMIC II Regular Interests; Acceptance of REMIC III
by the Trustee.................................................
SECTION 2.14 Creation of REMIC III Regular Interests and Class R-III Residual
Interest.......................................................
SECTION 2.15 Conveyance of REMIC III Regular Interests; Acceptance of REMIC IV
by the Trustee.................................................
SECTION 2.16 Creation of REMIC IV Regular Interests and Class R-IV Residual
Interest.......................................................
SECTION 2.17 Conveyance of REMIC IV Regular Interests; Acceptance of Grantor
Trust by the Trustee...........................................
SECTION 2.18 Issuance of the Certificates.....................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01 Administration of the Mortgage Loans.............................
SECTION 3.02 Collection of Mortgage Loan Payments.............................
SECTION 3.03 Collection of Taxes, Assessments and Similar Items; Servicing
Accounts; Servicing Advances; Reserve Accounts.................
SECTION 3.04 Certificate Account, Master Certificate Account and Distribution
Accounts.......................................................
SECTION 3.05 Permitted Withdrawals From the Certificate Account and the
Distribution Account...........................................
SECTION 3.06 Investment of Funds in the Certificate Account, the Master
Certificate Account and the REO Account........................
SECTION 3.07 Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage..............................................
SECTION 3.08 Enforcement of Due-On-Sale Clauses; Assumption Agreements;
Subordinate Financing..........................................
SECTION 3.09 Realization Upon Defaulted Mortgage Loans........................
SECTION 3.10 Trustee to Cooperate; Release of Mortgage Files..................
SECTION 3.11 Servicing Compensation; Interest on Servicing Advances; Payment
of Certain Expenses; Obligations of the Master Servicer and
the Trustee Regarding Back-up Servicing Advances..............
SECTION 3.12 Inspections; Collection of Operating Statements; Rent Rolls......
SECTION 3.13 Annual Statement as to Compliance................................
SECTION 3.14 Reports by Independent Public Accountants........................
SECTION 3.15 Access to Certain Information....................................
SECTION 3.16 Title to REO Property; REO Account...............................
SECTION 3.17 Management of REO Property.......................................
SECTION 3.18 Sale of Mortgage Loans and REO Properties........................
SECTION 3.19 Additional Obligations of the Primary Servicer and the Special
Servicer.......................................................
SECTION 3.20 Modifications, Waivers, Amendments and Consents..................
SECTION 3.21 Transfer of Servicing Between Primary Servicer and Special
Servicer; Record Keeping; Asset Strategies Report..............
SECTION 3.22 Sub-Servicing Agreements.........................................
SECTION 3.23 Termination of the Special Servicer by the Majority
Certificateholder of the Controlling Class.....................
SECTION 3.23A Termination of the Primary Servicer .............................
SECTION 3.24 Confidentiality..................................................
SECTION 3.25 No Solicitation of Prepayments...................................
SECTION 3.26 Certain Matters with Respect to Franchise Loans and Certain Loans
Permitting Additional Debt.....................................
SECTION 3.27 Year 2000 Compliance.............................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS
SECTION 4.01 Distributions on the Certificates................................
SECTION 4.02 Statements to Certificateholders; Certain Reports by the Master
Servicer, the Primary Servicer and the Special Servicer........
SECTION 4.03 P&I Advances.....................................................
SECTION 4.04 Allocation of Realized Losses and Additional Trust Fund Expenses.
SECTION 4.05 Determination of LIBOR...........................................
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The Certificates.................................................
SECTION 5.02 Registration of Transfer and Exchange of Certificates............
SECTION 5.03 Book-Entry Certificates..........................................
SECTION 5.04 Mutilated, Destroyed, Lost or Stolen Certificates................
SECTION 5.05 Persons Deemed Owners............................................
SECTION 5.06 Certification by Certificate Owners..............................
SECTION 5.07 Regarding the Identification of Certain Certificateholders.......
ARTICLE VI
THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE PRIMARY
SERVICER, THE SPECIAL SERVICER AND THE REMIC ADMINISTRATOR
SECTION 6.01 Liability of the Depositor, the Mortgage Loan Seller, the Master
Servicer, the Primary Servicer, the Special Servicer and the
REMIC Administrator............................................
SECTION 6.02 Merger, Consolidation or Conversion of the Depositor, the
Mortgage Loan Seller, the Master Servicer, the Primary
Servicer, the Special Servicer or the REMIC Administrator......
SECTION 6.03 Limitation on Liability of the Depositor, the Master Servicer,
the Primary Servicer, the Special Servicer, the REMIC
Administrator and Others.......................................
SECTION 6.04 Master Servicer, Primary Servicer, Special Servicer and REMIC
Administrator Not to Resign....................................
SECTION 6.05 Rights of the Depositor and the Trustee in Respect of the Master
Servicer, the Primary Servicer, the Special Servicer and the
REMIC Administrator............................................
ARTICLE VII
DEFAULT
SECTION 7.01 Events of Default................................................
SECTION 7.02 Trustee to Act; Appointment of Successor.........................
SECTION 7.03 Notification to Certificateholders...............................
SECTION 7.04 Waiver of Events of Default......................................
SECTION 7.05 Additional Remedies of Trustee Upon Event of Default.............
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 Duties of Trustee................................................
SECTION 8.02 Certain Matters Affecting the Trustee............................
SECTION 8.03 Trustee and Fiscal Agent Not Liable for Validity or Sufficiency
of Certificates or Mortgage Loans..............................
SECTION 8.04 Trustee May Own Certificates.....................................
SECTION 8.05 Fees of Trustee; Indemnification of Trustee......................
SECTION 8.06 Eligibility Requirements for Trustee.............................
SECTION 8.07 Resignation and Removal of the Trustee...........................
SECTION 8.08 Successor Trustee................................................
SECTION 8.09 Merger or Consolidation of Trustee or Fiscal Agent...............
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee....................
SECTION 8.11 Appointment of Custodians........................................
SECTION 8.12 Access to Certain Information....................................
SECTION 8.13 Filings with the Securities and Exchange Commission..............
SECTION 8.14 Fiscal Agent Appointed; Concerning the Fiscal Agent..............
ARTICLE IX
TERMINATION
SECTION 9.01 Termination Upon Repurchase or Liquidation of All Mortgage Loans.
SECTION 9.02 Additional Termination Requirements..............................
ARTICLE X
ADDITIONAL REMIC PROVISIONS
SECTION 10.01 REMIC Administration.............................................
SECTION 10.02 Depositor, Master Servicer, Primary Servicer, Special Servicer
and Trustee to Cooperate with REMIC Administrator..............
SECTION 10.03 Fees of the REMIC Administrator..................................
SECTION 10.04 Use of Agents....................................................
SECTION 10.05 Grantor Trust Administration.....................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment........................................................
SECTION 11.02 Recordation of Agreement; Counterparts...........................
SECTION 11.03 Limitation on Rights of Certificateholders.......................
SECTION 11.04 Governing Law....................................................
SECTION 11.05 Notices..........................................................
SECTION 11.06 Severability of Provisions.......................................
SECTION 11.07 Successors and Assigns; Beneficiaries............................
SECTION 11.08 Article and Section Headings.....................................
SECTION 11.09 Notices to and from Rating Agencies..............................
SECTION 11.10 Requests for Information; Standing Requests......................
<PAGE>
LIST OF EXHIBITS AND SCHEDULES
EXHIBIT A-1 Form of Class A-1 Certificate
EXHIBIT A-2 Form of Class A-2 Certificate
EXHIBIT A-3 Form of Class A-3 Certificate
EXHIBIT A-4 Form of Class A-4 Certificate
EXHIBIT A-5 Form of Class A-5 Certificate
EXHIBIT A-6 Form of Class A-6 Certificate
EXHIBIT A-7 Form of Class A-1V Certificate
EXHIBIT A-8 Form of Class B Certificate
EXHIBIT A-9 Form of Class C Certificate
EXHIBIT A-10 Form of Class D Certificate
EXHIBIT A-11 Form of Class E Certificate
EXHIBIT A-12 Form of Class F Certificate
EXHIBIT A-13 Form of Class G Certificate
EXHIBIT A-14 Form of Class X Certificate
EXHIBIT A-15 Form of Class P Certificate
EXHIBIT A-16 Form of Class R Certificate
EXHIBIT B Form of Investment Representation Letter
EXHIBIT C-1 Form of Transfer Affidavit and Agreement Pursuant to
Section 5.02(d)(i)(B)
EXHIBIT C-2 Form of Transferor Certificate Pursuant to
Section 5.02(d)(i)(D)
EXHIBIT D Request for Release
EXHIBIT E Form of REO Status Report
EXHIBIT F Form of ERISA Representation Letter
EXHIBIT G Form of Certificateholder Confirmation Certificate
EXHIBIT H Form of Prospective Purchaser Certificate
EXHIBIT I Form of Interim Custodial Certification
EXHIBIT J Form of Final Custodial Certification
EXHIBIT K Form of Operating Statement Analysis Report
EXHIBIT L Form of Blanket Assignment
SCHEDULE I Mortgage Loan Schedule
SCHEDULE II Exceptions to Mortgage Loan Representation (xvii) Loans with
Delinquent Taxes
SCHEDULE III Exceptions to Mortgage Loan Representation (xxxix) (A)
Concerning Recording and Encumbrance
SCHEDULE IV Exceptions to Mortgage Loan Representation (xxxix) (B)
Concerning Assignability
SCHEDULE V Exceptions to Mortgage Loan Representation (xxxix)(F)
Concerning Notices of Default
SCHEDULE VI Exceptions to Mortgage Loan Representation (xliv) Mortgaged
Properties Not Inspected Within 24 Months Prior to the
Cutoff Date
SCHEDULE VII Exceptions to Mortgage Loan Representation (xlvii) Mortgage
Loans Not Requiring Annual Operating Statements
SCHEDULE VIII Schedule of Exceptions to Mortgage File Delivery
<PAGE>
This Pooling and Servicing Agreement (this "AGREEMENT"), is dated
and effective as of May 1, 1999, among NATIONSLINK FUNDING CORPORATION, as
Depositor, Bank of America NT&SA, as Mortgage Loan Seller and as Primary
Servicer, BANC ONE MORTGAGE CAPITAL MARKETS, LLC, as Master Servicer and as
Special Servicer, LASALLE BANK NATIONAL ASSOCIATION, as Trustee and as REMIC
Administrator, and ABN AMRO Bank N.V., as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell Certificates, to be issued hereunder
in multiple Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust to be created hereunder.
As provided herein, the Trustee will elect that the Trust Fund be
treated for federal income tax purposes as four separate real estate mortgage
investment conduits ("REMIC I", "REMIC II", "REMIC III" and "REMIC IV,"
respectively) and a grantor trust (the "Grantor Trust"). The Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-1V, Class B, Class C,
Class D, Class E, Class F and Class G Certificates represent interests in
"regular interests" in REMIC IV and in other assets of the Grantor Trust, the
Class X Certificates represent interests in "regular interests" in REMIC IV
subject to certain obligations of the Grantor Trust, the Class R Certificates
represent the sole class of "residual interest" in each of REMIC I, REMIC II,
REMIC III and REMIC IV for purposes of the REMIC Provisions, and the Class P
Certificates represent interests in the Grantor Trust. The Class L1T1, Class
L1T2 and Class L1T3 Uncertificated Interests constitute "regular interests" in
REMIC I; the Class L2T1, Class L2T1N, Class L2T2, Class L2T2N, Class L2T3 and
Class L2T3N Uncertificated Interests constitute "regular interests" in REMIC II;
the Class MA1, Class MA2, Class MA3, Class MA4, Class MA5, Class MA6, Class
MA1V, Class MB, Class MC, Class MD, Class ME, Class MF, Class MG and Class MX
Uncertificated Interests constitute "regular interests" in REMIC III; and the
Class UA1, Class UA2, Class UA3, Class UA4, Class UA5, Class UA6, Class UA1V,
Class UB, Class UC, Class UD, Class UE, Class UF, Class UG, Class UX1 and Class
UX2 Uncertificated Interests constitute "regular interests" in REMIC IV created
hereunder for purposes of the REMIC Provisions.
The following table sets forth the designation, the Pass-Through
Rate, and the Initial Class Principal Balance for each of the Classes of
Certificates:
INITIAL CLASS
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE
- ----------- ----------------- -----------------
Class A-1 5.805% per annum $264,690,383
Class A-2 6.096% per annum $75,459,076
Class A-3 6.297% per annum $43,385,473
Class A-4 6.654% per annum $101,223,518
Class A-5 6.888% per annum $71,067,402
Class A-6 6.608% per annum $85,328,198
Class A-1V Variable(1) $325,206,513
Class B 6.922% per annum(2) $47,139,539
Class C 7.217% per annum(2) $41,247,097
Class D 7.559% per annum(2) $38,300,876
Class E 6.000% per annum(2) $20,623,548
Class F 6.500% per annum(2) $47,139,539
Class G 6.500% per annum(2) $17,677,331
Class X N/A(3) $1,178,488,493(3)
Class P N/A (4) N/A (4)
Class R N/A(5) N/A(5)
- -------------------------------
(1) Calculated in accordance with the definition of "Class A-1V Pass-Through
Rate".
(2) The Pass-Through Rates for the Class B, Class C, Class D, Class E, Class F
and Class G Certificates for each Distribution Date shall not exceed the
Fixed Rate Available Funds Cap Rate for such Class for such Distribution
Date.
(3) The Class X Certificates will not have a Pass-Through Rate or a Class
Principal Balance, but have a Class Notional Amount equal to the aggregate
Stated Principal Balance of the Mortgage Loans from time to time, and will
be entitled to a portion of Excess Cash Flow not applied to payments on
the Principal Balance Certificates as described in Section 4.01(e).
(4) The Class P Certificates will not have a Pass-Through Rate, a Class
Principal Balance, or a Class Notional Amount and will be entitled only to
Prepayment Premiums received with respect to the Mortgage Loans.
(5) The Class R Certificates represent the residual interests in REMIC I,
REMIC II, REMIC III and REMIC IV bearing no Pass-Through Rate and having
no Class Principal Balance or Class Notional Amount.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class
A-6 Certificates collectively are sometimes referred to in this Agreement as the
"Fixed Rate Senior Certificates." The Fixed Rate Senior Certificates and the
Class A-1V Certificates collectively are sometimes referred to in this Agreement
as the "Senior Certificates". The Class B, Class C, Class D, Class E, Class F
and Class G Certificates collectively are sometimes referred to in this
Agreement as the "Subordinated Principal Balance Certificates." The Senior
Certificates and the Subordinated Principal Balance Certificates collectively
are sometimes referred to in this Agreement as the "Principal Balance
Certificates." The Subordinated Principal Balance Certificates, the Class X
Certificates and the Class R Certificates collectively are sometimes referred to
in this Agreement as the "Subordinated Certificates".
The following table sets forth the designation, the initial
Uncertificated Principal Balances and per annum rates of interest for the REMIC
IV Regular Interests:
REMIC IV
REGULAR INTEREST REMIC IV INITIAL UNCERTIFICATED
DESIGNATION REMITTANCE RATE PRINCIPAL BALANCE
- ------------ --------------- -----------------
Class UA1 5.805% per annum(1) $264,690,383(2)
Class UA2 6.096% per annum(1) $75,459,076(2)
Class UA3 6.297% per annum(1) $43,385,473(2)
Class UA4 6.654% per annum(1) $101,223,518(2)
Class UA5 6.888% per annum(1) $71,067,402(2)
Class UA6 6.608% per annum(1) $85,328,198(2)
Class UA1V Variable (3) $325,206,513(2)
Class UB 6.922% per annum(1) $47,139,539(2)
Class UC 7.217% per annum(1) $41,247,097(2)
Class UD 7.559% per annum(1) $38,300,876(2)
Class UE 6.000% per annum(1) $20,623,548(2)
Class UF 6.500% per annum(1) $47,139,539(2)
Class UG 6.500% per annum(1) $17,677,331(2)
Class UX1 Variable(4) $1,178,488,493(5)
Class UX2 (6) N/A(6)
- -------------------------------
(1) The Remittance Rates for the Class UA1, Class UA2, Class UA3, Class UA4,
Class UA5, Class UA6, Class UB, Class UC, Class UD, Class UE, Class UF,
and Class UG Uncertificated Interests for each Distribution Date shall not
exceed the Weighted Average Adjusted Net Mortgage Rate for such
Distribution Date.
(2) The Uncertificated Principal Balance of the Class UA1, Class UA2, Class
UA3, Class UA4, Class UA5, Class UA6, Class UA1V, Class UB, Class UC,
Class UD, Class UE, Class UF and Class UG Uncertificated Interests from
time to time will be equal to the Class Principal Balance of the
Corresponding Class of Certificates.
(3) The Remittance Rate for the Class UA1V Uncertificated Interest for each
Distribution Date shall be the lesser of the Class A-1V Adjusted
Pass-Through Rate and the Weighted Average Net Mortgage Rate, and shall
accrue on a 30/360 Basis.
(4) The Remittance Rate for the Class UX1 Uncertificated Interest is the
Weighted Average Component Pass-Through Rate. Distributions to which the
Class UX1 Uncertificated Interest is entitled will be reduced by any
portion of Excess Cash Flow applied to principal of the Principal Balance
Certificates which is allocated to the Class UX1 Uncertificated Interest,
and increased by any Base Principal Distribution Amount allocated to the
Class UX1 Uncertificated Interest, as set forth in Section 4.01(b).
(5) The Class UX1 Uncertificated Interest will have no Uncertificated
Principal Balance, but rather will have a Class Notional Amount from time
to time equal to the aggregate of the Uncertificated Principal Balances of
the REMIC III Regular Interests (other than the Class MX Uncertificated
Interest).
(6) The Class UX2 Uncertificated Interest will not have a Remittance Rate or
an Uncertificated Principal Balance, or a Class Notional Amount and will
represent the entitlement to all amounts paid on the Class MX
Uncertificated Interest.
REMIC III
The following table sets forth the designation, the initial
Uncertificated Principal Balances and per annum rates of interest for the REMIC
III Regular Interests:
REMIC III
REGULAR INTEREST REMIC III INITIAL UNCERTIFICATED
DESIGNATION REMITTANCE RATE PRINCIPAL BALANCE
- ----------- --------------- -----------------
Class MA1 (1) $264,690,383(2)
Class MA2 (1) $75,459,076(2)
Class MA3 (1) $43,385,473(2)
Class MA4 (1) $101,223,518(2)
Class MA5 (1) $71,067,402(2)
Class MA6 (1) $85,328,198(2)
Class MA1V (1) $325,206,513(2)
Class MB (1) $47,139,539(2)
Class MC (1) $41,247,097(2)
Class MD (1) $38,300,876(2)
Class ME (1) $20,623,548(2)
Class MF (1) $47,139,539(2)
Class MG (1) $17,677,331(2)
Class MX (3) N/A
- ----------------------------
(1) The Remittance Rate for each Class of REMIC III Regular Interests (other
than the Class MX Uncertificated Interest) is the Weighted Average
Adjusted Net Mortgage Rate. Distributions of interest to which each Class
of REMIC III Regular Interests (other than the Class MX Uncertificated
Interest) is entitled will be reduced by a pro rata share of any portion
of Excess Cash Flow applied to principal of the Principal Balance
Certificates which is allocated to the Class UX1 Uncertificated Interest
and increased by any Base Principal Distribution Amount allocated to the
Class UX1 Uncertificated Interest, as set forth in Section 4.01(b).
(2) The Uncertificated Principal Balances of the Class MA1, Class MA2, Class
MA3, Class MA4, Class MA5, Class MA6, Class MA1V, Class MB, Class MC,
Class MD, Class ME, Class MF and Class MG Uncertificated Interests from
time to time will be equal to the Class Principal Balance of the
Corresponding Class of Certificates.
(3) The Class MX Uncertificated Interests will not have a Remittance Rate or
an Uncertificated Principal Balance or a Class Notional Amount, but will
represent the entitlement to all amounts paid on the Class L2T1N, Class
L2T2N and Class L2T3N Uncertificated Interests, reduced by any portion of
Excess Cash Flow applied to principal of the Principal Balance
Certificates which is allocated to the Class UX2 Uncertificated Interest,
and increased by any Base Principal Distribution Amount allocated to the
Class UX2 Uncertificated Interest, all as set forth in Section 4.01(b).
REMIC II
The following table sets forth the designation, the initial
Uncertificated Principal Balances and per annum rates of interest for the REMIC
II Regular Interests:
REMIC II
REGULAR INTEREST REMIC II INITIAL UNCERTIFICATED
DESIGNATION REMITTANCE RATE PRINCIPAL BALANCE
- ----------- --------------- -----------------
Class L2T1 (1) $1,154,918,723(2)
Class L2T2 (1) $11,784,885(2)
Class L2T3 (1) $11,784,885(2)
Class L2T1N (3) N/A(4)
Class L2T2N (3) N/A(4)
Class L2T3N (3) N/A(4)
- ---------------------------------
(1) Calculated in accordance with the definition of "REMIC II Non-IO
Remittance Rate".
(2) The Uncertificated Principal Balances of the Class L2T1, Class L2T2 and
Class L2T3 Uncertificated Interests from time to time will be equal to the
Uncertificated Principal Balance of the Corresponding Class of REMIC I
Regular Interests.
(3) Calculated in accordance with the definition of "REMIC II IO Remittance
Rate".
(4) The Class L2T1N, Class L2T2N and Class L2T3N Uncertificated Interests will
not have an Uncertificated Principal Balance; rather, such Classes of
REMIC II Regular Interests will accrue interest as provided herein on a
Class Notional Amount equal to the Uncertificated Principal Balance of the
Corresponding Class of REMIC I Regular Interests.
REMIC I
The following table sets forth the designation, the initial
Uncertificated Principal Balances and per annum rates of interest for the REMIC
I Regular Interests:
REMIC I
REGULAR INTEREST REMIC I INITIAL UNCERTIFICATED
DESIGNATION REMITTANCE RATE PRINCIPAL BALANCE
- ----------- --------------- -----------------
Class L1T1 (1) $1,154,918,723(2)
Class L1T2 (1) $11,784,885(3)
Class L1T3 (1) $11,784,885(4)
- ----------------------------
(1) The Remittance Rate for each Class of REMIC I Regular Interests is the
Weighted Average Adjusted Net Mortgage Rate.
(2) The Uncertificated Principal Balance of the Class L1T1 Uncertificated
Interest from time to time will be equal to 98% of the aggregate of the
Stated Principal Balances of the Mortgage Loans.
(3) The Uncertificated Principal Balance of the Class L1T2 Uncertificated
Interest from time to time will be equal to 1% of the excess of (i) the
aggregate of the Stated Principal Balances of the Mortgage Loans over (ii)
the Overcollateralization Amount.
(4) The Uncertificated Principal Balance of the Class L1T3 Uncertificated
Interest from time to time will be equal to 1% of the sum of (i) the
aggregate of the Stated Principal Balance of the Mortgage Loans and (ii)
the Overcollateralization Amount.
The Class R-I, Class R-II, Class R-III and Class R-IV Uncertificated
Interests will be Residual Interests bearing no Remittance Rate and having no
initial Uncertificated Principal Balances or Notional Amounts.
In consideration of the mutual agreements herein contained, the
Depositor, the Mortgage Loan Seller, the Master Servicer, the Primary Servicer,
the Special Servicer, the Trustee, the REMIC Administrator and the Fiscal Agent
agree as follows:
ARTICLE I
DEFINITIONS; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL AND THE
CERTIFICATES
SECTION 1.01 Defined Terms
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article.
"30/360 BASIS": As defined in clause (iii) of the definition of
"Mortgage Loan Schedule".
"ACCELERATED RECOVERY PERIOD": The period during which the test set
forth in Section 4.01(a)(v)(y) shall be true.
"ACCRUED CERTIFICATE INTEREST": With respect to any Class of
Principal Balance Certificates, for any Distribution Date, one month's interest
(calculated, with respect to the Fixed Rate Certificates, on the basis of a
360-day year consisting of twelve 30-day months and with respect to the Class
A-1V Certificates on the basis of a 360-day year and the actual number of days
in the related Class A-1V Accrual Period) at the Pass-Through Rate applicable to
such Class of Certificates for such Distribution Date, accrued on the related
Class Principal Balance of such Class of Certificates outstanding immediately
prior to such Distribution Date. The Accrued Certificate Interest in respect of
any Class of Principal Balance Certificates for any Distribution Date shall be
deemed to have accrued during the applicable Interest Accrual Period.
"ADDITIONAL INTEREST": For any Distribution Date and with respect to
any Class of Principal Balance Certificates, any interest accrued on such Class
at the excess of the Pass-Through Rate therefor over the Weighted Average
Adjusted Net Mortgage Rate.
"ADDITIONAL TRUST FUND EXPENSE": Any expense incurred or shortfall
experienced with respect to the Trust Fund and not otherwise included in the
calculation of a Realized Loss, that would result in the Regular
Certificateholders' receiving less than the full amount of principal and/or
interest to which they are entitled on any Distribution Date.
"ADJUSTED NET MORTGAGE RATE": With respect to any Mortgage Loan or
REO Loan, for any Distribution Date, the annualized rate at which interest would
have to accrue thereon on the basis of a 360-day year consisting of twelve
30-day months (a "30/360 BASIS") during the accrual period for such Mortgage
Loan ending on the Due Date in the related Due Period in order to produce the
actual amount of interest accrued (or, if such Mortgage Loan or REO Loan, as the
case may be, is prepaid, in whole or in part, or otherwise liquidated during
such calendar month, that otherwise would have accrued) in respect of such
Mortgage Loan or REO Loan, as the case may be, at the related Net Mortgage Rate
in effect for such Mortgage Loan or REO Loan during such calendar month. Such
rate shall be calculated by multiplying (i) the Net Mortgage Rate by (ii) the
actual number of days of accrued interest for the related period for such
Mortgage Loan, divided by 30.
"ADMINISTRATIVE FEE RATE": 0.2232% (22.32 basis points), being the
sum of the related Master Servicing Fee Rate, the Primary Servicing Fee Rate,
and the Trustee Fee Rate.
"ADVANCE": Any P&I Advance or Servicing Advance.
"ADVANCE INTEREST": Interest accrued on any Advance at the
Reimbursement Rate and payable to the Master Servicer (if applicable), the
Primary Servicer (or any Sub-Servicer), the Special Servicer, the Trustee, or
the Fiscal Agent as the case may be, all in accordance with SECTION 3.11(G) or
SECTION 4.03(D), as applicable.
"ADVANCE REQUIREMENT REPORT": As defined in Section 4.03(a).
"ADVERSE REMIC EVENT": With respect to the Trust REMICs either (i)
the endangerment of the status of such REMIC as a REMIC or (ii), except as
permitted by SECTION 3.17(A), the imposition of a tax upon such REMIC or any of
its assets or transactions (including, without limitation, the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on certain
contributions set forth in Section 860G(d) of the Code).
"AFFILIATE": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have the meanings correlative to the foregoing. The Trustee may
obtain and rely on an Officer's Certificate of the Master Servicer, the Primary
Servicer, the Special Servicer or the Depositor to determine whether any Person
is or is not an Affiliate of such party.
"AGREEMENT": This Pooling and Servicing Agreement, together with all
amendments hereof and supplements hereto.
"APPLICABLE STATE LAW": For purposes of ARTICLE X, the Applicable
State Law shall be (a) the laws of the states in which the Corporate Trust
Office of the Trustee and the Primary Servicing Offices of the Master Servicer,
the Primary Servicer and the Special Servicer are located, (b) the laws of the
states in which any Mortgage Loan documents are held and/or any REO Properties
are located, (c) such other state and local law whose applicability shall have
been brought to the attention of the REMIC Administrator by either (i) an
Opinion of Counsel delivered to it or (ii) written notice from the appropriate
taxing authority as to the applicability of such state law, and (d) such other
state or local law as to which the REMIC Administrator has actual knowledge of
applicability.
"APPRAISAL": With respect to any Mortgaged Property or REO Property
as to which an appraisal is required to be performed pursuant to the terms of
this Agreement, a narrative appraisal complying with USPAP (or, in the case of
Mortgage Loans and REO Loans with a Stated Principal Balance as of the date of
such appraisal of $2,000,000 or less, a limited appraisal and a summary report)
that indicates the "market value" of the subject property, as defined in 12
C.F.R. ss.225.62(g), and is conducted by a Qualified Appraiser (or by the
Special Servicer, in the case of a limited appraisal and summary report with
respect to a Mortgage Loan or an REO Loan with a Stated Principal Balance as of
the date of such appraisal of $2,000,000 or less).
"APPRAISED VALUE": As of any date of determination, the appraised
value of a Mortgaged Property based upon the most recent Appraisal obtained
pursuant to this Agreement.
"ASSIGNMENT OF LEASES": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or instrument
executed by the Mortgagor, 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 date hereof and from time to time hereafter.
"ASSUMED MONTHLY PAYMENT": With respect to any Balloon Mortgage Loan
for its Stated Maturity Date (provided that such Mortgage Loan has not been paid
in full, and no other Liquidation Event has occurred in respect thereof, on or
before the end of the Collection Period in which such Stated Maturity Date
occurs) and for any subsequent Due Date therefor as of which such Mortgage Loan
remains outstanding and part of the Trust Fund, if no Monthly Payment (other
than a delinquent Balloon Payment) is due for such Due Date, the scheduled
monthly payment of principal and/or interest deemed to be due in respect thereof
on such Due Date equal to the amount that would have been due in respect of such
Mortgage Loan on such Due Date if it had been required to continue to accrue
interest in accordance with its terms, and to pay principal in accordance with
the amortization schedule (if any), in effect immediately prior to, and without
regard to the occurrence of, its most recent scheduled maturity date (as such
terms and amortization schedule may have been modified, and such maturity date
may have been extended, in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan granted or agreed to by the Primary Servicer or Special Servicer
pursuant to SECTION 3.20). With respect to any REO Loan, for any Due Date
therefor as of which the related REO Property remains part of the Trust Fund,
the scheduled monthly payment of principal and/or interest deemed to be due in
respect thereof on such Due Date equal to the Monthly Payment that was due (or,
in the case of a Balloon Mortgage Loan described in the preceding sentence of
this definition, the Assumed Monthly Payment that was deemed due) in respect of
the related Mortgage Loan on the last Due Date prior to its becoming an REO
Loan.
"AVAILABLE DISTRIBUTION AMOUNT": With respect to any Distribution
Date, an amount equal to (a) the balance on deposit in the Distribution Account
as of 11:30 a.m. (New York City time) on such Distribution Date (or such later
time on such date as of which distributions are made on the Certificates),
including, without limitation, if and to the extent on deposit therein as of
such time, the Master Servicer Remittance Amount for the related Master Servicer
Remittance Date, and any P&I Advances made by the Primary Servicer, the Special
Servicer, the Master Servicer, the Trustee or the Fiscal Agent to cover
uncollected Monthly Payments due and/or Assumed Monthly Payments deemed due
during the related Due Period, net of (b) any portion of the amounts described
in CLAUSE (A) of this definition that represents one or more of the following:
(i) collected Monthly Payments that are due on a Due Date following the end of
the related Due Period, (ii) any unscheduled payments of principal (including,
without limitation, Principal Prepayments) and interest, Liquidation Proceeds
and Insurance Proceeds received after the end of the related Collection Period,
(iii) Prepayment Premiums, (iv) any amounts payable or reimbursable to any
Person from the Distribution Account pursuant to any of CLAUSES (II) through
(VII) of SECTION 3.05(B) and (v) any amounts deposited in the Distribution
Account in error; provided that the Available Distribution Amount for the Final
Distribution Date shall be calculated without regard to CLAUSES (B)(I) and
(B)(II) of this definition.
"BALLOON MORTGAGE LOAN": Any Mortgage Loan that by its original
terms or by virtue of any modification entered into as of the Closing Date
provides for an amortization schedule extending beyond its Stated Maturity Date
and as to which, in accordance with such terms, the Monthly Payment due on its
Stated Maturity Date is at least two times larger than the Monthly Payment due
on the Due Date next preceding its Stated Maturity Date.
"BALLOON PAYMENT": With respect to any Balloon Mortgage Loan as of
any date of determination, the Monthly Payment payable on the Stated Maturity
Date of such Mortgage Loan.
"BANC ONE": Banc One Mortgage Capital Markets, LLC, or its successor
in interest.
"BANK": As defined in SECTION 2.09.
"BANK OF AMERICA": Bank of America NT&SA, or its successor in
interest.
"BANKRUPTCY CODE": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).
"BASE PRINCIPAL DISTRIBUTION AMOUNT": With respect to any
Distribution Date, the aggregate of the Current Principal Distribution Amount
for such Distribution Date and, if such Distribution Date is subsequent to the
initial Distribution Date, the excess, if any, of the Principal Distribution
Amount for the preceding Distribution Date over the aggregate distributions of
principal made on the Principal Balance Certificates and the Class X
Certificates in respect of the Base Principal Distribution Amount on the
preceding Distribution Date.
"BASE PROSPECTUS": That certain prospectus dated May 20, 1999,
relating to trust funds established by the Depositor and publicly offered
mortgage pass-through certificates evidencing interests therein.
"BASIC ADMINISTRATION": The maintaining of records, accounting for
payments of principal and interest, the processing of payments received and
Advances made and received and the maintaining of accounts.
"BOOK-ENTRY CERTIFICATE": Any Certificate registered in the name of
the Depository or its nominee.
"BUSINESS DAY": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, Chicago, Illinois and the
cities in which the Primary Servicing Offices of the Master Servicer, Primary
Servicer and Special Servicer and the Corporate Trust Office of the Trustee are
located, are authorized or obligated by law or executive order to remain closed.
"CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
"CERTIFICATE": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 1999-SL as executed by the Trustee and
authenticated and delivered hereunder by the Certificate Registrar.
"CERTIFICATE ACCOUNT": The segregated account or accounts created
and maintained by the Primary Servicer pursuant to SECTION 3.04(A) on behalf of
the Trustee in trust for Certificateholders, which shall be entitled "Bank of
America NT&SA, as Primary Servicer, in trust for the registered holders of
NationsLink Funding Corporation, Commercial Mortgage Pass-Through Certificates,
Series 1999-SL, Certificate Account."
"CERTIFICATE FACTOR": With respect to any Class of Principal Balance
Certificates, as of any date of determination, a fraction, expressed as a
decimal carried to eight places, the numerator of which is the then related
Class Principal Balance and the denominator of which is the related Initial
Class Principal Balance.
"CERTIFICATE OWNER": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.
"CERTIFICATE PRINCIPAL BALANCE": With respect to any Principal
Balance Certificate, as of any date of determination, the then outstanding
principal amount of such Certificate equal to the product of (a) the Percentage
Interest evidenced by such Certificate, multiplied by (b) the then Class
Principal Balance of the Class of Certificates to which such Certificate
belongs.
"CERTIFICATE REGISTER" and "CERTIFICATE REGISTRAR": The register
maintained and the registrar appointed pursuant to SECTION 5.02.
"CERTIFICATEHOLDER" or "HOLDER": The Person in whose name a
Certificate is registered in the Certificate Register; provided that solely for
the purposes of giving any consent, approval or waiver pursuant to this
Agreement, any Certificate registered in the name of the Depositor, the Mortgage
Loan Seller, the Master Servicer, the Primary Servicer, the Special Servicer,
the REMIC Administrator, the Trustee, the Fiscal Agent or any Affiliate of any
of them shall be deemed not to be outstanding, and the Voting Rights to which
any of them is entitled shall not be taken into account in determining whether
the requisite percentage of Voting Rights necessary to effect any such consent,
approval or waiver has been obtained, except as otherwise provided in SECTIONS
7.04 and 11.01 or except in connection with the Controlling Class exercising its
rights under SECTION 3.23, or unless (x) such Persons collectively own an entire
Class of Certificates and only the Holders of such Class of Certificates are
entitled to grant such consent, approval or waiver or (y) such consent, approval
or waiver must be given by 100% of the Certificateholders or the consent,
approval or waiver of such Class, as an affected Class, is specifically
required. The Certificate Registrar shall be entitled to request and rely upon a
certificate of the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Primary Servicer, the Special Servicer or, if other than the Trustee, the REMIC
Administrator, as the case may be, in determining whether or not a Certificate
is registered in the name of an Affiliate of such Person. All references herein
to "Holders" or "Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the Depository and
the Depository Participants, except as otherwise specified herein; provided,
however, that the parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.
"CLASS": Collectively, all of the Certificates, REMIC I Regular
Interests, REMIC II Regular Interests, REMIC III Regular Interests or REMIC IV
Regular Interests bearing the same alphabetical and, if applicable, numerical
Class designation.
"CLASS A-1 CERTIFICATE": Any one of the Certificates with a "Class
A-1" designation on the face thereof, substantially in the form of EXHIBIT A-1
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS A-1 COMPONENT": With respect to the Class UX1 Uncertificated
Interest, at any date of determination, that portion of the Class UX1 Notional
Amount equal to the Certificate Principal Balance of the Class A-1 Certificates.
"CLASS A-1 COMPONENT PASS-THROUGH RATE": A per annum rate equal to
the excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class A-1 Pass-Through Rate.
"CLASS A-1 PASS-THROUGH RATE": A per annum rate equal to 5.805%.
"CLASS A-1V ACCRUAL PERIOD": For any Distribution Date with respect
to the Class A-1V Certificates, the period from and including the 10th day of
the month preceding the month in which such Distribution Date occurs (or the
Closing Date, in the case of the first Distribution Date) to and including the
9th day of the month in which such Distribution Date occurs.
"CLASS A-1V ADJUSTED LIBOR RATE": For any Class A-1V Accrual Period,
the annualized rate at which interest would have to accrue on a 30/360 Basis in
order to produce the actual amount of interest accrued during such Class A-1V
Accrual Period at the Class A-1V LIBOR Rate for such Class A-1V Accrual Period.
Such rate shall be calculated by multiplying (i) such Class A-1V LIBOR Rate by
(ii) the actual number of days in such Class A-1V Accrual Period divided by 30.
"CLASS A-1V ADJUSTED PASS-THROUGH RATE": For any Class A-1V Accrual
Period, the annualized rate at which interest would have to accrue on a 30/360
Basis in order to produce the actual amount of interest accrued during such
Class A-1V Accrual Period at the Class A-1V Pass-Through Rate for such Class
A-1V Accrual Period. Such rate shall be calculated by multiplying (i) such Class
A-1V Pass-Through Rate by (ii) the actual number of days in such Class A-1V
Accrual Period divided by 30.
"CLASS A-1V AVAILABLE FUNDS CAP RATE": With respect to any Class
A-1V Accrual Period, a rate equal to (a) interest accrued on the Mortgage Loans
and due in the preceding Due Period adjusted to the applicable Net Mortgage Rate
(based on their Stated Principal Balances on the Distribution Date at the
beginning of such Due Period, adjusted only for prepayments in the related
Collection Period but not thereafter), (b) less all interest accrued on the
Fixed Rate Senior Certificates at their respective Pass-Through Rates and on the
remaining Principal Balance Certificates (other than the Class A-1V
Certificates) at the lesser of their related Uncapped Pass-Through Rates and the
Weighted Average Net Mortgage Rate, in each case during the related Fixed Rate
Accrual Period for such Distribution Date, (c) divided by the Class Principal
Balance of the Class A-1V Certificates immediately prior to such Distribution
Date, and (d) multiplied by 360 divided by the number of days in such Class A-1V
Accrual Period.
"CLASS A-1V CERTIFICATE": Any one of the Certificates with a "Class
A-1V" designation on the face thereof, substantially in the form of EXHIBIT A-7
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Class A-1V LIBOR Interest Carryovers.
"CLASS A-1V COMPONENT": With respect to the Class UX1 Uncertificated
Interest at any date of determination, that portion of the Class UX1 Notional
Amount equal to the Certificate Principal Balance of the Class A-1V
Certificates.
"CLASS A-1V COMPONENT PASS-THROUGH RATE": A per annum rate equal to
the excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class A-1V Adjusted LIBOR Rate.
"CLASS A-1V LIBOR INTEREST CARRYOVER": An amount, calculated on any
Distribution Date on which the Class A-1V Pass-Through Rate is equal to the
Class A-1V Available Funds Cap Rate, equal to (i) the difference between (a) the
amount of interest the Class A-1V Certificates would be entitled to receive on
such Distribution Date without regard to the Class A-1V Available Funds Cap Rate
and (b) the amount of interest actually distributed to the Class A-1V
Certificates on such Distribution Date, plus (ii) any portion of the amount
calculated pursuant to clause (i) remaining unpaid from prior Distribution Dates
and (iii) interest accrued on such amounts at the then-applicable Class A-1V
LIBOR Rate (calculated without regard to the Class A-1V Available Funds Cap
Rate).
"CLASS A-1V LIBOR RATE": For any Class A-1V Accrual Period, LIBOR as
of the related LIBOR Determination Date plus (i) 0.35% on each Distribution Date
on or prior to the Optional Purchase Date and (ii) 0.70% on each Distribution
Date following the Optional Purchase Date.
"CLASS A-1V PASS-THROUGH RATE": For the initial Class A-1V Accrual
Period, 4.9025% per annum and for any Class A-1V Accrual Period thereafter, the
lesser of (i) the Class A-1V LIBOR Rate for such Class A-1V Accrual Period and
(ii) the Class A-1V Available Funds Cap Rate for such Class A-1V Accrual Period.
"CLASS A-1V PRINCIPAL DISTRIBUTION AMOUNT": As defined in Section
4.01(a).
"CLASS A-2 CERTIFICATE": Any one of the Certificates with a "Class
A-2" designation on the face thereof, substantially in the form of EXHIBIT A-2
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS A-2 COMPONENT": With respect to the Class UX1 Uncertificated
Interest at any date of determination, that portion of the Class UX1 Notional
Amount equal to the Certificate Principal Balance of the Class A-2 Certificates.
"CLASS A-2 COMPONENT PASS-THROUGH RATE": A per annum rate equal to
the excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class A-2 Pass-Through Rate.
"CLASS A-2 PASS-THROUGH RATE": A per annum rate equal to 6.096%.
"CLASS A-3 CERTIFICATE": Any one of the Certificates with a "Class
A-3" designation on the face thereof, substantially in the form of EXHIBIT A-3
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS A-3 COMPONENT": With respect to the Class UX1 Uncertificated
Interest, at any date of determination, that portion of the Class UX1 Notional
Amount equal to the Certificate Principal Balance of the Class A-3 Certificates.
"CLASS A-3 COMPONENT PASS-THROUGH RATE": A per annum rate equal to
the excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class A-3 Pass-Through Rate.
"CLASS A-3 PASS-THROUGH RATE": A per annum rate equal to 6.297%.
"CLASS A-4 CERTIFICATE": Any one of the Certificates with a "Class
A-4" designation on the face thereof, substantially in the form of EXHIBIT A-4
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS A-4 COMPONENT": With respect to the Class UX1 Uncertificated
Interest at any date of determination, that portion of the Class UX1 Notional
Amount equal to the Certificate Principal Balance of the Class A-4 Certificates.
"CLASS A-4 COMPONENT PASS-THROUGH RATE": A per annum rate equal to
the excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class A-4 Pass-Through Rate.
"CLASS A-4 PASS-THROUGH RATE": A per annum rate equal to 6.654%.
"CLASS A-5 CERTIFICATE": Any one of the Certificates with a "Class
A-5" designation on the face thereof, substantially in the form of EXHIBIT A-5
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS A-5 COMPONENT": With respect to the Class UX1 Uncertificated
Interest at any date of determination, that portion of the Class UX1 Notional
Amount equal to the Certificate Principal Balance of the Class A-5 Certificates.
"CLASS A-5 COMPONENT PASS-THROUGH RATE": A per annum rate equal to
the excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class A-5 Pass-Through Rate.
"CLASS A-5 PASS-THROUGH RATE": A per annum rate equal to 6.888%.
"CLASS A-6 CERTIFICATE": Any one of the Certificates with a "Class
A-6" designation on the face thereof, substantially in the form of EXHIBIT A-6
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS A-6 COMPONENT": With respect to the Class UX1 Uncertificated
Interest, at any date of determination, that portion of the Class UX1 Notional
Amount equal to the Certificate Principal Balance of the Class A-6 Certificates.
"CLASS A-6 COMPONENT PASS-THROUGH RATE": A per annum rate equal to
the excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class A-6 Pass-Through Rate.
"CLASS A-6 PASS-THROUGH RATE": A per annum rate equal to 6.608%.
"CLASS B CERTIFICATE": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of EXHIBIT A-8
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS B COMPONENT": With respect to the Class UX1 Regular Interest,
at any date of determination, that portion of the Class UX1 Notional Amount
equal to the Certificate Principal Balance of the Class B Certificates.
"CLASS B COMPONENT PASS-THROUGH RATE": A per annum rate equal to the
excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class B Fixed Pass-Through Rate.
"CLASS B FIXED PASS-THROUGH RATE": 6.922%.
"CLASS B PASS-THROUGH RATE": A per annum rate equal to the Class B
Fixed Pass-Through Rate; provided, however, such rate shall not exceed the Fixed
Rate Available Funds Cap Rate for the Class B Certificates for the related
Distribution Date.
"CLASS C CERTIFICATE": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of EXHIBIT A-9
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS C COMPONENT": With respect to the Class UX1 Regular Interest,
at any date of determination, that portion of the Class UX1 Notional Amount
equal to the Certificate Principal Balance of the Class C Certificates.
"CLASS C COMPONENT PASS-THROUGH RATE": A per annum rate equal to the
excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class C Fixed Pass-Through Rate.
"CLASS C FIXED PASS-THROUGH RATE": 7.217%.
"CLASS C PASS-THROUGH RATE": A per annum rate equal to the Class C
Fixed Pass-Through Rate; provided, however, such rate shall not exceed the Fixed
Rate Available Funds Cap Rate for the Class C Certificates for the related
Distribution Date.
"CLASS D CERTIFICATE": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of EXHIBIT A-10
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS D COMPONENT": With respect to the Class UX1 Regular Interest,
at any date of determination, that portion of the Class UX1 Notional Amount
equal to the Certificate Principal Balance of the Class D Certificates.
"CLASS D COMPONENT PASS-THROUGH RATE": A per annum rate equal to the
excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class D Fixed Pass-Through Rate.
"CLASS D FIXED PASS-THROUGH RATE": 7.559%.
"CLASS D PASS-THROUGH RATE": A per annum rate equal to the Class D
Fixed Pass-Through Rate; provided, however, such rate shall not exceed the Fixed
Rate Available Funds Cap Rate for the Class D Certificates for the related
Distribution Date.
"CLASS E CERTIFICATE": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of EXHIBIT A-11
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS E COMPONENT": With respect to the Class UX1 Regular Interest,
at any date of determination, that portion of the Class UX1 Notional Amount
equal to the Certificate Principal Balance of the Class E Certificates.
"CLASS E COMPONENT PASS-THROUGH RATE": A per annum rate equal to the
excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class E Fixed Pass-Through Rate.
"CLASS E FIXED PASS-THROUGH RATE": 6.000%.
"CLASS E PASS-THROUGH RATE": A per annum rate equal to the Class E
Fixed Pass-Through Rate; provided, however, such rate shall not exceed the Fixed
Rate Available Funds Cap Rate for the Class E Certificates for the related
Distribution Date.
"CLASS F CERTIFICATE": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of EXHIBIT A-12
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS F COMPONENT": With respect to the Class UX1 Regular Interest,
at any date of determination, that portion of the Class UX1 Notional Amount
equal to the Certificate Principal Balance of the Class F Certificates.
"CLASS F COMPONENT PASS-THROUGH RATE": A per annum rate equal to the
excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class F Fixed Pass-Through Rate.
"CLASS F FIXED PASS-THROUGH RATE": 6.500%.
"CLASS F PASS-THROUGH RATE": A per annum rate equal to the Class F
Fixed Pass-Through Rate; provided, however, such rate shall not exceed the Fixed
Rate Available Funds Cap Rate for the Class F Certificates for the related
Distribution Date.
"CLASS G CERTIFICATE": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of EXHIBIT A-12
attached hereto, and evidencing (i) a beneficial interest in a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Additional Interest and Fixed Rate Interest Carryovers.
"CLASS G COMPONENT": With respect to the Class UX1 Regular Interest,
at any date of determination, that portion of the Class UX1 Notional Amount
equal to the Certificate Principal Balance of the Class G Certificates.
"CLASS G COMPONENT PASS-THROUGH RATE": A per annum rate equal to the
excess, if any, of the Weighted Average Adjusted Net Mortgage Rate over the
Class G Fixed Pass-Through Rate.
"CLASS G FIXED PASS-THROUGH RATE": 6.500%.
"CLASS G PASS-THROUGH RATE": A per annum rate equal to the Class G
Fixed Pass-Through Rate; provided, however, such rate shall not exceed the Fixed
Rate Available Funds Cap Rate for the Class G Certificates for the related
Distribution Date.
"CLASS L1T1 UNCERTIFICATED INTEREST": A regular interest in REMIC I
which is held as an asset of REMIC II and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS L1T2 UNCERTIFICATED INTEREST": A regular interest in REMIC I
which is held as an asset of REMIC II and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS L1T3 UNCERTIFICATED INTEREST": A regular interest in REMIC I
which is held as an asset of REMIC II and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS L2T1 UNCERTIFICATED INTEREST": A regular interest in REMIC II
which is held as an asset of REMIC III and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS L2T1N NOTIONAL AMOUNT": The aggregate hypothetical or
notional principal amount on which the Class L2T1N Uncertificated Interest
accrues interest, which amount is equal to the Uncertificated Principal Balance
of the Class L2T1 Uncertificated Interest as of the preceding Distribution Date
(after giving effect to the distributions of principal and allocations of
Realized Losses and Additional Trust Fund Expenses on such Distribution Date)
or, in the case of the first Distribution Date, as of the Closing Date.
"CLASS L2T1N UNCERTIFICATED INTEREST": A regular interest in REMIC
II which is held as an asset of REMIC III and having the initial Class Notional
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.
"CLASS L2T2 UNCERTIFICATED INTEREST": A regular interest in REMIC II
which is held as an asset of REMIC III and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS L2T2N NOTIONAL AMOUNT": The aggregate hypothetical or
notional principal amount on which the Class L2T2N Uncertificated Interest
accrues interest, which amount is equal to the Uncertificated Principal Balance
of the Class L2T2 Uncertificated Interest as of the preceding Distribution Date
(after giving effect to the distributions of principal and allocations of
Realized Losses and Additional Trust Fund Expenses on such Distribution Date)
or, in the case of the first Distribution Date, as of the Closing Date.
"CLASS L2T2N UNCERTIFICATED INTEREST": A regular interest in REMIC
II which is held as an asset of REMIC III and having the initial Class Notional
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.
"CLASS L2T3 UNCERTIFICATED INTEREST": A regular interest in REMIC II
which is held as an asset of REMIC III and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS L2T3N NOTIONAL AMOUNT": The aggregate hypothetical or
notional principal amount on which the Class L2T3N Uncertificated Interest
accrues interest, which amount is equal to the Uncertificated Principal Balance
of the Class L2T3 Uncertificated Interest as of the preceding Distribution Date
(after giving effect to the distributions of principal and allocations of
Realized Losses and Additional Trust Fund Expenses on such Distribution Date)
or, in the case of the first Distribution Date, as of the Closing Date.
"CLASS L2T3N UNCERTIFICATED INTEREST": A regular interest in REMIC
II which is held as an asset of REMIC III and having the initial Class Notional
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.
"CLASS MA1 UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MA1V UNCERTIFICATED INTEREST": A regular interest in REMIC
III which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MA2 UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MA3 UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MA4 UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MA5 UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MA6 UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MB UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MC UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MD UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS ME UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MF UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MG UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and having the initial Uncertificated
Principal Balance and per annum rate of interest set forth in the Preliminary
Statement hereto.
"CLASS MX UNCERTIFICATED INTEREST": A regular interest in REMIC III
which is held as an asset of REMIC IV and which is entitled, for any
Distribution Date, to the aggregate of all distributions on the Class L2T1N
Uncertificated Interest, the Class L2T2N Uncertificated Interest and the Class
L2T3N Uncertificated Interest, less any portion of Excess Cash Flow applied to
principal of the Principal Balance Certificates which is allocated to Class UX2,
and increased by any Base Principal Distribution Amount allocated to Class UX2,
all as set forth in Section 4.01(b).
"CLASS NOTIONAL AMOUNT": The Class UX1 Notional Amount, Class L2T1N
Notional Amount, Class L2T2N Notional Amount or Class L2T3N Notional Amount, as
applicable.
"CLASS P CERTIFICATE": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of EXHIBIT A-15, and
evidencing an interest in a grantor trust.
"CLASS PRINCIPAL BALANCE": The aggregate principal amount of any
Class of Principal Balance Certificates outstanding as of any date of
determination. As of the Closing Date, the Class Principal Balance of each such
Class of Certificates shall equal the Initial Class Principal Balance thereof.
On each Distribution Date, the Class Principal Balance of each Class of the
Principal Balance Certificates shall be permanently reduced by the amount of any
distributions of principal made thereon on such Distribution Date pursuant to
SECTION 4.01(C) and, if and to the extent appropriate, shall be further
permanently reduced on such Distribution Date as provided in SECTION 4.04.
"CLASS R CERTIFICATE": Any one of the Certificates with a "Class R"
designation on the face thereof, substantially in the form of EXHIBIT A-16
attached hereto, and evidencing the sole Class of "residual interest" in each of
REMIC I, REMIC II, REMIC III and REMIC IV for purposes of the REMIC Provisions.
"CLASS R-I RESIDUAL INTEREST": The sole class of residual interest
in REMIC I, which shall be represented by the Class R Certificates.
"CLASS R-II RESIDUAL INTEREST": The sole class of residual interest
in REMIC II, which shall be represented by the Class R Certificates.
"CLASS R-III RESIDUAL INTEREST": The sole class of residual interest
in REMIC III, which shall be represented by the Class R Certificates.
"CLASS R-IV RESIDUAL INTEREST": The sole class of residual interest
in REMIC IV, which shall be represented by the Class R Certificates.
"CLASS UA1 UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UA1V UNCERTIFICATED INTEREST": A regular interest in REMIC
IV, the ownership of which is represented by the Corresponding Class of
Certificates and having the initial Uncertificated Principal Balance and per
annum rate of interest set forth in the Preliminary Statement hereto.
"CLASS UA2 UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UA3 UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UA4 UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UA5 UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UA6 UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UB UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UC UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UD UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UE UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UF UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UG UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Corresponding Class of Certificates
and having the initial Uncertificated Principal Balance and per annum rate of
interest set forth in the Preliminary Statement hereto.
"CLASS UX ALLOCATION": As defined in SECTION 4.01(B)(I).
"CLASS UX1 NOTIONAL AMOUNT": The aggregate hypothetical or notional
principal amount on which the Class UX1 Uncertificated Interest accrues
interest, which amount is equal to the aggregate of the Class Principal Balances
of the Principal Balance Certificates as of the preceding Distribution Date
(after giving effect to the distributions of principal and allocation of
Realized Losses on such Distribution Date) or, in the case of the first
Distribution Date, as of the Closing Date.
"CLASS UX1 UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Class X Certificates and having the
initial Class Notional Amount and per annum rate of interest set forth in the
Preliminary Statement hereto. Distributions to which the Class UX1
Uncertificated Interest is entitled will be reduced, however, by any portion of
Excess Cash Flow applied to principal of the Certificates which is allocated to
Class UX1, and will be increased by any Base Principal Distribution Amount
allocated to the Class UX1 Uncertificated Interest, all as set forth in Section
4.01(b).
"CLASS UX2 UNCERTIFICATED INTEREST": A regular interest in REMIC IV,
the ownership of which is represented by the Class X Certificates and which is
entitled to all distributions on the Class MX Uncertificated Interest.
"CLASS X CERTIFICATE": Any one of the Certificates with a "Class X"
designation on the face thereof, substantially in the form of EXHIBIT A-14, and
evidencing a beneficial interest in the Class UX1 Uncertificated Interest and
the Class UX2 Uncertificated Interest and an interest in a grantor trust.
"CLOSING DATE": May 27, 1999.
"CODE": The Internal Revenue Code of 1986, as amended.
"COLLECTION PERIOD": With respect to any Distribution Date, the
period commencing immediately following the Determination Date in the calendar
month preceding the month in which such Distribution Date occurs (or, in the
case of the initial Distribution Date, commencing immediately following the
Cut-off Date) and ending on and including the Determination Date in the calendar
month in which such Distribution Date occurs.
"COMMISSION": The Securities and Exchange Commission.
"COMPONENT": Any of the Class A-1 Component, Class A-2 Component,
Class A-3 Component, Class A-4 Component, Class A-6 Component, Class A-6
Component, Class A-1V Component, Class B Component, Class C Component, Class D
Component, Class E Component, Class F Component and Class G Component.
"COMPONENT PASS-THROUGH RATE": Any of the Class A-1 Component
Pass-Through Rate, the Class A-2 Component Pass-Through Rate, the Class A-3
Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-5 Pass-Through
Rate, the Class A-6 Pass-Through Rate, the Class A-1V Pass-Through Rate, the
Class B Component Pass-Through Rate, the Class C Component Pass-Through Rate,
the Class D Component Pass-Through Rate, the Class E Component Pass-Through
Rate, the Class F Component Pass-Through Rate and the Class G Component
Pass-Through Rate.
"CONFIDENTIAL INFORMATION": As defined in SECTION 3.24.
"CONTROLLING CLASS": As of any date of determination, the Class X
Certificates; provided, however, at any time (and only so long as) the Stated
Principal Balance of the Mortgage Loans that are 60 or more days delinquent
exceeds the Overcollateralization Amount, the Controlling Class will be the most
junior class then outstanding that has an outstanding Certificate Principal
Balance at least equal to 25% of its initial Certificate Principal Balance. If
and when such delinquencies no longer exceed the Overcollateralization Amount,
the Controlling Class will again be the Class X Certificates.
"CONTROLLING CLASS CERTIFICATEHOLDERS": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified to
the Trustee from time to time by such Holder (or Certificate Owner).
"CORPORATE TRUST OFFICE": The principal office of the initial
Trustee located at 135 South LaSalle, Suite 1625, Chicago, Illinois 60674,
Attention: Asset-Backed Securities Trust Services Group - NationsLink Funding
Corporation, Series 1999-SL and with respect to any successor Trustee, the
principal office thereof as designated in writing to the Depositor.
"CORRECTED MORTGAGE LOAN": Any Mortgage Loan that had been a
Specially Serviced Mortgage Loan but has ceased to be such in accordance with
the definition of "Specially Serviced Mortgage Loan" (other than by reason of a
Liquidation Event occurring in respect of such Mortgage Loan or a related
Mortgaged Property becoming an REO Property).
"CORRESPONDING CERTIFICATE", "CORRESPONDING REMIC IV REGULAR
Interest" and "CORRESPONDING REMIC III REGULAR INTEREST": For any Class of
Certificates (other than the Class P and Class R Certificates), the related
Class of REMIC IV and REMIC III Regular Certificates set forth below; for any
Class of REMIC IV Regular Interests, the related Class of Certificates and REMIC
III Regular Interests set forth below; and for any Class of REMIC III Regular
Interests, the related Class of Certificates and REMIC IV Regular Interests set
forth below:
CORRESPONDING CORRESPONDING REMIC IV CORRESPONDING REMIC III
CERTIFICATE REGULAR INTEREST REGULAR INTEREST
- ----------- ---------------------- -------------------------
Class A-1 Certificate Class UA1 Uncertificated Class MA1 Uncertificated
Interest Interest
Class A-2 Certificate Class UA2 Uncertificated Class MA2 Uncertificated
Interest Interest
Class A-3 Certificate Class UA3 Uncertificated Class MA3 Uncertificated
Interest Interest
Class A-4 Certificate Class UA4 Uncertificated Class MA4 Uncertificated
Interest Interest
Class A-5 Certificate Class UA5 Uncertificated Class MA5 Uncertificated
Interest Interest
Class A-6 Certificate Class UA6 Uncertificated Class MA6 Uncertificated
Interest Interest
Class A-1V Class UA1V Uncertificated Class MA1V Uncertificated
Certificate Interest Interest
Class B Certificate Class UB Uncertificated Class MB Uncertificated
Interest Interest
Class C Certificate Class UC Uncertificated Class MC Uncertificated
Interest Interest
Class D Certificate Class UD Uncertificated Class MD Uncertificated
Interest Interest
Class E Certificate Class UE Uncertificated Class ME Uncertificated
Interest Interest
Class F Certificate Class UF Uncertificated Class MF Uncertificated
Interest Interest
Class G Certificate Class UG Uncertificated Class MG Uncertificated
Interest Interest
"CORRESPONDING REMIC I REGULAR INTEREST" and "CORRESPONDING REMIC II
REGULAR INTEREST": For any Class of REMIC I Regular Interests, the related Class
of REMIC II Regular Interests set forth below and for any Class of REMIC II
Regular Interests, the related Class of REMIC I Regular Interests set forth
below:
CORRESPONDING REMIC I CORRESPONDING REMIC II
REGULAR INTEREST REGULAR INTEREST
--------------------- ----------------------
Class L1T1 Uncertificated Class L2T1 Uncertificated Interest
Interest
Class L1T2 Uncertificated Class L2T2 Uncertificated Interest
Interest
Class L1T3 Uncertificated Class L2T3 Uncertificated Interest
Interest
"CPR": As defined in the Base Prospectus.
"CSSA": The Commercial Real Estate Secondary Market and
Securitization Association.
"CSSA LOAN PERIODIC UPDATE FILE": As defined in SECTION 4.02(B).
"CROSS-COLLATERALIZED MORTGAGE LOAN": Any Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans.
"CURRENT PRINCIPAL DISTRIBUTION AMOUNT": With respect to any
Distribution Date, an amount (calculated in accordance with SECTION 1.02) equal
to the aggregate of, without duplication:
(a) the principal portions of all Monthly Payments (other than
Balloon Payments) and any Assumed Monthly Payments due or deemed due, as the
case may be, in respect of the Mortgage Loans and any REO Loans for their
respective Due Dates occurring during the related Due Period;
(b) all Principal Prepayments received on the Mortgage Loans during
the related Collection Period;
(c) with respect to any Balloon Mortgage Loan as to which the
related Stated Maturity Date occurred during or prior to the related Due Period,
any payment of principal (exclusive of any Principal Prepayment and any amount
described in SUBCLAUSE (D) below) that was made by or on behalf of the related
Mortgagor during the related Collection Period, net of any portion of such
payment 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 such Balloon Mortgage Loan on
a Due Date during or prior to the related Due Period and not previously
recovered;
(d) all Liquidation Proceeds (net of Liquidation Expenses) and
Insurance Proceeds received on or in respect of the Mortgage Loans during the
related Collection Period that were identified and applied by the Primary
Servicer as recoveries of principal thereof, in each case net of any portion of
such amounts that represents a recovery of the principal portion of any Monthly
Payment (other than a Balloon Payment) due, or of the principal portion of any
Assumed Monthly Payment deemed due, in respect of any such Mortgage Loan on a
Due Date during or prior to the related Due Period and not previously recovered;
and
(e) all Liquidation Proceeds (net of Liquidation Expenses),
Insurance Proceeds and REO Revenues received on or in respect of any REO
Properties during the related Collection Period that were identified and applied
by the Primary Servicer as recoveries of principal of the related REO Loans, in
each case net of any portion of such amounts that represents a recovery of the
principal portion of any Monthly Payment (other than a Balloon Payment) due, or
of the principal portion of any Assumed Monthly Payment deemed due, in respect
of any such REO Loan or the predecessor Mortgage Loan on a Due Date during or
prior to the related Collection Period and not previously recovered.
"CUSTODIAN": A Person who is at any time appointed by the Trustee
pursuant to SECTION 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, the Mortgage Loan Seller or an Affiliate of
either.
"CUT-OFF DATE": May 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 all unpaid payments of principal due in respect thereof on or before such
date.
"DEBT SERVICE COVERAGE RATIO": With respect to any Mortgage Loan, as
of any date of determination, and calculated without regard to any
cross-collateralization feature of such Mortgage Loan, the ratio of (x) the Net
Operating Income (before payment of any debt service on such Mortgage Loan)
generated by the related Mortgaged Property during the most recently ended
twelve month period for which financial statements (whether or not audited) have
been received by or on behalf of the Mortgage Loan Seller (prior to the Closing
Date) or the Master Servicer, the Primary Servicer, or Special Servicer
(following the Closing Date), to (y) the product of the amount of the Monthly
Payment in effect for such Mortgage Loan as of such date of determination,
multiplied by the number of months represented in the financial statements.
"DEFAULT CHARGES": Any and all Default Interest and late payment
charges paid or payable, as the context requires, in connection with a default
under a Mortgage Loan or any successor REO Loan.
"DEFAULT INTEREST": With respect to any Mortgage Loan (or related
REO Loan), any amounts collected thereon, other than late payment charges and
Prepayment Premiums, that represent interest in excess of interest accrued on
the principal balance of such Mortgage Loan (or REO Loan) at the related
Mortgage Rate, such excess interest arising out of a default under such Mortgage
Loan.
"DEFAULTED MORTGAGE LOAN": Any Specially Serviced Mortgage Loan as
to which a material default has occurred or a default in respect of any payment
thereon is reasonably foreseeable, and which the Special Servicer has
determined, in its reasonable and good faith judgment, will become the subject
of a foreclosure sale or similar proceedings (the basis for which determination
shall be set forth in an Officer's Certificate to be delivered to the Primary
Servicer and the Trustee).
"DEFAULTING PARTY": As defined in SECTION 7.01(B).
"DEFINITIVE CERTIFICATE": As defined in SECTION 5.03(A).
"DELINQUENT LOAN STATUS REPORT": A report or reports pursuant to
SECTION 4.02(B)(1)(A), originated for the Master Servicer by the Special
Servicer with respect to Specially Serviced Mortgage Loans, and the Primary
Servicer with respect to Non-Specially Serviced Mortgage Loans, and forwarded by
the Master Servicer to the Trustee, setting forth, among other things, those
Mortgage Loans which, as of the Determination Date for the related Distribution
Date, were (i) delinquent 30-59 days, (ii) delinquent 60-89 days, (iii)
delinquent 90 days or more, (iv) current but specially serviced or (v) in
foreclosure but as to which the related Mortgaged Property had not become REO
Property. Such report shall also include a statement as to the cause of the
delinquency, steps that are being taken to cure the delinquency, and an estimate
of losses caused by the delinquency (consistent with calculated fields in the
Servicer Report).
"DENOMINATION": As defined in SECTION 5.01(A).
"DEPOSITOR": NationsLink Funding Corporation, or its successor in
interest.
"DEPOSITORY": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.
"DEPOSITORY PARTICIPANT": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"DEPOSITORY RULES": As defined in SECTION 5.02(B).
"DETERMINATION DATE": With respect to any Distribution Date, the 3rd
day of the month in which such Distribution Date occurs, or if such 3rd day is
not a Business Day, the Business Day immediately preceding, except that if such
preceding Business Day would not be in the same month, then the first Business
Day of the month.
"DIRECTING CERTIFICATEHOLDER": The Controlling Class
Certificateholder (or its designee) selected by the Majority Certificateholder
of the Controlling Class, as certified by the Trustee from time to time;
PROVIDED, HOWEVER, that (i) absent such selection, or (ii) until a Directing
Certificateholder is so selected, or (iii) upon receipt of a notice from a
majority of the Controlling Class, by Certificate Principal Balance, that a
Directing Certificateholder is no longer designated, the Controlling Class
Certificateholder that owns the largest aggregate Certificate Balance of the
Controlling Class will be the Directing Certificateholder.
"DIRECTLY OPERATE": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers in the ordinary course of a trade or business, the performance of any
construction work thereon or any use of such REO Property in a trade or business
conducted by REMIC I other than through an Independent Contractor; provided,
however, that the Special Servicer (or any Sub-Servicer on behalf of the Special
Servicer) shall not be considered to Directly Operate an REO Property solely
because the Special Servicer (or any Sub-Servicer on behalf of the Special
Servicer) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to, or funds,
repairs or capital expenditures with respect to such REO Property (including,
without limitation, construction activity to effect repairs or in conjunction
with leasing activity) that are permitted under Treasury Regulations Section
1.856-6(e)(5).
"DISQUALIFIED NON-U.S. PERSON": With respect to a Class R
Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S.
Person that holds the Class R Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Certificate Registrar with an effective IRS Form 4224 or (ii) a Non-U.S.
Person that has delivered to both the transferor and the Certificate Registrar
an opinion of a nationally recognized tax counsel to the effect that the
transfer of the Class R Certificate to it is in accordance with the requirements
of the Code and the regulations promulgated thereunder and that such transfer of
the Class R Certificate will not be disregarded for federal income tax purposes.
"DISQUALIFIED ORGANIZATION": Any of the following: (i) the United
States or a possession thereof, any State or any political subdivision thereof,
or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for Freddie Mac, a majority of its board of directors is not
selected by any such governmental unit), (ii) a foreign government,
international organization, or any agency or instrumentality of either of the
foregoing, (iii) any organization (except certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code or (v)
any other Person so designated by the REMIC Administrator based upon an Opinion
of Counsel that the holding of an Ownership Interest in a Residual Certificate
by such Person may cause the Trust or any Person having an Ownership Interest in
any Class of Certificates, other than such Person, to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Residual Certificate to such Person.
The terms "United States", "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
"DISTRIBUTABLE CERTIFICATE INTEREST": With respect to any Class of
Principal Balance Certificates, for any Distribution Date, the Accrued
Certificate Interest in respect of such Class of Principal Balance Certificates
for such Distribution Date, reduced (to not less than zero) by that portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution
Date allocated to such Class of Principal Balance Certificates as set forth
below, and increased by that portion, if any, of any Net Aggregate Prepayment
Interest Excess for such Distribution Date allocated to such Class of Principal
Balance Certificates as described below. The Net Aggregate Prepayment Interest
Shortfall, if any, for each Distribution Date shall be allocated first, in
reduction of Excess Interest and then to the Class G, Class F, Class E, Class D,
Class C and Class B Certificates, in that order, in each case up to an amount
equal to the lesser of any remaining unallocated portion of such Net Aggregate
Prepayment Interest Shortfall and any Accrued Certificate Interest in respect of
the particular Class of Certificates for such Distribution Date; and,
thereafter, if and to the extent that any portion of such Net Aggregate
Prepayment Interest Shortfall remains unallocated, pro rata among the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, and Class A-1V
Certificates, in accordance with the respective amounts of Accrued Certificate
Interest for each such Class of Certificates for such Distribution Date. The Net
Aggregate Prepayment Interest Excesses for any Distribution Date shall be
allocated first, to Classes of Principal Balance Certificates then outstanding
to which Net Aggregate Prepayment Interest Shortfalls were previously allocated,
allocated in the reverse order in which Net Aggregate Prepayment Shortfalls were
allocated, in each case up to the amount of such Net Aggregate Prepayment
Shortfalls allocated to any such Class and not offset by an allocation of any
previous Net Aggregate Prepayment Interest Excesses, and thereafter as an
increase in Excess Interest.
"DISTRIBUTION ACCOUNT": The segregated account or accounts, which
may include sub-accounts, created and maintained by the Trustee pursuant to
SECTION 3.04(B) in trust for the Certificateholders, which shall be entitled
"LASALLE BANK NATIONAL ASSOCIATION, as Trustee, in trust for the registered
holders of NationsLink Funding Corporation, Commercial Mortgage Pass-Through
Certificates, Series 1999-SL, Distribution Account".
"DISTRIBUTION DATE": No later than 1:00 p.m., New York City time on
the 10th day of any month or, if such 10th day is not a Business Day, the
Business Day immediately following, commencing in June, 1999.
"DUE PERIOD": With respect to any Distribution Date, the period that
begins on and includes the 2nd day of the month preceding the month in which
such Distribution Date occurs and ends on and includes the 1st day of the month
in which such Distribution Date occurs.
"DISTRIBUTION DATE STATEMENT": As defined in SECTION 4.02(A).
"DOCUMENT DEFECT": As defined in SECTION 2.02(E).
"DTC": As defined in SECTION 5.03(D).
"DUE DATE": With respect to (i) any Mortgage Loan on or prior to its
Stated Maturity Date, the day of the month set forth in the related Mortgage
Note on which each Monthly Payment on such Mortgage Loan is scheduled to be
first due; (ii) any Mortgage Loan after its Stated Maturity Date, the day of the
month set forth in the related Mortgage Note on which each Monthly Payment on
such Mortgage Loan had been scheduled to be first due; and (iii) any REO Loan,
the day of the month set forth in the related Mortgage Note on which each
Monthly Payment on the related Mortgage Loan had been scheduled to be first due.
"ELIGIBLE ACCOUNT": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, including, without
limitation, the Trustee (if it meets the following rating criteria), the
long-term unsecured debt obligations of which are rated no less than "Aa3" by
Moody's or AA by Fitch, or the short-term unsecured debt obligations of which
are rated no less than "P-1" by Moody's or F1+ by Fitch, at any time funds are
on deposit therein, (ii) a segregated trust account or accounts maintained with
the corporate trust department of a federally chartered depository institution
or trust company, including, without limitation, the Trustee, acting in its
fiduciary capacity, (iii) a segregated trust account or accounts maintained with
the corporate trust department of a state chartered depository institution or
trust company, including, without limitation, the Trustee, acting in its
fiduciary capacity and subject to regulations regarding fiduciary funds on
deposit therein substantially similar to 12 C.F.R. ss.9.10(b), or (iv) any other
account which would not result in the downgrade, qualification (if applicable)
or withdrawal of the rating then assigned by either Rating Agency to any Class
of Certificates (as confirmed in writing by each Rating Agency).
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"ESCROW PAYMENT": Any payment received by the Primary Servicer or
the Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums and similar items
in respect of the related Mortgaged Property.
"EVENT OF DEFAULT": One or more of the events described in SECTION
7.01(A).
"EXCESS CASH FLOW": As defined in SECTION 4.01(E).
"EXCESS INTEREST": As defined in SECTION 4.01(D).
"EXCESS SPREAD": As defined in SECTION 4.01(D)(I).
"EXCHANGE ACT": The Securities Exchange Act of 1934, as amended.
"EXEMPTION-FAVORED PARTY": Any of (i) NationsBank Corporation
(predecessor in interest to BankAmerica Corporation), (ii) any Person directly
or indirectly, through one or more intermediaries, controlling, controlled by or
under common control with BankAmerica Corporation and (iii) any member of a
syndicate or selling group of which BankAmerica Corporation or a person
described in CLAUSE (II) is a manager or co-manager with respect to a Class of
Certificates.
"FANNIE MAE": The Federal National Mortgage Association or any
successor.
"FDIC": The Federal Deposit Insurance Corporation or any successor.
"FINAL DISTRIBUTION DATE": The final Distribution Date on which any
distributions are to be made on the Certificates as contemplated by SECTION
9.01.
"FINAL RECOVERY DETERMINATION": A determination by the Special
Servicer with respect to any defaulted Mortgage Loan or REO Property and,
accordingly, the related REO Loan (other than a Mortgage Loan or REO Property,
as the case may be, purchased by the Mortgage Loan Seller or an Affiliate
thereof pursuant to SECTION 2.03, by the Majority Certificateholder of the
Controlling Class pursuant to SECTION 3.18(B), by the Primary Servicer, the
Master Servicer or the Special Servicer pursuant to SECTION 3.18(C) or by the
Master Servicer, the Primary Servicer or the Majority Certificateholder of the
Controlling Class pursuant to SECTION 9.01) that there has been a recovery of
all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries
(including, without limitation, by reason of a sale of such Mortgage Loan or REO
Property pursuant to SECTION 3.18(D) hereof) that the Special Servicer has
determined, in accordance with the Servicing Standard, will be ultimately
recoverable, exercisable without regard to any obligation of the Primary
Servicer, the Master Servicer or the Special Servicer to make payments from its
own funds pursuant to SECTION 3.07(B).
"FISCAL AGENT": ABN AMRO Bank N.V., in its capacity as fiscal agent
of the Trustee, or its successors in interest, or any successor fiscal agent
appointed as herein provided.
"FITCH": Fitch IBCA, Inc. or its successor in interest. If neither
such rating agency nor any successor remains in existence, "Fitch" shall be
deemed to refer to such other nationally recognized statistical rating agency or
other comparable Person designated by the Sponsor, notice of which designation
shall be given to the Trustee, the Fiscal Agent, the Master Servicer, the
Primary Servicer, the Special Servicer and the REMIC Administrator, and specific
ratings of Fitch IBCA, Inc. herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.
"FIXED RATE AVAILABLE FUNDS CAP RATE": With respect to any Fixed
Rate Accrual Period and any Class of Subordinated Principal Balance
Certificates, a rate equal to (a) interest accrued on the Mortgage Loans and due
in the preceding Due Period adjusted to the applicable Net Mortgage Rate (based
on their Stated Principal Balances on the Distribution Date at the beginning of
such Due Period, adjusted only for prepayments in the related Collection Period
but not thereafter), less (b) all interest accrued on the Fixed Rate Senior
Certificates, the Class A-1V Certificates and any Class of Subordinated
Principal Balance Certificates with an earlier alphabetical designation at their
respective Pass-Through Rates and on the Subordinated Principal Balance
Certificates with a later alphabetical designation at the lesser of their
related Uncapped Pass-Through Rates and the Weighted Average Net Mortgage Rate,
in each case during the related Fixed Rate Accrual Period for such Distribution
Date, (c) divided by the Class Principal Balance of such Class immediately prior
to such Distribution Date and (d) multiplied by 12.
"FIXED RATE ACCRUAL PERIOD": For any Distribution Date, with respect
to any Class of Fixed Rate Certificates, and any REMIC I Regular Interest, REMIC
II Regular Interest, REMIC III Regular Interest or REMIC IV Regular Interest,
the preceding calendar month.
"FIXED RATE CERTIFICATE": Any Principal Balance Certificate other
than a Class A-1V Certificate.
"FIXED RATE INTEREST CARRYOVER": for any Distribution Date and any
Class of Fixed Rate Certificates subject to an "available funds" cap, an amount
equal to (i) the difference between (a) the amount of interest such Class would
have been entitled to receive on the preceding Distribution Date without regard
to the applicable Fixed Rate Available Funds Cap Rate and (b) the amount of
interest actually accrued on such Class with respect to such preceding
Distribution Date, (ii) the portion of any amount calculated pursuant to clause
(i) remaining unpaid from prior Distribution Dates and (iii) interest accrued on
such amounts at the applicable Uncapped Pass-Through Rate.
"FIXED RATE SENIOR CERTIFICATES": Any Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 or Class A-6 Certificate.
"FIXED RATE SENIOR PRINCIPAL DISTRIBUTION AMOUNT": As defined in
SECTION 4.01(A)(XI).
"FREDDIE MAC": The Federal Home Loan Mortgage Corporation or any
successor.
"GRANTOR TRUST": That portion of the Trust Fund consisting of (i)
the REMIC IV Regular Interests, held subject to the right of the Principal
Balance Certificates to receive distributions of interest at the excess of their
respective Pass-Through Rates over the Weighted Average Adjusted Net Mortgage
Rate and the obligation of the Class X Certificates to make such distributions
and (ii) Prepayment Premiums due or received on the Mortgage Loans.
"GRANTOR TRUST DISTRIBUTION ACCOUNT": The segregated account or
accounts created and maintained as a separate trust account or accounts, or as a
subaccount of the Distribution Account, by the Trustee pursuant to SECTION 3.04,
which shall be entitled "LaSalle Bank National Association, as Trustee, in trust
for Holders of NationsLink Funding Corporation, Commercial Mortgage Pass-Through
Certificates, Series 1999-SL, Grantor Trust Distribution Account" and which
account shall be an Eligible Account.
"GROUND LEASE": The ground lease pursuant to which any Mortgagor
holds a leasehold interest in the related Mortgaged Property and any estoppel
agreements entered into by and between lenders and ground lessees and/or ground
lessors and/or mortgagees of the ground leasehold estate.
"GROUP": A group of Mortgage Loans that are cross-collateralized and
cross-defaulted with each other.
"HAZARDOUS MATERIALS": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls ("PCBs"),
radon gas, petroleum and petroleum products, urea formaldehyde and any
substances classified as being "in inventory", "usable work in process" or
similar classification which would, if classified as unusable, be included in
the foregoing definition.
"HISTORICAL LOAN MODIFICATION REPORT": That report originated by the
Special Servicer for the Master Servicer with respect to Specially Serviced
Mortgage Loans, and forwarded by the Master Servicer to the Trustee, under
Section 4.02(b)(1)(E).
"HISTORICAL LOSS ESTIMATE REPORT": A report or reports, originated
by the Special Servicer and forwarded by the Master Servicer to the Trustee
under Section 4.02(b)(1)(C), setting forth, among other things, as of the close
of business on the Determination Date immediately preceding the preparation of
such report or reports, (i) the amount of Liquidation Proceeds received, and
Liquidation Expenses incurred, both during the Collection Period ending on such
Determination Date and historically, and (ii) the amount of Realized Losses
occurring during such Collection Period and historically, set forth on a
Mortgage Loan-by-Mortgage Loan basis.
"HUD-APPROVED SERVICER": A servicer that is a mortgagee approved by
the Secretary of Housing and Urban Development pursuant to Sections 207 and 211
of the National Housing Act.
"INDEPENDENT": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Primary Servicer, the Special Servicer, the
Trustee, the REMIC Administrator, the Fiscal Agent and any and all Affiliates
thereof, (ii) does not have any direct financial interest in or any material
indirect financial interest in any of the Depositor, the Mortgage Loan Seller,
the Master Servicer, the Primary Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent or any Affiliate thereof, and (iii) is
not connected with the Depositor, the Mortgage Loan Seller, the Master Servicer,
the Primary Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Fiscal Agent or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be
Independent of the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Primary Servicer, the Special Servicer, the Trustee, the REMIC Administrator,
the Fiscal Agent or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any Class of securities issued by the
Depositor, the Mortgage Loan Seller, the Master Servicer, the Primary Servicer,
the Special Servicer, the Trustee, the REMIC Administrator, the Fiscal Agent or
any Affiliate thereof, as the case may be.
"INDEPENDENT CONTRACTOR": Any Person that would be an "independent
contractor" with respect to REMIC I within the meaning of Section 856(d)(3) of
the Code if REMIC I were a real estate investment trust (except that the
ownership test set forth in that section shall be considered to be met by (i)
any Person that owns, directly or indirectly, 35 percent or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall not be an expense of the Trustee,
the REMIC Administrator or the Trust, delivered to the Trustee and the REMIC
Administrator), so long as REMIC I does not receive or derive any income from
such Person and provided that the relationship between such Person and REMIC I
is at arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5), or (ii) any other Person upon receipt by the Trustee and the
REMIC Administrator of an Opinion of Counsel, which shall be at no expense to
the Trustee, the REMIC Administrator or the Trust, to the effect that the taking
of any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code, or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property.
"INTEREST ACCRUAL PERIOD": A Class A-1V Accrual Period or Fixed Rate
Accrual Period, as applicable.
"INTEREST CARRYOVER": Each of the Class A-1V LIBOR Interest
Carryover and the Fixed Rate Interest Carryovers.
"INITIAL CLASS PRINCIPAL BALANCE": With respect to any Class of
Principal Balance Certificates, the initial Class Principal Balance thereof as
of the Closing Date, in each case as set forth in the Preliminary Statement to
this Agreement.
"INITIAL POOL BALANCE": The aggregate Cut-off Date Balance of all
the Mortgage Loans included in the Trust Fund as of the Closing Date.
"INSTITUTIONAL ACCREDITED INVESTOR": As defined in SECTION 5.02(B).
"INSURANCE POLICY": With respect to any Mortgage Loan or REO
Property, any hazard insurance policy, flood insurance policy, title policy or
other insurance policy that is maintained from time to time in respect of such
Mortgage Loan (or the related Mortgaged Property) or in respect of such REO
Property, as the case may be.
"INSURANCE PROCEEDS": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the related
Mortgaged Property or REO Property or released to the Mortgagor, in either case,
in accordance with the Servicing Standard.
"INTERESTED PERSON": The Depositor, the Mortgage Loan Seller, the
Master Servicer, the Primary Servicer, any Sub-Servicer, the Special Servicer,
the Trustee, the Fiscal Agent, any Holder of a Certificate, or any Affiliate of
any such Person.
"INVESTMENT ACCOUNT": As defined in SECTION 3.06(A).
"INVESTMENT REPRESENTATION LETTER": As defined in SECTION 5.02(B).
"IRS": The Internal Revenue Service or any successor.
"LATE COLLECTIONS": With respect to any Mortgage Loan, all amounts
received thereon during any Collection Period, whether as payments, Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late collections of
the principal and/or interest portions of a Monthly Payment (other than a
Balloon Payment) or an Assumed Monthly Payment in respect of such Mortgage Loan
due or deemed due, as the case may be, for a Due Date in a Due Period related to
a previous Collection Period, or for a Due Date coinciding with or preceding the
Cut-off Date, and not previously received or recovered. With respect to any REO
Loan, all amounts received in connection with the related REO Property during
any Collection Period, whether as Insurance Proceeds, Liquidation Proceeds, REO
Revenues or otherwise, which represent late collections of the principal and/or
interest portions of a Monthly Payment (other than a Balloon Payment) or an
Assumed Monthly Payment in respect of the related Mortgage Loan or of an Assumed
Monthly Payment in respect of such REO Loan due or deemed due, as the case may
be, for a Due Date in a Due Period related to a previous Collection Period and
not previously received or recovered. The term "Late Collections" shall
specifically exclude any Default Charges.
"LIBOR": For any Class A-1V Accrual Period, the London interbank
offered rate for one-month United States dollar deposits determined by the
Trustee for such Class A-1V Accrual Period in accordance with the provisions of
SECTION 4.05.
"LIBOR BUSINESS DAY": Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and Chicago, Illinois.
"LIBOR DETERMINATION DATE": With respect to any Class A-1V Accrual
Period, the second LIBOR Business Day preceding such Class A-1V Accrual Period
(but which for the initial Class A-1V Accrual Period shall be April 29, 1999).
"LIQUIDATION EVENT": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by the Mortgage Loan Seller or any Affiliate thereof
pursuant to SECTION 2.03; or (iv) such Mortgage Loan is purchased by the
Majority Certificateholder of the Controlling Class pursuant to SECTION 3.18(B),
by the Master Servicer, the Primary Servicer, or the Special Servicer pursuant
to SECTION 3.18(C), or by the Master Servicer, the Primary Servicer, or the
Majority Certificateholder of the Controlling Class pursuant to SECTION 9.01.
With respect to any REO Property (and the related REO Loan), any of the
following events: (x) a Final Recovery Determination is made with respect to
such REO Property; or (y) such REO Property is purchased by the Master Servicer,
the Primary Servicer, or the Majority Certificateholder of the Controlling Class
pursuant to SECTION 9.01.
"LIQUIDATION EXPENSES": All customary, reasonable and necessary "out
of pocket" costs and expenses due and owing (but not otherwise covered by
Servicing Advances) in connection with the liquidation of any Specially Serviced
Mortgage Loan or REO Property pursuant to SECTION 3.09 or 3.18 (including,
without limitation, legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).
"LIQUIDATION FEE": With respect to each Specially Serviced Mortgage
Loan or REO Property (other than any Specially Serviced Mortgage Loan or REO
Property repurchased (x) by the Mortgage Loan Seller or any Affiliate thereof
pursuant to SECTION 2.03 within 90 days (or, if applicable, 180 days) of the
Mortgage Loan Seller's notice or discovery of the breach or Document Defect
giving rise to such repurchase obligation, (y) by the Majority Certificateholder
of the Controlling Class, the Master Servicer, the Primary Servicer, or the
Special Servicer pursuant to SECTION 3.18 or (z) by the Master Servicer, the
Primary Servicer, or the Majority Certificateholder of the Controlling Class
pursuant to SECTION 9.01), the fee designated as such and payable to the Special
Servicer pursuant to the third paragraph of SECTION 3.11(D).
"LIQUIDATION FEE RATE": With respect to each Specially Serviced
Mortgage Loan or REO Property as to which a Liquidation Fee is payable, 1.0% for
Mortgage Loans with an unpaid principal balance at the time of liquidation of
$1,000,000.00 and above and 1.5% for Mortgage Loans with an unpaid principal
balance at the time of liquidation of $999,999.99 or less.
"LIQUIDATION PROCEEDS": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Primary Servicer or the Special
Servicer in connection with: (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or condemnation; (ii) the
liquidation of a Mortgaged Property or other collateral constituting, or that
constituted, security for a defaulted Mortgage Loan, through trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof
required to be released to the related Mortgagor in accordance with applicable
law and the terms and conditions of the related Mortgage Note and Mortgage;
(iii) the realization upon any deficiency judgment obtained against a Mortgagor
or any guarantor; (iv) the purchase of a Defaulted Mortgage Loan by the Majority
Certificateholder of the Controlling Class pursuant to SECTION 3.18(B) or by the
Master Servicer, Primary Servicer, or the Special Servicer pursuant to SECTION
3.18(C) or any other sale thereof pursuant to SECTION 3.18(D); (v) the
repurchase of a Mortgage Loan by the Mortgage Loan Seller or any Affiliate
thereof pursuant to SECTION 2.03; or (vi) the purchase of a Mortgage Loan or REO
Property by the Master Servicer, the Primary Servicer or the Majority
Certificateholder of the Controlling Class pursuant to SECTION 9.01.
"LOAN GROUP 2": All Mortgage Loans having adjustable Mortgage Rates
as of the Cut-off Date, as shown on the Mortgage Loan Schedule.
"MAI": Member of the Appraisal Institute.
"MAJORITY CERTIFICATEHOLDER": With respect to any specified Class or
Classes of Certificates, as of any date of determination, any Holder or
particular group of Holders of Certificates of such Class or Classes, as the
case may be, entitled to a majority of the Voting Rights allocated to such Class
or Classes, as the case may be.
"MASTER CERTIFICATE ACCOUNT": The segregated account or accounts
created and maintained by the Master Servicer pursuant to SECTION 3.04 on behalf
of the Trustee in trust for Certificateholders, which shall be entitled "Banc
One Mortgage Capital Markets, LLC, as Master Servicer, in trust for the
registered holders of NationsLink Funding Corporation, Commercial Mortgage
Pass-Through
Certificates, Series 1999-SL, Certificate Account."
"MASTER SERVICER": Banc One Mortgage Capital Markets, LLC, its
successor in interest or any successor master servicer appointed as herein
provided.
"MASTER SERVICER REMITTANCE AMOUNT": With respect to any Master
Servicer Remittance Date, an amount equal to the Primary Servicer Remittance
Amount received from the Primary Servicer on the Primary Servicer Remittance
Date, net of the Master Servicing Fee.
"MASTER SERVICER REMITTANCE DATE": No later than 10:00 a.m., New
York City time, on the morning of that date which is the same day as the
Distribution Date.
"MASTER SERVICING FEE": With respect to each Mortgage Loan and REO
Loan, the fee payable to the Master Servicer pursuant to SECTION 3.11(A).
"MASTER SERVICING FEE RATE": With respect to each Mortgage Loan (and
any related REO Loan), the rate per annum that is 2 basis points (.02% per
annum).
"MODIFIED MORTGAGE LOAN": Any Mortgage Loan as to which any
Servicing Transfer Event has occurred and which has been modified by the Special
Servicer pursuant to SECTION 3.20 in a manner that:
(a) affects the amount or timing of any payment of principal or interest due
thereon (other than, or in addition to, bringing current Monthly Payments with
respect to such Mortgage Loan);
(b) except as expressly contemplated by the related Mortgage, results in a
release of the lien of the Mortgage on any material portion of the related
Mortgaged Property without a corresponding Principal Prepayment in an amount not
less than the fair market value (as is), as determined by an Appraisal delivered
to the Special Servicer (at the expense of the related Mortgagor and upon which
the Special Servicer may conclusively rely), of the property to be released; or
(c) in the good faith and reasonable judgment of the Special Servicer, otherwise
materially impairs the security for such Mortgage Loan or reduces the likelihood
of timely payment of amounts due thereon.
"MONTHLY PAYMENT": With respect to any Mortgage Loan, for any Due
Date as of which such Mortgage Loan is outstanding, the scheduled monthly
payment of principal and/or interest on such Mortgage Loan, including, without
limitation, a Balloon Payment, that is actually payable by the related Mortgagor
from time to time under the terms of the related Mortgage Note (as such terms
may be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan granted or agreed to by the Primary Servicer or Special Servicer
pursuant to SECTION 3.20) and applicable law.
"MOODY'S": Moody's Investors Service, Inc. or its successor in
interest. If neither such rating agency nor any successor remains in existence,
"Moody's" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Trustee, the Master
Servicer, the Primary Servicer, the Special Servicer and the REMIC
Administrator, and specific ratings of Moody's Investors Service, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated.
"MORTGAGE": With respect to any Mortgage Loan, separately and
collectively, as the context may require, each mortgage, deed of trust, deed to
secure debt and/or other similar document or instrument securing the related
Mortgage Note and creating a lien on the related Mortgaged Property.
"MORTGAGE FILE": With respect to any Mortgage Loan, subject to
SECTION 2.01(C), collectively the following documents:
(i) the original Mortgage Note, endorsed by the most recent endorsee
prior to the Trustee or, if none, by the originator, without
recourse, either in blank or to the order of the Trustee in the
following form: "Pay to the order of LaSalle Bank National
Association, as trustee for the registered holders of NationsLink
Funding Corporation, Commercial Mortgage Pass-Through
Certificates, Series 1999-SL, without recourse" together with all
prior endorsements showing a complete chain of endorsements from
the original payee to the Person endorsing the Mortgage Note to
the Trustee;
(ii) the original or a copy of the Mortgage and, if applicable, the
originals or copies of any intervening assignments thereof
showing a complete chain of assignment from the originator of the
Mortgage Loan to the most recent assignee of record thereof prior
to the Trustee, if any, in each case with evidence of recording
indicated thereon;
(iii) an original assignment of the Mortgage, in recordable form,
executed by the most recent assignee of record thereof prior to
the Trustee or, if none, by the originator, in favor of the
Trustee (in such capacity);
(iv) the original or a copy of any related Assignment of Leases (if
any such item is a document separate from the Mortgage) and, if
applicable, the originals or copies of any intervening
assignments thereof showing a complete chain of assignment from
the originator of the Mortgage Loan to the most recent assignee
of record thereof prior to the Trustee, if any, in each case with
evidence of recording thereon;
(v) an original assignment of any related Assignment of Leases (if
any such item is a document separate from the Mortgage), in
recordable form, executed by the most recent assignee of record
thereof prior to the Trustee or, if none, by the originator, in
favor of the Trustee (in such capacity), which assignment may be
included as part of the corresponding assignment of Mortgage
referred to in CLAUSE (III) above;
(vi) an original or copy of any related Security Agreement (if such
item is a document separate from the Mortgage) and, if
applicable, the originals or copies of any intervening
assignments thereof showing a complete chain of assignment from
the originator of the Mortgage Loan to the most recent assignee
of record thereof prior to the Trustee, if any;
(vii) an original assignment of any related Security Agreement (if such
item is a document separate from the Mortgage) executed by the
most recent assignee of record thereof prior to the Trustee or,
if none, by the originator, in favor of the Trustee (in such
capacity), which assignment may be included as part of the
corresponding assignment of Mortgage referred to in CLAUSE (III)
above;
(viii) originals or copies of all assumption, modification, written
assurance and substitution agreements, with evidence of recording
thereon if appropriate, in those instances where the terms or
provisions of the Mortgage, Mortgage Note or any related security
document have been modified or the Mortgage Loan has been
assumed;
(ix) the original or a copy of the lender's title insurance policy
(or, if a title insurance policy has not yet been issued, a
commitment for title insurance "marked-up" at the closing of such
Mortgage Loan or other binding commitment to issue title
insurance), together with all endorsements or riders (or copies
thereof) that were issued with or subsequent to the issuance of
such policy, insuring the priority of the Mortgage as a first
lien on the Mortgaged Property;
(x) the original of any guaranty of the obligations of the Mortgagor
under the Mortgage Loan which was in the possession of the
Mortgage Loan Seller at the time the Mortgage Files were
delivered to the Trustee;
(xi) (A) file copies of any UCC Financing Statements and continuation
statements which were filed in order to perfect (and maintain the
perfection of) any security interest held by the originator of
the Mortgage Loan (and each assignee of record prior to the
Trustee) in and to the personalty of the Mortgagor at the
Mortgaged Property (in each case with evidence of filing thereon)
and which were in the possession of the Mortgage Loan Seller at
the time the Mortgage Files were delivered to the Trustee and (B)
if any such security interest is perfected and the related UCC-1,
UCC-2 or UCC-3 financing statements were in the possession of the
Mortgage Loan Seller, an original UCC-2 or UCC-3 financing
statement, as applicable, executed by the most recent assignee of
record prior to the Trustee or, if none, by the originator,
evidencing the transfer of such security interest to the Trustee
(or a certified copy of such assignment as sent for filing);
(xii) the original or a copy of the power of attorney (with evidence of
recording thereon, if appropriate) granted by the Mortgagor if
the Mortgage, Mortgage Note or other document or instrument
referred to above was signed on behalf of the Mortgagor;
(xiii) if the Mortgagor has a leasehold interest in the related
Mortgaged Property, the original Ground Lease or a copy thereof;
(xiv) the original or copy of any intercreditor agreement relating to
such Mortgage Loan;
(xv) the original or copy of any operating lease relating to the
related Mortgaged Property;
(xvi) the original or a copy of the related loan agreement;
(xvii) the original or a copy of any management agreement relating to
such Mortgage Loan;
(xviii) the original or a copy of any lock-box, cash management agreement
relating to such Mortgage Loan;
(xix) the original or a copy of any environmental report relating to
such Mortgage Loan;
(xx) with respect to each Mortgage Loan as to which the related
Mortgaged Property is operated as a franchise restaurant, the
original or a copy of any franchise agreement relating to such
Mortgage Loan; and
(xxi) any amendments to Mortgage Loan documents and any other
additional documents required to be added to the Mortgage File
pursuant to this Agreement;
provided that whenever the term "MORTGAGE FILE" is used to refer to documents
actually received by the Trustee or a Custodian appointed thereby, such term
shall not be deemed to include such documents and instruments required to be
included therein unless they are actually so received.
"MORTGAGE LOAN": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to SECTION 2.01 and from time to time held in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other security documents contained in the related Mortgage
File.
"MORTGAGE LOAN PURCHASE AND SALE AGREEMENT": The Mortgage Loan
Purchase and Sale Agreement, dated as of May 27, 1999, between the Mortgage Loan
Seller and the Depositor.
"MORTGAGE LOAN SCHEDULE": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, which list is
attached hereto as Schedule I and may be amended from time to time in accordance
with SECTION 2.02(E). The Mortgage Loan Schedule shall set forth, among other
things, the following information with respect to each Mortgage Loan:
(i) the loan number and control number;
(ii) the street address or addresses (including city, state and zip
code) of the related Mortgaged Property;
(iii) (a) the Mortgage Rate and the Net Mortgage Rate in effect as of
the Cut-off Date, (b) whether the Mortgage Loan accrues interest
on the basis of the actual number of days elapsed in the relevant
month of accrual and a 360-day year or on any basis other than a
30/360 Basis (an "NON-30/360 BASIS") or on the basis of a 360-day
year consisting of twelve 30-day months (a "30/360 BASIS"), and
(c) whether the Mortgage Rate is a fixed rate or an adjustable
rate;
(iv) the original principal balance;
(v) the Cut-off Date Balance;
(vi) the (A) remaining term to stated maturity and (B) Stated Maturity
Date;
(vii) the Due Date;
(viii) the amount of the Monthly Payment due on the first Due Date
following the Cut-off Date;
(ix) the property type (e.g., multifamily);
(x) the Appraised Value at loan origination;
(xi) for adjustable rate loans, the index, margin, cap and floor.
The Mortgage Loan Schedule shall also set forth the aggregate Cut-off Date
Balance for all of the Mortgage Loans. Such list may be in the form of more than
one list, collectively setting forth all of the information required.
"MORTGAGE LOAN SELLER": Bank of America NT&SA.
"MORTGAGE NOTE": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto.
"MORTGAGE POOL": Collectively, all of the Mortgage Loans and any
successor REO Loans.
"MORTGAGE RATE": With respect to (i) any Mortgage Loan on or prior
to its Stated Maturity Date, the annualized rate at which interest is scheduled
(in the absence of a default) to accrue on such Mortgage Loan from time to time
in accordance with the terms of the related Mortgage Note (as such may be
modified at any time following the Closing Date) and applicable law, (ii) any
Mortgage Loan after its Stated Maturity Date, the annualized rate described in
CLAUSE (I) above determined without regard to the passage of such Stated
Maturity Date, and (iii) any REO Loan, the annualized rate described in CLAUSE
(I) or (II) above, as applicable, determined as if the related Mortgage Loan had
remained outstanding.
"MORTGAGED PROPERTY": Individually and collectively, as the context
may require, each real property (together with all improvements and fixtures
thereon) subject to the lien of a Mortgage and constituting collateral for a
Mortgage Loan. With respect to any Cross-Collateralized Mortgage Loan, as the
context may require, "Mortgaged Property" may mean, collectively, all the
Mortgaged Properties securing such Cross-Collateralized Mortgage Loan.
"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.
"MULTIFAMILY LOAN": Each Mortgage Loan designated as a "Multifamily
Loan" on the Mortgage Loan Schedule.
"NET AGGREGATE PREPAYMENT INTEREST EXCESS": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Excesses received in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Collection Period
exceeds (b) the aggregate of all Prepayment Interest Shortfalls incurred in
connection with the receipt of Principal Prepayments on the Mortgage Loans
during the related Collection Period.
"NET AGGREGATE PREPAYMENT INTEREST SHORTFALL": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Collection Period
exceeds (b) the aggregate of all Prepayment Interest Excesses received in
connection with the receipt of Principal Prepayments on the Mortgage Loans
during the related Collection Period.
"NET DEFAULT CHARGES": With respect to any Mortgage Loan or REO
Loan, any Default Charges actually collected thereon (determined in accordance
with the allocation of amounts collected as specified in SECTION 1.02), net of
any Advance Interest accrued on Advances made in respect of such Mortgage Loan
that are reimbursable from Default Interest constituting part of such Default
Charges in accordance with SECTION 3.05(A)(VIII).
"NET DEFAULT INTEREST": With respect to any Mortgage Loan or REO
Loan, any Default Interest actually collected thereon (determined in accordance
with the allocation of amounts collected as specified in SECTION 1.02), net of
any Advance Interest accrued on Advances made in respect of such Mortgage Loan
that are reimbursable from such Default Interest in accordance with SECTION
3.05(A)(VIII).
"NET INVESTMENT EARNINGS": With respect to any Investment Account
for any Collection Period, the amount, if any, by which the aggregate of all
interest and other income realized during such Collection Period on funds held
in such Investment Account, exceeds the aggregate of all losses and investment
costs, if any, incurred during such Collection Period in connection with the
investment of such funds in accordance with SECTION 3.06.
"NET INVESTMENT LOSS": With respect to any Investment Account for
any Collection Period, the amount by which the aggregate of all losses and
investment costs, if any, incurred during such Collection Period in connection
with the investment of funds held in such Investment Account in accordance with
SECTION 3.06, exceeds the aggregate of all interest and other income realized
during such Collection Period on such funds.
"NET MORTGAGE RATE": With respect to any Mortgage Loan or REO Loan,
as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect, minus the related Administrative Fee Rate. For purposes of
calculating the Pass-Through Rate for each Class of Principal Balance
Certificates or the Remittance Rate for any Class of REMIC I, REMIC II, REMIC
III or REMIC IV Regular Interests from time to time, the Net Mortgage Rate for
any Mortgage Loan will be calculated without regard to any modification, waiver
or amendment of the terms of such Mortgage Loan subsequent to the Closing Date.
"NET OPERATING INCOME": With respect to any Mortgaged Property, the
total operating revenues derived from such Mortgaged Property, minus the total
fixed and variable operating expenses incurred in respect of such Mortgaged
Property (subject to adjustments for, among other things, (i) non-cash items
such as depreciation and amortization, (ii) capital expenditures and (iii) debt
service on loans secured by the Mortgaged Property).
"NEW LEASE": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust has the right to
renegotiate the terms of such lease.
"NON 30/360 BASIS": As defined in clause (iii) of the definition of
"Mortgage Loan Schedule".
"NONRECOVERABLE ADVANCE": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"NONRECOVERABLE P&I ADVANCE": Any P&I Advance made or proposed to be
made in respect of a Mortgage Loan or REO Loan which, as determined by the
Primary Servicer, the Special Servicer or, if applicable, the Master Servicer,
the Trustee, or the Fiscal Agent, in its reasonable and good faith judgment,
will not be recoverable (together with Advance Interest accrued thereon), or
which in fact was not ultimately recovered, from late collections, Insurance
Proceeds, Liquidation Proceeds or any other contemplated recovery on or in
respect of such Mortgage Loan or REO Property (without giving effect to
potential recoveries on deficiency judgments or recoveries from guarantors).
"NONRECOVERABLE SERVICING ADVANCE": Any Servicing Advance made or
proposed to be made in respect of a Mortgage Loan or REO Property which, as
determined by the Primary Servicer, the Special Servicer or, if applicable, the
Master Servicer, the Trustee or the Fiscal Agent, in its reasonable and good
faith judgment, will not be recoverable (together with Advance Interest accrued
thereon), or which in fact was not ultimately recovered, from late collections,
Insurance Proceeds, Liquidation Proceeds or any other recovery on or in respect
of such Mortgage Loan or REO Property (without giving effect to potential
recoveries on deficiency judgments or recoveries from guarantors).
"NON-REGISTERED CERTIFICATE": Unless and until registered under the
Securities Act, any Class E, Class F, Class G, Class X, Class P or Class R
Certificate.
"NON-U.S. PERSON": Any person other than a U.S. Person.
"OC TARGET": For any Distribution Date, an amount which is initially
equal to three percent (3%) of the Cut-Off Date Principal Balance of the
Mortgage Loans and, on and after the Step-Down Date, is equal to the greater of
four and a half percent (4.5%) of the aggregate Stated Principal Balance of the
Mortgage Loans immediately after such Distribution Date and one percent (1%) of
the Initial Pool Balance.
"OFFICER'S CERTIFICATE": A certificate signed by a Servicing Officer
of the Primary Servicer or the Special Servicer, a Responsible Officer of the
Trustee or any authorized officer of the Mortgage Loan Seller, as the case may
be.
"OPERATING STATEMENT ANALYSIS REPORT": As defined in SECTION
4.02(B).
"OPINION OF COUNSEL": A written opinion of counsel (who must, in
connection with any opinion rendered pursuant hereto with respect to tax matters
or a resignation under SECTION 6.04, be Independent counsel, but who otherwise
may be salaried counsel for the Depositor, the Mortgage Loan Seller, the
Trustee, the REMIC Administrator, the Master Servicer, the Primary Servicer, the
Special Servicer, or the Fiscal Agent), which written opinion is acceptable and
delivered to the addressee(s).
"OPTIONAL PURCHASE DATE": The first date on which the Majority
Certificateholder of the Controlling Class or the Primary Servicer has a right
to purchase all of the Mortgage Loans under SECTION 9.01.
"OTS": The Office of Thrift Supervision or any successor thereto.
"OVER 49% INTEREST": As defined in SECTION 3.26(I).
"OVERCOLLATERALIZATION AMOUNT": As defined in SECTION 4.01(A).
"OWNERSHIP INTEREST": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.
"PASS-THROUGH RATE": With respect to any Class of Principal Balance
Certificates, for any Distribution Date, the rate per annum specified as such in
respect of such Class of Certificates in the Preliminary Statement hereto.
"PAST GRACE PERIOD LOAN": With respect to any Primary Servicer
Remittance Date, any Mortgage Loan having any Monthly Payment remaining unpaid
past its Due Date and past any applicable grace period for such Monthly Payment
as of the Determination Date on the same calendar month.
"PAYMENT PRIORITY": With respect to any Class of Certificates, the
priority of the Holders thereof in respect of the Holders of the other Classes
of Certificates to receive distributions out of the Available Distribution
Amount for any Distribution Date. The Payment Priority of the respective Classes
of Certificates shall be, in descending order, as follows: FIRST, the respective
Classes of Senior Certificates, pro rata; SECOND, the Class B Certificates;
third, the Class C Certificates; FOURTH, the Class D Certificates; FIFTH, the
Class E Certificates; SIXTH, the Class F Certificates; SEVENTH, the Class G
Certificates; EIGHTH, the Class X Certificates; and LAST, the Class R
Certificates.
"PERCENTAGE INTEREST": With respect to any Principal Balance
Certificate, the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance of such Certificate as of the Closing Date, as specified on the face
thereof, and the denominator of which is the Initial Class Principal Balance of
the relevant Class. With respect to a Class X Certificate, Class P Certificate
or Class R Certificate, the percentage interest in distributions to be made with
respect to the relevant Class, as stated on the face of such Certificate.
"PERMITTED ENCUMBRANCES": As defined in SECTION 2.05(C)(V).
"PERMITTED INVESTMENTS": Any one or more of the following
obligations:
(a) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States or any agency
or instrumentality thereof, provided such obligations are backed by the full
faith and credit of the United States;
(b) repurchase obligations with respect to any security
described in CLAUSE (I) above, provided that the long-term unsecured debt
obligations of the party agreeing to repurchase such obligations are in the
highest rated category by Fitch;
(c) federal funds, uncertificated certificates of deposit, time
deposits and bankers' acceptances (having original maturities of not more than
365 days) of any bank or trust company organized under the laws of the United
States or any state, provided that the short-term unsecured debt obligations of
such bank or trust company are rated no less than "P-1" by Moody's, and "F1+" by
Fitch;
(d) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of the United
States or any state thereof rated no less than "P-1" by Moody's, and "F1+" by
Fitch;
(e) units of money markets funds that maintain a constant asset
value and which are rated in the highest applicable rating category by each of
Fitch and Moody's; and
(f) any other obligation or security which would not result in
the downgrade, qualification (if applicable) or withdrawal of the rating then
assigned by any of the Rating Agencies to any Class of Certificates, evidence of
which shall be confirmed in writing by each Rating Agency to the Trustee;
provided that no investment described hereunder shall evidence either the right
to receive (a) only interest with respect to such investment or (b) a yield to
maturity greater than 120% of the yield to maturity at par of the underlying
obligations; and provided, further, that no investment described hereunder may
be purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity; and
provided, further, that each investment described hereunder shall, by its terms,
have a predetermined fixed amount of principal due at maturity (that cannot vary
or change) and either a fixed interest rate or variable interest rate tied to a
single interest rate index plus a single fixed spread; and provided, further,
that each investment described hereunder shall be a "cash flow investment", as
defined in the REMIC Provisions.
"PERMITTED TRANSFEREE": Any Transferee of a Residual Certificate
other than either a Disqualified Organization or a Disqualified Non-U.S. Person
or any nominee, agent or middleman of either.
"PERSON": Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or any agency or political subdivision thereof.
"PHASE I ENVIRONMENTAL ASSESSMENT": A "Phase I assessment" or, in
the case of certain Mortgage Loans having an initial principal balance under
$1,000,000, a transaction screen, as described in, and meeting the criteria of,
(i) Chapter 5 of the FNMA 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.
"P&I ADVANCE": As to any Mortgage Loan or REO Loan, any advance made
by the Primary Servicer, the Special Servicer, the Master Servicer, the Trustee
or the Fiscal Agent pursuant to SECTION 4.03.
"PLAN": As defined in SECTION 5.02(C).
"PREPAYMENT ASSUMPTION": The assumption that no Mortgage Loan is
prepaid prior to its Stated Maturity Date, such assumption to be used for
determining the accrual of original issue discount, market discount and premium,
if any, on the Mortgage Loans, the REMIC I Regular Interests and the
Certificates for federal income tax purposes.
"PREPAYMENT INTEREST EXCESS": With respect to any non-Specially
Serviced Mortgage Loan that was subject to a Principal Prepayment in full or in
part made during any Collection Period but after the Due Date in the related Due
Period, any payment of interest (net of related Primary, Special and Master
Servicing Fees and Trustee Fees and exclusive of Prepayment Premiums) actually
collected from the related Mortgagor and intended to cover the period from such
Due Date to the date of prepayment. Any Prepayment Interest Excess will be
retained by the Trust for the benefit of the Certificateholders.
"PREPAYMENT INTEREST SHORTFALL": With respect to any non-Specially
Serviced Mortgage Loan that was subject to a Principal Prepayment in full or in
part made during any Collection Period and before the Due Date in the related
Due Period, the amount of uncollected interest (determined without regard to any
Prepayment Premium that may have been collected) that would have accrued at a
per annum rate equal to the Net Mortgage Rate 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 such Mortgage Loan and ending
on such Due Date, inclusive. The Trust will incur all Prepayment Interest
Shortfalls.
"PREPAYMENT PREMIUM": Any premium, penalty or fee paid or payable,
as the context requires, by a Mortgagor in connection with a Principal
Prepayment on, or other early collection of principal of, a Mortgage Loan or any
successor REO Loan.
"PRIMARY CLASS A-6 PERCENTAGE": As defined in SECTION 4.01.
"PRIMARY CLASS A-6 PRINCIPAL DISTRIBUTION AMOUNT": As defined in
SECTION 4.01.
"PRIMARY SERVICER": Bank of America NT&SA.
"PRIMARY SERVICER REMITTANCE AMOUNT": With respect to any Primary
Servicer Remittance Date, an amount equal to (a) all amounts on deposit in the
Certificate Account as of the commencement of business on such Primary Servicer
Remittance Date, net of (b) any portion of the amounts described in CLAUSE (A)
of this definition that represents one or more of the following: (i) collected
Monthly Payments that are due on a Due Date following the end of the related
Collection Period, (ii) any unscheduled payments of principal (including,
without limitation, Principal Prepayments) and interest, Liquidation Proceeds
and Insurance Proceeds received after the end of the related Collection Period,
(iii) any Prepayment Premiums received after the end of the related Collection
Period, (iv) any amounts payable or reimbursable to any Person from the
Certificate Account pursuant to any of CLAUSES (II) through (XVI) of SECTION
3.05(A), and (v) any amounts deposited in the Certificate Account in error;
provided that, with respect to the Primary Servicer Remittance Date that occurs
in the same calendar month as the Final Distribution Date, the Primary Servicer
Remittance Amount will be calculated without regard to CLAUSES (B)(I), (B)(II)
and (B)(III) of this definition.
"PRIMARY SERVICER REMITTANCE DATE": No later than noon, New York
City time, on the Business Day immediately preceding each Distribution Date.
"PRIMARY SERVICING FEE": With respect to each Mortgage Loan, the
monthly fee payable to the Primary Servicer pursuant to SECTION 3.11(B).
"PRIMARY SERVICING FEE RATE": With respect to each Mortgage Loan
(and any related REO loan), the rate of 20 basis points (.20% per annum).
"PRIMARY SERVICING OFFICE": With respect to the Master Servicer, the
office thereof primarily responsible for performing its respective duties under
this Agreement, initially located in Texas and, with respect to the Primary
Servicer, the office thereof primarily responsible for performing its respective
duties under this Agreement, initially located in California, and, with respect
to the Special Servicer, the office thereof primarily responsible for performing
its respective duties under this Agreement, initially located in Texas.
"PRINCIPAL BALANCE CERTIFICATE": Any Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-1V, Class B, Class C, Class D,
Class E, Class F or Class G Certificate.
"PRINCIPAL DISTRIBUTION AMOUNT": With respect to the Senior
Certificates or any Class of Subordinated Principal Balance Certificates, the
Senior Principal Distribution Amount or Subordinated Principal Distribution
Amount applicable to such Certificates.
"PRINCIPAL PREPAYMENT": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest (without regard to
any Prepayment Premium that may have been collected) representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment.
"PROSPECTUS SUPPLEMENT": That certain prospectus supplement dated
May 20, 1999, relating to the Registered Certificates, that is a supplement to
the Base Prospectus.
"QUALIFIED APPRAISER": In connection with the appraisal of any
Mortgaged Property or REO Property, an Independent MAI-designated appraiser with
at least five years of experience in respect of the relevant geographic location
and property type.
"QUALIFIED INSTITUTIONAL BUYER": As defined in SECTION 5.02(B).
"QUALIFIED INSURER": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction.
"RATING AGENCY": Each of Moody's and Fitch.
"RATED FINAL DISTRIBUTION DATE": As to each Class of Certificates,
November 10, 2030.
"REALIZED LOSS": With respect to each defaulted Mortgage Loan as to
which a Final Recovery Determination has been made, or with respect to any REO
Loan as to which a Final Recovery Determination has been made as to the related
REO Property, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan or REO Loan, as the case may be, as of the Due
Date in the Due Period related to the Collection Period in which the Final
Recovery Determination was made, plus (ii) all accrued but unpaid interest on
such Mortgage Loan or REO Loan, as the case may be (without taking into account
the amounts described in SUBCLAUSE (IV) of this sentence), at the related
Mortgage Rate to but not including the Due Date in the Due Period related to the
Collection Period in which the Final Recovery Determination was made, plus (iii)
any related unreimbursed Servicing Advances as of the commencement of the
Collection Period in which the Final Recovery Determination was made, together
with any new related Servicing Advances made during such Collection Period, and
including Advance Interest, minus (iv) all payments and proceeds, if any,
received in respect of such Mortgage Loan or REO Loan, as the case may be,
during the Collection Period in which such Final Recovery Determination was made
(net of any related Liquidation Expenses paid therefrom).
With respect to any Mortgage Loan as to which any portion of the
outstanding principal or accrued interest owed thereunder was forgiven in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted
or agreed to by the Primary Servicer or Special Servicer pursuant to SECTION
3.20, the amount of such principal or interest (other than any Default Interest)
so forgiven.
With respect to any Mortgage Loan as to which the Mortgage Rate
thereon has been permanently reduced and not recaptured for any period in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted
or agreed to by the Primary Servicer or Special Servicer pursuant to SECTION
3.20, the amount of the consequent reduction, if any, in the interest portion of
each successive Monthly Payment due thereon. Each such Realized Loss shall be
deemed to have been incurred on the Due Date for each affected Monthly Payment.
"REALIZED LOSS PERCENTAGE": As defined in SECTION 4.01(A).
"RECORD DATE": With respect to each Class of Certificates, for any
Distribution Date, the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs.
"RECORDATION DELIVERY DATE": As defined in Section 2.01(c).
"RECORDATION EVENT": As defined in Section 2.01(b).
"REFERENCE BANKS": Barclay's Bank PLC, Chase Manhattan Bank,
Citibank, N.A. and National Westminster Bank PLC; PROVIDED that if any of the
foregoing banks are not suitable to serve as a Reference Bank, then any leading
banks selected by the Trustee which are engaged in transactions in Eurodollar
deposits in the international Eurocurrency market (i) with an established place
of business in London, (ii) not controlling, under the control of or under
common control with any Depositor or any affiliate thereof, (iii) whose
quotations appear on the Telerate LIBOR Page on the relevant Interest
Determination Date and (iv) which have been designated as such by the Trustee.
"REGISTERED CERTIFICATES": The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-1V, Class B, Class C, and Class D
Certificates.
"REIMBURSEMENT RATE": The rate per annum applicable to the accrual
of Advance Interest, which rate per annum shall be equal to the "prime rate"
compounded on each Determination Date as published in the "Money Rates" section
of The Wall Street Journal, as such "prime rate" may change from time to time.
If The Wall Street Journal ceases to publish such "prime rate", then the
Trustee, in its sole discretion, shall select an equivalent publication that
publishes such "prime rate"; and if such "prime rate" is no longer generally
published or is limited, regulated or administered by a governmental or
quasi-governmental body, then the Trustee shall select a comparable interest
rate index. In either case, such selection shall be made by the Trustee in its
sole discretion and the Trustee shall notify the Master Servicer, the Primary
Servicer and the Special Servicer in writing of its selection.
"RELATED PROCEEDS": With respect to any Advance with respect to a
Mortgage Loan, future payments, and other collections, including collections in
the form of Insurance Proceeds, condemnation proceeds, and Liquidation Proceeds,
on or in respect of such Mortgage Loan or related REO Property.
"REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code.
"REMIC ADMINISTRATOR": LaSalle Bank National Association, its
successor in interest, or any successor REMIC administrator appointed as herein
provided.
"REMIC I": A segregated pool of assets subject hereto and to be
administered hereunder, with respect to which a REMIC election is to be made,
consisting of: (i) the Mortgage Loans as from time to time are subject to this
Agreement and all payments under and proceeds of such Mortgage Loans received or
receivable after the Cut-off Date (other than payments of principal, interest
and other amounts due and payable on the Mortgage Loans on or before the Cut-off
Date and other than Prepayment Premiums due or received thereunder), together
with all documents, Escrow Payments and Reserve Funds delivered or caused to be
delivered hereunder with respect to such Mortgage Loans by the Mortgage Loan
Seller; (ii) any REO Property acquired in respect of a Mortgage Loan and all
payments and proceeds of such REO Property; and (iii) such amounts on or with
respect to clauses (i) or (ii) as from time to time are deposited in the REMIC I
Distribution Account, the Master Certificate Account, the Certificate Account
and the REO Account (if established).
"REMIC I DISTRIBUTION ACCOUNT": The segregated account or accounts
created and maintained as a separate trust account or accounts, or as a
sub-account of the Distribution Account, by the Trustee pursuant to SECTION
3.04, which shall be entitled "LASALLE BANK NATIONAL ASSOCIATION, as Trustee, in
trust for Holders of NationsLink Funding Corporation, Commercial Mortgage
Pass-Through Certificates, Series 1999-SL, REMIC I Distribution Account" and
which account shall be an Eligible Account.
"REMIC I DISTRIBUTION AMOUNT": As defined in SECTION 4.01(B)(I).
"REMIC I REGULAR INTERESTS": Any of the Class L1T1, Class L1T2 or
Class L1T3 Uncertificated Interests.
"REMIC I REMITTANCE RATE": With respect to any REMIC I Regular
Interest, the Weighted Average Adjusted Net Mortgage Rate.
"REMIC II": A segregated pool of assets subject hereto and to be
administered hereunder, and consisting of all of the REMIC I Regular Interests
and amounts distributed thereon as from time to time are held in the REMIC II
Distribution Account.
"REMIC II REGULAR INTERESTS": Any of the Class L2T1, Class L2T1N,
Class L2T2, Class L2T2N, Class L2T3 and Class L2T3N Uncertificated Interests.
"REMIC II DISTRIBUTION ACCOUNT": The segregated account or accounts
created and maintained as a separate trust account or accounts, or as a
sub-account of the Distribution Account, by the Trustee pursuant to SECTION
3.04, which shall be entitled "LASALLE BANK NATIONAL ASSOCIATION, as Trustee, in
trust for Holders of NationsLink Funding Corporation, Commercial Mortgage
Pass-Through Certificates, Series 1999-SL, REMIC II Distribution Account" and
which account shall be an Eligible Account.
"REMIC II IO REMITTANCE RATE": For any Distribution Date, the
Weighted Average Adjusted Net Mortgage Rate multiplied by the ratio of (x) the
difference between the aggregate Stated Principal Balance of the Mortgage Loans
as of the preceding Distribution Date and the aggregate Class Principal Balance
of the Principal Balance Certificates immediately prior to such current
Distribution Date, over (y) such aggregate Stated Principal Balance.
"REMIC II NON-IO REMITTANCE RATE": For any Distribution Date, the
Weighted Average Adjusted Net Mortgage Rate multiplied by the ratio of (x) the
aggregate Class Principal Balance of the Principal Balance Certificates
immediately prior to such current Distribution Date, over (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the preceding Distribution
Date.
"REMIC III": A segregated pool of assets subject hereto and to be
administered hereunder, and consisting of all of the REMIC II Regular Interests
and amounts distributed thereon as from time to time are held in the REMIC III
Distribution Account.
"REMIC III REGULAR INTERESTS": Any of the Class MA1, Class MA2,
Class MA3, Class MA4, Class MA5, Class MA6, Class MA1V, Class MB, Class MC,
Class MD, Class ME, Class MF, Class MG and Class MX Uncertificated Interests.
"REMIC III DISTRIBUTION ACCOUNT": The segregated account or accounts
created and maintained as a separate trust account or accounts, or as a
subaccount of the Distribution Account, by the Trustee pursuant to SECTION 3.04,
which shall be entitled "LaSalle Bank National Association, as Trustee, in trust
for Holders of NationsLink Funding Corporation, Commercial Mortgage Pass-Through
Certificates, Series 1999-SL, REMIC III Distribution Account" and which account
shall be an Eligible Account.
"REMIC IV": A segregated pool of assets subject hereto and to be
administered hereunder, and consisting of all of the REMIC III Regular Interests
and amounts distributed thereon as from time to time are held in the REMIC IV
Distribution Account.
"REMIC IV REGULAR INTERESTS": Any of the Class UA1, Class UA2, Class
UA3, Class UA4, Class UA5, Class UA6, Class UA1V, Class UB, Class UC, Class UD,
Class UE, Class UF, Class UG, Class UX1 and Class UX2 Uncertificated Interests.
"REMIC IV DISTRIBUTION ACCOUNT": The segregated account or accounts
created and maintained as a separate trust account or accounts, or as a
subaccount of the Distribution Account, by the Trustee pursuant to SECTION 3.04,
which shall be entitled "LaSalle Bank National Association, as Trustee, in trust
for Holders of NationsLink Funding Corporation, Commercial Mortgage Pass-Through
Certificates, Series 1999-SL, REMIC IV Distribution Account" and which account
shall be an Eligible Account.
"REMIC PROVISIONS": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final Treasury regulations (or proposed
regulations that would apply by reason of their proposed effective date to the
extent not inconsistent with temporary or final regulations) and any rulings
promulgated thereunder, as the foregoing may be in effect from time to time.
"REMITTANCE RATE": With respect to each REMIC IV Regular Interest
(other than the Class UX1 and Class UX2 Uncertificated Interests), the "REMIC IV
Remittance Rate" for such Class shown in the Preliminary Statement hereto; with
respect to each REMIC III Regular Interest (other than the Class MX
Uncertificated Interest), the Weighted Average Adjusted Net Mortgage Rate; with
respect to each of the Class L2T1, Class L2T2 and Class L2T3 Uncertificated
Interests, the REMIC II Non-IO Remittance Rate; with respect to each of the
Class L2T1N, Class L2T2N and Class L2T3N Uncertificated Interests, the REMIC II
IO Remittance Rate; with respect to each of the REMIC I Regular Interests, the
Class UX2 Uncertificated Interest and the Class MX Uncertificated Interest, the
Weighted Average Adjusted Net Mortgage Rate; and with respect to the Class UX1
Uncertificated Interest, the Weighted Average Component Pass-Through Rate.
"RENTS FROM REAL PROPERTY": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code, which income,
subject to the terms and conditions of that Section of the Code in its present
form, does not include:
(a) except as provided in Section 856(d)(4) or (6) of the Code, any amount
received or accrued, directly or indirectly, with respect to such REO Property,
if the determination of such amount depends in whole or in part on the income or
profits derived by any Person from such property (unless such amount is a fixed
percentage or percentages of receipts or sales and otherwise constitutes Rents
from Real Property);
(b) any amount received or accrued, directly or indirectly, from any Person if
the Trust Fund owns directly or indirectly (including by attribution) a ten
percent or greater interest in such Person determined in accordance with
Sections 856(d)(2)(B) and (d)(5) of the Code;
(c) any amount received or accrued, directly or indirectly, with respect to such
REO Property if any Person Directly Operates such REO Property;
(d) any amount charged for services that are not customarily furnished in
connection with the rental of property to tenants in buildings of a similar
class in the same geographic market as such REO Property within the meaning of
Treasury Regulations Section 1.856-4(b)(1) (whether or not such charges are
separately stated); and
(e) rent attributable to personal property unless such personal property is
leased under, or in connection with, the lease of such REO Property and, for any
taxable year of the Trust Fund, such rent is no greater than 15 percent of the
total rent received or accrued under, or in connection with, the lease.
"REO ACCOUNT": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to SECTION 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "Banc One
Mortgage Capital Markets, LLC, as Special Servicer, in trust for registered
holders of NationsLink Funding Corporation, Commercial Mortgage Pass-Through
Certificates, Series 1999-SL, REO Account".
"REO ACQUISITION": The acquisition of an REO Property for federal
income tax purposes pursuant to Treasury Regulations Section 1.856-6.
"REO DISPOSITION": The sale or other disposition of the REO Property
pursuant to SECTION 3.18(D).
"REO EXTENSION": As defined in SECTION 3.16(A).
"REO LOAN": The mortgage loan deemed for purposes hereof to be
outstanding with respect to each REO Property acquired in respect of any
Mortgage Loan. Each REO Loan shall be deemed to provide for monthly payments of
principal and/or interest equal to its Assumed Monthly Payment and otherwise to
have the same terms and conditions as the predecessor Mortgage Loan. Each REO
Loan shall be deemed to have an initial unpaid principal balance and Stated
Principal Balance equal to the unpaid principal balance and Stated Principal
Balance, respectively, of the predecessor Mortgage Loan as of the date of the
related REO Acquisition. In addition, all Monthly Payments (other than any
Balloon Payment), Assumed Monthly Payments (in the case of a Balloon Mortgage
Loan delinquent in respect of its Balloon Payment) and other amounts due and
owing, or deemed to be due and owing, in respect of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, shall be deemed to continue
to be due and owing in respect of an REO Loan. All amounts payable or
reimbursable to the Master Servicer, the Primary Servicer, the Special Servicer,
the Trustee and/or the Fiscal Agent in respect of the related Mortgage Loan as
of the date of the related REO Acquisition, including, without limitation, any
unpaid Servicing Fees and any unreimbursed Advances, together with any Advance
Interest accrued and payable to the Master Servicer, the Primary Servicer,
Special Servicer, the Trustee and/or the Fiscal Agent in respect of such
Advances, shall continue to be payable or reimbursable to the Master Servicer,
the Primary Servicer, Special Servicer, Trustee, and/or the Fiscal Agent as the
case may be, in respect of an REO Loan.
"REO PROPERTY": A Mortgaged Property acquired by the Special
Servicer on behalf of the Trustee for the benefit of the Certificateholders
pursuant to SECTION 3.09 through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Mortgage Loan.
"REO REVENUES": All income, rents, profits and proceeds derived from
the ownership, operation or leasing of any REO Property.
"REO STATUS REPORT": A report or reports originated by the Special
Servicer, and forwarded by the Master Servicer to the Trustee under Section
4.02(b)(1)(B), substantially in the form of EXHIBIT E attached hereto setting
forth, among other things, with respect to each REO Property that was included
in the Trust Fund as of the close of business on the Determination Date
immediately preceding the preparation of such report or reports, (i) the
Acquisition Date of such REO Property, (ii) the amount of income collected with
respect to any REO Property (net of related expenses) and other amounts, if any,
received on such REO Property during the related Collection Period and (iii) the
value of the REO Property based on the most recent Appraisal or other valuation
thereof available to the Primary Servicer as of such Determination Date
(including any valuation prepared internally by the Special Servicer).
"REPURCHASE PRICE": With respect to any Mortgage Loan, a price equal
to the unpaid principal balance of the Mortgage Loan as of the date of purchase,
together with (a) all accrued and unpaid interest on the Mortgage Loan at the
related Mortgage Rate to but not including the Due Date in the Due Period
related to the Collection Period of purchase, (b) all related unreimbursed
Servicing Advances, and (c) all accrued and unpaid Advance Interest in respect
of related Advances. With respect to any REO Property, a price equal to the
unpaid principal balance of the related REO Loan as of the date of purchase,
together with (a) all accrued and unpaid interest on such REO Loan at the
related Mortgage Rate to but not including the Due Date in the Due Period
related to the Collection Period of purchase, (b) all related unreimbursed
Servicing Advances, and (c) all accrued and unpaid Advance Interest in respect
of related Advances. The Repurchase Price of any Mortgage Loan or REO Property
is intended to include, without limitation, principal and interest previously
advanced with respect thereto and not previously reimbursed.
"REQUEST FOR RELEASE": A request for release signed by a Servicing
Officer of, as applicable, the Primary Servicer or Special Servicer in the form
of EXHIBIT D attached hereto.
"REQUIRED CLAIMS-PAYING RATINGS": With respect to any insurance
carrier, claims-paying ability ratings at least equal to the following minimum
ratings assigned to such carrier by at least two of the following parties and,
in any event, by each Rating Agency that assigned a rating to the claims-paying
ability of such insurance carrier: Moody's ("A2" or better), Duff & Phelps
Credit Rating Co. ("A" or better), Fitch ("AA" or better), Standard & Poor's
Ratings Services, a Division of The McGraw Hill Companies, Inc. ("A" or better)
and A.M. Best ("A:IX" or better); PROVIDED, HOWEVER, that a rating by A.M. Best
shall be disregarded and shall not count as one of the two required ratings
except with respect to a fidelity bond or errors and omissions insurance
maintained by a Sub-Servicer and then only to the extent in force as of the
Closing Date. Notwithstanding the preceding sentence, an insurance carrier with
lower or fewer claims-paying ability ratings shall be deemed to have the
"Required Claims-Paying Ratings" if each of the Rating Agencies has confirmed in
writing that such insurance carrier shall not result, in and of itself, in a
downgrading, withdrawal or qualification (if applicable) of the then current
rating assigned by such Rating Agency to any Class of Certificates.
"RESERVE ACCOUNT": The account or accounts created and maintained
pursuant to SECTION 3.03(D).
"RESERVE FUNDS": With respect to any Mortgage Loan, any amounts
delivered by the related Mortgagor to be held in escrow by or on behalf of the
mortgagee representing reserves for principal and interest payments, repairs,
replacements, capital improvements (including, without limitation, tenant
improvements and leasing commissions), and/or environmental testing and
remediation with respect to the related Mortgaged Property.
"RESIDUAL CERTIFICATE": Any Class R Certificate.
"RESPONSIBLE OFFICER": When used with respect to the initial
Trustee, any officer assigned to the Asset-Backed Securities Trust Services
Group, and when used with respect to any successor Trustee any officer assigned
to its Corporate Trust Office, any vice president, any assistant vice president,
any assistant secretary, any assistant treasurer, or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers to whom a particular matter is referred by the
Trustee because of such officer's knowledge of and familiarity with the
particular subject. When used with respect to any Certificate Registrar (other
than the Trustee), any officer or assistant officer thereof.
"SECURITIES ACT": The Securities Act of 1933, as amended.
"SECURITY AGREEMENT": With respect to any Mortgage Loan, any
security agreement, chattel mortgage or similar document or instrument, whether
contained in the related Mortgage or executed separately, creating in favor of
the holder of such Mortgage a security interest in the personal property
constituting security for repayment of such Mortgage Loan.
"SENIOR CERTIFICATE": Any Fixed Rate Senior Certificate or Class
A-1V Certificate.
"SENIOR MINIMUM CREDIT SUPPORT AMOUNT": As defined in SECTION 4.01.
"SENIOR PRINCIPAL DISTRIBUTION AMOUNT": As defined in SECTION 4.01.
"SENIOR PRINCIPAL DISTRIBUTION CROSS-OVER DATE": The first
Distribution Date as of which the aggregate Class Principal Balance of the
Certificates outstanding immediately prior to such Distribution Date exceeds the
sum of (a) the aggregate Stated Principal Balance of the Mortgage Pool that will
be outstanding immediately following such Distribution Date, plus (b) the lesser
of (i) the Base Principal Distribution Amount for such Distribution Date and
(ii) the portion of the Available Distribution Amount for such Distribution Date
that will remain after the distributions of interest to be made on the Senior
Certificates on such Distribution Date have been so made.
"SERVICER REPORTS": As defined in SECTION 4.02, including the
Delinquent Loan Status Report, REO Status Report, Special Servicer Loan Status
Report, Historical Loan Modification Report and Historical Loss Estimate Report.
"SERVICING ACCOUNT": The account or accounts created and maintained
pursuant to SECTION 3.03(A).
"SERVICING ADVANCES": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred or to be incurred, as the context
requires, by the Primary Servicer (for non-Specially Serviced Mortgage Loans) or
the Special Servicer (for Specially Serviced Mortgage Loans and REO Loans) (or,
if applicable, the Master Servicer, the Trustee or the Fiscal Agent) in
connection with the servicing of a Mortgage Loan after a default, delinquency or
other unanticipated event, or in connection with the administration of any REO
Property, including, but not limited to, the cost of (a) compliance with the
obligations of the Primary Servicer and/or the Special Servicer set forth in
SECTIONS 3.03(C) and 3.09, (b) the preservation, insurance, restoration,
protection and management of a Mortgaged Property, (c) obtaining any Liquidation
Proceeds or Insurance Proceeds in respect of any Mortgage Loan or REO Property,
(d) any enforcement or judicial proceedings with respect to a Mortgaged
Property, including, without limitation, foreclosures, and (e) the operation,
management, maintenance and liquidation of any REO Property; provided that
notwithstanding anything herein to the contrary, "SERVICING ADVANCES" shall not
include allocable overhead of the Primary Servicer or the Special Servicer, such
as costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses,
or costs incurred by either such party in connection with its purchase of any
Mortgage Loan or REO Property pursuant to any provision of this Agreement.
"SERVICING FEES": With respect to each Mortgage Loan and REO Loan,
the Master Servicing Fee, the Primary Servicing Fee, and the Special Servicing
Fee.
"SERVICING FILE": Any documents (other than documents required to be
part of the related Mortgage File), including, without limitation, any related
environmental site assessment report(s) in the possession of the Primary
Servicer or the Special Servicer and relating to the origination and servicing
of any Mortgage Loan.
"SERVICING OFFICER": Any officer or authorized signatory of the
Primary Servicer or the Special Servicer (or, if applicable, the Master
Servicer) involved in, or responsible for, the administration and servicing of
Mortgage Loans, whose name and specimen signature appear on a list of such
officers and authorized signatories furnished by such party to the Trustee and
the Depositor on the Closing Date, as such list may be amended from time to time
thereafter.
"SERVICING RETURN DATE": With respect to any Corrected Mortgage
Loan, the date that servicing thereof is returned by the Special Servicer to the
Primary Servicer pursuant to SECTION 3.21(A).
"SERVICING STANDARD": With respect to each of the Master Servicer,
the Primary Servicer and the Special Servicer, to service and administer the
Mortgage Loans and any REO Properties for which such Person is responsible
hereunder: (a) in accordance with the higher standard of (i) the same manner in
which, and with the same care, skill, prudence and diligence with which, the
Master Servicer, the Primary Servicer or Special Servicer, as the case may be,
generally services and administers comparable mortgage loans or assets, as
applicable, for other third parties, and (ii) the same manner in which, and with
the same care, skill, prudence and diligence with which, the Master Servicer,
the Primary Servicer or the Special Servicer, as the case may be, generally
services and administers comparable mortgage loans or assets, as applicable,
owned by it; (b) with a view to the timely collection of all Monthly Payments of
principal and interest under the Mortgage Loans or, if a Mortgage Loan comes
into and continues in default and if, in the good faith and reasonable judgment
of the Special Servicer, no satisfactory arrangements can be made for the
collection of the delinquent payments, the maximization of the recovery on such
Mortgage Loan to the Certificateholders (as a collective whole) on a present
value basis (the relevant discounting of anticipated collections that will be
distributable to Certificateholders to be performed at the related Net Mortgage
Rate and (c) without regard to: (i) any relationship that the Master Servicer,
the Primary Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof may have with any related Mortgagor; (ii) the ownership of any
Certificate by the Master Servicer, the Primary Servicer or the Special
Servicer, as the case may be, or by any Affiliate thereof; (iii) the Primary or
Master Servicer's obligation to make Advances; (iv) the Special Servicer's
obligation to make (or to direct the Primary or Master Servicer to make)
Servicing Advances; (v) the right of the Primary or Master Servicer (or any
Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the
case may be, to receive compensation for its services or reimbursement of costs
hereunder or with respect to any particular transaction; (vi) any credit that it
has extended to any Mortgagor (e.g. partnership debt) and (vii) the servicing of
any other mortgage loans by the Master Servicer, the Primary Servicer or the
Special Servicer. Bank of America NT&SA, as Primary Servicer, shall adhere to
this same Servicing Standard as does the Master Servicer under commercial
mortgage-backed security standards.
"SERVICING TRANSFER EVENT": With respect to any Mortgage Loan, the
occurrence of any of the events described in CLAUSES (A) through (K) of the
definition of "SPECIALLY SERVICED MORTGAGE LOAN".
"SIMILAR LAW": As defined in SECTION 5.02(C).
"SINGLE CERTIFICATE": For purposes of SECTION 4.02(A), any
Certificate evidencing a $1,000 denomination or, in the case of a Class X, Class
P or Class R Certificate, a 100% Percentage Interest.
"SINGLE-PURPOSE ENTITY": A Person, other than an individual, whose
organizational documents provide that it is formed solely for the purpose of
owning the related Mortgaged Property, Mortgaged Properties securing other
Mortgage Loans and assets incidental to the ownership and operation of such
Mortgaged Property or Properties, and which has agreed, either in such
organizational documents or the loan documents relating to any related Mortgage
Loan, that it (a) does not engage in any business unrelated to such property and
the financing thereof; (b) does not have any indebtedness other than as
permitted by the related Mortgage, (c) maintains its own books, records and
accounts, in each case which are separate and apart from the books, records and
accounts of any other Person; (d) conducts business in its own name; (e) does
not guarantee or assume the debts or obligations of any other person; (f) does
not commingle its assets or funds with those of any other Person; (g) transacts
business with affiliates on an arm's length basis; and (h) holds itself out as
being a legal entity separate and apart from any other Person. In addition, such
entity's organizational documents provide that any dissolution and winding up or
insolvency filing for such entity requires either the unanimous consent of all
partners or members, as applicable, or the consent of an independent Person
(whether as a partner, member, or director in such entity or in any Person that
is the managing member or general partner of such entity or otherwise), and
either such organizational documents or the terms of the mortgage loan documents
provide that such organizational documents may not be amended without the
consent of the lender as regards such single-purpose entity requirements.
"SPECIAL SERVICER": Banc One Mortgage Capital Markets, LLC, its
successor in interest, or any successor special servicer appointed as herein
provided.
"SPECIAL SERVICER LOAN STATUS REPORT": A report or reports,
originated by the Special Servicer and forwarded by the Master Servicer to the
Trustee under Section 4.02(b)(1)(D), (which need not be in a separate report or
reports from the other reports listed in clauses (1)(A), (B), (C) or (E) of
SECTION 4.02(B) and other CSSA reports) setting forth, among other things, as of
the close of business on the Determination Date immediately preceding the
preparation of such report or reports, (i) the aggregate unpaid principal
balance of all Specially Serviced Mortgage Loans and (ii) a loan-by-loan listing
of all Specially Serviced Mortgage Loans indicating their status, date and
reason for transfer to the Special Servicer, provided, however, that what steps
the Special Servicer is taking to address Specially Serviced Mortgage Loans, and
estimated losses attributable to Specially Serviced Mortgage Loans (consistent
with calculated fields in Servicer Reports).
"SPECIAL SERVICER REMITTANCE AMOUNT": With respect to
Specially-Serviced Mortgage Loans, and with respect to any Special Servicer
Remittance Date, those amounts held under SECTION 3.16(B) and withdrawn under
SECTION 3.16(C) for deposit in the Certificate Account.
"SPECIAL SERVICER REMITTANCE DATE": No later than 1:00 p.m. New York
City time, on that Business Day which is one (1) Business Day after the
Determination Date.
"SPECIAL SERVICING FEE": With respect to each Specially Serviced
Mortgage Loan and each REO Loan, the fee designated as such and payable to the
Special Servicer pursuant to the first paragraph of SECTION 3.11(D). If paid by
the Primary Servicer, this fee shall be calculated by the Special Servicer and
supported by documentation from the Special Servicer.
"SPECIAL SERVICING FEE RATE": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 35 basis points (0.35% per annum).
"SPECIALLY SERVICED MORTGAGE LOAN": Any Mortgage Loan as to which
any of the following events has occurred:
(a) the related Mortgagor has failed to make when due any Balloon
Payment, which failure has continued, or the Primary Servicer
determines, in its good faith and reasonable judgment, will
continue, unpaid for 30 days; or
(b) the related Mortgagor has failed to make when due any Monthly
Payment (other than a Balloon Payment) or any other payment
required under the related Mortgage Note or the related
Mortgage, which failure has continued, or the Primary Servicer
determines, in its good faith and reasonable judgment, will
continue, unremedied for 60 days; or
(c) the Primary Servicer has determined, in its good faith and
reasonable judgment, that a default in the making of a Monthly
Payment (including, without limitation, a Balloon Payment) or
any other payment required under the related Mortgage Note or
the related Mortgage is likely to occur within 30 days and is
likely to remain unremedied for at least 60 days or, in the
case of a Balloon Payment, for at least 30 days; or
(d) there shall have occurred a default under the related loan
documents, other than as described in CLAUSE (A) or (B) above,
that may, in the Primary Servicer's good faith and reasonable
judgment, materially impair the value of the related Mortgaged
Property as security for the Mortgage Loan or otherwise
materially and adversely affect the interests of
Certificateholders, which default has continued unremedied for
the applicable cure period under the terms of the Mortgage Loan
(or, if no cure period is specified, 60 days); or
(e) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy,
insolvency or similar law or the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the related Mortgagor,
and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(f) the related Mortgagor shall have consented 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 Mortgagor, or of or
relating to all or substantially all of its property; or
(g) the related Mortgagor shall have admitted in writing its
inability to pay its debts generally as they become due, filed
a petition to take advantage of any applicable insolvency or
reorganization statute, made an assignment for the benefit of
its creditors, or voluntarily suspended payment of its
obligations; or
(h) the Primary Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect
to the related Mortgaged Property;
(i) the Primary Servicer, the Master Servicer, the Trustee or the
Fiscal Agent has made three consecutive P&I Advances,
regardless of whether such P&I Advances have been reimbursed
(provided, however, that such P&I Advances shall, for purposes
of this Sub-Section (i), be deemed to exclude P&I Advances
forwarded to the Master Servicer under Section 4.03(a) which
are made during any applicable grace period under any Mortgage
Loan); or
(j) to the extent not covered by (c), above, the Primary Servicer
or the Master Servicer has actual knowledge of a hardship of
the Related Mortgagor that will, in the reasonable judgment of
the Primary Servicer, cause an inability to pay the Mortgage
Loan in accordance with its terms and therefor, in the
reasonable judgment of the Primary Servicer in accordance with
the Servicing Standard, the related Mortgagor is in imminent
risk of default of one or more of the terms of the Mortgage
Loan); or
(k) except for the Mortgage Loans shown in Schedule II (as to such
Mortgage Loans a period of sixty (60) days to cure begins to
run on the Closing Date), the related Mortgagor has failed to
pay any taxes, assessments, water or sewer rents, or other
charges relating to or assessed against the Mortgaged Property
or upon the interest of the Mortgagee of the Mortgaged
Property, on that date when penalties and/or interest begin to
accrue on unpaid taxes, and ninety (90) days thereafter such
taxes and penalties and/or interest remain unpaid;
provided that a Mortgage Loan will cease to be a Specially Serviced Mortgage
Loan, when a Liquidation Event has occurred in respect of such Mortgage Loan,
when the related Mortgaged Property has become an REO Property, or at such time
as such of the following as are applicable occur with respect to the
circumstances identified above that caused the Mortgage Loan to be characterized
as a Specially Serviced Mortgage Loan (and provided that no other Servicing
Transfer Event then exists):
(w) with respect to the circumstances described in CLAUSES (A) and
(B) above, the related Mortgagor has made three consecutive
full and timely Monthly Payments under the terms of such
Mortgage Loan (as such terms may be changed or modified in
connection with a bankruptcy or similar proceeding involving
the related Mortgagor or by reason of a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant
to SECTION 3.20);
(x) with respect to the circumstances described in CLAUSES (C),
(e), (F) and (G) above, such circumstances cease to exist in
the good faith and reasonable judgment of the Special Servicer;
(y) with respect to the circumstances described in CLAUSE (D)
above, such default is cured; and
(z) with respect to the circumstances described in CLAUSE (H)
above, such proceedings are terminated.
"STARTUP DAY": With respect to each of REMIC I, REMIC II, REMIC III
and REMIC IV the day designated as such in SECTION 10.01(C).
"STATED MATURITY DATE": With respect to any Mortgage Loan, the Due
Date on which the last payment of principal is due and payable under the terms
of the related Mortgage Note as in effect on the Closing Date, without regard to
any change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or which would have been made but for
the limitation in Section 4.03(b) on P&I Advances made to the Class X
Certificates as most subordinate Class of Principal Balance Certificates agreed
to by the Primary Servicer or Special Servicer pursuant to SECTION 3.20.
"STATED PRINCIPAL BALANCE": With respect to any Mortgage Loan (and
any successor REO Loan), a principal amount initially equal to the Cut-off Date
Balance of such Mortgage Loan, that is permanently reduced on each Distribution
Date (to not less than zero) by (i) all payments (or P&I Advances in lieu
thereof) of, and all other collections allocated as provided in SECTION 1.02 to,
principal of or with respect to such Mortgage Loan (or successor REO Loan) that
are (or, if they had not been applied to cover any Additional Trust Fund Expense
or represent P&I Advances not made due to such provisions in Section 4.03(b),
would have been) distributed to Certificateholders on such Distribution Date,
and (ii) the principal portion of any Realized Loss incurred in respect of such
Mortgage Loan (or successor REO Loan) during the related Collection Period, such
balance generally to be equal to the scheduled principal balance of such
Mortgage Loan plus the principal portion of any delinquent Monthly Payment
(other than a Balloon Payment) or Assumed Monthly Payment which was not advanced
by any party based on the conclusion of such parties that any such advance would
be a Nonrecoverable Advance. Notwithstanding the foregoing, if a Liquidation
Event occurs in respect of any Mortgage Loan or REO Property, then the "STATED
PRINCIPAL BALANCE" of such Mortgage Loan or of the related REO Loan, as the case
may be, shall be zero commencing as of the Distribution Date in the Collection
Period next following the Collection Period in which such Liquidation Event
occurred.
"STEP-DOWN CREDIT SUPPORT PERCENTAGE": For each Class of Principal
Balance Certificates for any Distribution Date on or after the Step-Down Date,
the following percentage of the current aggregate Stated Principal Balance of
the Mortgage Loans immediately after such Distribution Date:
Senior Certificates 31.500%
Class B Certificates 25.500%
Class C Certificates 20.250%
Class D Certificates 15.375%
Class E Certificates 12.750%
Class F Certificates 6.750%
Class G Certificates 4.500%
"STEP-DOWN DATE": The Distribution Date in July 2001.
"STEP-DOWN PAYMENT RULES": The rules for allocation of the Base
Principal Distribution specified in Section 4.01(a)(vii).
"SUBORDINATED CERTIFICATE": Any Subordinated Principal Balance
Certificate or Class X or Class R Certificate.
"SUBORDINATED MINIMUM CREDIT SUPPORT AMOUNT": As defined in SECTION
4.01.
"SUBORDINATED PRINCIPAL BALANCE CERTIFICATE": Any Class B, Class C,
Class D, Class E, Class F or Class G Certificate.
"SUBORDINATED PRINCIPAL DISTRIBUTION AMOUNT": As defined in SECTION
4.01.
"SUB-SERVICER": Any Person with which the Master Servicer, the
Primary Servicer or the Special Servicer has entered into a Sub-Servicing
Agreement, to the extent permitted under this Agreement.
"SUB-SERVICING AGREEMENT": The written contract between the Master
Servicer, the Primary Servicer or the Special Servicer, on the one hand, and any
Sub-Servicer, on the other hand, relating to servicing and administration of
Mortgage Loans as provided in SECTION 3.22.
"SUB-SERVICING FEE": With respect to each Mortgage Loan (and any
related REO Loan), any fee payable to a Sub-Servicer permitted under SECTION
3.22.
"SUB-SERVICING FEE RATE": With respect to each Mortgage Loan (and
any related REO Loan), the rate per annum that is payable to a Sub-Servicer
permitted under SECTION 3.22 (D).
"SUCCESSOR MASTER SERVICER RETAINED FEE": As defined in SECTION
3.11(A).
"SUCCESSOR PRIMARY SERVICER RETAINED FEE": As defined in SECTION
3.11(B).
"TAX MATTERS PERSON": With respect to each of REMIC I, REMIC II,
REMIC III and REMIC IV, the Person designated as the "tax matters person" of
such REMIC in the manner provided under Treasury Regulations Section 1.860F-4(d)
and Treasury Regulations Section 301.6231(a)(7)-1. The "TAX MATTERS PERSON" for
each of REMIC I, REMIC II, REMIC III and REMIC IV is the Holder of Certificates
evidencing the largest Percentage Interest in the Residual Certificates.
"TAX RETURNS": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of REMIC I, REMIC II, REMIC III and REMIC IV due
to its classification as a REMIC under the REMIC Provisions, together with any
and all other information, reports or returns that may be required to be
furnished to the Certificateholders or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of
federal or Applicable State Law.
"TRANSFER": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"TRANSFER AFFIDAVIT AND AGREEMENT": As defined in SECTION
5.02(D)(I)(B).
"TRANSFEREE": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
"TRANSFEROR": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.
"TRIGGER EVENT": As defined in SECTION 4.01(A).
"TRUST": The common law trust created hereby.
"TRUST FUND": Collectively, all of the assets of REMIC I, REMIC II,
REMIC III and REMIC IV and the Grantor Trust.
"TRUST REMICS": REMIC I, REMIC II, REMIC II and REMIC IV.
"TRUSTEE": LASALLE BANK NATIONAL ASSOCIATION, in its capacity as
Trustee hereunder, its successor in interest, or any successor trustee appointed
as herein provided.
"TRUSTEE FEE": The fee payable to the Trustee on each Distribution
Date for its services as Trustee hereunder, at the Trustee Fee Rate in respect
of each Mortgage Loan and REO Loan, calculated on the basis of the Stated
Principal Balance and for the same number of days respecting which any related
interest payment due on such Mortgage Loan or deemed to be due on such REO Loan
is computed under the terms of the related Mortgage Note (as such terms may be
changed or modified at any time following the Closing Date).
"TRUSTEE FEE RATE": A rate of .0032% (.32 basis points) per annum.
"TRUSTEE'S WEBSITE": The Website maintained by the Trustee under
SECTION 4.02(A) and located at "www.lnbabs.com".
"UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.
"UCC FINANCING STATEMENT": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction.
"UCC-1", "UCC-2" and "UCC-3": UCC financing statements on Form
UCC-1, Form UCC-2 and Form UCC-3, respectively.
"UNCAPPED PASS-THROUGH RATE": For any Distribution Date and any
Class of Principal Balance Certificates (other than the Fixed Rate Senior
Certificates), the applicable Class A-1V LIBOR Rate or fixed interest rate which
would represent the Pass-Through Rate for such Class absent the imposition of
any Class A-1V Available Funds Cap Rate or Fixed Rate Available Funds Cap Rate,
as applicable.
"UNCERTIFICATED ACCRUED INTEREST": With respect to any REMIC I,
REMIC II, REMIC III or REMIC IV Regular Interest (other than the Class UX2 and
Class MX Uncertificated Interest), for any Distribution Date, one month's
interest at the Remittance Rate applicable to such Uncertificated Regular
Interest for such Distribution Date, accrued on the Uncertificated Principal
Balance or Class Notional Amount of such Uncertificated Regular Interest
outstanding immediately prior to such Distribution Date. The Uncertificated
Accrued Interest in respect of any Uncertificated Regular Interest for any
Distribution Date shall be deemed to have accrued on a 30/360 Basis during the
applicable Fixed Rate Accrual Period.
"UNCERTIFICATED DISTRIBUTABLE INTEREST": With respect to any REMIC I
or REMIC II Regular Interest, for any Distribution Date, the Uncertificated
Accrued Interest in respect of such Regular Interest for such Distribution Date,
reduced (to not less than zero) by the product of (i) the Net Aggregate
Prepayment Interest Shortfall, if any, for such Distribution Date, multiplied by
(ii) a fraction, the numerator of which is the Uncertificated Accrued Interest
in respect of such Regular Interest for such Distribution Date, and the
denominator of which is the aggregate Uncertificated Accrued Interest in respect
of all the REMIC I Regular Interests or REMIC II Regular Interests of the same
REMIC for such Distribution Date and increased by the product of (i) the Net
Aggregate Prepayment Excess, if any, for such Distribution Date, multiplied by
(ii) the same factors for such Distribution Date. With respect to any REMIC III
or REMIC IV Regular Interest (other than the Class UX2 and Class MX
Uncertificated Interests), for any Distribution Date, the Uncertificated Accrued
Interest in respect of such Regular Interest for such Distribution Date and with
respect to the Class UX2 and Class MX Uncertificated Interests, the aggregate
Uncertificated Distributable Interest of the Class L2T1N, Class L2T2N and Class
L2T3N Uncertificated Interests prior to adjustment of Net Aggregate Prepayment
Interest Shortfalls and Net Aggregate Prepayment Interest Excesses, such amount
for all such REMIC III or REMIC IV Regular Interests then reduced (to not less
than zero) by any Net Aggregate Prepayment Interest Shortfall and increased by
any Net Aggregate Prepayment Interest Excess allocated to the Corresponding
Certificates; provided that (x) any allocation of Net Aggregate Prepayment
Interest Shortfall or Net Aggregate Prepayment Interest Excess to Excess
Interest (as provided in the definition of "Distributable Certificate
Interest"), to Interest Carryovers or to interest accrued on any Certificate in
excess of the Weighted Average Net Mortgage Rate (any allocation to any
Certificate being decreased applied first to such Interest Carryovers and excess
interest and thereafter to the remainder of the interest accrued thereon), will
be allocated first to the Class UX2 and Class MX Uncertificated Interests, and
then to the Class UX1 and corresponding REMIC III Regular Interests, and (y) the
Uncertificated Distributable Interest of the Class UX1, Class UX2 and Class MX
Uncertificate Interests will be further reduced by the amount of Excess Interest
applied to principal of the Principal Balance Certificates as provided in
SECTION 4.01(B), and increased by any part of the Base Distribution Amount
distributed to the Class X Certificates as provided in SECTION 4.1(B), allocated
in the same manner as Net Aggregate Prepayment Interest Shortfalls and Excesses.
"UNCERTIFICATED PRINCIPAL BALANCE": With respect to any Class of
REMIC I, REMIC II, REMIC III or REMIC IV Regular Interests, (i) on or prior to
the first Distribution Date, an amount equal to the initial principal amount of
such Class as specified in the Preliminary Statement hereto, and (ii) as of any
date of determination after the first Distribution Date, reduced as provided in
SECTION 4.01(B).
"U.S. PERSON": A citizen or resident of the United States, a
corporation or partnership (except to the extent provided otherwise in
applicable Treasury regulations) created or organized in, or under the laws of,
the United States, any state or the District of Columbia including any entity
treated as a corporation or partnership for federal income tax purposes, an
estate whose income is subject to United States federal income tax regardless of
its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more such
U.S. Persons have the authority to control all substantial decisions of the
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S.
Persons).
"USPAP": The Uniform Standards of Professional Appraisal Practices.
"VOTING RIGHTS": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, 95.0% of the Voting Rights shall be allocated among the
Holders of the various outstanding Classes of Principal Balance Certificates in
proportion to the respective Class Principal Balances of their Certificates, and
5.0% of the Voting Rights shall be allocated to the Holders of the Class X
Certificates. Voting Rights allocated to a Class of Certificateholders shall be
allocated among such Certificateholders in proportion to the Percentage
Interests evidenced by their respective Certificates.
"WEIGHTED AVERAGE ADJUSTED NET MORTGAGE RATE": With respect to any
Distribution Date, the weighted average of the respective Adjusted Net Mortgage
Rates for all the Mortgage Loans and REO Loans, weighted on the basis of the
respective Stated Principal Balances of such Mortgage Loans and REO Loans
outstanding immediately prior to such Distribution Date.
"WEIGHTED AVERAGE COMPONENT PASS-THROUGH RATE": For any Distribution
Date, the weighted average of the Component Pass-Through Rates for the related
Fixed Rate Accrual Period weighted on the basis of the Uncertificated Principal
Balances of the respective Components as of the preceding Distribution Date,
after giving effect to any distributions of principal and allocation of Realized
Losses and Additional Trust Fund Expenses on such Distribution Date.
"WITHIN GRACE PERIOD LOAN": With respect to any Primary Servicer
Remittance Date, any Mortgage Loan having any Monthly Payment remaining unpaid
past its Due Date, as of the close of business on the Determination Date in same
calendar month, but which is not delinquent past the applicable grace period for
such Monthly Payment as of the close of business on such Determination Date.
"WORKOUT FEE": With respect to each Corrected Mortgage Loan, the fee
designated as such and payable to the Special Servicer pursuant to the second
paragraph of SECTION 3.11(D). If paid by the Primary Servicer, it shall be
calculated by the Special Servicer and based upon accompanying supporting
documentation.
"WORKOUT FEE RATE": With respect to each Corrected Mortgage Loan as
to which a Workout Fee is payable, 1.0% for Mortgage Loans of $1,000,000.00 and
above, and 1.5% for Mortgage Loans of $999,999.99 or less.
SECTION 1.02 Certain Calculations in Respect of the
Mortgage Pool.
(a) All amounts collected in respect of any Group of
Cross-Collateralized Mortgage Loans in the form of payments from Mortgagors,
Insurance Proceeds and Liquidation Proceeds, shall be applied by the Primary
Servicer among such Mortgage Loans in accordance with the express provisions of
the related loan documents and, in the absence of such express provisions, on a
pro rata basis in accordance with the respective amounts then "due and owing" as
to each of the Mortgage Loans constituting such Group. All amounts collected in
respect of or allocable to any particular individual Mortgage Loan (whether or
not such Mortgage Loan is a Cross-Collateralized Mortgage Loan) in the form of
payments from Mortgagors, Liquidation Proceeds or Insurance Proceeds shall be
applied for purposes of this Agreement (including, without limitation, for
purposes of determining distributions on the Certificates pursuant to ARTICLE IV
and additional compensation payable to the Master Servicer, the Primary
Servicer, the Special Servicer and any Sub-Servicers) as follows: FIRST, as a
recovery of any related unreimbursed Servicing Advances and, if applicable,
unpaid Liquidation Expenses; SECOND, as a recovery of accrued and unpaid
interest at the related Mortgage Rate on such Mortgage Loan to but not
including, as appropriate, the date of receipt or, in the case of a full Monthly
Payment from any Mortgagor, the related Due Date; THIRD, as a recovery of
principal of such Mortgage Loan then due and owing, including, without
limitation, by reason of acceleration of the Mortgage Loan following a default
thereunder (or, if a Liquidation Event has occurred in respect of such Mortgage
Loan, as a recovery of principal to the extent of its entire remaining unpaid
principal balance); FOURTH, as a recovery of amounts to be currently applied to
the payment of, or escrowed for the future payment of, real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items;
FIFTH, as a recovery of Reserve Funds to the extent then required to be held in
escrow; SIXTH, as a recovery of any Prepayment Premium then due and owing under
such Mortgage Loan; SEVENTH, as a recovery of any Default Charges then due and
owing under such Mortgage Loan; EIGHTH, as a recovery of any assumption fees and
modification fees then due and owing under such Mortgage Loan; NINTH, as a
recovery of any other amounts then due and owing under such Mortgage Loan other
than remaining unpaid principal; and TENTH, as an early recovery of any
remaining principal of such Mortgage Loan to the extent of its entire remaining
unpaid principal balance. The Primary Servicer shall, to the fullest extent
permitted by applicable law and the related Mortgage Loan documents, apply all
payments on and proceeds of each Mortgage Loan to amounts actually due and owing
from the related Mortgagor in a manner consistent with the foregoing and shall
maintain accurate records of how all such payments and proceeds are actually
applied and are applied for purposes of this Agreement.
(b) Collections in respect of each REO Property (exclusive of
amounts to be applied to the payment of the costs of operating, managing,
maintaining and disposing of such REO Property) shall be applied for purposes of
this Agreement (including, without limitation for purposes of determining
distributions on the Certificates pursuant to ARTICLE IV and additional
compensation payable to the Master Servicer, the Primary Servicer, the Special
Servicer and any Sub-Servicers) as follows: FIRST, as a recovery of any related
unreimbursed Servicing Advances; SECOND, as a recovery of accrued and unpaid
interest on the related REO Loan at the related Mortgage Rate to but not
including the Due Date in the Collection Period of receipt; THIRD, as a recovery
of principal of the related REO Loan to the extent of its entire unpaid
principal balance; FOURTH, as a recovery of any Prepayment Premium then due and
owing under such REO Loan; FIFTH, as a recovery of any other amounts (including,
without limitation, Default Charges) deemed to be due and owing in respect of
the related REO Loan.
(c) Insofar as amounts received in respect of any Mortgage Loan or
REO Property and allocable to fees and charges owing in respect of such Mortgage
Loan or the related REO Loan, as the case may be, that constitute additional
servicing compensation payable to the Master Servicer, the Primary Servicer
and/or Special Servicer pursuant to SECTION 3.11, are insufficient to cover the
full amount of such fees and charges, such amounts shall be allocated between
such of those fees and charges as are payable to the Master Servicer or the
Primary Servicer, on the one hand, and such of those fees and charges as are
payable to the Special Servicer, on the other, pro rata in accordance with their
respective entitlements, and such payments so made shall constitute the sole
amount that will be paid to the Master Servicer, the Primary Servicer and the
Special Servicer with respect thereto.
(d) The foregoing applications of amounts received in respect of any
Mortgage Loan or REO Property shall be determined by the Primary Servicer and
reflected in the reports to be delivered thereby pursuant to SECTION 4.02(B).
SECTION 1.03 Incorporation of Preliminary Statement.
The parties hereto acknowledge that the Preliminary Statement at the
beginning of this Agreement constitutes a part of this Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE
OF CERTIFICATES
SECTION 2.01 Conveyance of Mortgage Loans.
(a) It is the intention of the parties hereto that a common law
trust be established pursuant to this Agreement. LaSalle Bank National
Association, is hereby appointed, and does hereby agree to act, as Trustee
hereunder and, in such capacity, to hold the Trust Fund in trust for the
exclusive use and benefit of all present and future Certificateholders. It is
not intended that this Agreement create a partnership or a joint-stock
association.
(b) Each of the Depositor and, at the direction of the Depositor
given pursuant to the Mortgage Loan Purchase and Sale Agreement, the Mortgage
Loan Seller, concurrently with its execution and delivery hereof, does hereby
assign, transfer, sell and otherwise convey to the Trustee without recourse for
the benefit of the Certificateholders all the right, title and interest of the
Mortgage Loan Seller, in, to and under the Mortgage Loans identified on the
Mortgage Loan Schedule and all other assets included or to be included in the
Trust Fund. Such blanket assignment shall be evidenced by the form of
"Assignment" attached hereto as "EXHIBIT L". Such assignment includes (i) the
Mortgage Loans as from time to time are subject to this Agreement and all
payments under and proceeds of such Mortgage Loans received or receivable after
the Cut-off Date (other than payments of principal, interest and other amounts
due and payable on the Mortgage Loans on or before the Cut-off Date, but
including interest accrued prior to the Cut-off Date if due after the Cut-off
Date), together with all documents delivered or caused to be delivered hereunder
with respect to such Mortgage Loans by the Mortgage Loan Seller; (ii) any REO
Property acquired in respect of a Mortgage Loan; and (iii) such funds or assets
as from time to time are deposited in the Certificate Account, the Distribution
Account, (including the REMIC I Distribution Account, the REMIC II Distribution
Account, the REMIC III Distribution Account, the REMIC IV Distribution Account
and the Grantor Trust Distribution Account) and the REO Account (if
established).
It is intended that the conveyance of the Mortgage Loans and the
related rights and property by the Mortgage Loan Seller to the Trustee, as
provided in this Section be, and be construed as, an absolute transfer of the
Mortgage Loans to the Trustee for the benefit of the Certificateholders. It is,
further, not intended that such conveyance be deemed a pledge of the Mortgage
Loans to the Trustee to secure a debt or other obligation of the Mortgage Loan
Seller, as the case may be. However, in the event that the Mortgage Loans are
held to be property of the Mortgage Loan Seller, or if for any reason this
Agreement is held or deemed to create a security interest in the Mortgage Loans,
then it is intended that, (i) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (ii) the conveyance provided for in this Section shall be deemed
to be a grant by the Mortgage Loan Seller to the Trustee, for the benefit of the
Certificateholders, of a security interest in all of their respective right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Notes, the Mortgages,
any related insurance policies and all other documents in the related Mortgage
Files, (B) all amounts payable to the holders of the Mortgage Loans in
accordance with the terms thereof and (C) all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts from time to time held
or invested in the Certificate Account, the Distribution Account, (including the
REMIC I Distribution Account, the REMIC II Distribution Account, the REMIC III
Distribution Account, the REMIC IV Distribution Account and the Grantor Trust
Distribution Account) or the REO Account, whether in the form of cash,
instruments, securities or other property; (iii) the possession by the Trustee
or its agent of the Mortgage Notes 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 a
Person designated by such secured party, for purposes of perfecting the security
interest pursuant to the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without
limitation, Section 9-305 or 9-115 thereof); 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, bails or agents (as applicable) of
the Trustee for the purpose of perfecting such security interest under
applicable law. The Depositor, the Mortgage Loan Seller and the Trustee shall,
to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. At the Depositor's
direction the Primary Servicer will prepare, the Trustee shall execute and the
Primary Servicer shall (at its expense) file, all filings necessary to maintain
the effectiveness of any original filings necessary under the Uniform Commercial
Code as in effect in any jurisdiction to perfect and maintain the Trustee's
security interest in or lien on the Trust Fund, including without limitation (A)
continuation statements and (B) such other statements as may be occasioned by
any transfer of any interest of the Trustee, the Master Servicer, the Primary
Servicer, the Special Servicer or the Depositor in the Trust Fund. In connection
herewith, the Trustee shall have all of the rights and remedies of a secured
party and creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.
For so long as the long-term deposits of the Mortgage Loan Seller or
its successor in interest are rated at least "Aa3" by Moody's and "AA" by Fitch,
and unless required to protect the interest of the Trustee in the event of a
casualty, loss, condemnation or the like, neither the Depositor nor the Mortgage
Loan Seller will be required to prepare or record assignments of the Mortgage,
or any other parts of the Mortgage File (other than endorsement or other
assignment of the Mortgage Notes) in favor of the Trustee or the custodian
appointed thereby, and the Mortgage Loan Seller shall not be required to deliver
to or deposit with, or cause to be delivered to or deposited with, to the
Trustee or the Custodian, the Mortgage File for any Mortgage Loan, other than
the original Mortgage Note endorsed (without recourse) and delivered to the
Trustee or the Custodian. If the Mortgage Loan Seller is unable to deliver or
cause the delivery of any original Mortgage Note, it may deliver a copy of such
Mortgage Note, together with a Lost Note Affidavit, and shall thereby be deemed
to have satisfied the document delivery requirements of this SECTION 2.01(B).
The Primary Servicer shall retain custody of all other documents constituting
the related Mortgage Files. If at any time the rating of the long-term deposits
of the Mortgage Loan Seller or its successor in interest does not satisfy the
foregoing requirements (hereinafter a "RECORDATION EVENT"), then the provisions
of SECTION 2.01(C), SECTION 2.01(D), SECTION 2.01(E) and SECTION 2.01(F), below,
shall apply.
(c) As soon as is practicable, but in no event more than 60 days (or
such longer period as may be approved by the Master Servicer), after a
Recordation Event (such date, the "RECORDATION DELIVERY DATE"), in connection
with the assignment pursuant to SUBSECTION (B) above, (A) the Mortgage Loan
Seller (at its expense) shall cause individual assignments to be prepared and
recorded in favor of the Trustee, and (B) Mortgage Loan Seller shall deliver to
and deposit with, or cause to be delivered to and deposited with, the Trustee or
a Custodian appointed thereby (with a copy to the Primary Servicer), the
Mortgage File for each Mortgage Loan so assigned by the Mortgage Loan Seller
hereunder. If the Mortgage Loan Seller cannot so deliver, or cause to be
delivered, as to any Mortgage Loan, the original or a copy of any of the
documents and/or instruments referred to in CLAUSES (II), (IV), (VIII), (XI)(A)
and (XII) of the definition of "Mortgage File", with evidence of recording or
filing (as the case may be) thereon, solely because of a delay caused by the
public recording or filing office where such document or instrument has been
delivered for recordation or filing, as the case may be, the delivery
requirements of this SECTION 2.01(C) shall be deemed to have been satisfied as
to such missing item, and such missing item shall be deemed to have been
included in the related Mortgage File, provided that a copy of such document or
instrument (without evidence of recording or filing thereon, but certified
(which certificate may relate to multiple loans, documents and/or instruments)
by the Mortgage Loan Seller to be a true and complete copy of the original
thereof submitted for recording or filing, as the case may be) is delivered to
the Trustee or a Custodian appointed thereby on or before the Recordation
Delivery Date, and either the original of such missing document or instrument,
or a copy thereof, with evidence of recording or filing, as the case may be,
thereon, is delivered to the Trustee or such Custodian within 180 days of the
Recordation Delivery Date (or within such longer period after the Recordation
Delivery Date as the Trustee may consent to, which consent shall not be
unreasonably withheld so long as the Mortgage Loan Seller has provided the
Trustee with evidence of such submission for recording or filing, as the case
may be, or has certified to the Trustee as to the occurrence of such submission
for recording or filing, as the case may be, and is, as certified to the Trustee
no less often than monthly, in good faith attempting to obtain from the
appropriate recording or filing office such original or copy). If the Mortgage
Loan Seller cannot or does not so deliver, or cause to be delivered, as to any
Mortgage Loan, the original of any of the documents and/or instruments referred
to in CLAUSES (III), (V), and (XI)(B) of the definition of "Mortgage File",
because such document or instrument has been delivered for recording or filing,
as the case may be, the delivery requirements of this SECTION 2.01(C) shall be
deemed to have been satisfied as to such missing item, and such missing item
shall be deemed to have been included in the related Mortgage File, provided
that a copy of such document or instrument (without evidence of recording or
filing thereon, but certified (which certificate may relate to multiple
documents and/or instruments) by the Mortgage Loan Seller to be a true and
complete copy of the original thereof submitted for recording or filing, as the
case may be) is delivered to the Trustee or a Custodian appointed thereby on or
before the Recordation Delivery Date, and either the original of such missing
document or instrument, or a copy thereof, with evidence of recording or filing,
as the case may be, thereon, is delivered to the Trustee or such Custodian
within 180 days of the Recordation Delivery Date (or within such longer period
after the Recordation Delivery Date as the Trustee may consent to, which consent
shall not be unreasonably withheld so long as the Mortgage Loan Seller has
provided the Trustee with evidence of such submission for recording or filing,
as the case may be, or has certified to the Trustee as to the occurrence of such
submission for recording or filing, as the case may be, and is, as certified to
the Trustee no less often than monthly, in good faith attempting to obtain from
the appropriate recording or filing office such original or copy). If the
Mortgage Loan Seller cannot so deliver, or cause to be delivered, as to any
Mortgage Loan, the original or a copy of the related lender's title insurance
policy referred to in CLAUSE (IX) of the definition of "Mortgage File" solely
because such policy has not yet been issued, the delivery requirements of this
SECTION 2.01(C) shall be deemed to be satisfied as to such missing item, and
such missing item shall be deemed to have been included in the related Mortgage
File, provided that the Mortgage Loan Seller shall have delivered to the Trustee
or a Custodian appointed thereby, on or before the Recordation Delivery Date, a
commitment for title insurance "marked-up" at the closing of such Mortgage Loan,
and the Mortgage Loan Seller shall deliver to the Trustee or such Custodian,
promptly following the receipt thereof, the original related lender's title
insurance policy (or a copy thereof). In addition, notwithstanding anything to
the contrary contained herein, if there exists with respect to any Group of
related Cross-Collateralized Mortgage Loans only one original of any document
referred to in the definition of "Mortgage File" covering all the Mortgage Loans
in such Group, then the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such Group shall be deemed an
inclusion of such original in the Mortgage File for each such Mortgage Loan.
None of the Trustee, any Custodian, the Depositor, the Master Servicer, the
Primary Servicer or the Special Servicer shall in any way be liable for any
failure by the Mortgage Loan Seller to comply with the delivery requirements of
this SECTION 2.01(C).
If any of the endorsements referred to in CLAUSE (I) of the
definition of "Mortgage File", any of the assignments of Mortgage referred to in
CLAUSE (III) of the definition of "Mortgage File", any of the assignments of
Assignment of Leases referred to in CLAUSE (V) of the definition of "Mortgage
File", or any of the assignments of Security Agreement referred to in CLAUSE
(VII) of the definition of "Mortgage File" are delivered to the Trustee in
blank, the Trustee, except as provided in SECTION 2.01(D) below whereby the
Trustee shall return unrecorded and unfiled documents to the person identified
in such Section, shall (without being obligated to record or file such) be
responsible for completing the related endorsement or assignment in the name of
the Trustee (in such capacity).
(d) Upon the occurrence of a Recordation Event, the Mortgage Loan
Seller shall, as to each Mortgage Loan, at its own expense, promptly (and in any
event within 60 days of the Recordation Event, unless recording/filing
information is not available by such time for assignments solely due to
recorder's office delay, in which case such submission shall be made promptly
after such information does become available from the recorder's office) submit
or cause to be submitted for recording or filing, as the case may be, in the
appropriate public office for real property records or UCC Financing Statements,
as appropriate, each assignment referred to in CLAUSES (III) and (V) of the
definition of "Mortgage File" and each UCC-1, UCC-2 and UCC-3, if any, referred
to in CLAUSE (XI)(B) of the definition of "Mortgage File". Each such assignment
shall reflect that it should be returned by the public recording office to the
Trustee following recording, and each such UCC-1, UCC-2 and UCC-3 shall reflect
that the file copy thereof should be returned to the party responsible for
filing and forwarding the document to the Trustee following filing. At such time
as such assignments, UCC-1s, UCC-2s and UCC-3s have been returned to the
Trustee, the Trustee shall promptly forward a copy of each thereof to the
Primary Servicer. If the Mortgage Loan Seller believes that they cannot comply
with any of the foregoing three sentences, it shall request a waiver from the
Master Servicer which waiver shall not be unreasonably withheld. In reviewing
such request, the Master Servicer shall consider whether an item of personal
property constitutes a fixture which is a material part of the appraised value
of the Mortgaged Property. If any such document or instrument is lost or
returned unrecorded or unfiled, as the case may be, because of a defect therein,
the Mortgage Loan Seller shall promptly prepare or cause the preparation of a
substitute therefor or cure or cause the curing of such defect, as the case may
be, and thereafter the Mortgage Loan Seller shall, at its own expense, submit
the substitute or corrected documents or cause such to be submitted for
recording or filing, as appropriate.
(e) All documents and records in the Mortgage Loan Seller's
possession (or under its control) relating to the Mortgage Loans (except
attorney-client privileged communications or confidential internal credit
analysis of the client) that are not required to be a part of a Mortgage File in
accordance with the definition thereof, together with all Escrow Payments and
Reserve Funds in the possession of the Mortgage Loan Seller (or under its
control) with respect to the Mortgage Loans, shall be retained by the Mortgage
Loan Seller in its capacity as the Primary Servicer on behalf of the Trustee in
trust for the benefit of the Certificateholders.
(f) Upon the occurrence of a Recordation Event, the Mortgage Loan
Seller, as well as the Primary Servicer, shall, as to each Mortgage Loan which
is secured by the interest of the related Mortgagor under a Ground Lease, at its
own expense, promptly (and in any event within 45 days of the Closing Date)
notify the related ground lessor of the transfer of such Mortgage Loan to the
Trust pursuant to this Agreement and inform such ground lessor that any notices
of default under the related Ground Lease should thereafter be forwarded to the
Trustee and to the Primary Servicer.
(g) From time to time as reasonably requested by the Master
Servicer, the Special Servicer, or the Primary Servicer or the Mortgage Loan
Seller shall furnish (at its expense) one or more documents in a Mortgage File
or otherwise in the possession of the Mortgage Loan Seller relating to the
Mortgage Loan.
SECTION 2.02 Acceptance of REMIC I by Trustee.
(a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it or a Custodian on its behalf, subject to the
provisions of SECTION 2.01 and to the further review provided for in this
SECTION 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note
endorsed to the Trustee. After any Recordation Event, upon delivery of the
Mortgage File to the Trustee, the Trustee shall acknowledge receipt by it or by
a Custodian on its behalf, subject to any exceptions noted on the Schedule of
Exceptions to Mortgage File Delivery attached hereto as Schedule VIII, to the
provisions of SECTION 2.01 and to the further review provided for in this
SECTION 2.02, of, with respect to each Mortgage Loan, an original or a copy of
the Mortgage (with evidence of recording thereon), and an original assignment of
such Mortgage executed in favor of the Trustee (in such capacity), in good faith
and without notice of any adverse claim, and shall declare that it or a
Custodian on its behalf holds and will hold the documents delivered or caused to
be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and
that it holds and will hold all other assets included in REMIC I, in trust for
the exclusive use and benefit of all present and future Certificateholders.
(b) Within 60 days of the Closing Date (or, in the case of any
Mortgage Loan as to which a Servicing Transfer Event has occurred during such
60-day period of which event the Trustee has notice, within the shorter of 60
days of the Closing Date and five Business Days of the Trustee's receiving such
notice), the Trustee or a Custodian on its behalf shall review the Mortgage Note
delivered or caused to be delivered by the Mortgage Loan Seller with respect to
each Mortgage Loan pursuant to SECTION 2.01(B), and promptly following such
review, the Trustee shall, subject to Section 2.02(d), certify in writing to
each of the Depositor, the Master Servicer, the Primary Servicer, the Special
Servicer and the Mortgage Loan Seller that as to each Mortgage Note (other than
the Mortgage Note for any Mortgage Loan paid in full or otherwise liquidated):
(a) the name of the maker of the Mortgage Note matches the Mortgage Loan
Schedule, (b) the date of the Promissory Note matches the Mortgage Loan
Schedule; (c) the original principal balance of the Mortgage Note matches the
Mortgage Loan Schedule; and (d) the Promissory Note has been signed and appears
otherwise to be regular on its face. After any Recordation Event, upon delivery
of the Mortgage File to the Trustee, the Trustee shall review each of the
documents delivered or caused to be delivered by the Mortgage Loan Seller with
respect to each Mortgage Loan pursuant to SECTION 2.01(C); and, promptly
following such review, the Trustee shall, subject to SECTION 2.02(D), certify in
writing (substantially in the form of EXHIBIT I) to each of the Depositor, the
Master Servicer, the Primary Servicer, the Special Servicer and the Mortgage
Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or otherwise liquidated), and except
as specifically identified in any exception report annexed to such
certification, (i) all documents specified in CLAUSES (I) through (III), (IX)
and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a
leasehold interest in the related Mortgaged Property, (XIII) of the definition
of "Mortgage File" are in its possession or the possession of a Custodian on its
behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery
requirements in respect of such documents in accordance with SECTION 2.01(C),
and (ii) all documents received by it or any Custodian in respect of such
Mortgage Loan have been reviewed by it or by a Custodian on its behalf.
(c) The Trustee or a Custodian on its behalf shall review each of
the documents relating to the Mortgage Loans received thereby subsequent to a
Recordation Event; and, on or about the first anniversary of the Recordation
Event, the Trustee shall, subject to SECTION 2.02(D), certify in writing
(substantially in the form of EXHIBIT J) to each of the Depositor, the Master
Servicer, the Primary Servicer, the Special Servicer and the Mortgage Loan
Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other
than any Mortgage Loan paid in full or otherwise liquidated), and except as
specifically identified in any exception report annexed to such certification,
(i) all documents specified in CLAUSES (I), (II), (IX) and, if the Mortgage Loan
Schedule specifies that the related Mortgagor has a leasehold interest in the
related Mortgaged Property, (XIII) of the definition of "Mortgage File" are in
its possession or the possession of a Custodian on its behalf, or the Mortgage
Loan Seller has otherwise satisfied the delivery requirements in respect of such
documents in accordance with SECTION 2.01(C), (ii) it or a Custodian on its
behalf has received either the original or copy of each of the assignments
specified in CLAUSES (III) and (V) of the definition of "Mortgage File" that
were delivered by the Mortgage Loan Seller with evidence of recording thereon,
and (iii) all documents received by it or any Custodian in respect of such
Mortgage Loan have been reviewed by it or by such Custodian on its behalf and
appear regular on their face and relate to such Mortgage Loan.
(d) It is herein acknowledged that, notwithstanding any other
provision hereof, neither the Trustee nor any Custodian is under any duty or
obligation (i) to determine whether any of the documents specified in clauses
(iv) through (VIII), (X) through (XII) and (XIV) through (XX) with respect to
any modifications or amendments or recorded memoranda unless the Trustee is
notified in writing of the existence thereof, or unless such modifications are
in the Mortgage File and (xxi) (unless Trustee is notified in writing of the
existence thereof or unless such modifications are in the Mortgage File) of the
definition of "Mortgage File" exist or are required to be delivered by the
Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the Mortgage Loans delivered to it to determine that the same are
genuine, enforceable, in recordable form or appropriate for the represented
purpose, or that they are other than what they purport to be on their face.
(e) If, in the process of reviewing the documents delivered or
caused to be delivered by the Mortgage Loan Seller pursuant to SECTION 2.01(C),
the Trustee or any Custodian discovers that any document required to have been
delivered pursuant to SECTION 2.01(C) has not been so delivered, or discovers
that any of the documents that were delivered has not been properly executed,
contains information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Loan Schedule, or is
defective on its face (each, including, without limitation, that a document is
missing, a "DOCUMENT DEFECT"), or if, at any other time, the Trustee or any
other party hereto discovers a Document Defect in respect of any Mortgage Loan,
the party discovering such Document Defect shall promptly so notify each of the
other parties hereto. If and when such party is notified of or discovers any
error in the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly
correct such error and distribute a new, corrected Mortgage Loan Schedule to
each of the other parties hereto. Such new, corrected Mortgage Loan Schedule
shall be deemed to amend and replace the existing Mortgage Loan Schedule.
SECTION 2.03 Mortgage Loan Seller's Repurchase of Mortgage
Loans for Document Defects and Certain Breaches of
Representations and Warranties.
(a) (i) Within 90 days of the earlier of discovery or receipt of
written notice from the Mortgage Loan Seller, of a Document Defect in respect of
any Mortgage Loan or a breach of any representation or warranty set forth in
SECTION 2.05(C) in respect of any Mortgage Loan, which Document Defect or
breach, as the case may be, as determined by the Trustee, subject to SECTIONS
8.01 and 8.02 and its right to reimbursement pursuant to SECTION 8.05(B),
materially and adversely affects the value of such Mortgage Loan or the
interests of the Certificateholders therein, the Mortgage Loan Seller shall cure
such Document Defect or breach, as the case may be, in all material respects or
repurchase (or cause an Affiliate to purchase) the affected Mortgage Loan at the
applicable Repurchase Price by deposit of such Repurchase Price into the
Certificate Account and delivery to the Trustee and the Primary Servicer of a
written certification that such deposit has been made. However, if such Document
Defect or breach is capable of being cured but not within the 90 day period and
the Mortgage Loan Seller has commenced and is diligently proceeding with the
cure of such Document Defect or breach within such 90 day period (as evidenced
by an Officer's Certificate of the Mortgage Loan Seller delivered to the Trustee
and the Primary Servicer setting forth the circumstances surrounding such delay,
the measures being undertaken to cure such Document Defect or breach and a
representation that it is diligently pursuing such measures), the Mortgage Loan
Seller shall have an additional 90 days to complete such cure (or, failing such
cure, to repurchase the related Mortgage Loan). Notwithstanding the immediately
preceding sentence, within 90 days of the earlier of discovery or receipt of
written notice by the Mortgage Loan Seller that there is a Document Defect or
other breach of the representations and warranties set forth in SECTION
2.05(C)(XXVII), (XXXIV), (XXXV) OR (LVI) (that causes any Mortgage Loan to not
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code), the Mortgage Loan Seller shall either cure such defect or breach or
repurchase such Mortgage Loan at the applicable Repurchase Price by deposit of
such Repurchase Price into the Certificate Account and delivery to the Trustee
of a written certification that such deposit has been made.
(ii) In the event of discovery of a breach of the representation and
warranty, as to environmental conditions under SECTION 2.05(C)(XIV), the
Mortgage Loan Seller shall have an opportunity to cure such breach. However, the
breach will be deemed to have been cured if and only if the Special Servicer
(or, if the Mortgage Loan Seller shall be designated as the Special Servicer,
another independent Person designated by the Master Servicer) shall have
determined in good faith that (a) the Mortgage Loan Seller has either caused the
condition that was the cause of such breach to be eliminated, or has established
a reserve for the costs of remediation of the condition that was the cause of
such breach and has instituted a program which was reasonably expected to
remediate such condition within two years after the program was instituted; (b)
the estimated cost to cure is less than 60% of the then-outstanding principal
balance of the Mortgage Loan; and, (c) retention of such Mortgage Loan in the
Mortgage Pool would not violate the Servicing Standard. The Primary Servicer
shall not be entitled to Advance Interest from the Trust with respect to
Advances made by it with respect to such Mortgage Loan until any such breach is
cured but shall be entitled to recover Advance Interest for such period from the
Mortgage Loan Seller; however, if any of the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent make such Advances because of a
failure of the Primary Servicer to do so, then any of the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent shall be entitled to Advance
Interest with respect to such Advances for such period, but only from the
Mortgage Loan Seller, and not from the Trust or the Certificateholders.
(b) In connection with any repurchase of a Mortgage Loan
contemplated by this SECTION 2.03, the Trustee, the Master Servicer, the Primary
Servicer and the Special Servicer shall each tender or cause to be tendered to
the Mortgage Loan Seller, upon delivery to each of the Trustee, the Master
Servicer, the Primary Servicer and the Special Servicer of a receipt executed by
the Mortgage Loan Seller, all portions of the Mortgage File and other documents
and funds pertaining to such Mortgage Loan possessed by it (or any Custodian or
Sub-Servicer on its behalf), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or
assigned, as the case may be, to or at the direction of the Mortgage Loan
Seller, in the same manner. The form, sufficiency and expense of all such
instruments and certificates shall be the responsibility of the Mortgage Loan
Seller.
(c) This SECTION 2.03 provides the sole remedies available to the
Certificateholders, or to the Trustee on behalf of the Certificateholders,
respecting any Document Defect or any breach of any representation or warranty
set forth in SECTION 2.05(C) hereof. If the Mortgage Loan Seller defaults on its
obligations to repurchase any Mortgage Loan in accordance with SECTION 2.03(A)
hereof, or disputes its obligation to repurchase any Mortgage Loan in accordance
with any such provision, the Trustee shall promptly notify the
Certificateholders and, subject to SECTIONS 8.01 and 8.02 and its right to
reimbursement pursuant to SECTION 8.05(B), shall take such action as may be
appropriate to enforce such payment or performance, including, without
limitation, the institution and prosecution of appropriate proceedings. If it is
judicially determined or subsequently agreed that the Mortgage Loan Seller is
required to repurchase such Mortgage Loan under SECTION 2.03(A) hereof, the
Mortgage Loan Seller shall reimburse the Trustee for all necessary and
reasonable costs and expenses incurred in connection with such enforcement, and
otherwise the Trustee's right of reimbursement shall be limited to amounts on
deposit in the Distribution Account from time to time in accordance with SECTION
8.05(B) and to such other sources of security and indemnity as shall have been
offered to the Trustee by the Certificateholders.
SECTION 2.04 Representations and Warranties of the Depositor.
(a) The Depositor hereby represents and warrants to each of the
other parties to this Agreement and for the benefit of the Certificateholders,
as of the Closing Date, that:
(i) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(ii) The execution and delivery of this Agreement by the
Depositor, and the performance and compliance with the terms of this
Agreement by the Depositor, will not violate the Depositor's certificate
of incorporation or bylaws or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to
which it is a party or which is applicable to it or any of its assets.
(iii) The Depositor has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Depositor, enforceable against the Depositor
in accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Depositor is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Depositor's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Depositor to perform its obligations under this Agreement or the
financial condition of the Depositor.
(vi) The transfer of the Mortgage Loans to the Trustee as
contemplated herein requires no regulatory approval, other than any such
approvals as have been obtained, and is not subject to any bulk transfer
or similar law in effect in any applicable jurisdiction.
(vii) No litigation is pending or, to the best of the Depositor's
knowledge, threatened against the Depositor which would prohibit the
Depositor from entering into this Agreement or, in the Depositor's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Depositor to perform its obligations
under this Agreement or the financial condition of the Depositor.
(viii) Assuming the accuracy of the representation and warranty
of the Mortgage Loan Seller made pursuant to SECTION 2.05(C)(I) hereof,
immediately prior to the transfer of the Mortgage Loans by the Depositor
to the Trustee hereunder, the Depositor had good and marketable title to,
and was the sole owner of, each such Mortgage Loan, free and clear of any
and all liens, encumbrances and other interests on, in or to such mortgage
Loan (other than, in certain cases, the right of a sub-servicer to primary
service such Mortgage Loan subject to SECTION 3.22 hereof).
(b) Upon discovery by any of the parties hereto of a breach of any
of the foregoing representations and warranties which materially and adversely
affects the interests of the Certificateholders or any party hereto, the party
discovering such breach shall give prompt written notice to each of the other
parties hereto.
SECTION 2.05 Representations and Warranties of the
Mortgage Loan Seller.
(a) The Mortgage Loan Seller hereby represents and warrants to the
other parties hereto and for the benefit of the Certificateholders, as of the
Closing Date, that:
(i) The Mortgage Loan Seller is a national banking association
duly organized, validly existing and in good standing under the laws of
the United States.
(ii) The execution and delivery of this Agreement by the Mortgage
Loan Seller, and the performance and compliance with the terms of this
Agreement by the Mortgage Loan Seller, will not violate the Mortgage Loan
Seller'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. The Mortgage Loan Seller is not in default in the performance
of any material obligations, covenants or conditions contained in a
material agreement or instrument by which it is bound.
(iii) The Mortgage Loan Seller has the full power and authority
to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of
this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Mortgage Loan Seller, enforceable against
the Mortgage Loan Seller 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 Mortgage Loan Seller is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Mortgage Loan Seller's good
faith and reasonable judgment, is likely to affect materially and
adversely either the ability of the Mortgage Loan Seller to perform its
obligations under this Agreement or the financial condition of the
Mortgage Loan Seller.
(vi) No litigation is pending or, to the best of the Mortgage
Loan Seller's knowledge, threatened against the Mortgage Loan Seller which
would prohibit the Mortgage Loan Seller from entering into this Agreement
or, in the Mortgage Loan Seller's good faith and reasonable judgment, is
likely to materially and adversely affect either the ability of the
Mortgage Loan Seller to perform its obligations under this Agreement or
the financial condition of the Mortgage Loan Seller.
(vii) The Mortgage Seller is in possession of all licenses
necessary to carry on its business, and is in compliance with the laws of
each state in which any Mortgaged Property is located, in each case to the
extent that the failure to be so in possession or compliance would have a
material and adverse effect upon the enforceability of the Mortgage Loan
or upon the practical realization against the related Mortgaged Property
of the principal benefits of the security intended to be provided thereby.
(b) [Reserved]
(c) The Mortgage Loan Seller hereby represents and warrants with
respect to each Mortgage Loan, to the other parties hereto and for the benefit
of the Certificateholders, as of the date specified in such representation and
warranty or, if no such date is specified, as of the Closing Date, that:
(i) Immediately prior to the transfer thereof by the
Mortgage Loan Seller to the Depositor (or to the Trustee at the
direction of the Depositor), the Mortgage Loan Seller had good
and marketable title to, and was the sole owner and holder of,
such Mortgage Loan, free and clear of any and all liens,
encumbrances and other interests on, in or to such Mortgage Loan.
(ii) The Mortgage Loan Seller had full right and authority
to sell, assign and transfer such Mortgage Loan to the Depositor.
(iii) The information pertaining to such Mortgage Loan set
forth in the Mortgage Loan Schedule was true, complete and
correct in all material respects as of the Cut-off Date.
(iv) Such Mortgage Loan was not, as of the Cut-off Date or
at any time during the twelve-month period prior thereto, more
than thirty (30) days delinquent in respect of any Monthly
Payment of principal and/or interest required thereunder, without
giving effect to any applicable grace period. Such non-delinquent
status with respect to principal and/or interest is not due to
any advance made by the Mortgage Loan Seller.
(v) Each Mortgage securing such Mortgage Loan was recorded
in the applicable jurisdiction and constitutes a valid first lien
upon the related Mortgaged Property, including, without
limitation, all buildings located thereon and all fixtures
attached thereto (and such Mortgaged Property is free and clear
of all encumbrances and liens having priority over the lien of
such Mortgage), except for (A) the lien of current real property
taxes and assessments not yet due and payable, (B) covenants,
conditions and restrictions, rights of way, easements and other
matters of public record, (C) the right of tenants (whether under
ground leases, space leases or operating leases) at the Mortgaged
Property to remain following a foreclosure or similar proceeding,
(D) exceptions and exclusions specifically referred to in the
lender's title insurance policy issued in respect of such
Mortgage Loan and (E) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of
the Mortgage for such other Mortgage Loan (the exceptions set
forth in the foregoing CLAUSES (A), (B), (C), (D), and (E),
collectively, "PERMITTED Encumbrances"). Such Permitted
Encumbrances do not materially interfere with the security
intended to be provided by the related Mortgage(s), the current
use of the related Mortgaged Property, or the ability of the
related Borrower to timely pay in full the principal and interest
on the Mortgage Loan. Notwithstanding the foregoing, no
representation is made as to the perfection of any security
interest in personal property.
(vi) The lien of each related Mortgage is insured by a
lender's title insurance policy, or its equivalent as adopted in
the applicable jurisdiction, issued by a title insurance company
authorized to do business in the applicable jurisdiction,
insuring the originator of the related Mortgage Loan, its
successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the related Mortgage
Loan after all advances of principal, subject only to Permitted
Encumbrances. The premiums under due under such title insurance
policy have been paid, and to the Mortgage Loan Seller's actual
knowledge, each title insurance policy is in full force and
effect and no claims have been made under any title insurance
policy.
(vii) To the best of the Mortgage Loan Seller's knowledge,
the Mortgage Loan Seller has not waived in writing any material
default, breach, violation or event of acceleration existing
under the related Mortgage or Mortgage Note.
(viii) There is no valid offset, right of rescission,
defense or counterclaim to such Mortgage Loan.
(ix) The Mortgage Loan Seller has not received actual notice
(A) that there is any proceeding pending for the total or partial
condemnation of the related Mortgaged Property or (B) that there
is any material damage at the related Mortgaged Property that
materially and adversely affects the value of such Mortgaged
Property.
(x) At origination, such Mortgage Loan complied in all
material respects with all requirements of federal, state and
local laws, including, without limitation, laws pertaining to
usury, relating to the origination and servicing of such Mortgage
Loan.
(xi) The proceeds of such Mortgage Loan have been fully
disbursed, and there is no requirement for future advances
thereunder.
(xii) The Mortgage Note and Mortgage(s) for such Mortgage
Loan and all other documents and instruments evidencing,
guaranteeing, insuring or otherwise securing such Mortgage Loan
are each the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any
of the foregoing agreements and any applicable state
anti-deficiency legislation or market value deficiency
legislation), enforceable in accordance with their respective
terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium or other
laws relating to or affecting the rights of creditors generally
and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(xiii) The terms of such Mortgage Loan require that the
related Mortgaged Property be insured by a fire and extended
perils insurance policy, issued by an insurer meeting the
requirements of such Mortgage Loan. If the related Mortgaged
Property is located in a 100-year floodplain, such Mortgaged
Property is also covered by a flood insurance policy meeting the
requirements of such Mortgage Loan.
(xiv) There is no material and adverse environmental
condition or circumstance affecting the Mortgaged Property as of
the Closing Date.
(xv) To the best of the Mortgage Loan Seller's knowledge,
such Mortgage Loan is not cross-collateralized with a mortgage
loan outside the Mortgage Pool.
(xvi) Except as contained in the related Mortgage File, the
terms of the Mortgage Note and Mortgage(s) for such Mortgage Loan
have not been impaired, waived, altered or modified in writing in
any material respect.
(xvii) As of the Closing Date, except as identified on
Schedule II there are no delinquent or unpaid taxes or
assessments (including assessments payable in future
installments), or other outstanding charges (and the Mortgage
Loan Seller has no actual knowledge that at the origination of
such Mortgage Loan, there were any delinquent water charges or
sewer rents) affecting any Mortgaged Property which are or may
become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and
warranty, real property taxes and assessments shall not be
considered unpaid until the Business Day immediately preceding
the date on which interest and/or penalties would be payable
thereon. As regards taxes due in California on April 10, 1999,
the foregoing representation as to delinquency status is limited
to the knowledge of the Mortgage Loan Seller. The Primary
Servicer (as to Non-Specially Serviced Mortgage Loans) and the
Special Servicer (as to Specially-Serviced Mortgage Loans) shall
have the duty to advance funds necessary to pay delinquent taxes,
assessments, water charges or sewer rents under SECTION 3.03(C),
if such taxes, assessments, water charges or sewer rents remain
unpaid for more than sixty (60) days after such date on which
applicable penalties and/or interest begin to accrue on such
unpaid taxes, assessments, water rents or sewer rents.
(xviii) The interest of the Mortgagor in the related
Mortgaged Property consists of a fee simple and/or leasehold
interest in real property.
(xix) Such Mortgage Loan is a whole loan and not a
participation interest.
(xx) The assignment of the related Mortgage to the Trustee
constitutes the legal, valid and binding assignment of such
Mortgage from the relevant assignor to the Trustee, and the
assignment of the related Assignment of Leases, if any, or of any
other agreement executed in connection with such Mortgage Loan to
the Trustee constitutes the legal, valid and binding assignment
thereof from the relevant assignor to the Trustee.
(xxi) All escrow deposits (including capital improvements
and environmental remediation reserves) relating to such Mortgage
Loan that were required to be delivered to the mortgagee under
the terms of the related loan documents, have been received and,
to the extent of any remaining balances of such escrow deposits,
are in the possession, or under the control of the Mortgage Loan
Seller or its agents (which shall include the Master Servicer).
All of the Mortgage Loan Seller's rights with respect to such
deposits are conveyed hereunder.
(xxii) To the best of the Mortgage Loan Seller's knowledge,
as of the date of origination of such Mortgage Loan, the related
Mortgaged Property was and is free and clear of any mechanics'
and materialmen's liens or liens in the nature thereof which
create a lien prior to that created by the related Mortgage(s),
except such liens as may be covered by a title insurance policy.
(xxiii) To the extent required under applicable law as of
the Closing Date and necessary for the enforceability or
collectability of the Mortgage Loan, the originator of such
Mortgage Loan was authorized to do business in the jurisdiction
in which the related Mortgaged Property is located at all times
when it held the Mortgage Loan.
(xxiv) There is no material default, breach or event of
acceleration existing under the related Mortgage or Mortgage
Note, and the Mortgage Loan Seller has not received actual notice
of any event that, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute such
a material default, breach or event of acceleration; PROVIDED,
HOWEVER, that this representation and warranty does not cover any
default, breach or event of acceleration that specifically
pertains to any matter otherwise covered by any other
representation and warranty made by the Mortgage Loan Seller in
any of PARAGRAPHS (IV), (XIV), (XVII), (XXI), (XXIII) and (XXIX)
of this SECTION 2.05(C).
(xxv) Such Mortgage Loan does not contain any equity
participation by the lender, provide for any contingent or
additional interest in the form of participation in the cash flow
of the related Mortgaged Property, provide for the negative
amortization of interest or provide for interest-only payments
without any principal amortization.
(xxvi) The related Mortgage(s) or Mortgage Note, together
with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in CLAUSES (C)(V)
and (C)(XII) above) such as to render the rights and remedies of
the holders thereof adequate for the practical realization
against the related Mortgaged Property of the principal benefits
of the security intended to be provided thereby.
(xxvii) Such Mortgage Loan constitutes a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code
(but without regard to the rule in Treasury Regulations Section
1.860G-2(f)(2) that treats a defective obligation as a qualified
mortgage, or any substantially similar successor provision).
(xxviii) No fraud with respect to such Mortgage Loan has
taken place on the part of the Mortgage Loan Seller or, to the
knowledge of the Mortgage Loan Seller, any originator, in
connection with the origination of such Mortgage Loan.
(xxix) The servicing and collection practices used with
respect to such Mortgage Loan have been in all material respects
legal and prudent and have met customary standards utilized by
prudent institutional multifamily and commercial mortgage loan
servicers.
(xxx) Unless the related Mortgaged Property is owner
occupied, the Mortgage File for such Mortgage Loan contains an
Assignment of Leases either as a separate instrument or
incorporated into the related Mortgage, which was recorded in the
applicable jurisdiction and which creates, in favor of the
holder, a valid, perfected and enforceable lien of the same
priority as the related Mortgage, in the rents and other property
and rights described therein; provided that the enforceability of
such lien is subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws affecting the
enforcement of creditors' rights generally, and by the
application of the rules of equity. The Mortgage Loan Seller has
the full right to assign to the Trustee such Assignment of Leases
and the lien created thereby as described in the immediately
preceding sentence.
(xxxi) As of the Closing Date, the related Mortgagor was
not, to the best of the Mortgage Loan Seller's actual knowledge,
a debtor in any state or federal bankruptcy or insolvency
proceeding.
(xxxii) The Mortgage Loan Seller has no actual knowledge of
any pending litigation or other legal proceedings involving the
related Mortgagor or the related Mortgaged Property that can
reasonably be expected to materially interfere with the security
intended to be provided by the related Mortgage, the current use
of the related Mortgaged Property, or the current ability of the
Mortgaged Property to generate net operating income sufficient to
service the Mortgage Loan.
(xxxiii) Neither the related Mortgage Note nor the related
Mortgage requires the mortgagee to release all or any material
portion of the related Mortgaged Property from the lien of the
related Mortgage except upon (i) payment in full of all amounts
due under the related Mortgage Loan or (ii) payment representing
not less than 100% of the value of the property being released
(pro-rated using square footage or another customary method), in
the case of a partial release.
(xxxiv) (1) Such Mortgage Loan is directly secured by a
Mortgage on a commercial property or multifamily residential
property, and (2) the fair market value of the real property
securing such Mortgage Loan was at least equal to 80% of the
principal amount of the Mortgage Loan (a) at origination (or if
the Mortgage Loan has been modified in a manner that constitutes
a deemed exchange under Section 1001 of the Code at a time when
the Mortgage Loan was not in default or default with respect
thereto was not reasonably foreseeable, the date of the last such
modification) or (b) at the Closing Date; provided that the fair
market value of the real property interest must first be reduced
by (A) the amount of any lien on the real property interest that
senior to the Mortgage Loan (unless such senior lien also secures
a Mortgage Loan, in which event the computation described in (a)
and (b) shall be made on a aggregated basis) and (B) a
proportionate amount of any lien that is in parity with the
Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which
event the computation described in (a) and (b) shall be made on
an aggregate basis).
(xxxv) With respect to such Mortgage Loan, any prepayment
premium constitutes a "customary prepayment penalty" within the
meaning of Treasury Regulations Section 1.860G-1(b)(2).
(xxxvi) Under the terms of the related Mortgage, any
insurance proceeds in excess of de minimis amounts or
condemnation award with respect to the Mortgaged Property will be
applied (subject to applicable law) either (1) to the repair or
restoration of all or part of the related Mortgaged Property or
(2) to the payment of the outstanding principal balance of the
Mortgage Loan, together with accrued interest, it being
understood that in respect of a total or substantially total loss
or taking, only option (2) may apply.
(xxxvii) If the related Mortgage is a deed of trust, a
trustee, duly qualified under applicable law to serve as such,
has been properly designated and currently so serves and is named
in the deed of trust, and no fees or expenses are or will become
payable to the trustee under the deed of trust, except in
connection with the sale or release of the Mortgaged Property
following default or payment of the Mortgage Loan.
(xxxviii) Except with respect to the Mortgage Loan secured
by the Mortgaged Property identified on the Mortgage Loan
Schedule as Loan No. 8312647, if such Mortgage Loan is secured in
whole or in part by the interest of a Mortgagor under a Ground
Lease and by the related fee interest, such fee interest is
subordinate to the related Mortgage and the related Mortgage does
not by its terms provide that it will be subordinated to the lien
of any mortgage or any other lien upon such fee interest.
(xxxix) With respect to any Mortgage Loan secured by a
Mortgage constituting a valid first lien on an unencumbered
interest of the Mortgagor as lessee under a Ground Lease of the
related Mortgaged Property, but not by the related fee interest
in such Mortgaged Property, the Mortgage Loan Seller represents
and warrants that:
(A) Except as set forth in Schedule III hereto, the Ground
Lease or a memorandum thereof has been duly recorded,
and the ground lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage.
There has not been a material change in the terms of
the Ground Lease since its recordation, with the
exception of written instruments that are part of the
related Mortgage File;
(B) Except as set forth in Schedule IV hereto, related
borrower's interest in the Ground Lease is assignable
to the Trustee upon notice to, but without the consent
of, the lessor thereunder (or if any such consent is
required, it has been obtained in writing prior to the
Closing Date) or, in the event that it is so assigned,
it is further assignable by the Trustee and its
successors and assigns upon notice to, but without a
need to obtain the consent of, such lessor;
(C) As of the Closing Date, the Ground Lease is in full
force and effect and no default has occurred under the
Ground Lease and, to the Mortgage Loan Seller's actual
knowledge, there is no existing condition which, but
for the passage of time or the giving of notice, would
result in a default under the terms of the Ground
Lease;
(D) Such Ground Lease has an original term (or an original
term plus one or more optional renewal terms, which,
under all circumstances, may be exercised, and will be
enforceable, by the mortgagee if it takes possession of
such leasehold interest) that extends not less than 10
years beyond the stated maturity of the related
Mortgage Loan;
(E) As of the origination of such Mortgage Loan, such
Ground Lease was in full force and effect and, to the
Mortgage Loan Seller's actual knowledge, no material
default existed under such Ground Lease; and
(F) Except as identified on Schedule V, the terms of such
Ground Lease require the lessor to give notice to the
lender of any default by the lessee under the Ground
Lease.
(xl) Except as indicated on the Mortgage Loan Schedule, such
Mortgage Loan is recourse to the related Mortgagor (subject to
any applicable state anti-deficiency legislation or market value
deficiency legislation) except as such recourse may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium
or other laws relating to or affecting the rights of creditors
generally and by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity
or at law).
(xli) No Mortgage Loan has been satisfied in full, and
except as expressly contemplated by the related loan agreement or
other documents contained in the related Mortgage File, no
material portion of the Mortgaged Property has been released.
(xlii) Such Mortgage Loan contains a "due-on-sale" clause
that permits the loan holder to accelerate the maturity of the
loan if the related Mortgagor sells the related property without
the consent of the Mortgagee.
(xliii) The Mortgage Loan Seller is in possession of the
related Mortgage File, which contains the related Mortgage,
Mortgage Note and all material amendments thereto.
(xliv) Except as indicated on Schedule VI, the Mortgage Loan
Seller has inspected or caused to be inspected the related
Mortgaged Property within the 24 months prior to the Cutoff Date.
(xlv) Such Mortgage Loan requires the related Mortgagor to
be qualified to do business, and requires the related Mortgagor
and the related Mortgaged Property to be in material compliance
with all regulations, licenses, permits, authorizations,
restrictive covenants and zoning and building laws, in each case
to the extent required by law or to the extent that the failure
to be so qualified or in compliance would not have a material and
adverse effect upon the enforceability of the Mortgage Loan or
upon the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be
provided thereby.
(xlvi) To the Mortgage Loan Seller's knowledge, no one other
than the related Mortgagor owns any interest in payments due
under the leases of the mortgaged property.
(xlvii) The Mortgage Loan Seller has no actual knowledge of
any pending action, suit, proceeding, arbitration or governmental
investigation against the related Mortgagor or the related
Mortgaged Property which, if adversely decided, would have a
material and adverse effect upon the enforceability of the
Mortgage Loan or upon the practical realization against the
related Mortgaged Property of the principal benefits of the
security intended to be provided thereby.
(xlviii) Except as indicated on Schedule VII, such Mortgage
Loan requires the related Mortgagor to provide annual operating
statements.
(xlix) The Mortgage Loan Seller has no actual knowledge that
any of the improvements that form part of any Mortgaged Property
lie outside the boundaries and restriction lines of such property
in any material respect, or that any improvements on adjoining
properties encroach upon any Mortgaged Property in any material
respect.
(l) The Mortgage Loan Seller has no actual knowledge that
any of the following statements was untrue of the related
Mortgaged Property at origination (i) the Mortgaged Property was
located on or adjacent to a public road, or had access to an
irrevocable easement permitting ingress and egress, (ii) the
Mortgaged Property was served by public utilities, water and
sewer (or septic facilities), (iii) the Mortgaged Property was a
separate tax parcel and (iv) the Mortgaged Property had parking
to the extent, if any, required under applicable law.
(li) Such Mortgage Loan was originated by the Mortgage Loan
Seller, an affiliate of the Mortgage Loan Seller, a predecessor
in interest to the Mortgage Loan Seller or an originator approved
by the Mortgage Loan Seller, such an affiliate or such a
predecessor in interest.
(lii) No Mortgage Loan contains a provision for any
defeasance of mortgage collateral.
(liii) In selecting the Mortgage Loans for sale, no
selection procedure was employed by the Mortgage Loan Seller
which was intended to adversely affect the interests of the
Certificateholders.
(liv) Such Mortgage Loan was originated by or for a savings
and loan association, savings bank, commercial bank, credit
union, insurance company, or similar institution which is
supervised and examined by a Federal or State authority, or by a
mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National
Housing Act (any of the foregoing, including the Mortgage Loan
Seller, a "Qualified Originator"); each Mortgaged Property
consists of one or more parcels of real property upon which is
located one or more commercial structures and otherwise meets the
requirements for eligibility under the Secondary Mortgage Market
Enhancement Act of 1984 for commercial property.
(lv) With respect to each Mortgage Loan originated by a
Person that is not a Qualified Originator (a "Non-Qualified
Originator"):
(A) such Mortgage Loan was underwritten in accordance with
standards established by the Qualified Originator,
using application forms and related credit documents
approved by the Qualified Originator;
(B) the Qualified Originator approved each application and
related credit documents before a commitment by the
Non-Qualified Originator was issued, and no such
commitment was issued until the Qualified Originator
agreed to fund such Mortgage Loan;
(C) the Mortgage Loan was originated by the Non-Qualified
Originator pursuant to an ongoing, standing
relationship with the Qualified Originator;
(D) the closing documents for the Mortgage Loan were
prepared on forms approved by the Qualified Originator,
and, pursuant to the Non-Qualified Originator's
ongoing, standing relationship with the Qualified
Originator, either:
(i) such closing documents reflect the Qualified
Originator as the original mortgagee, and such
Mortgage Loan was actually funded by the Qualified
Originator at the closing thereof;
(ii) such closing documents reflect the Non-Qualified
Originator as the original mortgagee, but include
assignment documents executed by the Non-Qualified
Originator in favor of the Qualified Originator at
the time of the closing of the Mortgage Loan,
reflecting the Qualified Originator as the
successor and assign to the Non-Qualified
Originator, and the Mortgage Loan was funded
initially by the Non-Qualified Originator at the
closing thereof and then acquired by the Qualified
Originator from such Non-Qualified Originator; or
(iii) such closing documents reflect the Non-Qualified
Originator as the original mortgagee, but include
assignment documents executed by the Non-Qualified
Originator in favor of the Qualified Originator at
the time of the closing of the Mortgage Loan,
reflecting the Qualified Originator as the
successor and assign to the Non-Qualified
Originator, and the Mortgage Loan was funded
initially by the Qualified Originator at the
closing thereof and then acquired by the Qualified
Originator from such Non-Qualified Originator.
(lvi) The related loan documents do not contain any option which,
if exercised, would cause the Mortgage Loan to fail to qualify as a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code.
(d) It is understood and agreed that the representations and
warranties set forth in this SECTION 2.05 shall survive delivery of the Mortgage
Note or, if applicable, the respective Mortgage Files to the Trustee or a
Custodian on its behalf and shall inure to the benefit of the Persons for whose
benefit they were made for so long as the Trust remains in existence,
notwithstanding any restrictive or qualified endorsement or assignment. Upon
discovery by any of the parties hereto of a breach of any of the representations
and warranties set forth in SUBSECTION (A) above which materially and adversely
affects the interests of the Certificateholders or any party hereto or a breach
of any of the representations and warranties set forth in SUBSECTION (C) above
which materially and adversely affects the value of any Mortgage Loan or the
interests therein of the Certificateholders, the party discovering such breach
shall give prompt written notice to each of the other parties hereto, and also
to each of the Rating Agencies.
SECTION 2.06 Representations and Warranties of Master Servicer
(a) The Master Servicer hereby represents and warrants to the other
parties hereto and for the benefit of the Certificateholders, as of the Closing
Date, that:
(i) The Master Servicer is duly organized, validly existing
and in good standing as a limited liability company under the
laws of the State of Delaware, and the Master Servicer is in
compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its
obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the
Master Servicer, and the performance and compliance with the
terms of this Agreement by the Master Servicer, will not violate
the Master Servicer's organizational documents or constitute a
default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach
of, any material agreement or other instrument to which it is a
party or which is applicable to it or any of its assets, which
default, in the Master Servicer's good faith and reasonable
judgment, is likely to materially and adversely affect either the
ability of the Master Servicer to perform its obligations under
this Agreement or the financial condition of the Master Servicer.
(iii) The Master Servicer has the full power and authority
to enter into and consummate all transactions contemplated by
this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution
and delivery by each of the other parties hereto, constitutes a
valid, legal and binding obligation of the Master Servicer,
enforceable against the Master Servicer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) The Master Servicer is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation,
in the Master Servicer's good faith and reasonable judgment, is
likely to affect materially and adversely either the ability of
the Master Servicer to perform its obligations under this
Agreement or the financial condition of the Master Servicer.
(vi) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would prohibit the Master Servicer from entering into this
Agreement or, in the Master Servicer's good faith and reasonable
judgment, is likely to materially and adversely affect either the
ability of the Master Servicer to perform its obligations under
this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer that
has, or may have, responsibilities concerning the servicing and
administration of the Mortgage Loans is covered by errors and
omissions insurance in the amounts and with the coverage required
by SECTION 3.07(C). None of the Master Servicer or any of its
officers or employees that is involved in the servicing or
administration of the Mortgage Loans has been refused such
coverage or insurance.
(b) The representations and warranties of the Master Servicer set
forth in SECTION 2.06(A) shall survive the execution and delivery of this
Agreement and inure to the benefit of the Persons for whose benefit they were
made for so long as the Trust remains in existence. Upon discovery by any of the
parties hereto of a breach of any of such representations and warranties which
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto, and also to each of the Rating Agencies.
(c) Each successor Master Servicer (if any) shall be deemed to have
made, as of the date of its succession, each of the representations set forth in
SECTION 2.06(A), subject to such appropriate modifications to the representation
and warranty set forth in SECTION 2.06(A)(I) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.
SECTION 2.07 Representations and Warranties of the Primary
Servicer.
(a) The Primary Servicer hereby represents and warrants to the other
parties hereto and for the benefit of the Certificateholders, as of the Closing
Date, that:
(i) The Primary Servicer is a national banking association
duly organized, validly existing and in good standing under the
laws of the United States.
(ii) The execution and delivery of this Agreement by the
Primary Servicer, and the performance and compliance with the
terms of this Agreement by the Primary Servicer, will not violate
the Primary Servicer's organizational documents or constitute a
default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach
of, any material agreement or other instrument to which it is a
party or which is applicable to it or any of its assets, which
default, in the Primary Servicer's good faith and reasonable
judgment, is likely to materially and adversely affect either the
ability of the Primary Servicer to perform its obligations under
this Agreement or the financial condition of the Primary
Servicer.
(iii) The Primary Servicer has the full power and authority
to enter into and consummate all transactions contemplated by
this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution
and delivery by each of the other parties hereto, constitutes a
valid, legal and binding obligation of the Primary Servicer,
enforceable against the Primary Servicer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) The Primary Servicer is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation,
in the Primary Servicer's good faith and reasonable judgment, is
likely to affect materially and adversely either the ability of
the Primary Servicer to perform its obligations under this
Agreement or the financial condition of the Primary Servicer.
(vi) No litigation is pending or, to the best of the Primary
Servicer's knowledge, threatened against the Primary Servicer
which would prohibit the Primary Servicer from entering into this
Agreement or, in the Primary Servicer's good faith and reasonable
judgment, is likely to materially and adversely affect either the
ability of the Primary Servicer to perform its obligations under
this Agreement or the financial condition of the Primary
Servicer.
(vii) Each officer or employee of the Primary Servicer that
has responsibilities concerning the servicing and administration
of the Mortgage Loans is covered by errors and omissions
insurance in the amounts and with the coverage required by
SECTION 3.07(C). None of the Primary Servicer or any of its
officers or employees that is involved in the servicing or
administration of the Mortgage Loans has been refused such
coverage or insurance.
(b) The representations and warranties of the Primary Servicer set
forth in SECTION 2.07(A) shall survive the execution and delivery of this
Agreement and inure to the benefit of the Persons for whose benefit they were
made for so long as the Trust remains in existence. Upon discovery by any of the
parties hereto of a breach of any of such representations and warranties which
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.
(c) Each successor Primary Servicer (if any) shall be deemed to have
made, as of the date of its succession, each of the representations set forth in
SECTION 2.07(A), subject to such appropriate modifications to the representation
and warranty set forth in SECTION 2.07(A)(I) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.
SECTION 2.08 Representations and Warranties of the Special
Servicer.
(a) The Special Servicer hereby represents and warrants to the other
parties hereto and for the benefit of the Certificateholders, as of the Closing
Date, that:
(i) The Special Servicer is duly organized, validly existing
and in good standing as a limited liability company under the
laws of the State of Delaware, and the Special Servicer is in
compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its
obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the
Special Servicer, and the performance and compliance with the
terms of this Agreement by the Special Servicer, will not violate
the Special Servicer's organizational documents or constitute a
default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach
of, any material agreement or other instrument to which it is a
party or which is applicable to it or any of its assets, which
default, in the Special Servicer's good faith and reasonable
judgment, is likely to materially and adversely effect either the
ability of the Special Servicer to perform its obligations under
this Agreement or the financial condition of the Special
Servicer.
(iii) The Special Servicer has the full power and authority
to enter into and consummate all transactions contemplated by
this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution
and delivery by each of the other parties hereto, constitutes a
valid, legal and binding obligation of the Special Servicer,
enforceable against the Special Servicer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) The Special Servicer is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation,
in the Special Servicer's good faith and reasonable judgment, is
likely to affect materially and adversely either the ability of
the Special Servicer to perform its obligations under this
Agreement or the financial condition of the Special Servicer.
(vi) No litigation is pending or, to the best of the Special
Servicer's knowledge, threatened against the Special Servicer
which would prohibit the Special Servicer from entering into this
Agreement or, in the Special Servicer's good faith and reasonable
judgment, is likely to materially and adversely affect either the
ability of the Special Servicer to perform its obligations under
this Agreement or the financial condition of the Special
Servicer.
(vii) Each officer or employee of the Special Servicer that
has responsibilities concerning the servicing and administration
of the Mortgage Loans is covered by errors and omissions
insurance in the amounts and with the coverage required by
SECTION 3.07(C). None of the Special Servicer or any of its
respective officers or employees that is involved in the
servicing or administration of the Mortgage Loans has been
refused such coverage or insurance.
(b) The representations and warranties of the Special Servicer set
forth in SECTION 2.08(A) shall survive the execution and delivery of this
Agreement and inure to the benefit of the Persons for whose benefit they were
made for so long as the Trust remains in existence. Upon discovery by any of the
parties hereto of a breach of any of such representations and warranties which
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.
(c) Each successor Special Servicer (if any) shall be deemed to have
made, as of the date of its succession, each of the representations set forth in
SECTION 2.08(A), subject to such appropriate modifications to the representation
and warranty set forth in SECTION 2.08(A)(I) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.
SECTION 2.09 Representations and Warranties of the Trustee
and the REMIC Administrator.
(a) LaSalle Bank National Association, both in its capacity as
Trustee and in its capacity as REMIC Administrator (the "BANK"), hereby
represents and warrants to the other parties hereto and for the benefit of the
Certificateholders, as of the Closing Date, that:
(i) The Bank is a national banking association duly
organized, validly existing and in good standing under the laws
of the United States and is, shall be or, if necessary, shall
appoint a co-trustee that is, in compliance with the laws of each
State in which any Mortgaged Property is located to the extent
necessary to perform its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the
Bank, and the performance and compliance with the terms of this
Agreement by the Bank, do not violate the Bank'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, which default, in the Bank's good faith and
reasonable judgment, is likely to materially and adversely affect
either the ability of the Bank to perform its obligations under
this Agreement or the financial condition of the Bank.
(iii) The Bank has the full power and authority to enter
into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution
and delivery by each of the other parties hereto, constitutes a
valid, legal and binding obligation of the Bank, enforceable
against the Bank 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 Bank is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation
of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation, in the
Bank's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Bank to
perform its obligations under this Agreement or the financial
condition of the Bank.
(vi) No litigation is pending or, to the best of the Bank's
knowledge, threatened against the Bank which would prohibit the
Bank from entering into this Agreement or, in the Bank's good
faith and reasonable judgment, is likely to materially and
adversely affect either the ability of the Bank to perform its
obligations under this Agreement or the financial condition of
the Bank.
(vii) All consents, approvals, authorizations, orders or
filings of or with any court or governmental agency or body, if
any, required for the execution, delivery and performance of this
Agreement by the Trustee have been obtained or made.
(b) The representations and warranties of the Bank set forth in
SECTION 2.09(A) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust remains in existence. Upon discovery by any of the parties
hereto of a breach of any of such representations and warranties which
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto, and also to each of the Rating Agencies.
(c) Each successor Trustee or REMIC Administrator (if any and
regardless of whether the Trustee and the REMIC Administrator are different
Persons) shall be deemed to have made, as of the date of its succession, each of
the representations set forth in SECTION 2.09(A), subject to such appropriate
modifications to the representation and warranty set forth in SECTION 2.09(A)(I)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization. In any such case, the term "BANK" shall be deemed to mean such
successor Trustee or the REMIC Administrator, as appropriate.
(d) The Bank represents that it will use reasonable commercial
efforts to cure (by August 1999) any deficiencies with regards to the
manipulation or calculation of dates beyond December 31, 1999 in the internally
maintained computer software systems used by the Bank in the conduct of its
trust business which would materially and adversely affect its ability to
perform its obligations under this agreement. The Bank further represents that
it will use reasonable commercial efforts to obtain reasonable assurances from
each third party vendor of licensed computer software systems used by the Bank
in the conduct of its trust business that such vendors shall use reasonable
commercial efforts to cure any deficiencies with regards to the manipulation or
calculation of dates beyond December 31, 1999 in such systems which would
materially and adversely affect the ability of the Bank to perform its
obligations under this agreement.
SECTION 2.10 Creation of the REMIC I Regular Interests and
Class R-I Residual Interest.
Concurrently with the assignment to the Trustee of the assets
included in REMIC I, and in exchange therefor, at the direction of the
Depositor, the REMIC I Regular Interests and Class R-I Residual Interest have
been issued hereunder. The interests evidenced by the REMIC I Regular Interests
and Class R-I Residual Interest constitute the entire beneficial ownership of
REMIC I. The rights of the REMIC II and the Class R Certificateholders to
receive distributions from the proceeds of REMIC I in respect of the REMIC I
Regular Interests and the Class R-I Residual Interest, respectively, and all
ownership interests of REMIC II and the Class R Certificateholders in and to
such distributions, shall be as set forth in this Agreement.
SECTION 2.11 Conveyance of REMIC I Regular Interests;
Acceptance of REMIC II by the Trustee.
The Depositor, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the REMIC I Regular
Interests to the Trustee for the benefit of the Holders of the REMIC II Regular
Interests and the Class R-II Residual Interest. The Trustee acknowledges the
assignment to it of the REMIC I Regular Interests and declares that it holds and
will hold the same in trust for the exclusive use and benefit of all present and
future Holders of the REMIC II Regular Interests and the Class R-II Residual
Interest.
SECTION 2.12 Creation of the REMIC II Regular Interests
and Class R-II Residual Interest.
Concurrently with the assignment to the Trustee of the REMIC I
Regular Interests, and in exchange therefor, at the direction of the Depositor,
the REMIC II Regular Interests and Class R-II Residual Interest have been issued
hereunder. The rights of REMIC III and the Class R Certificateholders to receive
distributions from the proceeds of REMIC II in respect of the REMIC II Regular
Interests and the Class R-II Residual Interest, respectively, and all ownership
interests of REMIC III and the Class R Certificateholders in and to such
distributions, shall be as set forth in this Agreement.
SECTION 2.13 Conveyance of REMIC II Regular Interests;
Acceptance of REMIC III by the Trustee.
The Depositor, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the REMIC II Regular
Interests to the Trustee for the benefit of the Holders of the REMIC III Regular
Interests and the Class R-III Residual Interest. The Trustee acknowledges the
assignment to it of the REMIC II Regular Interests and declares that it holds
and will hold the same in trust for the exclusive use and benefit of all present
and future Holders of the REMIC III Regular Interests and the Class R-III
Residual Interest.
SECTION 2.14 Creation of REMIC III Regular Interests and
Class R-III Residual Interest.
Concurrently with the assignment to the Trustee of the REMIC II
Regular Interests, and in exchange therefor, at the direction of the Depositor,
the REMIC III Regular Interests and Class R-III Residual Interest have been
issued hereunder. The rights of REMIC IV and the Class R Certificateholders to
receive distributions from the proceeds of REMIC III in respect of the REMIC III
Regular Interests and the Class R-III Residual Interest, respectively, and all
ownership interests of REMIC IV and the Class R Certificateholders in and to
such distributions, shall be as set forth in this Agreement.
SECTION 2.15 Conveyance of REMIC III Regular Interests;
Acceptance of REMIC IV by the Trustee.
The Depositor, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the REMIC III Regular
Interests to the Trustee for the benefit of the Holders of the REMIC IV Regular
Interests and the Class R-IV Residual Interest. The Trustee acknowledges the
assignment to it of the REMIC III Regular Interests and declares that it holds
and will hold the same in trust for the exclusive use and benefit of all present
and future Holders of the REMIC IV Regular Interests and the Class R-IV Residual
Interest.
SECTION 2.16 Creation of REMIC IV Regular Interests and
Class R-IV Residual Interest.
Concurrently with the assignment to the Trustee of the REMIC III
Regular Interests, and in exchange therefor, at the direction of the Depositor,
the REMIC IV Regular Interests and Class R-IV Residual Interest have been issued
hereunder. The rights of the Grantor Trust and the Class R Certificateholders to
receive distributions from the proceeds of REMIC IV in respect of the REMIC IV
Regular Interests and the Class R-IV Residual Interest, respectively, and all
ownership interests of the Grantor Trust and the Class R Certificateholders in
and to such distributions, shall be as set forth in this Agreement.
SECTION 2.17 Conveyance of REMIC IV Regular Interests;
Acceptance of Grantor Trust by the Trustee.
The Depositor, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the REMIC IV Regular
Interests and all rights to Prepayment Premiums payable with respect to the
Mortgage Loans to the Trustee for the benefit of the Holders of the
Certificates. The Trustee acknowledges the assignment to it of the REMIC IV
Regular Interests and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future Holders of the
Certificates.
SECTION 2.18 Issuance of the Certificates.
Concurrently with the assignment to the Trustee of the REMIC IV
Regular Interests, and in exchange therefor, at the direction of the Depositor,
the Trustee has executed, authenticated and delivered to or upon the order of
the Depositor, the Certificates (other than the Class R Certificates) in
authorized denominations evidencing the entire beneficial ownership of the
Grantor Trust. The rights of the respective Classes of Holders of the
Certificates (other than the Class R Certificates) to receive distributions from
the proceeds of the Grantor Trust in respect of their Certificates, and all
ownership interests of the respective Classes of Holders of the Certificates in
and to such distributions, shall be as set forth in this Agreement. The Trustee
has concurrently executed, authenticated and delivered to or upon the order of
the Depositor, the Class R Certificates representing the Class R-I Residual
Interest, the Class R-II Residual Interest, the Class R-III Residual Interest
and the Class R-IV Residual Interest.
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01 Administration of the Mortgage Loans.
Banc One, as Master Servicer, shall have the duties of oversight and
supervision of the Primary Servicer, including, as more fully described in this
Agreement, the following: (i) the Master Servicer shall receive remittances from
the Primary Servicer and subsequently remit the required payments to the Trustee
in accordance with this Agreement; (ii) in the event that the Primary Servicer,
with respect to any Mortgage Loan or REO Loan, or the Special Servicer, with
respect to any Specially Serviced Mortgage Loan, shall fail to make any
Servicing Advance, P&I Advance, as applicable, then the Master Servicer shall
have the obligation to make such Servicing Advance or P&I Advance; and (iii) in
the event that the Primary Servicer resigns or is terminated under SECTION 3.23A
or SECTION 7.01 (B), then the Trustee may, but is not required to, designate the
Master Servicer as the successor Primary Servicer, subject to the provisions of
SECTION 3.23A or SECTION 7.01 (B), and the Master Servicer shall assume all of
the servicing functions of the Primary Servicer but shall not incur obligations
of the Primary Servicer arising before such assumption, other than the
obligation to make Advances, and shall be entitled to payment of the Primary
Servicer Fee at the Primary Servicer Fee Rate. Notwithstanding the foregoing
sentence, the former Primary Servicer shall be entitled to repayment of any
Advances (except for Advances deemed by it or its successor as Nonrecoverable
Advances which it shall obtain from the Certificate Account) made by it which
are recovered after it ceases to be the Primary Servicer. The Master Servicer
shall also accumulate information and data from the Primary Servicer and the
Special Servicer and report same to the Trustee in accordance with the terms of
this Agreement. The Master Servicer shall not be liable to the Primary Servicer,
the Depositor, the Mortgage Loan Seller, the Special Servicer, the Trustee, the
REMIC Administrator or the Fiscal Agent, or any Certificateholder, or any other
third parties, for any acts or omissions of the Primary Servicer or the Special
Servicer, or for simple errors in judgment in the course of its oversight and
supervision of the Primary Servicer, unless such liability is occasioned by the
Master Servicer's negligence or fraud.
(a) Each of the Master Servicer, the Primary Servicer and the
Special Servicer shall service and administer the Mortgage Loans that it is
obligated to service and administer pursuant to this Agreement on behalf of the
Trustee, and in the best interests and for the benefit of the
Certificateholders, in accordance with any and all applicable laws and the terms
of this Agreement, the Insurance Policies and the respective Mortgage Loans and,
to the extent consistent with the foregoing, in accordance with the Servicing
Standard. Without limiting the foregoing, and subject to SECTION 3.21, (i) the
Primary Servicer shall provide servicing pursuant to this Agreement of all
Mortgage Loans as to which no Servicing Transfer Event has occurred and all
Corrected Mortgage Loans and Basic Administration of Specially Serviced Mortgage
Loans, and (ii) the Special Servicer shall otherwise service and administer (x)
each Mortgage Loan (other than a Corrected Mortgage Loan) as to which a
Servicing Transfer Event has occurred, and (y) each REO Property; provided,
further, that the Special Servicer shall continue to collect information and
prepare all reports required hereunder with respect to any Specially Serviced
Mortgage Loans and REO Properties (and the related REO Loans), and further to
render such incidental services with respect to any Specially Serviced Mortgage
Loans and REO Properties as are specifically provided for herein.
(b) Subject to SECTION 3.01(A) and the terms and provisions of this
Agreement, the Master Servicer, the Primary Servicer and the Special Servicer
each shall have full power and authority, acting alone, to do or cause to be
done any and all things in connection with such servicing and administration
which it may deem necessary or desirable. Without limiting the generality of the
foregoing, each of the Master Servicer, the Primary Servicer and the Special
Servicer, in its own name, with respect to each of the Mortgage Loans it is
obligated to service hereunder, is hereby authorized and empowered by the
Trustee to execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them: (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and related collateral; (ii) in accordance
with the Servicing Standard and subject to SECTION 3.08 and SECTION 3.20, any
and all modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments. Subject to SECTION 3.10, the
Trustee shall, at the written request of a Servicing Officer of the Master
Servicer, the Primary Servicer or the Special Servicer, furnish, or cause to be
so furnished, to the Master Servicer, the Primary Servicer and the Special
Servicer, as the case may be, any limited powers of attorney and other documents
necessary or appropriate to enable them to carry out their servicing and
administrative duties hereunder; provided, however, that the Trustee shall not
be held liable for any misuse of any such power of attorney by the Master
Servicer, the Primary Servicer or the Special Servicer.
(c) The relationship of each of the Master Servicer, the Primary
Servicer and Special Servicer to the Trustee under this Agreement is intended by
the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.
(d) In the event that any two or more Mortgage Loans are
cross-collateralized with each other, the Master Servicer, the Primary Servicer
or Special Servicer, as applicable, in accordance with the terms of this
Agreement, shall service and administer such Mortgage Loans as a single Mortgage
Loan as and when it deems necessary and appropriate, consistent with the
Servicing Standard. If any Cross-Collateralized Mortgage Loan becomes a
Specially Serviced Mortgage Loan, then each other Mortgage Loan that is
cross-collateralized with it shall also become a Specially Serviced Mortgage
Loan. Similarly, no Cross-Collateralized Mortgage Loan shall subsequently become
a Corrected Mortgage Loan, unless and until all Servicing Transfer Events in
respect of each other Mortgage Loan that is cross-collateralized with it, are
remediated or otherwise addressed as contemplated in the definition of
"Specially Serviced Mortgage Loan".
SECTION 3.02 Collection of Mortgage Loan Payments.
Each of the Primary Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans it is obligated to service hereunder, and
shall, to the extent such procedures shall be consistent with this Agreement
(including without limitation, the Servicing Standard), follow such collection
procedures as it would follow were it the owner of such Mortgage Loans;
provided, however, that nothing herein contained shall be construed as an
express or implied guarantee by the Primary Servicer or the Special Servicer of
the collectability of the Mortgage Loans. Consistent with the foregoing, the
Primary Servicer (as to non-Specially Serviced Mortgage Loans) or the Special
Servicer (as to Specially Serviced Mortgage Loans)each may waive any Default
Charges in connection with any specific delinquent payment on a Mortgage Loan it
is obligated to service hereunder.
Ninety (90) days prior to the maturity date of each Balloon Mortgage
Loan, the Primary Servicer shall send a notice to the related Mortgagor of such
maturity date (with a copy to be sent to the Special Servicer) and shall request
confirmation that the Balloon Payment will be paid by such date.
SECTION 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Servicing Advances; Reserve
Accounts.
(a) The Primary Servicer shall, as to all the Mortgage Loans,
establish and maintain one or more accounts (the "SERVICING ACCOUNTS"), into
which any Escrow Payments shall be deposited and retained. Subject to any terms
of the related Mortgage Loan documents that specify the nature of the account in
which Escrow Payments shall be held, each Servicing Account shall be an Eligible
Account. Withdrawals of amounts so collected in respect of any Mortgage Loan
(and interest earned thereon) from a Servicing Account may be made only: (i) to
effect payment of real estate taxes, assessments, insurance premiums (if
applicable), ground rents (if applicable) and comparable items in respect of
related Mortgaged Property; (ii) to reimburse the Primary Servicer (or, if
applicable, the Master Servicer), the Special Servicer, the Trustee or the
Fiscal Agent, as applicable, for any unreimbursed Servicing Advances made
thereby to cover any of the items described in the immediately preceding CLAUSE
(I); (iii) to refund to the related Mortgagor any sums as may be determined to
be overages; (iv) to pay interest, if required and as described below, to the
related Mortgagor on balances in the Servicing Account (or, if and to the extent
not payable to the related Mortgagor, to pay such interest to the Primary
Servicer); or (v) to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with SECTION 9.01. The Primary
Servicer shall pay or cause to be paid to the Mortgagors interest, if any,
earned on the investment of funds in Servicing Accounts maintained thereby, if
required by law or the terms of the related Mortgage Loan. If the Primary
Servicer shall deposit in a Servicing Account any amount not required to be
deposited therein, it may at any time withdraw such amount from such Servicing
Account, any provision herein to the contrary notwithstanding. The Special
Servicer shall promptly deliver all Escrow Payments received by it to the
Primary Servicer for deposit in the applicable Servicing Account.
(b) The Primary Servicer shall (with the cooperation of the Special
Servicer in the case of Specially Serviced Mortgage Loans), (i) maintain
accurate records with respect to each Mortgaged Property reflecting the status
of real estate taxes, assessments and other similar items that are or may become
a lien thereon, and ground rents and insurance premiums and (ii) use reasonable
efforts to obtain, from time to time, all bills for the payment of such items
(it being understood that the Primary Servicer shall contract with a third-party
tax service for this work) and shall effect payment thereof within sixty (60)
days after the applicable penalty date. For purposes of effecting any such
payment, the Primary Servicer shall apply Escrow Payments as allowed under the
terms of the related Mortgage Loan or, if such Mortgage Loan does not require
the related Mortgagor to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items,
each of the Primary Servicer and the Special Servicer shall, as to those
Mortgage Loans it is obligated to service hereunder and subject to the Servicing
Standard, enforce the requirement of the related Mortgage that the Mortgagor
make payments in respect of such items at the time they first become due.
The Mortgage Loans are covered by the Primary Servicer's blanket
hazard insurance policy and are not individually monitored as to the status of
insurance premiums.
The Primary Servicer shall use reasonable efforts to effect payment
of any ground rents payable in respect of a Mortgage Loan as to which it has
received actual knowledge of non-payment by the ground lessee to the ground
lessor.
(c) In accordance with the Servicing Standard, the Primary Servicer
shall, as to Non-Specially Serviced Mortgage Loans, and the Special Servicer
shall, in the case of Specially Serviced Mortgage Loans, advance with respect to
the related Mortgaged Property all such funds as are necessary for the purpose
of effecting the payment of (i) delinquent real estate taxes, assessments and
other similar items, provided that such taxes, assessments and items remain
unpaid for sixty (60) days after the date on which penalties and/or interest for
non-payment begin to accrue (the Borrower and the Mortgage Loan Seller remain
liable for accrued interest, penalties and assessment arising by reason of such
nonpayment of taxes); (ii) delinquent ground rents or other rents (if
applicable), and (iii) premiums on Insurance Policies, in each instance if and
to the extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis, and provided that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance (any determination
that such advance would be a Nonrecoverable Servicing Advance shall be made in
accordance with SECTION 3.11(H)). The Primary Servicer shall be required to
provide prior notice to the Master Servicer should it decline to make a
Servicing Advance based upon a determination other than Nonrecoverability,
together with supporting documentation for the Primary Servicer's decision. All
such advances shall be reimbursable in the first instance from related
collections from the Mortgagors and further as provided in SECTION 3.05(A). No
costs incurred by the Primary Servicer or the Special Servicer in effecting the
payment of real estate taxes, assessments and similar items and, if applicable,
ground rents on or in respect of such Mortgaged Properties shall, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
(d) The Primary Servicer shall, as to all the Mortgage Loans,
establish and maintain, as applicable, one or more accounts (the "RESERVE
Accounts"), into which all Reserve Funds, if any, shall be deposited and
retained. Withdrawals of amounts so deposited may be made to pay for or
otherwise cover, or (if appropriate) to reimburse the related Mortgagor in
connection with, the specific items for which such Reserve Funds were escrowed,
all in accordance with the Servicing Standard and the terms of the related
Mortgage Note, Mortgage and any agreement with the related Mortgagor governing
such Reserve Funds. Subject to the terms of the related Mortgage Note and
Mortgage, all Reserve Accounts shall be Eligible Accounts. The Special Servicer
shall promptly deliver all Reserve Funds received by it to the Primary Servicer
for deposit in the applicable Reserve Account.
(e) To the extent an operations and maintenance plan, if any, is
required to be established and executed pursuant to the terms of a Mortgage
Loan, the Primary Servicer shall request from the Mortgagor written confirmation
thereof within a reasonable time after the later of the Closing Date and the
date as of which such plan is required to be established or completed. To the
extent any repairs, capital improvements, actions or remediations are required
to have been taken or completed pursuant to the terms of the Mortgage Loan, the
Primary Servicer shall request from the Mortgagor written confirmation of such
actions and remediations within a reasonable time after the later of the Closing
Date and the date as of which such action or remediations are required by the
related mortgage loan documents to be or to have been taken or completed. To the
extent a Mortgagor shall fail to promptly respond to any inquiry described in
this SECTION 3.03(E), the Primary Servicer shall determine whether the related
Mortgagor has failed to perform its obligations under the related Mortgage Loan
and report any such failure to the Special Servicer within a reasonable time
after the date as of which such actions or remediations are required to be or to
have been taken or completed.
SECTION 3.04 Certificate Account, Master Certificate Account
and Distribution Accounts
(a) The Primary Servicer shall establish and maintain one or more
accounts (collectively, the "CERTIFICATE ACCOUNT"), held on behalf of the
Trustee in trust for the benefit of the Certificateholders. The Certificate
Account shall be an Eligible Account. The Primary Servicer shall deposit or
cause to be deposited in the Certificate Account, within two Business Days of
receipt (in the case of payments by Mortgagors or other collections on or in
respect of the Mortgage Loans) or as otherwise required hereunder, the following
payments and collections received or made by or on behalf of it subsequent to
the Cut-off Date (other than in respect of principal, interest and any other
amounts due and payable on the Mortgage Loans on or before the Cut-off Date,
which payments shall be delivered promptly to the Mortgage Loan Seller or its
designee, with negotiable instruments endorsed as necessary and appropriate
without recourse):
(i) all payments on account of principal, including
Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest at the respective
Mortgage Rates on the Mortgage Loans and all Prepayment Premiums
received in respect of the Mortgage Loans;
(iii) to the extent allocable to the period that any
Mortgage Loan is a Specially Serviced Mortgage Loan, all payments
on account of Default Charges on such Mortgage Loan;
(iv) all Insurance Proceeds and Liquidation Proceeds (net of
all related Liquidation Expenses paid therefrom) received in
respect of any Mortgage Loan (other than Liquidation Proceeds
that are received in connection with a purchase by the Master
Servicer or a Majority Certificateholder of the Controlling Class
of all of the Mortgage Loans and any REO Properties in the Trust
Fund and that are required to be deposited in the Distribution
Account pursuant to SECTION 9.01);
(v) any amounts required to be deposited by the Primary
Servicer pursuant to SECTION 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in
the Certificate Account;
(vi) any amounts required to be deposited by the Primary
Servicer or the Special Servicer pursuant to SECTION 3.07(B) in
connection with losses resulting from a deductible clause in a
blanket or master single interest policy;
(vii) any amounts required to be transferred from the REO
Account pursuant to SECTION 3.16(C) ; and
(viii) any amounts representing payments made by Mortgagors
that are allocable to cover items in respect of which Servicing
Advances have been made.
The foregoing requirements for deposit in the Certificate Account
shall be exclusive. Without limiting the generality of the foregoing, (A) actual
payments from Mortgagors in the nature of Escrow Payments, amounts that the
Primary Servicer and the Special Servicer are entitled to retain as additional
servicing compensation pursuant to SECTION 3.11(C) and SECTION 3.11(E),
respectively, need not be deposited by the Primary Servicer in the Certificate
Account and (B) with respect to any amount representing a sub-servicing fee that
otherwise would be required to be deposited by the Primary Servicer in the
Certificate Account and that, once so deposited, would have been permitted to be
withdrawn immediately from the Certificate Account pursuant to SECTION 3.05 as
part of the payment of the Primary Servicing Fee, such amount shall be deemed to
have been deposited to and withdrawn from the Certificate Account for such
purpose to the extent that such sum has been retained by the Sub-Servicer
pursuant to the related Sub-Servicing Agreement. If the Primary Servicer shall
deposit in the Certificate Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Certificate Account,
any provision herein to the contrary notwithstanding. The Primary Servicer shall
promptly deliver to the Special Servicer, as additional special servicing
compensation in accordance with SECTION 3.11(E), assumption fees, modification
fees, Net Default Charges, charges for beneficiary statements or demands,
charges for checks returned for insufficient funds and similar fees (excluding
Prepayment Premiums) received by the Primary Servicer with respect to Specially
Serviced Mortgage Loans. The Certificate Account shall be maintained as a
segregated account, separate and apart from trust funds created for mortgage
pass-through certificates of other series serviced and the other accounts of the
Primary Servicer.
Upon receipt of any of the amounts described in CLAUSES (I) through
(IV) above with respect to any Mortgage Loan, the Special Servicer shall
promptly, but in no event later than two Business Days after receipt, remit such
amounts to the Primary Servicer for deposit into the Certificate Account in
accordance with the second preceding paragraph, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement or other
appropriate reason. Any such amounts received by the Special Servicer with
respect to an REO Property shall be deposited by the Special Servicer into the
REO Account and remitted to the Primary Servicer for deposit into the
Certificate Account pursuant to SECTION 3.16(C). With respect to any such
amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Primary Servicer and shall deliver
promptly, but in no event later than two Business Days after receipt, any such
check to the Primary Servicer by overnight courier, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item
cannot be so endorsed and delivered because of a restrictive endorsement or
other appropriate reason.
(b) The Master Servicer shall establish and maintain one or more
accounts or sub-accounts (collectively, the "MASTER CERTIFICATE ACCOUNT") to be
held in trust for the benefit of the Trustee as holder of the Uncertificated
Regular Interests and the Certificateholders. The Master Certificate Account
shall be an Eligible Account. On each Primary Servicer Remittance Date, the
Primary Servicer shall deliver to the Master Servicer, for deposit in the Master
Certificate Account, an aggregate amount of immediately available funds equal to
the Primary Servicer Remittance Amount for such Primary Servicer Remittance
Date. If, at 1:00 p.m., New York City time, on any Primary Servicer Remittance
Date, the Master Servicer has not received the Primary Servicer Remittance
Amount, the Master Servicer shall provide notice to the Primary Servicer in the
same manner as required by SECTION 4.03(A) hereof with respect to P&I Advances.
In addition, the Special Servicer shall, as and when required,
deliver to the Master Servicer for deposit in the Master Certificate Account any
P&I Advances to be made by it in accordance with SECTION 4.03(A), and the
Primary Servicer shall, as and when required hereunder, deliver to the Master
Servicer for deposit in the Master Certificate Account:
(i) any P&I Advances required to be made by the Primary
Servicer in accordance with SECTION 4.03(A); and
(ii) any Liquidation Proceeds paid by the Primary Servicer
or a Majority Certificateholder of the Controlling Class in
connection with the purchase of all of the Mortgage Loans and any
REO Properties pursuant to SECTION 9.01, exclusive of the portion
of such Liquidation Proceeds required to be deposited in the
Certificate Account pursuant to Section 9.01.
The Master Servicer shall, upon receipt, deposit in the Master
Certificate Account any and all amounts received or advanced by the Master
Servicer that are required by the terms of this Agreement to be deposited
therein.
(c) The Trustee shall establish and maintain one or more accounts or
sub-accounts (collectively, the "DISTRIBUTION ACCOUNT") to be held in trust for
the benefit of the Trustee as holder of the Uncertificated Regular Interests and
the Certificateholders. The Distribution Account shall be an Eligible Account.
On each Master Servicer Remittance Date, the Master Servicer shall deliver to
the Trustee, for deposit in the Distribution Account, an aggregate amount of
immediately available funds equal to the Master Servicer Remittance Amount for
such Master Servicer Remittance Date. If, at 10:00 a.m., New York City time, on
any Master Servicer Remittance Date, the Trustee has not received the Master
Servicer Remittance Amount, the Trustee shall provide notice to the Master
Servicer in the same manner as required by SECTION 4.03(A) hereof with respect
to P&I Advances.
In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Trustee for deposit in the Distribution Account:
(i)any P&I Advances required to be made by the Primary Servicer,
the Special Servicer or the Master Servicer in accordance with SECTION
4.03(A); and
(ii) any Liquidation Proceeds paid by the Primary Servicer or a
Majority Certificateholder of the Controlling Class in connection with the
purchase of all of the Mortgage Loans and any REO Properties pursuant to
SECTION 9.01, exclusive of the portion of such Liquidation Proceeds
required to be deposited in the Certificate Account pursuant to Section
9.01.
The Trustee shall, upon receipt, deposit in the Distribution Account
any and all amounts received or advanced by the Trustee that are required by the
terms of this Agreement to be deposited therein.
(d) (i) The Trustee shall establish and maintain the REMIC I
Distribution Account as a sub-account of the Distribution
Account, in the name of the Trustee, in trust for the benefit of
the Trustee as holder of the REMIC I Regular Interests, the REMIC
II Regular Interests, the REMIC III Regular Interests, the REMIC
IV Regular Interests and the Certificateholders. The REMIC I
Distribution Account shall be established and maintained as an
Eligible Account. Deposits to the Distribution Account other then
in respect of Prepayment Premiums) shall be deposited in the
REMIC I Distribution Account.
(ii) The Trustee shall establish and maintain the REMIC II
Distribution Account as a sub-account of the Distribution
Account, in the name of the Trustee, in trust for the benefit of
the Trustee as holder of the REMIC II Regular Interests, the
REMIC III Regular Interests, the REMIC IV Regular Interests and
the Certificateholders. The REMIC II Distribution Account shall
be established and maintained as an Eligible Account. With
respect to each Distribution Date, the Trustee shall withdraw
from the REMIC I Distribution Account and deposit in the REMIC II
Distribution Account on or before such date the amount of the
Available Distribution Amount (including P&I Advances) and
Prepayment Premiums to be distributed in respect of the REMIC I
Regular Interests pursuant to SECTION 4.01(B)(I) and SECTION
4.01(G)(II) hereof on such date.
(iii) The Trustee shall establish and maintain the REMIC III
Distribution Account as a sub-account of the Distribution
Account, in the name of the Trustee, in trust for the benefit of
the Trustee as holder of the REMIC III Regular Interests, the
REMIC IV Regular Interests and the Certificateholders. The REMIC
III Distribution Account shall be established and maintained as
an Eligible Account. With respect to each Distribution Date, the
Trustee shall withdraw from the REMIC II Distribution Account and
deposit in the REMIC III Distribution Account on or before such
date the amount of the Available Distribution Amount (including
P&I Advances) to be distributed in respect of the REMIC II
Regular Interests pursuant to SECTION 4.01(B)(II) and SECTION
4.01(G)(II) hereof on such date.
(iv) The Trustee shall establish and maintain the REMIC IV
Distribution Account as a sub-account of the Distribution
Account, in the name of the Trustee, in trust for the benefit of
the Trustee as holder of the REMIC IV Regular Interests and the
Certificateholders. The REMIC IV Distribution Account shall be
established and maintained as an Eligible Account. With respect
to each Distribution Date, the Trustee shall withdraw from the
REMIC III Distribution Account and deposit in the REMIC IV
Distribution Account on or before such date the amount of the
Available Distribution Amount (including P&I Advances) to be
distributed in respect of the REMIC III Regular Interests
pursuant to SECTION 4.01(B)(III) and SECTION 4.01(G)(II) hereof
on such date
(v) The Trustee shall establish and maintain the Grantor
Trust Distribution Account as a sub-account of the Distribution
Account, in the name of the Trustee, in trust for the benefit of
the Certificateholders. The Grantor Trust Distribution Account
shall be established and maintained as an Eligible Account. With
respect to each Distribution Date, the Trustee shall withdraw
from the REMIC IV Distribution Account and deposit in the Grantor
Trust Distribution Account on or before such date the portion of
the Available Distribution Amount (including P&I Advances) to be
distributed in respect of the REMIC IV Regular Interests pursuant
to SECTION 4.01(B)(IV) and SECTION 4.01(G)(II) hereof on such
date. In addition, the Trustee shall deposit in such account any
Prepayment Premiums received from the Master Servicer.
(e) Funds in the Certificate Account and the Master Certificate
Account may be invested only in Permitted Investments in accordance with the
provisions of SECTION 3.06. The Primary Servicer and the Master Servicer shall
give notice to the other parties hereto of the location of the Certificate
Account and the Master Certificate Account, respectively, as of the Closing Date
and of the new location of the Certificate Account or Master Certificate Account
prior to any change thereof. The Distribution Account (including the REMIC I
Distribution Account, the REMIC II Distribution Account, the REMIC III
Distribution Account, the REMIC IV Distribution Account and the Grantor Trust
Distribution Account) shall be established at the Corporate Trust Office of the
Trustee as of the Closing Date, and the Trustee shall give notice to the other
parties hereto of the new location of the Distribution Account prior to any
change thereof.
SECTION 3.05 Permitted Withdrawals From the Certificate Account
and the Distribution Account.
(a) The Primary Servicer may, from time to time, make withdrawals
from the Certificate Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Master Servicer, for remittance to the
Trustee for deposit in the Distribution Account under the last
paragraph of this SECTION 3.05(A), the Primary Servicer
Remittance Amount for, and, as required by SECTION 4.03(A), P&I
Advances to be made on, each Primary Servicer Remittance Date;
(ii) to reimburse the Fiscal Agent, the Trustee, the Master
Servicer, the Primary Servicer, or the Special Servicer, in that
order of priority, for unreimbursed P&I Advances made thereby in
respect of any Mortgage Loan or REO Loan, the Fiscal Agent's, the
Trustee's, the Master Servicer's, the Primary Servicer's and the
Special Servicer's respective rights to reimbursement pursuant to
this CLAUSE (II) with respect to any P&I Advance being payable
from, and limited to, amounts that represent Late Collections of
interest and principal (net of related Primary or Master
Servicing Fees, Workout Fees and/or Liquidation Fees payable
therefrom) received in respect of the particular Mortgage Loan or
REO Loan as to which such P&I Advance was made;
(iii) to pay to the Primary Servicer earned and unpaid
Primary Servicing Fees in respect of each Mortgage Loan and REO
Loan, the Primary Servicer's right to payment pursuant to this
CLAUSE (III) with respect to any Mortgage Loan or REO Loan being
payable from, and limited to, amounts received on or in respect
of such Mortgage Loan (whether in the form of payments,
Liquidation Proceeds or Insurance Proceeds) or such REO Loan
(whether in the form of REO Revenues, Liquidation Proceeds or
Insurance Proceeds) that are allocable as a recovery of interest
thereon;
(iv) to pay to the Special Servicer, out of general
collections on the Mortgage Loans and any REO Properties, earned
and unpaid Special Servicing Fees in respect of each Specially
Serviced Mortgage Loan and REO Loan;
(v) to pay to the Special Servicer earned and unpaid Workout
Fees and Liquidation Fees to which it is entitled pursuant to,
and from the sources contemplated by, SECTION 3.11(D);
(vi) to reimburse the Fiscal Agent, the Trustee, the Master
Servicer, the Primary Servicer or the Special Servicer, as
applicable, in that order, for any unreimbursed Servicing
Advances made thereby with respect to any Mortgage Loan or REO
Property, the Fiscal Agent's, the Trustee's, the Special
Servicer's, the Primary Servicer's and the Master Servicer's
respective rights to reimbursement pursuant to this CLAUSE (VI)
with respect to any Servicing Advance being payable from, and
limited to, (A) payments made by the related Mortgagor that are
allocable to cover the item in respect of which such Servicing
Advance was made, and (B) Liquidation Proceeds (net of
Liquidation Fees payable therefrom), Insurance Proceeds and, if
applicable, REO Revenues received in respect of the particular
Mortgage Loan or REO Property as to which such Servicing Advance
was made;
(vii) to reimburse the Fiscal Agent, the Trustee, the Master
Servicer, the Primary Servicer or the Special Servicer, as
applicable, in that order, out of general collections on the
Mortgage Loans and any REO Properties, for any unreimbursed
Advances made thereby with respect to any Mortgage Loan, REO Loan
or REO Property that have been determined to be Nonrecoverable
Advances;
(viii) to pay the Fiscal Agent, the Trustee, the Master
Servicer, the Primary Servicer or the Special Servicer, as
applicable, in that order, any Advance Interest due and owing
thereto, the Fiscal Agent's, the Trustee's, the Special
Servicer's, the Primary Servicer's and the Master Servicer's
respective rights to payment pursuant to this CLAUSE (VIII) being
payable from Default Interest collected in respect of the
Mortgage Loan or REO Loan as to which the related Advances were
made; provided that, to the extent a Mortgage Loan becomes a
Specially Serviced Mortgage Loan and the Primary Servicer's
Advances are still outstanding, any Default Interest payable to
the Primary Servicer shall be shared by the Special Servicer and
the Primary Servicer in equal amounts until all Advance Interest
then payable to either the Primary Servicer or Special Servicer
with respect to such Mortgage Loan or REO Loan has been paid;
(ix) at or following such time as the Primary Servicer
reimburses itself, the Master Servicer, the Special Servicer, the
Trustee, or the Fiscal Agent as applicable, for any unreimbursed
Advance pursuant to CLAUSE (II), (VI) or (VII) above or SECTION
3.03, and insofar as payment has not already been made pursuant
to CLAUSE (VIII) above, to pay the Fiscal Agent, the Trustee, the
Master Servicer, the Primary Servicer or the Special Servicer, as
the case may be, and in that order, out of general collections on
the Mortgage Loans and any REO Properties, any related Advance
Interest accrued and payable on such Advance;
(x) to pay the Primary Servicer and the Master Servicer,
respectively, as additional servicing compensation in accordance
with SECTIONS 3.06(B) and 3.11(C), any Net Investment Earnings in
respect of amounts held in the Certificate Account and the Master
Certificate Account, respectively, for any Collection Period;
(xi) to pay the Primary Servicer and Special Servicer, as
additional servicing compensation in accordance with SECTION
3.11(C) AND 3.11(E), (i), Net Default Charges collected in
respect of the Mortgage Loan or REO Loan;
(xii) to reimburse, out of general collections on the
Mortgage Loans and any REO Properties, the Master Servicer, the
Primary Servicer, the Special Servicer, the REMIC Administrator,
the Depositor, or any of their respective directors, members,
managers, officers, employees and agents any amounts reimbursable
to any such Person pursuant to Section 6.03, or to pay directly
to any third party any amount which if paid by any such Person
would be reimbursable thereto pursuant to SECTION 6.03;
(xiii) to pay, out of general collections on the Mortgage
Loans and any REO Properties, for (A) the reasonable costs of the
advice of counsel contemplated by SECTION 3.16(A), (B) the
reasonable costs of the Opinions of Counsel contemplated by
SECTIONS 3.09(B)(II) and 3.16(A), (C) the reasonable costs of
Appraisals obtained pursuant to SECTION 3.11(H) or 4.03(C), (D)
the reasonable costs of obtaining any REO Extension sought by the
Special Servicer as contemplated by SECTION 3.16(A) and (E) the
cost of recording this Agreement in accordance with SECTION
11.02(A) (which cost is at the expense of the Trust);
(xiv) to pay itself, the Master Servicer, the Special
Servicer, the Majority Certificateholder of the Controlling
Class, the Mortgage Loan Seller or any other Person, as the case
may be, with respect to each Mortgage Loan, if any, previously
purchased by such Person pursuant to this Agreement, all amounts
received thereon subsequent to the date of purchase;
(xv) to pay the Trustee or any of its respective directors,
officers, employees and agents, as the case may be, any amounts
payable or reimbursable to any such Person pursuant to SECTION
8.05(B) and Section 8.13;
(xvi) to pay any costs and expenses contemplated in SECTION
3.11(H), the last sentence of SECTION 7.02 and the last sentence
of SECTION 8.08(A);
(xvii) to clear and terminate the Certificate Account at the
termination of this Agreement pursuant to SECTION 9.01.
If amounts on deposit in the Certificate Account at any particular
time (after withdrawing any portion of such amounts deposited in the Certificate
Account in error) are insufficient to satisfy all payments, reimbursements and
remittances to be made therefrom as set forth in CLAUSES (II) through (XVIII)
above, then the corresponding withdrawals from the Certificate Account shall be
made in the following priority and subject to the following rules: (A) if the
payment, reimbursement or remittance is to be made from a specific source of
funds, then such payment, reimbursement or remittance shall be made from that
specific source of funds on a pro rata basis with any and all other payments,
reimbursements and remittances to be made from such specific source of funds;
provided that where, as in CLAUSES (II), (VI), (VII), (VIII) and (IX), an order
of priority is set forth to govern the application of funds withdrawn from the
Certificate Account pursuant to such clauses, payments, reimbursements or
remittances pursuant to any such clause shall be made in such order of priority
to the extent of available funds; and (B) if the payment, reimbursement or
remittance can be made from any funds on deposit in the Certificate Account,
then (following any withdrawals made from the Certificate Account in accordance
with the immediately preceding CLAUSE (A) above) such payment, reimbursement or
remittance shall be made from such general funds remaining on a pro rata basis
with any and all other payments, reimbursements or remittances to be made from
such general funds; provided that where, as in CLAUSES (II), (VI), (VII), (VIII)
and (IX), an order of priority is set forth to govern the application of funds
withdrawn from the Certificate Account pursuant to such clauses, payments,
reimbursements or remittances pursuant to any such clause shall be made in such
order of priority to the extent of available funds.
The Primary Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis, in connection with any withdrawal from the
Certificate Account pursuant to clauses (ii) through (xvii) above.
The Primary Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer) from the Certificate
Account amounts permitted to be paid to it (or to such third party contractors)
therefrom promptly upon receipt of a certificate of a Servicing Officer of the
Special Servicer describing the item and amount to which the Special Servicer
(or such third party contractors) is entitled. The Primary Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Property, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account.
On the Special Servicer Remittance Date, the Special Servicer shall
remit any Special Servicer Remittance Amount for such Special Servicer
Remittance Date to the Primary Servicer, net of any unpaid Special Servicing
Fee, for deposit in the Certificate Account. On the Primary Servicer Remittance
Date, the Primary Servicer shall remit to the Master Servicer the Primary
Servicer Remittance Amount for, and, as required by SECTION 4.03(A), P&I
Advances by the Primary Servicer to be made on, such Primary Servicer Remittance
Date, and the Special Servicer shall remit to the Master Servicer as required by
SECTION 4.03(a) P&I Advances by the Special Servicer to be made on such Primary
Servicer Remittance Date, in each case, for deposit in the Master Certificate
Account. The Master Servicer shall be entitled to withdraw any earned and unpaid
Master Servicing Fee in respect of each Mortgage Loan or REO Loan from the
Master Certificate Account; the Master Servicer's right to payment pursuant to
this sentence with respect to any Mortgage Loan or REO Loan being payable from,
and limited to, amounts received on or in respect of such Mortgage Loan (whether
in the form of payments, Liquidation Proceeds or Insurance Proceeds) or such REO
Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
Proceeds) that are allocable as a recovery of interest thereon. On each Master
Servicer Remittance Date, the Master Servicer shall remit the Primary Servicer
Remittance Amount for the related each Primary Servicer Remittance Date, net of
the applicable Master Servicing Fee, as the Master Servicer Remittance Amount
for, such Master Servicer Remittance Date, and shall remit P&I Advances by the
Primary Servicer and Special Servicer made on such Primary Servicer Remittance
Date, together with any P&I Advances to be made by the Master Servicer on such
Master Servicer Remittance date pursuant to SECTION 4.03(A) to the Trustee for
deposit in the Distribution Account.
(b) The Trustee may, from time to time, make withdrawals from the
REMIC I Distribution Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):
(i) as contemplated by SECTION 3.04(C), to deposit into the
REMIC II Distribution Account on or before the related
Distribution Date the Available Distribution Amount and
Prepayment Premiums to be distributed in respect of the REMIC I
Regular Interests and to the Class R Certificates in respect of
the Class R-I Interest pursuant to Section 4.01(b) or Section
9.01, as applicable;
(ii) to pay the Trustee accrued and unpaid Trustee Fees
pursuant to SECTION 8.05(A), and to reimburse the Trustee for any
other amounts to which it is entitled to be reimbursed from the
Distribution Account pursuant to this Agreement;
(iii) to pay the Trustee or any of its respective directors,
officers, employees and agents, as the case may be, any amounts
payable or reimbursable to any such Person pursuant to SECTION
8.05(B);
(iv) as contemplated by SECTION 11.01(H), to pay for the
reasonable costs of the Opinions of Counsel sought by the Trustee
as contemplated by SECTION 11.01(D) or 11.01(C) in connection
with any amendment to this Agreement requested by the Trustee
which amendment is in furtherance of the rights and interests of
Certificateholders;
(v) to pay for the reasonable costs of the Opinions of
Counsel sought by the Trustee as contemplated by SECTION
11.02(A);
(vi) to (A) pay any and all federal, state and local taxes
imposed on any of the Trust REMICs or on the assets or
transactions of any such REMIC, together with all incidental
costs and expenses, and any and all reasonable expenses relating
to tax audits, if and to the extent that either (1) none of the
Trustee, the Master Servicer, the Special Servicer or the REMIC
Administrator is liable therefor pursuant to SECTION 10.01(D)
and/or SECTION 10.01(H) or (2) any such Person that may be so
liable has failed to timely make the required payment, and (B)
reimburse the REMIC Administrator for reasonable expenses
incurred by and reimbursable to it by the Trust pursuant to
SECTION 10.01(D) and/or SECTION 10.01(G);
(vii) to make payment to the Fiscal Agent, the Trustee, the
Master Servicer, the Primary Servicer and the Special Servicer of
excess amounts in respect of P&I Advances made by them and to be
returned to them pursuant to Section 4.03(b).
(viii) to clear and terminate the Distribution Account at
the termination of this Agreement pursuant to SECTION 9.01.
(c) The Trustee may make withdrawals from the REMIC II Distribution
Account for any of the following purposes: (i) to make distributions to REMIC
III on the REMIC II Regular Interests and to the Class R Certificates in respect
of the Class R-II Residual Interest on each Distribution Date pursuant to
SECTION 4.01(B) or SECTION 9.01, as applicable; and (ii) to clear and terminate
the REMIC II Distribution Account at the termination of this Agreement pursuant
to SECTION 9.01.
(d) The Trustee may make withdrawals from the REMIC III Distribution
Account for any of the following purposes: (i) to make distributions to REMIC IV
on the REMIC III Regular Interests and to the Class R Certificates in respect of
the Class R-III Residual Interest on each Distribution Date pursuant to SECTION
4.01(B) or SECTION 9.01, as applicable; and (ii) to clear and terminate the
REMIC III Distribution Account at the termination of this Agreement pursuant to
SECTION 9.01.
(e) The Trustee may make withdrawals from the REMIC IV Distribution
Account for any of the following purposes: (i) to make distributions to the
Grantor Trust Distribution Account on the REMIC IV Regular Interests and to the
Class R Certificates in respect of the Class R-IV Residual Interest on each
Distribution Date pursuant to SECTION 4.01(B) or SECTION 9.01, as applicable;
and (ii) to clear and terminate the REMIC IV Distribution Account at the
termination of this Agreement pursuant to SECTION 9.01.
(f) The Trustee may make withdrawals from the Grantor Trust
Distribution Account for any of the following purposes: (i) to make
distributions to Certificateholders (other than the Class R Certificateholders)
on each Distribution Date pursuant to SECTION 4.01(A) or SECTION 9.01, as
applicable; and (ii) to clear and terminate the Grantor Trust Distribution
Account at the termination of this Agreement pursuant to SECTION 9.01.
SECTION 3.06 Investment of Funds in the Certificate
Account, the Master Certificate Account and the
REO Account.
(a) The Primary Servicer may direct any depository institution
maintaining the Certificate Account, and the Special Servicer may direct any
depository institution maintaining the REO Account, and the Master Servicer may
direct any depository institution maintaining the Master Certificate Account to
invest, or if it is such depository institution, may itself invest, the funds
held therein (each such account, for purposes of this SECTION 3.06, an
"INVESTMENT ACCOUNT") only in one or more Permitted Investments bearing interest
or sold at a discount, and maturing, unless payable on demand, no later than the
Business Day immediately preceding the next succeeding date on which such funds
are required to be withdrawn from such account pursuant to this Agreement. All
such Permitted Investments shall be held to maturity, unless payable on demand,
in which case such investments may be sold at any time. Any investment of funds
in an Investment Account shall be made on behalf of the Trustee for the benefit
of the Certificateholders (in its capacity as such). The Primary Servicer (with
respect to Permitted Investments of amounts in the Certificate Account) the
Master Servicer (with respect to Permitted Investments of amounts in the Master
Certificate Account) and the Special Servicer (with respect to Permitted
Investments of amounts in the REO Account), on behalf of the Trustee for the
benefit of the Certificateholders, on behalf of the Certificateholders, shall
(and the Trustee hereby designates the Primary Servicer, the Master Servicer,
the Special Servicer or itself, as applicable, as the Person that shall) (i) be
the "entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is
either a "certificated security" or an "uncertificated security". For purposes
of this SECTION 3.06(A), the terms "entitlement holder", "security entitlement",
"control", "certificated security" and "uncertificated security" shall have the
meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and
"control" of any Permitted Investment by the Primary Servicer, the Master
Servicer or the Special Servicer shall constitute "control" by a Person
designated by, and acting on behalf of, the Trustee for purposes of Revised
Article 8 (1994 Revision) of the UCC. If amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand,
the Primary Servicer (in the case of the Certificate Account) or the Special
Servicer (in the case of the REO Account) or the Master Servicer (in the case of
the Master Certificate account) shall:
(i) consistent with any notice required to be given
thereunder, demand that payment thereon be made on the last day
such Permitted Investment may otherwise mature hereunder in an
amount equal to the lesser of (1) all amounts then payable
thereunder and (2) the amount required to be withdrawn on such
date; and
(ii) demand payment of all amounts due thereunder promptly
upon determination by the Primary Servicer, the Master Servicer,
the Special Servicer or the Trustee, as the case may be, that
such Permitted Investment would not constitute a Permitted
Investment in respect of funds thereafter on deposit in the
Investment Account.
(b) Whether or not the Primary Servicer directs the investment of
funds in the Certificate Account, or the Master Servicer directs the investment
of funds in the Master Certificate Account, interest and investment income
realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for such Investment Account for each Collection Period, shall
be for the sole and exclusive benefit of the Primary Servicer or the Master
Servicer, as applicable, and shall be subject to its withdrawal in accordance
with SECTION 3.05(A). Whether or not the Special Servicer directs the investment
of funds in the REO Account, interest and investment income realized on funds
deposited therein, to the extent of the Net Investment Earnings, if any, for
such Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with SECTION 3.16(B). If any loss shall be incurred in respect of
any Permitted Investment on deposit in any Investment Account, the Primary
Servicer (in the case of the Certificate Account), the Special Servicer (in the
case of the REO Account), and the Master Servicer (in the case of the Master
Certificate Account), shall promptly deposit therein from its own funds, without
right of reimbursement, no later than the end of the Collection Period during
which such loss was incurred, the amount of the Net Investment Loss, if any, for
such Collection Period. The Trustee shall have no liability whatsoever with
respect to any such losses, except in respect to losses incurred in respect of
any Permitted Investment and to the extent that it is the obligor on any such
Permitted Investment.
(c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment and the Primary Servicer, the Master Servicer, or the Special
Servicer, as applicable, has not taken such action, the Trustee may and, subject
to SECTION 8.02, upon the request of Holders of Certificates entitled to not
less than 25% of the Voting Rights allocated to any Class, shall take such
action as may be appropriate to enforce such payment or performance, including,
without limitation, the institution and prosecution of appropriate proceedings.
(d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including, without
limitation, the calculation of the Available Distribution Amount and the Primary
Servicer Remittance Amount, the amounts so invested (but not any interest earned
thereon) shall be deemed to remain on deposit in such Investment Account.
SECTION 3.07 Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage.
(a) The Primary Servicer shall maintain a blanket policy insuring
against hazard losses on any or all of the Mortgaged Properties from a Qualified
Insurer that possesses the Required Claims-Paying Ratings and both the policy
and the Qualified Insurer shall be approved by the Master Servicer initially and
on an ongoing basis. Although the Primary Servicer shall not assign the blanket
policy to the Trustee, it shall provide the Trustee with thirty (30) days'
advance written notice of any cancellation of such blanket policy and shall add
the Trustee as a loss payee with respect to Mortgaged Property losses, as its
interest may appear, in an amount equal to $100,000,000.00.
So long as the Primary Servicer maintains the policy described in
the foregoing paragraph, the Special Servicer (as to Specially-Serviced Mortgage
Loans and REO Loans) shall not be required to maintain a blanket policy or a
master single interest policy insuring against hazard losses on any or all of
the Mortgaged Properties or REO Properties, but, with respect to Specially
Serviced Mortgage Loans, the Special Servicer must maintain a blanket policy
under the same conditions, or must maintain a master single interest policy.
In the event that the Master Servicer is designated as the
replacement Primary Servicer, then it shall, as to those Mortgage Loans it is
obligated to service hereunder, use its best efforts in accordance with the
Servicing Standard to cause the related Mortgagor to maintain (and, if the
related Mortgagor is required by the terms of the related Mortgage Loan and does
not so maintain, the Primary Servicer (even in the case of Specially Serviced
Mortgage Loans) shall itself maintain (subject to the provisions of this
Agreement regarding Nonrecoverable Advances, and further subject to SECTION
3.11(H) hereof)), to the extent the Trustee, as mortgagee on behalf of the
Certificateholders, has an insurable interest and to the extent available at
commercially reasonable rates) all insurance coverage as is required under the
related Mortgage (subject to applicable law); provided that if any Mortgage
permits the holder thereof to dictate to the Mortgagor the insurance coverage to
be maintained on such Mortgaged Property, the Primary Servicer or the Special
Servicer, as appropriate, shall impose such insurance requirements as are
consistent with the Servicing Standard, and further provided that hazard
insurance may be maintained by either a blanket insurance policy as referenced
above or by a master single interest policy from a Qualified Insurer that
possesses the Required Claims Paying Rating. The Special Servicer shall cause to
be maintained for each REO Property, in each case with an insurer that possesses
the Required Claims-Paying Ratings at the time such policy is purchased, no less
insurance coverage than was previously required of the related Mortgagor under
the related Mortgage and, if the related Mortgage did not so require, hazard
insurance, public liability insurance and business interruption or rent loss
insurance in such amounts as are consistent with the Servicing Standard, and the
Special Servicer shall be reimbursed for the premium costs thereof as a
Servicing Advance pursuant to and to the extent permitted under SECTION 3.05(A).
All such insurance policies shall contain a "standard" mortgagee clause, with
loss payable to the Primary Servicer (in the case of insurance maintained in
respect of the Mortgaged Properties) or the Special Servicer (in the case of
insurance maintained in respect of REO Properties) on behalf of the Trustee,
shall be issued by an insurer authorized under applicable law to issue such
insurance, and, unless prohibited by the related Mortgage, may contain a
deductible clause (not in excess of a customary amount). Any amounts collected
by the Primary Servicer or Special Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or REO Property or amounts to be released to the related Mortgagor, in
each case in accordance with the Servicing Standard) shall be deposited in the
Certificate Account, subject to withdrawal pursuant to SECTION 3.05(A), in the
case of amounts received in respect of a Mortgage Loan, or in the REO Account,
subject to withdrawal pursuant to SECTION 3.16(C), in the case of amounts
received in respect of an REO Property. Any cost incurred by the Primary
Servicer or the Special Servicer, as applicable, in maintaining any such
insurance shall not, for purposes hereof, including, without limitation,
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance or Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.
(b) The premium costs of policies referenced in SECTION 3.07(A)
shall be, if and to the extent they are specifically attributable either to a
specific Mortgaged Property during any period that the related Mortgagor has
failed to maintain the hazard insurance required under the related Mortgage Loan
in respect of such Mortgaged Property or to a specific REO Property, a Servicing
Advance reimbursable pursuant to and to the extent permitted under Section
3.05(a); provided that, to the extent that such premium costs are attributable
to properties other than Mortgaged Properties and/or REO Properties or are
attributable to Mortgaged Properties as to which the hazard insurance required
under the related Mortgage Loan is being maintained, they shall be borne by the
Primary Servicer or Special Servicer, as the case may be, without right of
reimbursement. Such a blanket policy may contain a deductible clause (not in
excess of a customary amount), in which case the Primary Servicer or the Special
Servicer, as appropriate, shall, if there shall not have been maintained on the
related Mortgaged Property or REO Property, as applicable, a hazard insurance
policy complying with the requirements of Section 3.07(a), and there shall have
been one or more losses which would have been covered by such property specific
policy (taking into account any deductible clause that would have been permitted
therein), promptly deposit into the Certificate Account from its own funds
(without right of reimbursement) the amount of such losses up to the difference
between the amount of the deductible clause in such blanket policy and the
amount of any deductible clause that would have been permitted under such
property specific policy. The Primary Servicer and the Special Servicer each
agree to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims under any such blanket policy maintained by it in a
timely fashion in accordance with the terms of such policy.
(c) Each of the Primary Servicer and the Special Servicer shall at
all times during the term of this Agreement keep in force with recognized
insurers that possess the Required Claims-Paying Ratings a fidelity bond in such
form and amount as would permit it to be a qualified Fannie Mae or Freddie Mac
seller-servicer of multifamily mortgage loans. Each of the Primary Servicer and
the Special Servicer shall be deemed to have complied with the foregoing
provision if an Affiliate thereof has such fidelity bond coverage and, by the
terms of such fidelity bond, the coverage afforded thereunder extends to the
Primary Servicer or the Special Servicer, as the case may be. Such fidelity bond
shall provide that it may not be canceled without 30 days' prior written notice
to the Trustee.
In addition, each of the Primary Servicer and the Special Servicer
shall at all times during the term of this Agreement keep in force with
recognized insurers that possess the Required Claims-Paying Ratings a policy or
policies of insurance covering loss occasioned by the errors and omissions of
its officers and employees in connection with its obligation to service the
Mortgage Loans for which it is responsible hereunder, which policy or policies
shall be in such form and amount as would permit it to be a qualified Fannie Mae
or Freddie Mac seller-servicer of multifamily mortgage loans. Any such errors
and omissions policy, if required, shall provide that it may not be canceled
without 30 days' prior written notice to the Trustee.
(d) All insurance coverage required to be maintained under this
SECTION 3.07 shall be obtained from Qualified Insurers.
SECTION 3.08 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Subordinate Financing.
(a) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-sale" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the sale or other
transfer of an interest in the related Mortgaged Property or of a
controlling interest in the related Mortgagor; or
(ii) provides that such Mortgage Loan may not be assumed
without the consent of the mortgagee in connection with any such
sale or other transfer,
then, for so long as such Mortgage Loan is included in the Trust Fund, each of
the Primary Servicer (so long as the Primary Servicer is Bank of America; if
Bank of America resigns or is terminated as Primary Servicer, the following
powers shall revert to the Master Servicer, unless the Rating Agencies affirm
that the designation of the replacement Primary Servicer will not result in a
downgrade, qualification or withdrawal of the rating of the Certificates) and
the Special Servicer shall, on behalf of the Trustee as the mortgagee of record,
as to those Mortgage Loans it is obligated to service hereunder, exercise (or
waive its right to exercise) any right it may have with respect to such Mortgage
Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to
any such sale or other transfer, in a manner consistent with the Servicing
Standard, but subject to SECTION 3.20(A)(III), with respect to transfers,
assumptions, and changes in guarantors under Mortgage Loans in which the
obligations of the original recourse party (including the guarantor) of the
Mortgage Loan are not changed, including transfers to inter vivos trusts for tax
or estate planning purposes, provided that, notwithstanding anything to the
contrary contained herein, the Primary Servicer (as to non-Specially Serviced
Mortgage Loans) shall not waive any right it has, or grant any consent it is
otherwise entitled to withhold, under any related "due-on-sale" clause unless it
first (1) shall have provided, at least five Business Days prior to the granting
of such waiver or consent, to the Special Servicer written notice of the matter
and a written explanation of the surrounding circumstances, (2) with respect to
transfers, assumptions, and changes in guarantors under Mortgage Loans other
than those described above, upon request made within such five Business
Day-period, subject to SECTION 3.11(E)(III), the Special Servicer shall have
approved (on a form approved by the Special Servicer) the Primary Servicer's
exercise of such consent of waiver, and (3) if the then-outstanding principal
balance of the subject Mortgage Loan, together with the then-outstanding
aggregate principal balance of all other Mortgage Loans as to which such waiver
or consent has been exercised, equals 10% or more of the then current principal
balance of the Mortgage Pool, shall have obtained written confirmation from each
Rating Agency that such action shall not result in a qualification (if
applicable), downgrade or withdrawal of the rating then assigned by such Rating
Agency to any Class of Certificates; and provided, further, that,
notwithstanding anything to the contrary contained herein, the Primary Servicer
nor the Special Servicer shall waive any right it has, or grant any consent it
is otherwise entitled to withhold, under any related "due-on-sale" clause
governing the transfer of any Mortgaged Property which secures, or controlling
interests in any Mortgagor under, a Group of Cross-Collateralized Mortgage Loans
unless all of the Mortgaged Properties securing, or a controlling interest in
all the Mortgagors (if more than one) under, such Group of Cross-Collateralized
Mortgage Loans are transferred simultaneously to the same transferee. In the
event that the Primary Servicer or Special Servicer intends or is required, in
accordance with the preceding sentence, the Mortgage Loan documents or
applicable law, to permit the transfer of any Mortgaged Property, the Primary
Servicer or the Special Servicer, as the case may be, may, if consistent with
the Servicing Standard, enter into a substitution of liability agreement,
pursuant to which the original Mortgagor and any original guarantors are
released from liability, and the transferee and any new guarantors are
substituted therefor and become liable under the Mortgage Note and any related
guaranties and, in connection therewith, may require from the related Mortgagor
a reasonable and customary fee for the additional services performed by it,
together with reimbursement for any related costs and expenses incurred by it.
The Primary Servicer or the Special Servicer, as the case may be, shall promptly
notify the Trustee in writing of any such agreement and forward the original
thereof to the Trustee for inclusion in the related Mortgage File, if a
Recordation Event has occurred.
(b) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-encumbrance" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the creation of
any additional lien or other encumbrance on the related Mortgaged
Property; or
(ii) requires the consent of the mortgagee to the creation
of any such additional lien or other encumbrance on the related
Mortgaged Property;
then, for so long as such Mortgage Loan is included in the Trust Fund, based
upon notice of the proposed or actual encumbrance and a recommendation from the
Primary Servicer, the Special Servicer shall on behalf of the Trustee as the
mortgagee of record, as to those Mortgage Loans it is obligated to service
hereunder, exercise (or waive its right to exercise) any right it may have with
respect to such Mortgage Loan (x) to accelerate the payments thereon, or (y) to
withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard, but subject to
SECTION 3.20(A)(III); provided that, notwithstanding anything to the contrary
contained herein, the Special Servicer shall not waive any right it has, or
grant any consent it is otherwise entitled to withhold, under any related
"due-on-encumbrance" clause unless it first (1) shall have provided, at least
five Business Days prior to the Master Servicer written notice of the matter and
a written explanation of the surrounding circumstances, and (2) upon request
made within such five Business Day-period, the Master Servicer shall have
approved (on a form approved by the Master Servicer) the Special Servicer's
exercise of such consent or waiver; and provided, further, that, notwithstanding
anything to the contrary contained herein, the Special Servicer shall not waive
any right it has, or grant any consent it is otherwise entitled to withhold,
under any related "due-on-encumbrance" clause with respect to Mortgage Loans, in
the aggregate, representing 10% or more of the then current principal balance of
the Mortgage Pool, until it has received written confirmation from each Rating
Agency that such action would not result in the downgrade, qualification (if
applicable) or withdrawal of the rating then assigned by such Rating Agency to
any Class of Certificates.
(c) Nothing in this SECTION 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.
(d) With respect to a request to the Special Servicer from the
Primary Servicer for approval for the assumption of a Mortgage Loan that would
not require Rating Agency review, the Special Servicer shall notify the Primary
Servicer of its decision within five Business Days of receiving notice (and all
supporting documentation reasonably required by the Special Servicer for its
analysis) from the Primary Servicer of the Primary Servicer's decision to
approve the assumption.
SECTION 3.09 Realization Upon Defaulted Mortgage Loans.
(a) The Special Servicer shall, subject to SUBSECTIONS (B) through
(D) of this SECTION 3.09, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments, and
which are not released from the Trust Fund pursuant to any other provision
hereof, if the Special Servicer determines, consistent with the Servicing
Standard, that such action would be in the best economic interest of the Trust.
The Special Servicer shall advance, as contemplated by SECTION 3.19(C), all
costs and expenses to be incurred on behalf of the Trust in any such
proceedings, subject to the Special Servicer being entitled to reimbursement for
any such advance as a Servicing Advance as provided in SECTION 3.05(A), and
further subject to the Special Servicer's being entitled to pay out of the
related Liquidation Proceeds any Liquidation Expenses incurred in respect of any
Mortgage Loan, which Liquidation Expenses were outstanding at the time such
proceeds are received. In connection with the foregoing, in the event of a
default under any Mortgage Loan or Group of Cross-Collateralized Mortgage Loans
that are secured by real properties located in multiple states, and such states
include the State of California or another state with a statute, rule or
regulation comparable to the State of California's "one action" rule, then the
Special Servicer shall consult with Independent counsel regarding the order and
manner in which the Special Servicer should foreclose upon or comparably proceed
against such properties (the cost of such consultation to be advanced by the
Special Servicer as a Servicing Advance, as contemplated by SECTION 3.19(D),
subject to the Special Servicer being entitled to reimbursement therefor as a
Servicing Advance as provided in SECTION 3.05(A)). When applicable state law
permits the Special Servicer to select between judicial and non-judicial
foreclosure in respect of any Mortgaged Property, the Special Servicer shall
make such selection in a manner consistent with the Servicing Standard. Nothing
contained in this SECTION 3.09 shall be construed so as to require the Special
Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property at
a foreclosure sale or similar proceeding that is in excess of the fair market
value of such property, as determined by the Special Servicer in its reasonable
and good faith judgment taking into account the factors described in SECTION
3.18(E) and the results of any Appraisal obtained pursuant to the following
sentence or otherwise, all such offers to be made in a manner consistent with
the Servicing Standard. If and when the Special Servicer deems it necessary and
prudent for purposes of establishing the fair market value of any Mortgaged
Property securing a defaulted Mortgage Loan, whether for purposes of making an
offer at foreclosure or otherwise, the Special Servicer is authorized to have an
Appraisal completed with respect to such property (the cost of which Appraisal
shall be advanced by the Special Servicer as a Servicing Advance, subject to its
being entitled to reimbursement therefor as a Servicing Advance as provided in
SECTION 3.05(A).
(b) The Special Servicer shall not acquire any personal property
pursuant to this SECTION 3.09 (with the exception of cash or cash equivalents
pledged as collateral for a Mortgage Loan) unless either:
(i) such personal property is incident to real property
(within the meaning of Section 856(e)(1) of the Code) so acquired
by the Special Servicer; or
(ii) the Special Servicer shall have obtained an Opinion of
Counsel (the reasonable cost of which may be withdrawn from the
Certificate Account pursuant to SECTION 3.05(A)) to the effect
that the holding of such personal property by the Trust will not
cause any of the Trust REMICs to fail to qualify as a REMIC at
any time that any Certificate is outstanding or, subject to
SECTION 3.17, cause the imposition of a tax on the Trust under
the REMIC Provisions.
(c) Notwithstanding the foregoing provisions of this SECTION 3.09,
the Special Servicer shall not, on behalf of the Trustee, initiate foreclosure
proceedings, obtain title to a Mortgaged Property in lieu of foreclosure or
otherwise, have a receiver of rents appointed with respect to any Mortgaged
Property, or take any other action with respect to any Mortgaged Property, if,
as a result of any such action, the Trustee, on behalf of the
Certificateholders, would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law, unless
(as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously determined in accordance with the
Servicing Standard, based on a Phase I Environmental Assessment (and any
additional environmental testing that the Special Servicer deems necessary and
prudent) of such Mortgaged Property performed by an Independent Person who
regularly conducts Phase I Environmental Assessments and such additional
environmental testing, that:
(i) the Mortgaged Property is in compliance with applicable
environmental laws and regulations or, if not, that taking such
actions as are necessary to bring the Mortgaged Property in
compliance therewith and proceeding against the Mortgaged
Property is reasonably likely to produce a greater recovery to
Certificateholders on a present value basis (the relevant
discounting of anticipated collections that will be distributable
to Certificateholders to be performed at the related Net Mortgage
Rate taking into consideration any associated liabilities, than
not taking such actions and not proceeding against such Mortgaged
Property; and
(ii) there are no circumstances or conditions present at the
Mortgaged Property relating to the use, management or disposal of
Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any
applicable environmental laws and/or regulations or, if such
circumstances or conditions are present for which any such action
could be required, that taking such actions with respect to such
Mortgaged Property and proceeding against the Mortgaged Property
is reasonably likely to produce a greater recovery to
Certificateholders on a present value basis (the relevant
discounting of anticipated collections that will be distributable
to Certificateholders to be performed at the related Net Mortgage
Rate) taking into consideration any associated liabilities, than
not taking such actions and not proceeding against such Mortgaged
Property.
Notwithstanding the first paragraph of this SECTION 3.09(C), if
applicable law would effectively preclude the timely appointment of a receiver,
and the Special Servicer has reasonable grounds to believe the Borrower is
denying access to, or dissipating Net Operating Income from, the Mortgaged
Property, then the Special Servicer may have a receiver of rents appointed or
commence foreclosure proceedings in order to achieve appointment of a receiver
in an ancillary proceeding.
The cost of such Phase I Environmental Assessment and any such
additional environmental testing, as well as the cost of any remedial,
corrective or other further action contemplated by CLAUSE (I) and/or CLAUSE (II)
of the preceding paragraph, shall be advanced by the Special Servicer in
accordance with the Servicing Standard; provided, however, that the Special
Servicer shall not be obligated in connection therewith to advance any funds
which, if so advanced, would constitute a Nonrecoverable Servicing Advance.
Amounts so advanced shall be subject to reimbursement as Servicing Advances in
accordance with SECTION 3.05(A).
(d) If the environmental testing contemplated by SECTION 3.09(C)
above establishes that either of the conditions set forth in CLAUSES (I) and
(II) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a defaulted Mortgage Loan, the Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property, but including the sale of the
affected Mortgage Loan) and, at such time as it deems appropriate, may, on
behalf of the Trustee, release all or a portion of such Mortgaged Property from
the lien of the related Mortgage; provided that prior to the release of all or a
portion of the related Mortgaged Property from the lien of the related Mortgage,
(i) the Special Servicer shall have notified the Trustee in writing of its
intention to so release all or a portion of such Mortgaged Property, (ii) the
Trustee shall have notified the Certificateholders in writing of the Special
Servicer's intention to so release all or a portion of such Mortgaged Property
and (iii) the Holders of Certificates entitled to a majority of the Voting
Rights shall not have objected to such release within 30 days of the Trustee's
distributing such notice.
(e) The Special Servicer shall provide written reports to the
Trustee, the Primary Servicer (and, if applicable, the Master Servicer) and the
Rating Agencies monthly regarding any actions taken by the Special Servicer with
respect to any Mortgaged Property securing a defaulted Mortgage Loan as to which
the environmental testing contemplated in SUBSECTION (C) above has revealed that
either of the conditions set forth in CLAUSES (I) and (II) of the first sentence
thereof has not been satisfied or that any remedial, corrective or other further
action contemplated by either such clause is required, in each case until the
earliest to occur of (i) satisfaction of both such conditions and completion of
all such remedial, corrective or other further action, (ii) repurchase of the
related Mortgage Loan by the Mortgage Loan Seller and (iii) release of the lien
of the related Mortgage on such Mortgaged Property. The Trustee shall forward
copies of all such reports to the Certificateholders upon written request
promptly following its receipt thereof. In addition, the Primary Servicer will
deliver or cause to be delivered to any of the Class F, Class G and Class X
Certificateholders that shall request a copy of any such written reports and any
Phase I Environmental Assessments within 15 days after receipt of such written
reports and Phase I Environmental Assessments from the Special Servicer.
(f) The Primary Servicer, with the assistance of the Special
Servicer, shall file the information returns with respect to the receipt of any
mortgage interest received in a trade or business. The Special Servicer, with
the assistance of the Primary Servicer, shall file the reports of foreclosures
and abandonments and reports relating to any cancellation of indebtedness income
with respect to any Mortgaged Property required by Sections 6050H, 6050J and
6050P of the Code and deliver to the Trustee an Officer's Certificate stating
that such reports have been filed. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
(g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Mortgage Loan permit such an action.
The Special Servicer shall advance the costs incurred in any such deficiency
action, subject to its being entitled to reimbursement therefor as a Servicing
Advance as provided in SECTION 3.05(A).
(h) The Special Servicer shall maintain accurate records, certified
by a Servicing Officer, of each Final Recovery Determination in respect of any
Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Primary Servicer, the Master Servicer and the Rating Agencies no
later than the tenth Business Day following such Final Recovery Determination.
SECTION 3.10 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Primary Servicer or Special Servicer of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Primary Servicer
or Special Servicer, as the case may be, shall immediately notify the Trustee
and request delivery of the related Mortgage File by delivering thereto a
Request for Release in the form of EXHIBIT D attached hereto signed by a
Servicing Officer of the Primary Servicer or Special Servicer, as applicable.
Any such Request for Release shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to SECTION 3.04(A)
have been or will be so deposited. Upon receipt of such notice and request
conforming in all material respects to the provisions hereof, the Trustee shall
promptly release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer or Special Servicer, as applicable. The
Primary Servicer (and not the Trustee) shall prepare any related instrument of
satisfaction or deed of reconveyance. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to
the Certificate Account.
(b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan, the Primary Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof), then, upon
request of the Primary Servicer or the Special Servicer and receipt therefrom of
a Request for Release in the form of EXHIBIT D attached hereto signed by a
Servicing Officer thereof, the Trustee shall release, or cause any related
Custodian to release, such Mortgage File (or portion thereof) to the Primary
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File (or portion thereof) to the Trustee or the related Custodian, or
the delivery to the Trustee of a certificate of a Servicing Officer of the
Special Servicer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation which are
required to be deposited into the Certificate Account pursuant to SECTION
3.04(A) have been or will be so deposited, or that such Mortgage Loan has become
an REO Property, the Request for Release shall be released by the Trustee to the
Primary Servicer or the Special Servicer, as applicable.
(c) The Trustee, if requested, shall promptly execute and deliver to
the Special Servicer any court pleadings, requests for trustee's sale or other
documents furnished by the Special Servicer and certified by it as being
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity or for any other purpose necessary or
advisable in the reasonable, good faith judgment of the Special Servicer;
provided, however, that the Special Servicer shall be responsible for the
preparation of all such documents and pleadings; and when submitted to the
Trustee for signature, such documents or pleadings shall be accompanied by a
certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee's sale.
SECTION 3.11 Servicing Compensation; Interest on Servicing
Advances; Payment of Certain Expenses; Obligations
of the Master Servicer and the Trustee Regarding
Back-up Servicing Advances.
(a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (including, without limitation, each Specially Serviced
Mortgage Loan) and REO Loan. As to each such Mortgage Loan and REO Loan, the
Master Servicing Fee shall accrue at the applicable Master Servicing Fee Rate on
the Stated Principal Balance as of the Due Date in the immediately preceding
Collection Period and for the same number of days respecting which any related
interest payment due on such Mortgage Loan or deemed to be due on such REO Loan
is computed under the terms of the related Mortgage Note (as such terms may be
changed or modified at any time following the Closing Date) and applicable law.
The Master Servicing Fee with respect to any Mortgage Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs in respect thereof. Earned but
unpaid Master Servicing Fees, unless advanced, shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each Mortgage Loan and REO
Revenues allocable as interest on each REO Loan. The Master Servicer shall be
entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan
or REO Loan out of Insurance Proceeds or Liquidation Proceeds, to the extent
permitted by SECTION 3.05(A). The right to receive the Master Servicing Fee may
not be transferred in whole or in part except in connection with the transfer of
all of the Master Servicer's responsibilities and obligations under this
Agreement or except as provided in SECTION 3.22(D).
In the event of the appointment of a successor Master Servicer, the
Trustee shall attempt to appoint a successor (which may be the Trustee) which,
subject to the Trustee's satisfaction as to quality of servicing and the best
interests of Certificateholders and the requirements of ARTICLE VII of this
Agreement, will perform the services of the Master Servicer for payment of an
amount (the "SUCCESSOR MASTER SERVICER RETAINED FEE") less than the full Master
Servicing Fee expressed as a fixed number of basis points if the successor
Master Servicer shall have so agreed to perform such services for less than the
full Master Servicing Fee, then the excess of the Master Servicing Fee (which
would otherwise be payable) over the Successor Servicer Retained Fee on each
Distribution Date (any such excess, the "EXCESS PORTION") will be paid to the
Trustee, at such time and to the extent the Master Servicer is entitled to
receive payment of the Master Servicing Fees under this Agreement,
notwithstanding any termination of Banc One under this Agreement, for the
benefit of the Certificateholders.
The Master Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities
hereunder if and to the extent such expenses are not payable directly out of the
Certificate Account, the Master Certificate Account, the Servicing Account, or
the REO Account, as applicable and the Master Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement. The only
expenses payable out of the Certificate Account are Non-Recoverable Advances,
Opinions of Counsel and Appraisals under SECTION 3.05(A)(VIII) of this Agreement
environmental audits, and other expenses expressly authorized by this Agreement.
(b) As compensation for its activities hereunder, the Primary
Servicer shall be entitled to receive the Primary Servicing Fee with respect to
each Mortgage Loan and REO Loan. As to each such Mortgage Loan, the Primary
Servicing Fee shall accrue at the applicable Primary Servicing Fee Rate on the
Stated Principal Balance as of the Due Date in the immediately preceding
Collection Period and for the same number of days respecting which any related
interest payment due on such Mortgage Loan or deemed to be due on such REO Loan
is computed under the terms of the related Mortgage Note (as such terms may be
changed or modified at any time following the Closing Date) and applicable law.
The Primary Servicing Fee with respect to any Mortgage Loan shall cease to
accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid
Primary Servicing Fees shall be payable monthly, on a loan-by-loan basis, from
payments of interest on each Mortgage Loan. The Primary Servicer shall be
entitled to recover unpaid Primary Servicing Fees in respect of any Mortgage
Loan out of Insurance Proceeds or Liquidation Proceeds, to the extent permitted
by SECTION 3.05(A). The right to receive the Primary Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of
the Primary Servicer's responsibilities and obligations under this Agreement or
except as provided in SECTION 3.22(D). The Primary Servicer shall, monthly out
of its Primary Servicing Fee, pay to any Sub-Servicer retained by the Primary
Servicer such Sub-Servicer's sub-servicing fee to the extent such Sub-Servicer
is entitled thereto under the applicable Sub-Servicing Agreement.
In the event of the appointment of a successor Primary Servicer, the
Trustee shall attempt to appoint a successor (which may be the Master Servicer
or the Trustee) which, subject to the Trustee's satisfaction as to quality of
servicing and the best interests of Certificateholders and the requirements of
ARTICLE VII of this Agreement, will perform the services of the Primary Servicer
for payment of an amount (the "SUCCESSOR PRIMARY SERVICER RETAINED FEE") less
than the full Primary Servicing Fee expressed as a fixed number of basis points.
If the successor Primary Servicer shall have so agreed to perform such services
for less than the full Master Servicing Fee, then the excess of the Primary
Servicer's Fee over the Successor Primary Servicer Retained Fee on each
Distribution Date (any such excess, the "EXCESS PORTION") will be paid to the
Trustee at such time and to the extent the Primary Servicer is entitled to
receive payment of the Primary Servicing Fees under this Agreement,
notwithstanding any termination of Bank of America under this Agreement, for the
benefit of the Certificateholders.
The Primary Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, the premiums for any blanket policy
insuring against hazard losses pursuant to SECTION 3.07(B)), if and to the
extent such expenses are not payable directly out of the Certificate Account,
the Master Certificate Account, the Servicing Account, or the REO Account, as
applicable and the Primary Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement. The only expenses
payable out of the Certificate Account are Non-Recoverable Advances, Opinions of
Counsel and Appraisals under SECTION 3.05(A)(VIII) of this Agreement
environmental audits, and other expenses expressly authorized by this Agreement.
(c) The Primary Servicer shall be entitled to receive as additional
servicing compensation (provided that all such items shall be subordinate to
regularly scheduled principal and interest payments on the Mortgage Loans):
(i) Default Charges payable under Section 3.05(a)(xi),
modification fees, charges for beneficiary statements or demands
and any similar fees (excluding Prepayment Premiums), in each
case to the extent actually paid by a Mortgagor with respect to a
Mortgage Loan that is not a Specially Serviced Mortgage Loan;
provided, however, that Default Interest collected by the Special
Servicer in respect of a Mortgage Loan as to which Advances were
made by the Primary Servicer before the Mortgage Loan became a
Specially Serviced Mortgage Loan, where some portion of the
Primary Servicer's Advances is still outstanding, shall be shared
in equal amounts between the Primary Servicer and the Special
Servicer until the Primary Servicer's Advances are repaid; it
being understood that all other Default Charges shall remain with
the Primary Servicer.
(ii) amounts collected for checks returned for insufficient
funds, but only to the extent that a fee is actually paid by a
Mortgagor with respect to any Mortgage Loan;
(iii) interest or other income earned on deposits in the
Certificate Account, in accordance with SECTION 3.06(B) (but only
to the extent of the Net Investment Earnings, if any, with
respect to the Certificate Account for each Collection Period);
and
(iv) to the extent not required to be paid to any Mortgagor
under applicable law or under the related Mortgage, any interest
or other income earned on deposits in the Servicing Accounts
maintained by the Primary Servicer;
(v) assumption fees; provided, however, that the Special
Servicer will first receive the greater of 25% of assumption fees
and other fees, or $250.00 per Mortgage Loan, received by the
Primary Servicer from a Mortgagor or Person (or Affiliate
thereof) for any one of the transactions in Section
3.08(a)(ii)(2) which must be approved by the Special Servicer,
and the Primary Servicer will receive the balance.
provided that with respect to the items of additional servicing compensation set
forth in CLAUSES (I), (II) and (III) above, the Primary Servicer shall, in turn,
pay the amounts described therein to the related Sub-Servicer to the extent such
Sub-Servicer is entitled thereto under the applicable Sub-Servicing Agreement.
The Primary Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts due and owing
to any Sub-Servicer retained by it and the premiums for any blanket policy
insuring against hazard losses pursuant to SECTION 3.07(B)), if and to the
extent such expenses are not payable directly out of the Certificate Account, or
Servicing Accounts or Reserve Accounts, as applicable, and the Primary Servicer
shall not be entitled to reimbursement therefor except as expressly provided in
this Agreement.
(d) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate on the Stated Principal Balance
as of the Due Date in the immediately preceding Collection Period and for the
same number of days respecting which any related interest payment due on such
Mortgage Loan or deemed to be due on such REO Loan is computed under the terms
of the related Mortgage Note (as such terms may be modified at any time
following the Closing Date) and applicable law. The Special Servicing Fee with
respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to
accrue as of the date a Liquidation Event occurs in respect thereof or it
becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees
shall be payable monthly out of general collections on the Mortgage Loans and
any REO Properties on deposit in the Certificate Account pursuant to SECTION
3.05(A). If the Primary Servicer pays the Special Servicing Fee, the Special
Servicing Fee shall be calculated by the Special Servicer and delivered to the
Primary Servicer, together with supporting documentation verifying such
calculation. In no event shall the Primary Servicer be required to calculate the
Special Servicing Fee.
As further compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan, unless the basis on which such Mortgage Loan became a
Corrected Mortgage Loan was the remediation of a circumstance or condition
relating to the Mortgage Loan Seller's obligation to repurchase such Mortgage
Loan pursuant to SECTION 2.03, in which case, if such Mortgage Loan is
repurchased within the 90-day period (or, if an additional 90-day extension is
permitted under SECTION 2.03(A), 180-day period) described in SECTION 2.03(A),
no Workout Fee will be payable from or based upon the receipt of, any Repurchase
Price paid by the Mortgage Loan Seller in satisfaction of such repurchase
obligation. Furthermore, no Workout Fees will be payable from or based upon the
receipt of any Liquidation Proceeds paid by any Majority Certificateholder of
the Controlling Class or the Primary or Master Servicer in connection with the
purchase of all the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to SECTION 9.01 hereof. As to each Corrected Mortgage Loan, subject to
the exceptions provided for in the two preceding sentences, the Workout Fee
shall be payable from, and shall be calculated by application of the Workout Fee
Rate to, each collection of interest and principal received on such Mortgage
Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if a Servicing
Transfer Event occurs with respect thereto or if the related Mortgaged Property
becomes an REO Property; provided that a new Workout Fee will become payable if
and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the
Special Servicer is terminated other than for cause or resigns in accordance
with CLAUSE (II) of the first paragraph of SECTION 6.04, it shall retain the
right to receive any and all Workout Fees payable in respect of Mortgage Loans
that became Corrected Mortgage Loans during the period that it acted as Special
Servicer and were still such at the time of such termination or resignation (and
the successor Special Servicer shall not be entitled to any portion of such
Workout Fees), in each case until the Workout Fee for any such Mortgage Loan
ceases to be payable in accordance with the preceding sentence. If the Primary
Servicer pays the Workout Fee, the Workout Fee shall be calculated by the
Special Servicer and delivered of the Primary Servicer, together with supporting
documentation verifying such calculation. In no event shall the Primary Servicer
be required to calculate the Workout Fee.
As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive a Liquidation Fee with respect to
each Specially Serviced Mortgage Loan or REO Property as to which it receives
any full or discounted payoff or partial payment from the related Mortgagor or
any Liquidation Proceeds (other than in connection with the purchase of any such
Specially Serviced Mortgage Loan or REO Property by the Special Servicer
pursuant to SECTION 3.18, by the Master or Primary Servicer or the Majority
Certificateholder of the Controlling Class pursuant to SECTION 3.18 or SECTION
9.01, or by the Mortgage Loan Seller pursuant to SECTION 2.03 within 90 days
(or, if an additional 90-day extension is permitted, 180 days) of its discovery
or notice of the breach or Document Defect that gave rise to the repurchase
obligation, and other than in connection with the condemnation or other
governmental taking of a Mortgaged Property or REO Property). As to each such
Specially Serviced Mortgage Loan or REO Property, the Liquidation Fee shall be
payable from, and shall be calculated by application of the Liquidation Fee Rate
to, such full or discounted payoff or partial payment and/or Liquidation
Proceeds, other than any portion thereof which represents accrued but unpaid
Excess Interest or Default Interest, provided that no Liquidation Fee will be
payable with respect to any such Specially Serviced Mortgage Loan that becomes a
Corrected Mortgage Loan; and provided, further, that (without limiting the
Special Servicer's right to any Workout Fee that is properly payable therefrom),
no Liquidation Fee will be payable from, or based upon the receipt of,
Liquidation Proceeds collected as a result of any purchase of a Specially
Serviced Mortgage Loan or REO Property described in the parenthetical to the
first sentence of this paragraph or in connection with a condemnation or other
governmental taking of a Mortgaged Property or REO Property.
Notwithstanding anything to the contrary herein, a Liquidation Fee
and a Workout Fee relating to the same Mortgage Loan shall not be paid from the
same proceeds on or with respect to such Mortgage Loan.
The Special Servicer's right to receive the Special Servicing Fee,
the Workout Fee and/or the Liquidation Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.
(e) The Special Servicer shall be entitled to receive as additional
special servicing compensation (provided that all such items shall be
subordinate to regularly scheduled principal and interest payments on the
Mortgage Loans):
(i)(A) to the extent allocable to the period when any
Mortgage Loan is a Specially Serviced Mortgage Loan or to the
extent allocable to an REO Loan, any Default Interest actually
collected on such Mortgage Loan or REO Loan, as the case may be,
provided that the Special Servicer will share in equal amounts
Default Interest with the Primary Servicer to repay the Primary
Servicer's Advances as provided in SECTION 3.11 (C)(I), above;
and (B) modification fees, charges for beneficiary statements or
demands and any similar fees (excluding Prepayment Premiums)
actually collected on or with respect to Specially Serviced
Mortgage Loans or REO Loans; and
(ii) interest or other income earned on deposits in the REO
Account, if established, in accordance with SECTION 3.06(B) (but
only to the extent of the Net Investment Earnings, if any, with
respect to the REO Account for each Collection Period); and
(iii) a fee equal to the greater of $250.00 or 25% of any
fee or charge received by the Primary Servicer from a Mortgagor
or Person (or Affiliate thereof) for any one of the transactions
in SECTION 3.08A(II)(2) which must be approved by the Special
Servicer.
To the extent the amounts described in CLAUSE (I)(B) of the
preceding paragraph are collected by the Primary Servicer, the Primary Servicer
shall promptly pay such amounts to the Special Servicer and shall not be
required to deposit such amounts in the Certificate Account pursuant to SECTION
3.04(A). Additional servicing compensation to which the Primary Servicer (or, if
so provided by the applicable Sub-Servicing Agreement, any Sub-Servicer retained
thereby) is entitled pursuant to SECTION 3.11(B) in the form of assumption fees,
modification fees, charges for beneficiary statements or demands and any similar
fees (excluding Prepayment Premiums) collected by the Special Servicer on
Mortgage Loans that are not Specially Serviced Mortgage Loans or REO Loans, or
in the form of amounts collected for checks returned for insufficient funds with
respect to any Mortgage Loans (including, without limitation, Specially Serviced
Mortgage Loans), shall be paid promptly to the Primary Servicer by the Special
Servicer.
The Special Servicer shall be required to pay out of its own funds
all overhead, general and administrative expenses incurred by it in connection
with its servicing activities hereunder (including, without limitation, payment
of any amounts due and owing to any Sub-Servicers retained by it and the
premiums for any blanket policy obtained by it insuring against hazard losses
pursuant to SECTION 3.07(B)), if and to the extent such expenses are not payable
directly out of the Certificate Account or the REO Account, and the Special
Servicer shall not be entitled to reimbursement except as expressly provided in
this Agreement.
(f) If the Primary (or, if applicable, Master) Servicer or Special
Servicer is required under this Agreement to make a Servicing Advance, but
neither does so within 15 days after such Servicing Advance is required to be
made, the Trustee shall, if it has actual knowledge of such failure on the part
of the Primary, Master or Special Servicer, as the case may be, give notice of
such failure, as applicable, to the Primary, Master or Special Servicer. If such
Servicing Advance is not made by the Primary, Master or Special Servicer within
one Business Day after such notice then (subject to SECTION 3.11(G) below), the
Trustee shall make such Servicing Advance within 15 days. If the Trustee fails
to make a Servicing Advance required to be made by it, the Fiscal Agent shall
make such Servicing Advance within one Business Day after such notice provided
to the Primary Servicer and/or the Special Servicer by the Trustee above
(subject to SECTION 3.11(G) below). The making of such Servicing Advance by the
Fiscal Agent will cure the Trustee's failure to make such Servicing Advance. Any
failure by the Primary Servicer or the Special Servicer to make a Servicing
Advance it is required to make hereunder shall constitute an Event of Default by
the Primary Servicer or the Special Servicer, as the case may be, subject to and
as provided in SECTION 7.01(A).
(g) As and to the extent permitted by SECTION 3.05(A), the Primary
Servicer, the Master Servicer, the Special Servicer (to the extent it has not
already been reimbursed for any such Servicing Advance by the Primary Servicer),
the Trustee, and the Fiscal Agent shall each be entitled to receive Advance
Interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of each Servicing Advance made thereby (out of its own funds) for so long
as such Servicing Advance is outstanding, and such interest will be paid: FIRST,
out of any Default Charges collected on or in respect of the related Mortgage
Loan; SECOND, at any time coinciding with or following the reimbursement of such
Servicing Advance, out of Excess Cash Flow; THIRD, out of any currently received
Related Proceeds; and FOURTH, out of other funds in the Certificate Account
under SECTION 3.05(A)(VIII); provided however, that in the case of a
Nonrecoverable Advance, both Advance Interest and the Nonrecoverable Advance are
recoverable from general collections. As and to the extent provided in SECTIONS
3.03(A) and 3.05(A), the Primary Servicer shall reimburse itself, the Special
Servicer, the Master Servicer, the Trustee or the Fiscal Agent, as appropriate,
for any Servicing Advance made thereby as soon as practicable after funds
available for such purpose are deposited in the Certificate Account or a
Servicing Account.
Notwithstanding the foregoing paragraph, the Primary Servicer shall
not be entitled to Advance Interest with respect to Servicing Advances made by
it with respect to a Mortgage Loan which is in breach of the environmental
representation and warranty set forth in SECTION 2.05(C)(XIV), as to which it is
attempting to cure such breach under SECTION 2.03(A)(II), until such breach is
cured, whether during any remediation or once remediation is completed. However,
if any of the Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent make such Advances because of the Primary Servicer's failure to do so,
they shall be entitled to Advance Interest on such Advances, but only from the
Mortgage Loan Seller, and not from the Trust or the Certificateholders, and such
Advance Interest shall be paid within 30 days from submission to the Mortgage
Loan Seller of a request for payment with supporting documentation.
(h) Notwithstanding anything to the contrary set forth herein, none
of the Primary Servicer, the Special Servicer, the Master Servicer, the Trustee
or the Fiscal Agent, shall be required to make any Servicing Advance that it
determines in its reasonable, good faith judgment would constitute a
Nonrecoverable Servicing Advance. In addition, Nonrecoverable Servicing Advances
and Advance Interest shall be reimbursable pursuant to SECTION 3.05(A)(VII) out
of general collections on the Mortgage Pool on deposit in the Certificate
Account. The determination by the Primary (or, if applicable the Master
Servicer, the Special Servicer or, the Trustee, or the Fiscal Agent), that it
has made a Nonrecoverable Servicing Advance or that any proposed Servicing
Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be
evidenced by an Officer's Certificate delivered promptly to the Trustee (or, if
applicable, retained thereby), the Depositor and the Rating Agencies, setting
forth the basis for such determination, together with (if such determination is
prior to the liquidation of the related Mortgage Loan or REO Property) a copy of
an Appraisal of the related Mortgaged Property or REO Property, as the case may
be, which shall have been performed within the twelve months preceding such
determination, and further accompanied by any other information, including,
without limitation, engineers' reports, environmental surveys, inspection
reports, rent rolls, income and expense statements or similar reports, that the
Primary (or, if applicable, the Master Servicer) or the Special Servicer may
have obtained and that supports such determination. If such an Appraisal shall
not have been required and performed pursuant to the terms of this Agreement,
the Primary (or, if applicable, the Master Servicer) or the Special Servicer, as
the case may be, may, subject to its reasonable and good faith determination
that such Appraisal will demonstrate the nonrecoverability of a Servicing
Advance, obtain an Appraisal for such purpose at the expense of the Trust. The
Trustee and the Fiscal Agent shall be entitled to rely on any determination of
nonrecoverability that may have been made by the Primary (or, if applicable, the
Master Servicer) or the Special Servicer with respect to a particular Servicing
Advance, and the Primary (or, if applicable, the Master Servicer) shall be
entitled to rely on any determination of nonrecoverability that may have been
made by the Special Servicer with respect to a particular Servicing Advance.
(i) Notwithstanding anything to the contrary set forth herein, the
Primary Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Mortgage Loan or an REO Property is involved) pay directly out of the
Certificate Account any servicing expense that, if paid by the Primary (or, if
applicable) Master Servicer or the Special Servicer, would constitute a
Nonrecoverable Servicing Advance; PROVIDED that the Primary (or, if applicable)
Master Servicer (or the Special Servicer, if a Specially Serviced Mortgage Loan
or an REO Property is involved) has determined in accordance with the Servicing
Standard that making such payment is in the best interests of the
Certificateholders (as a collective whole), as evidenced by an Officer's
Certificate delivered promptly to the Trustee, the Depositor and the Rating
Agencies, setting forth the basis for such determination and accompanied by any
information that the Primary (or, if applicable) Master Servicer or the Special
Servicer may have obtained that supports such determination.
SECTION 3.12 Inspections; Collection of Operating Statements;
Rent Rolls.
(a) Commencing in the year 2000, the Primary Servicer or, in the
case of any inspection required to be performed 60 days after a Mortgage Loan
becomes a Specially Serviced Mortgage Loan, the Special Servicer, shall, at its
own cost and expense, inspect or cause the inspection of each Mortgaged Property
at least once every year if the related Mortgage Loan has a then current balance
greater than $1,000,000.00 and 60 days after a Mortgage Loan becomes a Specially
Serviced Mortgage Loan, provided that approximately one-half of the Mortgaged
Properties with related Mortgage Loans with then-current principal balances
between $500,000.00 and $999,999.99 will be inspected every other year by the
Primary Servicer (or an entity employed by the Primary Servicer for such
purpose) or, in accordance with the second succeeding sentence, by the Special
Servicer as to Mortgage Loans with principal balances between $500,000.00 and
$999,999.99, such that all Mortgaged Properties relating to Mortgage Loans
having a then-outstanding principal balance between $500,000.00 and $999,999.99
will have been inspected once every other year; provided, however, that no such
inspection shall be required if an inspection has been obtained in the prior
three (3) months. The Primary Servicer shall be responsible for such inspections
only in respect of (i) Mortgage Loans that are not Specially Serviced Mortgage
Loans and (ii) Corrected Mortgage Loans. The Special Servicer, subject to
statutory limitations or limitations set forth in the related Mortgage Loan
documents, shall perform or cause to be performed a physical inspection of a
Mortgaged Property as soon as practicable after the servicing of the related
Mortgage Loan is transferred thereto pursuant to SECTION 3.21(A) and annually
thereafter so long as it is a Specially Serviced Mortgage Loan. The Primary
Servicer and the Special Servicer shall each prepare or cause to be prepared as
soon as reasonably possible a written report of each such inspection performed
or caused to be performed thereby detailing the condition of the Mortgaged
Property and specifying the existence of (i) any vacancy in the Mortgaged
Property that is, in the reasonable judgment of the Primary Servicer or Special
Servicer (or their respective designees), as the case may be, material and is
evident from such inspection, (ii) any abandonment of the Mortgaged Property,
(iii) any change in the condition or value of the Mortgaged Property that is, in
the reasonable judgment of the Primary Servicer or Special Servicer (or their
respective designees), as the case may be, material and is evident from such
inspection, (iv) any waste on or deferred maintenance in respect of the
Mortgaged Property that is evident from such inspection or (v) any capital
improvements made that are evident from such inspection. The Primary Servicer
and Special Servicer each shall, within 10 days of the preparation thereof,
deliver to the Master Servicer, and, upon request, a copy to the Trustee, the
Directing Certificateholder, the Rating Agencies, each other, and a Class F,
Class G or Class X Certificateholder (and, upon request by any such Person,
shall promptly discuss therewith the contents) of each such written report
prepared or caused to be prepared by or on behalf of it. In addition to the
inspection report, the Primary Servicer shall, upon request, furnish to the
Special Servicer copies of any source documents used with respect to such
inspection giving rise to the report. Furthermore, the Primary Servicer shall
obtain (and shall deliver to the requesting party and the Trustee) such
additional information with respect to the matters addressed in such written
report as the Special Servicer, and/or the Directing Certificateholder, may
reasonably request and shall cooperate with and reasonably assist the Special
Servicer in making direct inquiries with any Mortgagor to the extent any such
direct inquiry by the Special Servicer would not violate the terms of any
applicable Sub-Servicing Agreement; provided that if the Special Servicer or any
such Certificateholder shall desire such an inquiry to be made of a Mortgagor,
and if the subject Mortgage Loan is then being serviced by a Sub-Servicer, then
the Primary Servicer shall in each instance (regardless of whether such Mortgage
Loan was originated by such Sub-Servicer), unless otherwise agreed by such
Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the
Primary Servicer or the Special Servicer may contact such Mortgagor directly in
such instance if such request has been so made to such Sub-Servicer and the
requested information has not thereafter been obtained by such Sub-Servicer
within a reasonable time). The Trustee shall make available to
Certificateholders, Certificate Owners and prospective Certificateholders and
Certificate Owners (which prospective Certificateholders and Certificate Owners
have been certified to it as such by a Certificateholder or a Certificate
Owner), in accordance with SECTION 8.12(B), copies of all the written reports
delivered to it pursuant to this SECTION 3.12(A) and, if and to the extent
delivered to it in a written or electronic format, the related additional
information referred to in the preceding sentence.
(b) Beginning ninety (90) days from the Closing Date, the Special
Servicer, in the case of the Specially Serviced Mortgage Loans and REO
Properties, and the Primary Servicer, in the case of all other Mortgage Loans,
shall make reasonable efforts to collect, review and analyze annual operating
statements and rent rolls of the related Mortgaged Property or REO Property
whether or not the Mortgage Loan requires the Mortgagor to deliver annual
operating statements and rent rolls with respect to the related Mortgaged
Property and where the then-current Principal Balance of the related Mortgage
Loan is $1,000,000.00 or greater. For Mortgage Loans whose then-current
Principal Balance is between $250,000.00 and $999,999.99, the Primary Servicer
or the Special Servicer, as applicable, shall make reasonable efforts to collect
such statements and rent rolls, whether or not the Mortgage Loan requires the
Mortgagor to deliver them, but shall not be required to review or analyze them.
If the Primary Servicer fails to obtain required annual operating statements
and/or rent rolls within thirty (30) days after the required time the Mortgagor
is to deliver such operating statements and/or rent rolls pursuant to the
related Mortgage Loan Documents, or, if the related Mortgage Loan has no such
requirements, within sixty (60) days after the Mortgagor's fiscal year ends, the
Special Servicer, after consultation with and in cooperation with the Primary
Servicer, may communicate with the related Mortgagor in an effort to collect the
uncollected annual operating statements and rent rolls. The Special Servicer, in
the case of the Specially Serviced Mortgage Loans and REO Properties, and the
Primary Servicer, in the case of all other Mortgage Loans, shall promptly, where
reviews are required (i) subject to SECTION 4.02(B), prepare written reports
based on such reviews identifying the revenues, expenses, Net Operating Income
and Debt Service Coverage Ratios for the related Mortgage Loans and REO Loans
and any extraordinary increases or decreases in expenses or revenues associated
with the related Mortgaged Properties and REO Properties; (ii) deliver copies of
the collected items, and subject to SECTION 4.02(B), deliver the written reports
prepared in respect thereof to the Master Servicer, and, upon request to the
Trustee, the Directing Certificateholder, the Rating Agencies, each other, and
any Class F, Class G or Class X Certificateholder (to the extent such Holder is
certified as such by the Trustee), in each case within 15 days of its receipt or
preparation pursuant to SECTION 4.02(B), as applicable (it being understood and
agreed that with respect to Mortgage Loans (including, without limitation,
Specially Serviced Mortgage Loans) that are serviced by a Sub-Servicer, such
collected items shall be deemed to have been received by the Primary Servicer or
the Special Servicer, as the case may be, at the same time they are received by
the applicable Sub-Servicer); and (iv) promptly upon the request of any Person
referred in the immediately preceding CLAUSE (III), to discuss therewith the
contents of the collected items and the written reports referred to in the
immediately preceding CLAUSE (III). Furthermore, the Primary Servicer shall
obtain (and shall deliver to the requesting party and the Trustee) such
additional information with respect to the matters addressed in the collected
items and written reports referred to above as the Special Servicer, and/or the
Directing Certificateholder, and/or a Class F, Class G, or Class X
Certificateholder, may reasonably request and shall cooperate with and
reasonably assist the Special Servicer in making direct inquiries with any
Mortgagor to the extent any such direct inquiry by the Special Servicer would
not violate the terms of any applicable Sub-Servicing Agreement; provided that
if the Special Servicer or any such Certificateholder shall desire such an
inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then
being serviced by a Sub-Servicer, then the Master Servicer shall in each
instance (regardless of whether such Mortgage Loan was originated by such
Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that
such Sub-Servicer make such inquiry (and the Primary Servicer or the Special
Servicer may contact such Mortgagor directly in such instance if such request
has been so made to such Sub-Servicer and the requested information has not
thereafter been obtained by such Sub-Servicer within a reasonable time). The
Trustee shall make available to Certificateholders, Certificate Owners and
prospective Certificateholders and Certificate Owners (which prospective
Certificateholders and Certificate Owners have been certified to it as such by a
Certificateholder or a Certificate Owner), in accordance with SECTION 8.12(B),
copies of all the written reports delivered to it pursuant to this SECTION
3.12(B) and, if and to the extent delivered to it in written or electronic
format, the related additional information referred to in the preceding
sentence.
SECTION 3.13 Annual Statement as to Compliance.
Each of the Primary Servicer and the Special Servicer will deliver
to the Trustee, the Master Servicer, and the Rating Agencies, and, upon request
of a Class F, Class G or Class X Certificateholder, such Holder (certified as
such by the Trustee), with a copy to the Depositor, on or before April 30 of
each year, beginning April 30, 2000, an Officer's Certificate stating that (i) a
review of the activities of the Primary Servicer or the Special Servicer, as the
case may be, during the preceding calendar year, and of its performance under
this Agreement during such calendar year, has been made under the signing
officer's supervision, (ii) to the best of such officer's knowledge, based on
such review, the Primary Servicer or the Special Servicer, as the case may be,
has in all material respects fulfilled all of its obligations under this
Agreement throughout such calendar year, or, if there has been a material
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof, and (iii) the Primary
Servicer or the Special Servicer, as the case may be, has received no notice
regarding the qualification or status as a REMIC of, or otherwise asserting a
tax (other than ad valorem real property taxes or other similar taxes on REO
Property) on the income or assets of, any portion of the Trust Fund from the
Internal Revenue Service or from any other governmental agency or body or, if it
has received any such notice, specifying the details thereof. The signing
officer shall have no personal liability with respect to the content of any such
statement, and the Primary Servicer or the Special Servicer, as the case may be,
shall be deemed to have made such statement and shall assume any liability
resulting therefrom.
The Primary Servicer and the Special Servicer, to the extent
applicable, will reasonably cooperate with the Depositor in conforming any
Officer's Certificate delivered pursuant to this SECTION 3.13 to requirements
imposed by the Commission on the Depositor in connection with the Commission's
issuance of a no-action letter relating to the Depositor's reporting
requirements in respect of the Trust pursuant to the Exchange Act.
SECTION 3.14 Reports by Independent Public Accountants.
On or before April 30 of each year, beginning April 30, 2000 (or, as
to any such year, such earlier date as is contemplated by the last sentence of
this paragraph), each of the Primary Servicer and the Special 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 Depositor, the Master Servicer, the Trustee, the Rating Agencies, the
Directing Certificateholder and, upon request of a Class F, Class G or Class X
Certificateholder, such Holder (certified as such by the Trustee), to the effect
that such firm has examined such documents and records as it has deemed
necessary and appropriate relating to the Primary Servicer's or the Special
Servicer's, as the case may be, servicing of the Mortgage Loans under this
Agreement or the servicing of mortgage loans similar to the Mortgage Loans under
substantially similar agreements for the preceding calendar year (or during the
period from the date of commencement of the Primary Servicer's or the Special
Servicer's, as the case may be, 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 generally
accepted auditing standards and the Uniform Single Attestation Program for
Mortgage Bankers, such servicing has been conducted in compliance with similar
agreements except for such significant exceptions or errors in records that, in
the opinion of such firm, generally accepted auditing standards and the Uniform
Single Attestation Program for Mortgage Bankers require it to report, in which
case such exceptions and errors shall be so reported. In rendering its report
such firm may rely, as to matters relating to the direct servicing of
securitized commercial and multifamily mortgage loans by Sub-Servicers, upon
comparable reports of firms of independent certified public accountants rendered
on the basis of examinations conducted in accordance with the same standards
(rendered within one year of such report) with respect to those Sub-Servicers.
If the Depositor notifies the Trustee, the Primary Servicer and the Special
Servicer on or before March 1 of any year that such statements are required to
be filed with the Commission as part of the Form 10-K for the Trust covering the
prior calendar year, each of the Primary Servicer and the Special Servicer shall
deliver such statement in respect of it by March 15 of such year.
The Primary Servicer and the Special Servicer, to the extent
applicable, will reasonably cooperate with the Depositor in conforming any
reports delivered pursuant to this SECTION 3.14 to requirements imposed by the
Commission on the Depositor in connection with the Commission's issuance of a
no-action letter relating to the Depositor's reporting requirements in respect
of the Trust pursuant to the Exchange Act.
SECTION 3.15 Access to Certain Information.
Each of the Primary Servicer and the Special Servicer shall provide
or cause to be provided to the other such party, the Depositor, the Trustee, the
Master Servicer and the Rating Agencies, and to the OTS, the FDIC, and any other
federal or state banking or insurance regulatory authority that may exercise
authority over any Certificateholder, access to any documentation regarding the
Mortgage Loans and the other assets of the Trust Fund that are within its
control which may be required by this Agreement or by applicable law. Such
access shall be afforded without charge but only upon reasonable prior written
request and during normal business hours at the offices of the Primary Servicer
or the Special Servicer, as the case may be, designated by it.
SECTION 3.16 Title to REO Property; REO Account.
(a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf of
the Certificateholders. The Special Servicer shall sell any REO Property by the
end of the third calendar year beginning after the year in which the Trust
acquires ownership of such REO Property for purposes of Section 860G(a)(8) of
the Code, unless the Special Servicer either (i) is granted an extension of time
(an "REO EXTENSION") by the Internal Revenue Service to sell such REO Property
or (ii) obtains for the Trustee and the REMIC Administrator an Opinion of
Counsel, addressed to the Trustee and the REMIC Administrator, to the effect
that the holding by the Trust of such REO Property subsequent to the end of the
third calendar year beginning after the year in which such acquisition occurred,
will not result in the imposition of taxes on any of the Trust REMICs as a
result of "prohibited transactions" as defined in Section 860F of the Code or
cause any of the Trust REMICs to fail to qualify as a REMIC at any time that any
Certificates are outstanding. If the Special Servicer is granted the REO
Extension contemplated by CLAUSE (I) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by CLAUSE (II) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within
such period longer than the end of the third calendar year beginning after the
year that such property was acquired, as is permitted by such REO Extension or
such Opinion of Counsel, as the case may be. Any reasonable expense incurred by
the Special Servicer in connection with its being granted the REO Extension
contemplated by CLAUSE (I) of the second preceding sentence or its obtaining the
Opinion of Counsel contemplated by CLAUSE (II) of the second preceding sentence,
shall be an expense of the Trust payable out of the Certificate Account pursuant
to SECTION 3.05(A). Any REO Extension shall be requested by the Special Servicer
no later than 60 days before the end of the third calendar year beginning after
the year in which the Trust acquired ownership of the related REO Property.
(b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "REO ACCOUNT"), to be held on behalf of the Trustee in trust
for the benefit of the Certificateholders, for the retention of revenues and
other proceeds derived from each REO Property. The REO Account shall be an
Eligible Account and may consist of one account for all the REO Properties. The
Special Servicer shall deposit, or cause to be deposited, in the REO Account,
within two Business Days of receipt, all REO Revenues, Liquidation Proceeds (net
of all Liquidation Expenses paid therefrom) and Insurance Proceeds received in
respect of an REO Property. The Special Servicer is authorized to pay out of
related Liquidation Proceeds any Liquidation Expenses incurred in respect of an
REO Property and outstanding at the time such proceeds are received. Funds in
the REO Account may be invested only in Permitted Investments in accordance with
SECTION 3.06. The Special Servicer shall be entitled to make withdrawals from
the REO Account to pay itself, as additional servicing compensation in
accordance with SECTION 3.11(D), interest and investment income earned in
respect of amounts held in the REO Account as provided in SECTION 3.06(B) (but
only to the extent of the Net Investment Earnings with respect to the REO
Account for any Collection Period). The Special Servicer shall give notice to
the other parties hereto of the location of the REO Account when first
established and of the new location of the REO Account prior to any change
thereof.
(c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, maintenance and disposition of
any REO Property, but only to the extent of amounts on deposit in the REO
Account relating to such REO Property. By 1:00 p.m., New York City time, on the
Special Servicer Remittance Date, the Special Servicer shall withdraw from the
REO Account and deposit into the Certificate Account or deliver to the Primary
Servicer (which shall deposit such amounts into the Certificate Account) the
aggregate of all amounts received in respect of each REO Property during such
Collection Period, net of any withdrawals made out of such amounts pursuant to
the preceding sentence; provided that the Special Servicer may retain in the REO
Account such portion of proceeds and collections as may be necessary to maintain
a reserve of sufficient funds for the proper operation, management, maintenance
and disposition of the related REO Property (including without limitation the
creation of a reasonable reserve for repairs, replacements and necessary capital
improvements and other related expenses), such reserve not to exceed an amount
sufficient to cover such items to be incurred during the following twelve-month
period.
(d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to SECTION 3.16(B) or (C).
SECTION 3.17 Management of REO Property.
(a) 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 Certificateholders 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 860G(a)(8) of
the Code or result in the receipt by the Trust Fund of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) 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 Certificateholders (as determined
by the Special Servicer in its good faith and reasonable judgment). Subject to
this SECTION 3.17, the Special Servicer may earn "net income from foreclosure
property" within the meaning of Code Section 860G(d) if it determines that
earning such income is in the best interests of Certificateholders on a net
after-tax basis as compared with net leasing such REO Property or operating such
REO Property on a different basis. In connection therewith, the Special Servicer
shall deposit or cause to be deposited on a daily basis (and in no event later
than the second Business Day following receipt of such funds) in the applicable
REO Account all revenues received by it with respect to each REO Property and
the related REO Loan, and shall withdraw from the REO Account, to the extent of
amounts on deposit therein with respect to such REO Property, funds necessary
for the proper operation, management, leasing and maintenance of such REO
Property, including, without limitation:
(i) all insurance premiums due and payable in respect of
such REO Property;
(ii) all real estate taxes and assessments in respect of
such REO Property that may result in the imposition of a lien
thereon;
(iii) any ground rents in respect of such REO Property, if
applicable; and
(iv) all costs and expenses necessary to maintain and lease
such REO Property.
To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in CLAUSES (I)
through (IV) above with respect to such REO Property, the Special Servicer shall
make Servicing Advances in such amounts as are necessary for such purposes
unless (as evidenced in the manner contemplated by SECTION 3.11(G)) the Special
Servicer or the Primary Servicer determines, in its reasonable, good faith
judgment, that such payment would be a Nonrecoverable Servicing Advance.
(b) Without limiting the generality of the foregoing, the Special
Servicer shall not:
(i) permit the Trust Fund 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 date;
unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Primary Servicer as a Servicing
Advance) to the effect that such action will not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Special Servicer may take such actions as are specified in such Opinion of
Counsel.
(c) The Special Servicer shall contract with any Independent
Contractor for the operation and management of any REO Property within 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 Trust Fund) shall be reasonable and customary
in light of 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, including, without
limitation, those listed in SUBSECTION (A) hereof, 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 3.17(C) relating
to any such contract or to actions taken through any such
Independent Contractor shall be deemed to relieve the Special
Servicer of any of its duties and obligations hereunder with
respect to the operation and management of any such REO Property;
and
(v) the Special Servicer shall be obligated with respect
thereto to the same extent as if it alone were performing all
duties and obligations in connection with the operation and
management of such REO Property.
The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.
(d) When and as necessary, the Special Servicer shall send to the
Trustee and the Primary 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 SECTIONS 3.17(A) and
3.17(B).
SECTION 3.18 Sale of Mortgage Loans and REO Properties.
(a) The parties hereto may sell or purchase, or permit the sale or
purchase of, a Mortgage Loan or REO Property only on the terms and subject to
the conditions set forth in this SECTION 3.18 or as otherwise expressly provided
in or contemplated by SECTIONS 2.03 and 9.01.
(b) If the Special Servicer has determined, in its good faith and
reasonable judgment, that any Mortgage Loan is a Defaulted Mortgage Loan, the
Special Servicer shall promptly so notify in writing the Trustee, the Primary
Servicer, the Master Servicer and each Rating Agency, and the Trustee shall,
within 10 days after receipt of such notice, notify all the Certificateholders
of the Controlling Class. The Majority Certificateholder of the Controlling
Class may at its option purchase from the Trust, at a price equal to the
applicable Repurchase Price, any such Defaulted Mortgage Loan. The Repurchase
Price for any Mortgage Loan purchased under this PARAGRAPH (B) shall be
deposited into the Certificate Account, and the Trustee, upon receipt of an
Officer's Certificate from the Primary Servicer to the effect that such deposit
has been made, shall release or cause to be released to the Certificateholder(s)
effecting such purchase (or any designee thereof) the related Mortgage File, and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be provided to it and are reasonably necessary
to vest in the Certificateholder(s) effecting such purchase (or any designee
thereof) ownership of such Mortgage Loan. In connection with any such purchase,
the Special Servicer shall deliver the related Servicing File to the
Certificateholder(s) effecting such purchase (or any designee thereof).
(c) If the Majority Certificateholder of the Controlling Class has
not purchased any Defaulted Mortgage Loan described in the first sentence of
SECTION 3.18(B) within 15 days of its having received notice in respect thereof
pursuant to SECTION 3.18(B) above, either the Special Servicer or, subject to
the Special Servicer's prior rights in such regard, the Primary Servicer or,
subject to the Special and Primary Servicer's prior rights in such regard, the
Master Servicer may at its option purchase such Mortgage Loan from the Trust, at
a price equal to the Repurchase Price. The Repurchase Price for any such
Mortgage Loan purchased under this PARAGRAPH (C) shall be deposited into the
Certificate Account, and the Trustee, upon receipt of an Officer's Certificate
from the Primary Servicer to the effect that such deposit has been made, shall
release or cause to be released to the Primary Servicer or the Special Servicer
or the Master Servicer, as applicable, the related Mortgage File, and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be provided to it and are reasonably necessary to
vest in the Primary Servicer or the Special Servicer or the Master Servicer, as
applicable, the ownership of such Mortgage Loan. In connection with any such
purchase by the Primary or Master Servicer, the Special Servicer shall deliver
the related Servicing File to the Primary or Master Servicer.
(d) The Special Servicer may offer to sell or otherwise realize upon
any Defaulted Mortgage Loan not otherwise purchased pursuant to SECTION 3.18(B)
or SECTION 3.18(C) above, if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best
economic interests of the Trust. Such offer shall be made in a commercially
reasonable manner (which, for purposes hereof, includes an offer to sell without
representation or warranty other than customary warranties of title, loan
status, condition and similar customary matters, if liability for breach thereof
is limited to recourse against the Trust) for a period of not less than 30 days.
Unless the Special Servicer determines that acceptance of any offer would not be
in the best economic interests of the Trust, the Special Servicer shall accept
the highest cash offer received from any Person that constitutes a fair price
for such Mortgage Loan. In the absence of any offer determined as provided below
to be fair, the Special Servicer shall proceed with respect to such Defaulted
Mortgage Loan in accordance with SECTION 3.09 and, otherwise, in accordance with
the Servicing Standard.
The Special Servicer shall use its best efforts to solicit offers
for each REO Property in such manner as will be reasonably likely to realize a
fair price within the time period provided for by SECTION 3.16(A). The Special
Servicer shall accept the first (and, if multiple offers are received
contemporaneously, highest) cash offer received from any Person that constitutes
a fair price (determined pursuant to SECTION 3.18(E) below) for such REO
Property. If the Special Servicer reasonably believes that it will be unable to
realize a fair price (determined pursuant to SECTION 3.18(E) below) for any REO
Property within the time constraints imposed by SECTION 3.16(A), the Special
Servicer shall dispose of such REO Property upon such terms and conditions as
the Special Servicer shall deem necessary and desirable to maximize the recovery
thereon under the circumstances and, in connection therewith, shall accept the
highest outstanding cash offer, regardless of from whom received.
The Special Servicer shall give the Trustee and the Primary Servicer
not less than five Business Days' prior written notice of its intention to sell
any Defaulted Mortgage Loan or REO Property pursuant to this SECTION 3.18(D). No
Interested Person shall be obligated to submit an offer to purchase any such
Mortgage Loan or REO Property, and notwithstanding anything to the contrary
herein, neither the Trustee, in its individual capacity, nor any of its
respective Affiliates may make an offer for or purchase any Defaulted Mortgage
Loan or any REO Property pursuant hereto.
(e) Whether any cash offer constitutes a fair price for any
Defaulted Mortgage Loan or REO Property, as the case may be, for purposes of
SECTION 3.18(D), shall be determined by the Special Servicer or, if such cash
offer is from an Interested Person, by the Trustee. In determining whether any
offer received from an Interested Person represents a fair price for any such
Mortgage Loan or REO Property, the Trustee shall be supplied with and shall rely
on the most recent Appraisal or updated Appraisal conducted in accordance with
this Agreement within the preceding 12-month period or, in the absence of any
such Appraisal, on a narrative appraisal prepared by a Qualified Appraiser,
retained by the Special Servicer. Such appraiser shall be selected by the
Special Servicer if neither the Special Servicer nor any Affiliate thereof is
making an offer with respect to a Defaulted Mortgage Loan or REO Property and
shall be selected by the Trustee if the Special Servicer or an Affiliate thereof
is making such an offer. The cost of any such narrative appraisal shall be
advanced by the Special Servicer, and shall constitute a Servicing Advance. When
any Interested Person is among those making an offer with respect to a Defaulted
Mortgage Loan or REO Property, the Special Servicer shall require that all
offers be submitted in writing and be accompanied by a refundable deposit of
cash in an amount equal to 5% of the offered amount. In determining whether any
offer from a Person other than an Interested Person constitutes a fair price for
any such Mortgage Loan or REO Property, the Special Servicer shall take into
account (in addition to the results of any Appraisal, updated Appraisal or
narrative Appraisal that it may have obtained pursuant to this Agreement within
the prior 12 months), and in determining whether any offer from an Interested
Person constitutes a fair price for any such Mortgage Loan or REO Property, 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 Mortgage Loan, the occupancy level and physical
condition of the Mortgaged Property or REO Property, the state of the local
economy and the obligation to dispose of any REO Property within the time period
specified in SECTION 3.16(A). Notwithstanding the other provisions of this
SECTION 3.18, no cash offer from any Interested Person or any Affiliate thereof
in an amount less than the related Repurchase Price shall constitute a fair
price for any Defaulted Mortgage Loan or REO Property unless such offer is the
highest cash offer received and at least two additional offers (not including
the offers of Interested Persons or any Affiliates thereof) have been received
from Independent third parties reflecting prices less than the related
Repurchase Price. The Repurchase Price for any Defaulted Mortgage Loan or REO
Property shall in all cases be deemed a fair price.
(f) Subject to SECTIONS 3.18(A) through 3.18(E) above, the Special
Servicer shall act on behalf of the Trustee in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Defaulted
Mortgage Loan or REO Property, and the collection of all amounts payable in
connection therewith. In connection therewith, the Special Servicer may charge
prospective offerors, and may retain, fees that approximate the Special
Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or evaluating offers without obligation to deposit such
amounts into the Certificate Account. Any sale of a Defaulted Mortgage Loan or
any REO Property shall be final and without recourse to the Trustee or the Trust
(except such recourse imposed by those representations and warranties typically
given in such transactions, any prorations applied thereto and any customary
closing matters), and if such sale is consummated in accordance with the terms
of this Agreement, none of the Special Servicer, the Primary Servicer, the
Master Servicer or the Trustee shall have any liability to any Certificateholder
with respect to the Repurchase Price therefor accepted by the Special Servicer
or the Trustee.
(g) Any sale of a Defaulted Mortgage Loan or any REO Property shall
be for cash only (unless, as evidenced by an Opinion of Counsel, changes in the
REMIC Provisions made subsequent to the Startup Day allow a sale for other
consideration).
(h) Notwithstanding any of the foregoing paragraphs of this SECTION
3.18, the Special Servicer shall not be obligated to accept the highest cash
offer if the Special Servicer determines, in accordance with the Servicing
Standard, that rejection of such offer would be in the best interests of the
Certificateholders, and the Special Servicer may accept a lower cash offer (from
any Person other than itself or an Affiliate) if it determines, in accordance
with the Servicing Standard, that acceptance of such offer would be in the best
interests of the Certificateholders (for example, if the prospective buyer
making the lower offer is more likely to perform its obligations or the terms
(other than price) offered by the prospective buyer making the lower offer are
more favorable).
SECTION 3.19 Additional Obligations of the Primary
Servicer and the Special Servicer.
(a) The Primary Servicer shall maintain at its Primary Servicing
Office and shall, upon reasonable advance written notice, make available during
normal business hours for review by each Rating Agency and by any
Certificateholder or Certificate Owner or any Person identified to the Primary
Servicer as a prospective transferee of a Certificate or an interest therein,
copies of the Servicing Files; provided that, if the Primary Servicer in its
reasonable, good faith determination believes that any item of information
contained in such Servicing Files is of a nature that it should be conveyed to
all Certificateholders at the same time, it shall, as soon as reasonably
possible following its receipt of any such item of information, disclose such
item of information to the Trustee, and until the Trustee has either disclosed
such information to all Certificateholders in a Distribution Date Statement or
has properly filed such information with the Commission on behalf of the Trust
under the Exchange Act, the Primary Servicer shall be entitled to withhold such
item of information from any Certificateholder or Certificate Owner or
prospective transferee of a Certificate or an interest therein; and provided,
further, that the Primary Servicer shall not be required to make particular
items of information contained in the Servicing File for any Mortgage Loan
available to any Person if the disclosure of such particular items of
information is expressly prohibited by the provisions of any related Mortgage
Loan documents. Except as set forth in the provisos to the preceding sentence,
copies of all or any portion of any Servicing File are to be made available by
the Primary Servicer upon request; however, the Primary Servicer shall be
permitted to require payment of a sum sufficient to cover the reasonable
out-of-pocket costs and expenses of providing such service (other than with
respect to the Rating Agencies). The Special Servicer shall, as to each
Specially Serviced Mortgage Loan and REO Property, promptly deliver to the
Primary Servicer a copy of each document or instrument added to the related
Servicing File, and the Primary Servicer shall in no way be in default under
this SECTION 3.19(A) solely by reason of the Special Servicer's failure to do
so.
In connection with providing access to or copies of the items
described in the preceding paragraph, the Primary Servicer may require, unless
the Depositor directs otherwise, (a) in the case of Certificate Owners, a
written confirmation executed by the requesting Person, in form reasonably
satisfactory to the Trustee, generally to the effect that such Person is a
beneficial holder of Certificates and will otherwise keep such information
confidential and (b) in the case of a prospective purchaser, confirmation
executed by the requesting Person generally to the effect that such Person is a
prospective purchaser of a Certificate or an interest therein, is requesting the
information for use in evaluating a possible investment in Certificates and will
otherwise keep such information confidential. All Certificateholders, by the
acceptance of their Certificates, shall be deemed to have agreed to keep such
information confidential, except to the extent that the Depositor grants written
permission to the contrary. The Primary Servicer shall not be liable for the
dissemination of information in accordance with this SECTION 3.19(A).
(b) The Primary Servicer and the Special Servicer shall each deliver
to the other and, after a Recordation Event, to the Trustee (for inclusion in
the Mortgage File) and (if requested) to the Master Servicer copies of all
Appraisals, environmental reports and engineering reports (or, in each case,
updates, to the extent reasonably obtainable by the Primary Servicer and Special
Servicer thereof) obtained with respect to any Mortgaged Property or REO
Property, to the extent acquired after the Delivery Date and upon payment of
reasonable costs of obtaining such items, which shall be deemed to be Servicing
Advances unless paid by the related Mortgagor. Upon the request of any Rating
Agency or any Class F, Class G or Class X Certificateholder (certified as such
by the Trustee), the Primary Servicer and the Special Servicer shall each
deliver copies of any of the items delivered pursuant to the preceding sentence
to such requesting Person.
Notwithstanding the foregoing provisions of this SECTION 3.19(C) or
any other provision of this Agreement to the contrary, the Special Servicer
shall not be required to make any Servicing Advance if the Special Servicer
determines in its reasonable, good faith judgment that the Servicing Advance, is
or would be, if made, a Nonrecoverable Servicing Advance. The Special Servicer
shall notify the Primary Servicer, the Master Servicer and the Trustee in
writing of such determination. Such notice shall not obligate the Primary
Servicer to make such Servicing Advance.
(c) Except under the same circumstances that it would be permitted
to waive a prepayment lockout provision in the subject Mortgage Loan pursuant to
SECTION 3.20(A), neither the Primary Servicer nor the Special Servicer shall
consent to any Mortgagor's prepaying its Mortgage Loan, partially or in its
entirety, if the Mortgagor would be prohibited from doing so without such
consent.
(d) The Primary Servicer shall not exercise any discretionary right
it has with respect to any Mortgage Loan pursuant to the related Mortgage Note
or Mortgage to apply any amounts maintained as an escrow or reserve to the
principal balance of such Mortgage Loan except in the case of a default
thereunder.
SECTION 3.20 Modifications, Waivers, Amendments and Consents.
(a) The Primary Servicer (as to non-Specially Serviced Mortgage
Loans) and the Special Servicer (as to Specially Serviced Mortgage Loans), each
may, consistent with the Servicing Standard, agree to any modification, waiver
or amendment of the following terms of any Mortgage Loan it is required to
service and administer hereunder without the consent of the Trustee or any
Certificateholder: (i) changing the auto debit-feature of a Mortgage Loan; (ii)
releasing a Mortgage Loan or Loans from Cross-Collateralization (provided, that
any such release with respect to a Cross-Collateralized Mortgage Loan serviced
and administered by the Primary Servicer must also be consented to by the
Special Servicer, which consent shall not be unreasonably withheld); or, (iii)
converting adjustable rate Mortgage Loans to fixed rate Mortgage Loans where the
Mortgage Loan Documents permit such conversion.
With respect to Section 3.20(a)(iii), above, within 90 days after
receipt of notice of such conversion, and prior to the end of the Collection
Period related to the Due Period during which the first payment at the new
Mortgage Rate is due, the Mortgage Loan Seller shall be required to repurchase
any such converted Mortgage Loan from the Trust at a purchase price equal to the
Repurchase Price (but calculating accrued interest through the Due Date in the
Due Period related to the Collection Period of repurchase on the basis of a
Mortgage Rate as if the Mortgage Loan had not converted, which old adjustable
rate shall be used for any calculations regarding the Net Mortgage Rate of the
Mortgage Loan.
These Primary Servicer modifications, waivers, amendments and
consents (as to non-Specially Serviced Mortgage Loans) shall be exercisable only
by Bank of America as Primary Servicer; upon its resignation or termination, the
exercise thereof shall revert to the Master Servicer unless confirmation of the
Rating Agencies is obtained that the designation of the replacement Primary
Servicer will not result in a downgrade, qualification or withdrawal of the
rating of any of the Certificates.
Any and all modifications, waivers, amendments and consents shall be
subject to each of the following limitations, conditions and restrictions,
anything contained herein to the contrary notwithstanding:
(i) other than as expressly provided in SECTION 3.02 (with
respect to Default Charges) and SECTION 3.08 (with respect to
due-on-sale and due-on-encumbrance clauses) neither the Primary
Servicer nor the Special Servicer shall agree to any
modification, waiver or amendment of any term of, or take any of
the other acts referenced in this SECTION 3.20(A) with respect
to, any Mortgage Loan it is required to service and administer
hereunder that would affect the amount or timing of any related
payment of principal, interest or other amount payable thereunder
or, in the Primary Servicer's or the Special Servicer's good
faith and reasonable judgment, materially alter the security for
such Mortgage Loan or reduce the likelihood of timely payment of
amounts due thereon or, to the extent required by the REMIC
Provisions, materially increase, substitute or otherwise alter
the collateral for the Mortgage Loan (other than the alteration
or construction of improvements thereon) or any guarantee or
credit enhancement contract with respect thereto (other than the
substitution of a similar commercially available credit
enhancement contract); PROVIDED, HOWEVER, the Special Servicer
may agree to any modification, waiver or amendment of any term
of, or take any of the other acts referenced in this SECTION
3.20(A) with respect to, a Specially Serviced Mortgage Loan that
would have any such effect, but only if a material default on
such Mortgage Loan has occurred or, in the Special Servicer's
reasonable and good faith judgment, a default in respect of
payment on such Mortgage Loan is reasonably foreseeable, and such
modification, waiver, amendment or other action is reasonably
likely to produce a greater recovery to Certificateholders (as a
collective whole) on a present value basis (the relevant
discounting of anticipated collections that will be distributable
to Certificateholders to be performed at the related Net Mortgage
Rate), than would liquidation;
(ii) the Special Servicer may not, in connection with any
particular extension, extend the maturity date of any Specially
Serviced Mortgage Loan beyond the date which is two years prior
to the Rated Final Distribution Date, or beyond the date which is
10 years prior to the expiration date of any related Ground
Lease;
(iii) unless the proviso in SECTION 3.20(A)(I) above
applies, neither the Primary Servicer nor the Special Servicer,
as applicable, shall make or permit or consent to, as applicable,
any modification, waiver or amendment of any term of, referenced
in this SECTION 3.20(A) or in SECTIONS 3.08 or 3.20(F) with
respect to, any Mortgage Loan not otherwise permitted by this
SECTION 3.20(A) or in SECTIONS 3.08 that would constitute a
"significant modification" of such Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b) (neither the
Primary Servicer nor the Special Servicer shall be liable for
decisions made under this subsection which were made in good
faith and, unless it would constitute bad faith or negligence to
do so, each of the Primary Servicer and the Special Servicer may
rely on Opinions of Counsel in making such decisions);
(iv) neither the Primary Servicer nor the Special Servicer
shall permit any Mortgagor to add or substitute any collateral
for an outstanding Mortgage Loan, which additional or substitute
collateral constitutes real property, unless (A) the Special
Servicer shall have first determined in accordance with the
Servicing Standard, based upon a Phase I Environmental Assessment
(and such additional environmental testing as the Special
Servicer deems necessary and appropriate) prepared by an
Independent Person who regularly conducts Phase I Environmental
Assessments (and such additional environmental testing), at the
expense of the Mortgagor, that such additional or substitute
collateral is in compliance with applicable environmental laws
and regulations and that there are no circumstances or conditions
present with respect to such new collateral relating to the use,
management or disposal of any Hazardous Materials for which
investigation, testing, monitoring, containment, clean-up or
remediation would be required under any then applicable
environmental laws and/or regulations and (B) in the case of
substitutions of collateral only, the Primary Servicer or the
Special Servicer, as the case may be, have obtained written
confirmation from each Rating Agency that such substitution will
not result in the downgrade, qualification (if applicable) or
withdrawal of any rating then assigned to any Class of
Certificates; and
(v) neither the Primary Servicer nor the Special Servicer
shall release any collateral securing an outstanding Mortgage
Loan (including, without limitation, as part of a substitution of
collateral), except in connection with a payment in full or,
subject to the other provisions of this SECTION 3.20, a
discounted payoff of such Mortgage Loan, or except as provided in
SECTION 3.09(D), or except where SECTION 3.20(A)(III) applies and
the Rating Agencies have been notified in writing and (A) either
(1) the use of the collateral to be released will not, in the
Primary Servicer's or Special Servicer's, as the case may be,
good faith and reasonable judgment, materially and adversely
affect the Net Operating Income being generated by or the use of
the related Mortgaged Property, or (2) there is a corresponding
principal paydown of such Mortgage Loan in an amount at least
equal to, or a delivery of substitute collateral with an
appraised value at least equal to, the appraised value of the
collateral to be released, (B) the remaining Mortgaged Property
and any substitute collateral is, in the Primary Servicer's or
Special Servicer's, as the case may be, good faith and reasonable
judgment, adequate security for the remaining Mortgage Loan, (C)
if the collateral that is being released has an Appraised Value
in excess of $3,000,000, or if any substitution of collateral is
to be made, the Rating Agencies have each confirmed in writing
that such release and/or substitution would not result in the
downgrade, qualification (if applicable) or withdrawal of the
rating then assigned by Moody's or Fitch as applicable, to any
Class of Certificates, and (D) so long as the Special Servicer
owns any Class of Certificate, no collateral may be substituted
or released without the Special Servicer's prior written consent;
provided that (1) the limitations, conditions and restrictions set forth in
CLAUSES (I), (II), (IV), (V) and (VI) above shall not apply to any of the acts
referenced in this SECTION 3.20(A) in respect of any Mortgage Loan that either
occurs automatically, or results from the exercise of a unilateral option by the
related borrower within the meaning of Treasury Regulations Section
1.1001-3(c)(2)(iii), in any event under the terms of such Mortgage Loan in
effect on the Closing Date, and (2) notwithstanding CLAUSES (I) through (VI)
above, neither the Primary Servicer nor the Special Servicer shall be required
to oppose the confirmation of a plan in any bankruptcy or similar proceeding
involving a Mortgagor if in their reasonable and good faith judgment such
opposition would not ultimately prevent the confirmation of such plan or one
substantially similar. With respect to a request to the Special Servicer from
the Primary Servicer for approval for a modification, waiver or consent with
respect to a Mortgage Loan that would not require Rating Agency review, the
Special Servicer shall notify the Primary Servicer of its decision within five
Business Days of receiving notice (and all supporting documentation reasonably
required by the Special Servicer for its analysis) from the Primary Servicer of
the Primary Servicer's decision to approve the modification, wavier or consent.
(b) Neither the Special Servicer nor the Primary Servicer shall have
any liability to the Trust, the Certificateholders or any other Person if its
analysis and determination that the modification, waiver, amendment or other
action contemplated by SECTION 3.20(A) is reasonably likely to produce a greater
recovery to Certificateholders on a present value basis than would liquidation,
should prove to be wrong or incorrect, so long as the analysis and determination
were made on a reasonable basis in good faith by the Special Servicer or the
Primary Servicer and the Special Servicer or the Primary Servicer has complied
with the Servicing Standard in ascertaining the pertinent facts. Each such
determination shall be evidenced by an Officer's Certificate to such effect to
be delivered by the Special Servicer or the Primary Servicer to the Trustee. The
Special Servicer or the Primary Servicer shall include with any such Officer's
Certificate the appraisals and other supporting documentation forming the basis
for its conclusion.
(c) Any payment of interest which is deferred pursuant to SECTION
3.20(A) shall not, for purposes hereof, including, without limitation,
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance or Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit or that such
interest may actually be capitalized.
(d) The Primary Servicer (as to non-Specially Serviced Mortgage
Loans) and the Special Servicer (as to Specially Serviced Mortgage Loans, and as
to consents of actions of the Primary Servicer) each may, as a condition to its
granting any request by a Mortgagor for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within the
Primary Servicer's or Special Servicer's, as the case may be, discretion
pursuant to the terms of the instruments evidencing or securing the related
Mortgage Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to it, as additional servicing compensation, a reasonable fee
relating to such consent, modification, waiver or indulgence (not to exceed 1.0%
of the unpaid principal balance of the related Mortgage Loan) for the additional
services performed in connection with such request, together with any related
costs and expenses incurred by it.
(e) All modifications, waivers, amendments and other actions entered
into or taken in respect of the Mortgage Loans pursuant to the preceding
subsections of this SECTION 3.20 shall be in writing. Each of the Primary
Servicer and the Special Servicer shall notify the other such party and (if
requested) the Master Servicer and the Trustee, in writing, of any modification,
waiver, amendment or other action entered into or taken in respect of any
Mortgage Loan pursuant to this SECTION 3.20 and the date thereof, and (if a
Recordation Event has occurred) shall deliver to the Trustee or the related
Custodian for deposit in the related Mortgage File (with a copy to the other
such party), an original counterpart of the agreement relating to such
modification, waiver, amendment or other action, promptly (and in any event
within 10 Business Days) following the execution thereof. In addition, following
the execution of any modification, waiver or amendment agreed to by the Special
Servicer pursuant to SECTION 3.20(A) above, the Special Servicer shall deliver
to the Primary Servicer and the Trustee an Officer's Certificate setting forth
in reasonable detail the basis of the determination made by it pursuant to
CLAUSE (I) of SECTION 3.20(A).
SECTION 3.21 Transfer of Servicing Between Primary Servicer and
Special Servicer; Record Keeping; Asset Strategies
Report.
(a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Primary Servicer shall promptly give
notice thereof, and deliver the related Servicing File, to the Special Servicer
and shall use its best efforts to provide the Special Servicer with all
information, documents (or copies thereof) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan and reasonably requested by the Special Servicer to enable it to
assume its functions hereunder with respect thereto without acting through a
Sub-Servicer. The Primary Servicer shall use its best efforts to comply with the
preceding sentence within five Business Days of the occurrence of each related
Servicing Transfer Event. The Primary Servicer shall deliver to each Class F,
Class G or Class X Certificateholders that shall have requested a copy of any
such notice a copy of the notice of such Servicing Transfer Event provided by
the Primary Servicer to the Special Servicer pursuant to this Section.
Within ninety (90) days after a Servicing Transfer Event, the
Special Servicer, at the expense of the Mortgage Loan Seller, shall (A) record,
if they have not already been recorded under SECTION 2.01(B), the assignment of
the related Mortgage to the Trustee in such place(s) as, is/are required under
applicable law to (i) provide third party notice of such assignment, (ii)
perfect the title of the Trustee to such Mortgage and (iii) shall retain
original certified copies of same (this requirement being in addition to
recordation of certain documents upon a Recordation Event under SECTION
2.01(B)), and (B) provide written notice to the Mortgagor(s) that the related
Mortgage Loan has been transferred from the Primary Servicer to the Special
Servicer.
Upon determining that a Specially Serviced Mortgage Loan has become
a Corrected Mortgage Loan, the Special Servicer shall promptly give notice
thereof to the Borrower and to the Primary Servicer, and return the related
Servicing File, to the Primary Servicer and upon giving such notice, and
returning such Servicing File, to the Primary Servicer, the Special Servicer's
obligation to service such Mortgage Loan, and the Special Servicer's right to
receive the Special Servicing Fee with respect to such Mortgage Loan, shall
terminate, and the obligations of the Primary Servicer to service and administer
such Mortgage Loan shall resume.
Notwithstanding other provisions in this Agreement to the contrary,
the Primary Servicer shall remain responsible for Basic Administration with
respect to Specially Serviced Mortgage Loans, provided that the Special Servicer
shall establish reasonable procedures as to the application of Special Servicer
receipts and tendered payments, and the Special Servicer shall have the
exclusive responsibility for and authority over all contacts (including billing
and collection) with and notices to Mortgagors and similar matters relating to
each Specially Serviced Mortgage Loan and the related Mortgaged Property.
Also notwithstanding anything herein to the contrary, in connection
with the transfer to the Special Servicer of the servicing of a
Cross-Collateralized Mortgage Loan as a result of a Servicing Transfer Event or
the re-assumption of servicing responsibilities by the Primary Servicer with
respect to any such Mortgage Loan upon its becoming a Corrected Mortgage Loan,
the Primary Servicer and the Special Servicer shall each transfer to the other,
as and when applicable, the servicing of all other Cross-Collateralized Mortgage
Loans constituting part of the same Group; provided that no Cross-Collateralized
Mortgage Loan may become a Corrected Mortgage Loan at any time that a continuing
Servicing Transfer Event exists with respect to another Cross-Collateralized
Mortgage Loan in the same Group.
(b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Trustee the originals, and to the Primary Servicer
copies, of documents contemplated by the definition of "Mortgage File" and
generated while such Mortgage Loan is a Specially Serviced Mortgage Loan, for
inclusion in the related Mortgage File (with a copy of each such original to the
Primary Servicer), and copies of any additional related Mortgage Loan
information, including correspondence with the related Mortgagor generated while
such Mortgage Loan is a Specially Serviced Mortgage Loan.
(c) Notwithstanding anything in this Agreement to the contrary, in
the event that the Primary Servicer and the Special Servicer are the same
Person, all notices, certificates, information, consents and documents required
to be given or delivered by the Primary Servicer to the Special Servicer or vice
versa shall be deemed to be given or delivered, as the case may be, without the
necessity of any action on such Person's part.
(d) At its option, from time to time the Special Servicer may create
and submit to and discuss with the Directing Certificateholder certain plans for
the workout, sale or other disposition of a Specially Serviced Mortgage Loan
and/or the related Mortgage Property (the "ASSET STRATEGIES REPORT"). The Asset
Strategies Report need not be approved by other Persons.
SECTION 3.22 Sub-Servicing Agreements.
(a) The Primary Servicer, with the consent of the Special Servicer
so long as the Special Servicer owns any of the Certificates, and the Special
Servicer (if the Rating Agencies have confirmed in writing that the appointment
of Sub-Servicers by the Special Servicer will not result in a downgrade,
qualification or withdrawal of the rating of the Certificates, or the aggregate
of all such Sub-Servicing is less than 25% of the then outstanding principal
balance of all Specially Serviced Mortgage Loans) may each enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of its obligations hereunder, provided that, in each case, the
Sub-Servicing Agreement: (i) is not inconsistent with this Agreement; (ii)
expressly or effectively provides that if the Primary Servicer or Special
Servicer, as the case may be, shall for any reason no longer act in such
capacity hereunder (including, without limitation, by reason of an Event of
Default), any successor to the Primary Servicer or the Special Servicer, as the
case may be, hereunder (including the Trustee if the Trustee has become such
successor pursuant to SECTION 7.02) may thereupon either assume all of the
rights and, except to the extent they arose prior to the date of assumption,
obligations of the Primary Servicer or Special Servicer, as the case may be,
under such agreement or, subject to the provisions of SECTION 3.22(D), terminate
such rights and obligations, in either case without payment of any fee except as
set forth in SECTION 3.22(D); (iii) in the case of a Sub-Servicing Agreement
entered into by the Primary Servicer, expressly or effectively provides that
such agreement shall be suspended with respect to any Mortgage Loan serviced
thereunder at the time such Mortgage Loan becomes a Specially Serviced Mortgage
Loan (but only until such time as such Mortgage Loan becomes a Corrected
Mortgage Loan) and, except as set forth in SECTION 3.22(D), the Sub-Servicer
shall not receive or accrue an entitlement to any sub-servicing compensation in
respect of a Specially Serviced Mortgage Loan or an REO Loan; (iv) in the case
of a Sub-Servicing Agreement entered into by the Special Servicer, relates only
to Specially Serviced Mortgage Loans or REO Properties and expressly or
effectively provides that such agreement shall terminate with respect to any
such Mortgage Loan that becomes a Corrected Mortgage Loan; and (v) in the case
of a Sub-Servicing Agreement entered into by the Primary Servicer, provides that
the related Sub-Servicer shall comply with all reasonable requests for
additional information made by the Primary Servicer and, further, provides that
the failure of the related Sub-Servicer to furnish the Primary Servicer on a
timely basis with any required reports, statements or other information,
including without limitation, the reports referred to in SECTION 3.12, either
(A) shall permit the Primary Servicer to make necessary inquiries of the related
borrower directly or (B) shall (subject to a cure period not to exceed 60 days)
constitute an event of default thereunder for which the Primary Servicer may
terminate such Sub-Servicer without payment of any termination fee (it being
understood that notwithstanding anything to the contrary in this CLAUSE (V), the
obligations of a Sub-Servicer in respect of the second sentence of SECTION
3.12(B) hereof may be limited to the provision of reports as agreed between the
Primary Servicer and such Sub-Servicer and response to reasonable inquiries from
the Primary Servicer with respect thereto). References in this Agreement to
actions taken or to be taken by the Primary Servicer or the Special Servicer, as
the case may be, include actions taken or to be taken by a Sub-Servicer on
behalf of the Primary Servicer or the Special Servicer, as the case may be; and,
in connection therewith, all amounts advanced by any Sub-Servicer to satisfy the
obligations of the Primary Servicer or the Special Servicer, as the case may be,
hereunder to make Advances shall be deemed to have been advanced by the Primary
Servicer or the Special Servicer, as the case may be, out of its own funds and,
accordingly, such Advances shall be recoverable by such Sub-Servicer in the same
manner and out of the same funds as if such Sub-Servicer were the Primary
Servicer or the Special Servicer, as the case may be, and, for so long as they
are outstanding, such Advances shall accrue interest in accordance with SECTION
3.11(F) and/or SECTION 4.03(D), such interest to be allocable between the
Primary Servicer or the Special Servicer, as the case may be, and such
Sub-Servicer as they may agree. For purposes of this Agreement, the Primary
Servicer and the Special Servicer each shall be deemed to have received any
payment when a Sub-Servicer retained by it receives such payment. The Primary
Servicer and the Special Servicer each shall notify the other such party, the
Trustee, the Master Servicer and the Depositor in writing promptly of the
appointment by it of any Sub-Servicer, and shall deliver to the Trustee copies
of all Sub-Servicing Agreements, and any amendments thereto and modifications
thereof, entered into by it promptly upon its execution and delivery of such
documents; provided that the foregoing requirements set forth in this sentence
shall not apply in the case of the Sub-Servicing Agreements in effect as of the
Closing Date that are listed on Schedule II hereto or in the case of the
Sub-Servicers thereunder.
(b) Each Sub-Servicer (i) shall be authorized to transact business
in the state or states in which the Mortgaged Properties for the Mortgage Loans
it is to service are situated, if and to the extent required by applicable law,
and (ii) to the extent subservicing multifamily loans, shall be an approved
conventional seller/servicer of multifamily mortgage loans for Freddie Mac or
Fannie Mae or a HUD-Approved Servicer.
(c) The Primary Servicer and the Special Servicer, for the benefit
of the Trustee and the Certificateholders, shall (at no expense to the Trustee,
the Certificateholders or the Trust) each monitor the performance and enforce
the obligations of its Sub-Servicers under the related Sub-Servicing Agreements.
Such enforcement, including, without limitation, the legal prosecution of
claims, termination of Sub-Servicing Agreements in accordance with their
respective terms and the terms of this Agreement, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Primary Servicer or the Special Servicer, as the case
may be, in its good faith business judgment, would require were it the owner of
the Mortgage Loans. Promptly upon becoming aware of a default under any
Sub-Servicing Agreement to which it is a party, the Primary Servicer or the
Special Servicer, as the case may be, shall notify the other such party and the
Trustee, and each Class F, Class G and Class X Certificateholder that shall have
requested notice of any such default.
(d) In the event the Trustee or the Master Servicer or its designee
assumes the rights and obligations of the Primary Servicer or the Special
Servicer under any Sub-Servicing Agreement, the Primary Servicer or the Special
Servicer, as the case may be, at its expense of the transferring party shall,
upon request of the Trustee, deliver to the assuming party all documents and the
records relating to such Sub-Servicing Agreement and the Mortgage Loans then
being serviced thereunder and an accounting of amounts collected and held on
behalf of it thereunder, and otherwise use its best efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreement to the assuming
party.
(e) Notwithstanding any Sub-Servicing Agreement, the Primary
Servicer and the Special Servicer shall each remain obligated and liable to the
Trustee, the Master Servicer and the Certificateholders for the performance of
its obligations and duties under this Agreement in accordance with the
provisions hereof to the same extent and under the same terms and conditions as
if it alone were servicing and administering the Mortgage Loans for which it is
responsible.
SECTION 3.23 Termination of the Special Servicer by the
Majority Certificateholder of the Controlling
Class.
The Majority Certificateholder of the Controlling Class may at any
time and from time to time replace any existing Special Servicer or any Special
Servicer that has resigned or otherwise ceased to serve as Special Servicer.
Such Majority Certificateholder shall so designate a Person to so serve by the
delivery to the Trustee of a written notice stating such designation, subject to
the approval of the Trustee, which approval shall not be unreasonably withheld.
The Trustee shall, promptly after receiving any such notice, so notify the
Rating Agencies. If the Trustee approves the designated Person (based upon the
servicing qualifications and financial condition of such designated Person) as a
replacement Special Servicer, which approval shall not be unreasonably withheld,
the designated Person shall become the Special Servicer as of the date the
Trustee shall have received: (i) written confirmation from each Rating Agency
stating that if the designated Person were to serve as Special Servicer
hereunder, none of the then-current ratings assigned by such Rating Agency to
the respective Classes of the Certificates would be downgraded, qualified (if
applicable) or withdrawn as a result thereof; (ii) a written acceptance of all
future obligations of the Special Servicer under this Agreement, executed by the
designated Person; and (iii) an Opinion of Counsel (at the expense of the Person
designated to become the Special Servicer or at the expense of the Majority
Certificateholder that made the designation) to the effect that the designation
of such Person to serve as Special Servicer is in compliance with this SECTION
3.23, that upon the execution and delivery of the written acceptance referred to
in the immediately preceding CLAUSE (II), the designated Person shall be bound
by the terms of this Agreement and that this Agreement shall be enforceable
against the designated Person in accordance with its terms. The existing Special
Servicer shall be deemed to have resigned simultaneously with such designated
Person's becoming the Special Servicer hereunder; provided, however, that (i)
the terminated Special Servicer shall continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the effective
date of such resignation, whether in respect of Servicing Advances or otherwise,
(ii) if it was terminated without cause, it shall be entitled to a portion of
certain Workout Fees thereafter received on the Corrected Mortgage Loans (but
only if and to the extent permitted by SECTION 3.11(C)), and (iii) it and its
directors, officers, employees and agents shall continue to be entitled to the
benefits of SECTION 6.03, notwithstanding any such resignation. Such terminated
Special Servicer shall cooperate with the Trustee and the replacement Special
Servicer in effecting the termination of its responsibilities and rights
hereunder, including, without limitation, the transfer within two Business Days
to the replacement Special Servicer for administration by it of all cash amounts
that shall at the time be or should have been credited by the terminated Special
Servicer to the REO Account or delivered to the Primary Servicer or that are
thereafter received by the terminated Special Servicer with respect to Specially
Serviced Mortgage Loans and REO Properties.
Anything to the contrary in the foregoing paragraph notwithstanding,
so long as Bank of America NT&SA (or any of its Affiliates) is the holder of the
Certificates evidencing a majority interest in the Controlling Class, it shall
not terminate Banc One as the Special Servicer. If Bank of America NT&SA or any
of its Affiliates should sell such Certificates in the Controlling Class, such
that neither Bank of America NT&SA nor any of its Affiliates is a holder of such
Certificates in the Controlling Class, then this provision shall cease to apply
and the new Holder of Certificates evidencing a majority interest in the
Controlling Class will not be required to retain Banc One as the Special
Servicer.
SECTION 3.23A Termination of the Primary Servicer.
If, in the course of its oversight and supervision of the Primary
Servicer, the Master Servicer determines, in its reasonable judgment, that the
Primary Servicer is not servicing the Mortgage Loans in accordance with the
Servicing Standard, or is otherwise in breach of the Primary Servicer's
obligations under this Agreement, then the Master Servicer may, with notice to
the Trustee and the Primary Servicer, recommend to the Trustee the termination
of the Primary Servicer for cause. If the Trustee, in its reasonable judgment,
concurs with Master Servicer's recommendation, it shall designate a proposed
replacement Primary Servicer. In making such judgment the Trustee may conduct
and rely conclusively upon the vote of Certificateholders representing a
majority of the Voting Rights voting. If the Trustee does not agree with the
Master Servicer's recommendation, then the Master Servicer may resign
unconditionally, and Bank of America NT&SA will become the Master Servicer if at
that time (i) Bank of America NT&SA is rated as a Master Servicer by the Rating
Agencies, and (ii) the Rating Agencies state in writing that having Bank of
America NT&SA as the Master Servicer will not result in the withdrawal,
downgrade, or qualification of the rating of any of the Certificates, or, if the
preceding clauses (i) and (ii) are not satisfied, another Person satisfying the
preceding clauses (i) and (ii) and in accordance with Section 3.23 and the next
sentence shall be designated by the Trustee. The designated replacement shall
become the Primary Servicer as of the date the Trustee shall have received the
three items set for in (i), (ii) and (iii) of SECTION 3.23, substituting the
word "Primary" for the word "Special." The existing Primary Servicer shall be
deemed to have resigned simultaneously with such designated replacement's
becoming the Primary Servicer under the Pooling Agreement, and the replacement
Primary Servicer shall not succeed to the initial Primary Servicer's exclusive
rights with respect to modifications, waivers, amendments and consents under
SECTIONS 3.20 AND 3.08.
SECTION 3.24 Confidentiality.
The Primary Servicer and the Special Servicer shall each keep
confidential and shall not disclose to any Person other than each other, the
Depositor, the Trustee, the Master Servicer and the Rating Agencies, without the
related Sub-Servicer's prior written consent, any information which it obtains
in its capacity as Primary Servicer or Special Servicer with regard to the
Sub-Servicer (other than the name of the Sub-Servicer) or the Mortgage Loans or
any related Mortgagor including, without limitation, credit information with
respect to any such Mortgagor (collectively, "CONFIDENTIAL INFORMATION"), except
(i) to the extent that it is appropriate for the Primary Servicer to do so in
working with legal counsel, auditors, taxing authorities or other governmental
authorities, (ii) to the extent required by this Agreement or any Sub-Servicing
Agreement, (iii) to the extent such information is otherwise publicly available,
(iv) to the extent such disclosure is required by law or (v) to the extent such
information is required to be delivered to third parties (including, without
limitation, property inspectors, tax service companies, insurance carriers, and
data systems vendors) in connection with the performance of the Primary
Servicer's or the Special Servicer's obligations hereunder. For purposes of this
paragraph, the terms "PRIMARY SERVICER" and "SPECIAL SERVICER" shall mean the
divisions or departments of such corporate entities involved in providing
services hereunder and their respective officers, directors and employees, and
shall not include any other divisions or departments, or any Affiliates, of the
Primary Servicer or Special Servicer (including without limitation any investor
in any of the Certificates and any such division, department or Affiliate
engaged in the origination of, or investment in, commercial or multifamily
mortgage loans), all of which shall be regarded as Persons not entitled to
Confidential Information. Notwithstanding anything in this SECTION 3.24 to the
contrary, the Primary Servicer, and any Sub-Servicer with the prior written
permission of the Primary Servicer, may disseminate general statistical
information relating to the Mortgage Loan portfolio being serviced (as to any
Sub-Servicer, limited to its own subserviced portfolio), so long as no
Mortgagors are identified.
SECTION 3.25 No Solicitation of Prepayments.
Neither the Primary Servicer nor the Special Servicer shall solicit
or permit any Affiliate to solicit, either directly or indirectly, prepayments
from any Mortgagors under the Mortgage Loans; provided however, that the
foregoing restriction shall not be interpreted to prohibit such solicitation by
a division or department of, or an Affiliate of, the Primary Servicer or the
Special Servicer if such solicitation occurs incidentally in the normal course
of business and such solicitation is not conducted, in whole or in part, (i) by
an individual engaged at any time in activities relating to the servicing of
Mortgage Loans or (ii) based upon or otherwise with the benefit of any
information obtained by or through the Primary Servicer or Special Servicer or
from documentation relating to the Certificates, including without limitation
any listing of the Mortgage Loans or related Mortgagors or Mortgaged Properties.
Each Sub-Servicing Agreement shall contain a provision identical to the
foregoing with respect to the related Sub-Servicer.
SECTION 3.26 Certain Matters with Respect to Franchise Loans and
Certain Loans Permitting Additional Debt.
(a) To the extent that the terms of a Mortgage relating to a hotel
or restaurant franchise permit the lender thereunder the right to consent to the
change of the franchise association (or "flag") of the related hotel or
restaurant, as the case may be, and subject to the Servicing Standard, the
Special Servicer shall not so consent unless each Rating Agency shall have
confirmed to it in writing that such change will not result in the downgrade,
qualification (if applicable) or withdrawal of the rating of any Class of
Certificates.
(b) To the extent that the terms of Mortgage Loan documents permit
the related Mortgagor, subsequent to the Closing Date, to incur additional debt
secured by the Mortgaged Property and condition such incurrence of additional
debt on lender's consent or the execution of a standstill agreement in form and
substance satisfactory to the lender and subject to the Servicing Standard, the
Special Servicer shall not consent or so approve the form and substance of such
standstill agreement unless each Rating Agency shall have confirmed to it in
writing that the form and substance of such standstill agreement is satisfactory
to such Rating Agency and that the execution and delivery of such a standstill
agreement with respect to such additional debt will not result in the downgrade,
withdrawal or qualification (if applicable) of any Class of Certificates.
SECTION 3.27 Year 2000 Compliance.
Each of the Primary Servicer, the Master Servicer and the Special
Servicer covenants that by August 31, 1999, any custom-made software or hardware
designed or purchased or licensed by it and used by it in the course of the
operation or management of, or the compiling, reporting or generation of, data
required by this Agreement will not contain any deficiency (x) in the ability of
such software or hardware to identify correctly or perform calculations or other
processing with respect to dates after December 31, 1999, or (y) that would
cause such software or hardware to be fit no longer for the purpose for which it
was intended by reason of the changing of the date from 1999 to 2000.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS
SECTION 4.01 Distributions on the Certificates.
(a) On each Distribution Date, the Trustee shall determine:
(i) the Available Distribution Amount for such Distribution
Date, before taking into account the limitation on P&I Advances
set forth in Section 4.03;
(ii) the Base Principal Distribution Amount for such
Distribution Date;
(iii) the Class A-1V Pass-Through Rate and the Pass-Through
Rates of each Class of Subordinated Principal Balance
Certificates;
(iv) the Remittance Rate and Uncertificated Principal
Balance or Class Notional Amount of each Class of Uncertificated
Regular Interests;
(v) whether any of the following events (each, a "TRIGGER
EVENT") shall have occurred and be continuing, namely that (x)
the aggregate Stated Principal Balance, as of such Distribution
Date or any previous Distribution Date, of Mortgage Loans with
payments remaining unpaid 60 days or more after their Due Dates
as of the related Determination Date shall have equaled or
exceeded 2.5% of the aggregate Certificate Balance of the
Principal Balance Certificates immediately prior to such
Distribution Date, and on no subsequent Distribution Date shall
the percentage of such delinquent Mortgage Loans have been less
than 1.0% of the then aggregate Certificate Balance of the
Principal Balance Certificates, or (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the preceding
Distribution Date shall be less than a percentage of the Initial
Pool Balance equal to 25% plus all Realized Losses incurred on
the Mortgage Loans prior to the related Determination Date,
expressed as a percentage of the Initial Pool Balance (the
"REALIZED LOSS PERCENTAGE"), but only if such Realized Loss
Percentage shall exceed 2.5% of the Initial Pool Balance;
(vi) whether Step-Down Payment Rules apply, which rules
shall apply if and only if (x) such Distribution Date shall be on
or after the Step-Down Date and prior to the Accelerated Recovery
Period and (y) no Trigger Event shall have occurred and be
continuing;
(vii) if Step-Down Payment Rules apply, (x) the minimum
credit enhancement for the Senior Certificates for such
Distribution Date (the "SENIOR MINIMUM CREDIT SUPPORT AMOUNT"),
equal to the greater of (A) the Step-Down Credit Support
Percentage for the Senior Certificates times the aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution
Date and (B) 1% of the Initial Pool Balance, and (y) the minimum
credit enhancement for each Class of Subordinated Certificates
for such Distribution Date (the "SUBORDINATED MINIMUM CREDIT
SUPPORT AMOUNT" for each such Class) equal, in each case, to the
greater of (A) the Step-Down Credit Support Percentage for such
Class times the aggregate Stated Principal Balance of the
Mortgage Loans as of such Distribution Date and (B) 1% of the
Initial Pool Balance;
(viii) the amount of overcollateralization for the preceding
Distribution Date, which amount for any Distribution Date (the
"OVERCOLLATERALIZATION AMOUNT" for such Distribution Date) is
equal to the difference between the aggregate Stated Principal
Balance of the Mortgage Loans as of such Distribution Date and
the aggregate Certificate Balance of the Principal Balance
Certificates after taking into account all distributions of
principal on such Distribution Date;
(ix) the Principal Distribution Amount for the Senior
Certificates (the "SENIOR PRINCIPAL DISTRIBUTION AMOUNT") for
such Distribution Date, equal to an amount, not to exceed the
aggregate Certificate Balance of the Senior Certificates, equal
(i) prior to the Step-Down Date or when any Trigger Event has
occurred and is continuing, to the Base Principal Distribution
Amount, and (ii) at all other times, to the excess of (a) the
aggregate Certificate Balance of the Senior Certificates
immediately prior to such Distribution Date over (b) the lesser
of (x) 68.50% of the aggregate Stated Principal Balance of the
Mortgage Loans immediately after such Distribution Date and (y)
the Stated Principal Balance of the Mortgage Loans immediately
after such Distribution Date less 1% of the Initial Pool Balance;
(x) the portion of the Senior Distribution Amount for such
Distribution Date allocable to the Class A-1V Certificates (the
"CLASS A-1V PRINCIPAL DISTRIBUTION AMOUNT" for such Distribution
Date), equal to an amount, not to exceed the aggregate
Certificate Balance of the Class A-1V Certificates immediately
prior to such Distribution Date, equal to the lesser of (x) the
Senior Principal Distribution Amount for such Distribution Date
and (y) the sum of (A) the excess, if any, of the aggregate
Certificate Balance of the Class A-1V Certificates immediately
prior to such Distribution Date over the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 2 as of
such Distribution Date and (B) the excess, if any, of the Senior
Principal Distribution Amount (less the amount in clause (A) of
this SECTION 4.01(A)(X)) over the aggregate Certificate Balance
of the Fixed Rate Senior Certificates immediately prior to such
Distribution Date;
(xi) the portion of the Senior Principal Distribution Amount
for such Distribution Date allocable to the Fixed Rate Senior
Certificates (the "FIXED RATE SENIOR PRINCIPAL DISTRIBUTION
AMOUNT" for such Distribution Date), equal to an amount, not to
exceed the aggregate Certificate Balance of the Fixed Rate Senior
Certificates immediately prior to such Distribution Date, equal
to the excess, if any, of the Senior Principal Distribution
Amount for such Distribution Date over the Class A-1V Principal
Distribution Amount for such Distribution Date;
(xii) the portion of the Fixed Rate Senior Principal
Distribution Amount for such Distribution Date allocable to the
Class A-6 Certificates prior to distribution to other Fixed Rate
Senior Certificates (the "PRIMARY CLASS A-6 PRINCIPAL
DISTRIBUTION AMOUNT" for such Distribution Date), equal to the
product, not to exceed the Fixed Rate Senior Principal
Distribution Amount, of (x) the ratio of the aggregate
Certificate Balance of the Class A-6 Certificates to the
aggregate Certificate Balance of all Fixed Rate Senior
Certificates immediately prior to such Distribution Date and (y)
a percentage (the "PRIMARY CLASS A-6 PERCENTAGE") equal to (A)
0%, to and including the Distribution Date in June 2001, (B) 45%,
for Distribution Dates in months from July 2001 to and including
May 2003, (C) 80%, for Distribution Dates in months from June
2003 to and including May 2004, (D) 100%, for Distribution Dates
in months from June 2004 to and including May 2005, and (E) 300%
for all subsequent Distribution Dates.
(xiii) the Principal Distribution Amount for each Class of
the Subordinated Certificates (the "SUBORDINATED PRINCIPAL
DISTRIBUTION AMOUNT" for such Class) for such Distribution Date,
equal to an amount, not to exceed the aggregate Certificate
Balance of such Class of Subordinated Certificates, equal (i)
prior to the Step-Down Date or when any Trigger Event has
occurred and is continuing, to the Base Distribution Amount less
the Certificate Balance immediately prior to such Distribution
Date of the Senior Certificates and any more senior Class of
Subordinated Certificates, and (ii) at all other times, to an
amount (not to exceed the Base Principal Distribution Amount for
such Distribution Date less the portion thereof allocated to more
senior Classes of Certificates as the Senior Principal
Distribution Amount for the Senior Certificates and the
Subordinated Principal Distribution Amount for more senior
Classes of Subordinated Certificates for such Distribution Date)
equal to the excess, if any, of (a) the aggregate Certificate
Balance of the Senior Certificates and of the Subordinated
Certificates of such Class and any Class senior to such Class,
immediately after application of the Senior Principal
Distribution Amount or Subordinated Principal Distribution
Amount, as applicable, to any such more senior Class on such
Distribution Date over (b) the lesser of (x) a percentage of the
aggregate Stated Principal Balance of the Mortgage Loans
immediately after such Distribution Date equal to 100% less the
Step-Down Credit Support Percentage for such Class and (y) the
Stated Principal Balance of the Mortgage Loans immediately after
such Distribution Date less 1% of the Initial Pool Balance;
(xiv) the P&I Advances for such Distribution Date pursuant
to Section 4.04(a), as set forth in the Advance Requirement
Report, and determined by (x) determining the Available
Distribution Amount for such Distribution Date, but assuming that
no P&I Advances are made with respect to Past Grace Period Loans,
(y) determining the distributions that would be made to
Certificateholders under the priorities set forth in Section
4.01(c) based on such preliminary Available Distribution Amount,
and (z) including as P&I Advances in the final Available
Distribution Amount for such Distribution Date only P&I Advances
relating to Within Grace Period Loans, and such portion of
proposed P&I Advances with respect to Past Due Period Loans as
necessary to pay interest in full with respect to Classes of
Principal Balance Certificates other than the then most
subordinate Class of Principal Balance Certificates and the Class
X Certificates;
(xv) the Excess Interest and Excess Cash Flow for such
Distribution Date, as determined pursuant to SECTION 4.01(E), and
the portion of Excess Cash Flow to be applied to principal of the
Principal Balance Certificates and reimbursement of Servicing
Advances, as determined pursuant to SECTION 4.01(E); and
(xvi) the Available Distribution Amount, determined based on
the P&I Advances for such Distribution Date.
(b) On each Distribution Date, amounts held in the REMIC I
Distribution Account shall be withdrawn to the extent of the Available
Distribution Amount, net of any amount distributed to the Class R Certificates
pursuant to Section 4.01(c)(xvii) (such amount, the "REMIC I DISTRIBUTION
Amount") in the case of all Classes of REMIC I Regular Interests and distributed
on the REMIC I Regular Interests as set forth herein. The distribution to the
Class R Certificates pursuant to Section 4.01(c)(xvii) (the "CLASS R
DISTRIBUTION AMOUNT" for such Distribution Date) shall be deemed a distribution
on the Class R-I Residual Interest. Thereafter, the REMIC I Distribution Amount
shall be considered to be held in the REMIC II Distribution Account until
distributed in respect of the REMIC II Regular Interests. On each Distribution
Date, amounts held in the REMIC II Distribution Account (the "REMIC II
DISTRIBUTION AMOUNT") shall be withdrawn in the case of all Classes of REMIC II
Regular Interests and distributed on the REMIC II Regular Interests as set forth
herein. Thereafter, such amounts shall be considered to be held in the REMIC III
Distribution Account until distributed in respect of the REMIC III Regular
Interests. On each Distribution Date, amounts held in the REMIC III Distribution
Account (the "REMIC III DISTRIBUTION AMOUNT") shall be withdrawn in the case of
all Classes of REMIC III Regular Interests and distributed on the REMIC III
Regular Interests as set forth herein. Thereafter, such amounts shall be
considered to be held in the REMIC IV Distribution Account until distributed in
respect of the REMIC IV Regular Interests. On each Distribution Date, amounts
held in the REMIC IV Distribution Account (the "REMIC IV DISTRIBUTION AMOUNT")
shall be withdrawn in the case of all Classes of REMIC IV Regular Interests and
distributed on the REMIC IV Regular Interests as set forth herein. Thereafter,
such amounts shall be considered to be held in the Grantor Trust Distribution
Account until distributed to the Certificateholders.
(i) Principal amounts, rates of interest, reimbursement of
Realized Losses and Additional Trust Fund Expenses and timing of
distributions on each REMIC IV Regular Interest (other than the
Class UX1 and Class UX2 Uncertificated Interests) will be
identical to such amounts, rates, reimbursements and timing on
the related Corresponding Certificates, except that, solely for
this purpose, all calculations of interest with respect to the
Corresponding REMIC IV Regular Interests shall be made as though
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-1V, Class B, Class C, Class D, Class E, Class F and
Class G Certificate Pass-Through Rates were equal to the lesser
of the actual Pass-Through Rates for such Certificates and the
Weighted Average Adjusted Net Mortgage Rate; provided that
interest shall be distributed on such REMIC IV Regular Interests
only to the extent actually distributed on such related
Certificate. The Class UX1 Regular Interest will be entitled to
the Uncertificated Distributable Interest for such Class as the
amount of interest accrued and ultimately payable thereon, but
will be deemed to receive current distributions in an amount
equal to the sum of (A) any distribution on the Class X
Certificates, and (B) any distribution of Additional Amounts and
Interest Carryovers made on such Distribution Date with respect
to the Principal Balance Certificates (such sum, the "CLASS UX
ALLOCATION"), but not in excess of the difference between all
interest accrued on the Class UX1 Uncertificated Interest since
the Cut-off Date and all amounts previously distributed on the
Class UX1 Uncertificated Interest. The Class UX2 Regular Interest
will be entitled to the Uncertificated Distributable Interest for
such Class as the amount of interest accrued and ultimately
payable thereon, but will be deemed to have received
distributions in an amount equal to the difference between the
Class UX Allocation and the amount distributed with respect to
the Class UX1 Regular Interest. Accordingly, interest shortfalls
for the Class X Certificates will be allocated first to the Class
UX2 Uncertificated Interest and then to the Class UX1
Uncertificated Interest, and interest deferred on the Class X
Certificates due to application of Excess Cash Flow to pay
principal of the Principal Balance Certificates will be deferred
on the Class UX1 Uncertificated Interest and the Class UX2
Uncertificated Interest, taken first from any remaining interest
due to the Class UX2 Uncertificated Interest after taking into
account current interest shortfalls, and second to any remaining
interest due the Class UX1 Uncertificated Interest. Any
distribution to the Class X Certificates from the Base Principal
Distribution Amount rather than from Excess Cash Flow will
represent a distribution of deferred interest first to the Class
UX1 Uncertificated Interest to the extent of prior reductions
pursuant to the preceding sentence, then to the Class UX2
Uncertificated Interest. All such interest shortfalls, deferrals
of interest and distributions of deferred interest from the Base
Principal Distribution Amount, to the extent allocable to the
Class UX-1 Uncertificated Interest, shall be allocable to each
Component based on the interest accrued thereon at its Component
Pass-Through Rate.
(ii) Any amount that remains in the REMIC IV Distribution
Account on each Distribution Date after distribution of the REMIC
IV Distribution Amount shall be distributed to the Holders of the
Class R Certificates as a distribution on the Class R-IV Interest
(but only to the extent of the Available Distribution Amount for
such Distribution Date remaining in the REMIC IV Distribution
Account, if any).
(iii) Principal amounts, rates of interest, reimbursement of
Realized Losses and Additional Trust Fund Expenses and timing of
distributions on each REMIC III Regular Interest will be
identical to such amounts, rates, reimbursements and timing on
the related Corresponding REMIC IV Regular Interests, except
that, solely for this purpose, all calculations of interest with
respect to the Corresponding REMIC III Regular Interests shall be
made as though the Class UA1, Class UA2, Class UA3, Class UA4,
Class UA5, Class UA6, Class UA1V, Class UB, Class UC, Class UD,
Class UE, Class UF and Class UG Remittance Rates were equal to
the Weighted Average Adjusted Net Mortgage Rate and as though the
Class UX1 Notional Amount were zero at all times, such that the
rates of interest and timing of interest distributions on each
Corresponding REMIC III Regular Interest represent the aggregate
of the corresponding amounts on each Corresponding REMIC IV
Regular Interest and its related Component of the Class UX1
Uncertificated Interest; provided that interest shall be
distributed on each such REMIC III Regular Interest only to the
extent actually distributable on such related REMIC IV Regular
Interest or related Component, including interest shortfalls,
interest deferrals, and distributions of deferred interest in
respect of the Class UX1 Uncertificated Interest and allocable to
each Component in proportion to the interest accrued on such
Component as set forth in clause (i). Amounts distributed in
respect of the Class MX Uncertificated Interest, and application
of interest shortfalls, interest deferrals and distributions of
deferred interest, will correspond to such amounts applicable to
the Class UX2 Uncertificated Interest as set forth in clause (i).
(iv) Any amount that remains in the REMIC III Distribution
Account on each Distribution Date after distribution of the REMIC
III Distribution Amount shall be distributed to the Holders of
the Class R Certificates as a distribution on the Class R-III
Interest (but only to the extent of the Available Distribution
Amount for such Distribution Date remaining in the REMIC III
Distribution Account, if any).
(v) Principal amounts, rates of interest, reimbursement of
Realized Losses and Additional Trust Fund Expenses and timing of
distributions on each REMIC II Regular Interest will be
determined as follows:
(A) Distributions of principal on each Distribution Date
will be made in an amount equal to distributions of the
Available Distribution Amount in respect of the Base
Principal Distribution Amount for such Distribution
Date;
(B) Realized Losses and Additional Trust Fund Expenses will
be applied to reduce the aggregate Uncertificated
Principal Balances of the Class L2T1, Class L2T2 and
Class L2T3 Regular Interests in the amount of the
excess on each Distribution Date, after taking into
account all distributions of principal on such Classes
on such Distribution Date, of the aggregate principal
balance of such Classes over the aggregate Stated
Principal Balance of the Mortgage Loans as of such
Distribution Date.
(C) Distributions of principal and allocation of Realized
Losses shall be pro rata as between the Class L2T1
Uncertificated Interest, on the one hand, and the Class
L2T2 and Class L2T3 Uncertificated Interests, on the
other.
(D) The respective Uncertificated Principal Balances of the
Class L2T2 and Class L2T3 Uncertificated Interests will
be adjusted, through a combination of allocation of
principal distributions and Realized Losses allocated
to such Classes, and through the withholding of
interest from one Class (and corresponding increase in
the Uncertificated Principal Balance thereof) to pay
down the Uncertificated Principal Balance of the other,
such that the principal balance of Class L2T2
Uncertificated Interest shall at all times equal the
aggregate Certificate Balance of all Principal Balance
Certificates divided by 100, and the Uncertificated
Principal Balance of the Class L2T3 Uncertificated
Interest shall at all times equal the sum of the Stated
Principal Balance of the Mortgage Loans plus the
Overcollateralization Amount, such sum to be divided by
100.
(E) Interest on all Classes of REMIC II Regular Interests
(other than the Class L2T1N, Class L2T2N, Class L2T3N
Uncertificated Interests) shall accrue at the REMIC II
Non-IO Remittance Rate on their respective principal
balances, and shall accrue on the L2T1N, Class L2T2N,
Class L2T3N Uncertificated Interests at the REMIC II IO
Remittance Rate on their respective Class Notional
Amounts. Any interest shortfalls for such Distribution
Date will be allocated first to the Class L2T1N, Class
L2T2N and Class L2T3N Uncertificated Interests pro
rata, and thereafter to the other Classes of REMIC II
Regular Interests pro rata.
(vi) Any amount that remains in the REMIC II Distribution
Account on each Distribution Date after distribution of the REMIC
II Distribution Amount shall be distributed to the Holders of the
Class R Certificates as a distribution on the Class R-II Interest
(but only to the extent of the Available Distribution Amount for
such Distribution Date remaining in the REMIC II Distribution
Account, if any).
(vii) Principal amounts, rates of interest, reimbursement of
Realized Losses and Additional Trust Fund Expenses and timing of
distributions on each REMIC I Regular Interest will be identical
to such amounts, rates, reimbursements and timing on the related
Corresponding REMIC II Regular Interests, except that, solely for
this purpose, all calculations of interest with respect to the
Corresponding REMIC I Regular Interests shall be made at the
Weighted Average Adjusted Net Mortgage Rate and as though the
Class Notional Amount for each of the Class L2T1N, Class L2T2N
and Class L2T3N Regular Interests were zero at all times, such
that the rates of interest and timing of interest distributions
on each Corresponding REMIC I Regular Interest represents the
aggregate of the corresponding amounts on each Corresponding
REMIC II Regular Interest and the Class having a Class Notional
Amount corresponding to the Uncertificated Principal Balance for
such Class; provided that interest shall be distributed on such
REMIC I Regular Interest only to the extent actually
distributable on such Corresponding REMIC II Regular Interest or
corresponding Class Notional Amount.
(viii) Any amount that remains in the REMIC I Distribution
Account on each Distribution Date after distribution of the REMIC
I Distribution Amount shall be distributed to the Holders of the
Class R Certificates as distributions on the Class R-I Interest
(but only to the extent of the Available Distribution Amount for
such Distribution Date remaining in the REMIC I Distribution
Account, if any).
(c) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, the Trustee (x) shall transfer
the REMIC I Distribution Amount from the REMIC I Distribution Account to the
REMIC II Distribution Account in the amounts set forth in SECTION 4.01(B)(VII)
with respect to each Class of REMIC I Regular Interest, and immediately
thereafter, shall transfer the REMIC II Distribution Amount from the REMIC I
Distribution Account to the REMIC III Distribution Account in the amounts set
forth in SECTION 4.01(B)(V) with respect to each Class of REMIC II Regular
Interest, and immediately thereafter, shall transfer the REMIC III Distribution
Amount from the REMIC III Distribution Account to the REMIC IV Distribution
Account in the amounts set forth in SECTION 4.01(B)(III) with respect to each
Class of REMIC III Regular Interests, and immediately thereafter, shall transfer
distributions on the REMIC IV Regular Interests from the REMIC IV Distribution
Account to the Grantor Trust Distribution Account in the amounts set forth in
SECTION 4.01(B)(I) with respect to each Class of REMIC I Regular Interest, (y)
immediately thereafter, shall transfer Prepayment Premiums then to be
distributed to the Grantor Trust Distribution Account, and (z) immediately
thereafter, shall make distributions of amounts from the Grantor Trust
Distribution Account (or, in the case of clause (xvii), from the REMIC I
Distribution Account), to the extent of the REMIC IV Distribution Amount, in the
order of priority set forth in clauses (i) through (xvii) below, satisfying in
full, to the extent required and possible, each priority before making any
distribution with respect to any succeeding priority, and to the extent of
Prepayment Premiums, to the Class P Certificates.
(i) to distributions of interest to the Senior Certificates,
pro rata in accordance with the respective amounts of
Distributable Certificate Interest payable in respect of the
Classes of Senior Certificates, in an amount equal to all
Distributable Certificate Interest in respect of each such Class
of Certificates for such Distribution Date and, to the extent not
previously paid, for all prior Distribution Dates;
(ii) to distributions of principal FIRST to the Holders of
the Class A-1V Certificates up to the Class A-1V Principal
Distribution Amount for such Distribution Date; and SECOND to the
Holders of the Fixed Rate Senior Certificates up to the Fixed
Rate Senior Distribution Amount for such Distribution Date,
allocated first to the Class A-6 Certificates up to the Class A-6
Principal Distribution Amount for such Distribution Date, and
thereafter sequentially to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, and Class A-6 Certificates, in each case
until the Class Principal Balance of such Class has been reduced
to zero;
(iii) to distributions of interest to the Holders of the
Class B Certificates in an amount equal to all Distributable
Certificate Interest in respect of such Class of Certificates for
such Distribution Date and any Fixed Rate Interest Carryovers for
such Class then payable and, to the extent not previously paid,
such amounts for all prior Distribution Dates;
(iv) to distributions of principal to the Holders of the
Class B Certificates, in an amount equal to the Subordinated
Principal Distribution Amount for the Class B Certificates for
such Distribution Date;
(v) to distributions of interest to the Holders of the Class
C Certificates, in an amount equal to all Distributable
Certificate Interest in respect of such Class of Certificates for
such Distribution Date and any Fixed Rate Interest Carryovers for
such Class then payable and, to the extent not previously paid,
such amounts for all prior Distribution Dates;
(vi) to distributions of principal to the Holders of the
Class C Certificates, in an amount equal to the Subordinated
Principal Distribution Amount for the Class C Certificates for
such Distribution Date;
(vii) to distributions of interest to the Holders of the
Class D Certificates, in an amount equal to all Distributable
Certificate Interest in respect of such Class of Certificates for
such Distribution Date and any Fixed Rate Interest Carryovers for
such Class then payable and, to the extent not previously paid,
such amounts for all prior Distribution Dates;
(viii) to distributions of principal to the Holders of the
Class D Certificates, in an amount equal to the Subordinated
Principal Distribution Amount for the Class D Certificates for
such Distribution Date;
(ix) to distributions of interest to the Holders of the
Class E Certificates, in an amount equal to all Distributable
Certificate Interest in respect of such Class of Certificates for
such Distribution Date and any Fixed Rate Interest Carryovers for
such Class then payable and, to the extent not previously paid,
such amounts for all prior Distribution Dates;
(x) to distributions of principal to the Holders of the
Class E Certificates, in an amount equal to the Subordinated
Principal Distribution Amount for the Class E Certificates for
such Distribution Date;
(xi) to distributions of interest to the Holders of the
Class F Certificates, in an amount equal to all Distributable
Certificate Interest in respect of such Class of Certificates for
such Distribution Date and any Fixed Rate Interest Carryovers for
such Class then payable and, to the extent not previously paid,
such amounts for all prior Distribution Dates;
(xii) to distributions of principal to the Holders of the
Class F Certificates, in an amount equal to the Subordinated
Principal Distribution Amount for the Class F Certificates for
such Distribution Date;
(xiii) to distributions of interest to the Holders of the
Class G Certificates, in an amount equal to all Distributable
Certificate Interest in respect of such Class of Certificates for
such Distribution Date and any Fixed Rate Interest Carryovers for
such Class then payable and, to the extent not previously paid,
such amounts for all prior Distribution Dates;
(xiv) to distributions of principal to the Holders of the
Class G Certificates, in an amount equal to the Subordinated
Principal Distribution Amount for the Class G Certificates for
such Distribution Date;
(xv) to the Principal Balance Certificates, up to the amount
of any Excess Cash Flow required to be distributed thereto
pursuant to SECTION 4.01(E);
(xvi) to the Class X Certificates, up to the amount of any
Excess Cash Flow not applied pursuant to CLAUSE (XV) above; and
(xvii) to distribute to the Holders of the Class R
Certificates, in an amount equal to the balance, if any, of the
Available Distribution Amount for such Distribution Date
remaining after the distributions to be made on such Distribution
Date pursuant to clauses (i) through (xvi) above;
provided that, on each Distribution Date coinciding with or following the Senior
Principal Distribution Cross-Over Date, and in any event on the Final
Distribution Date, the payments of principal to be made pursuant to CLAUSE (II)
above will be so made to the Holders of the respective Classes of Senior
Certificates, subject to available funds, up to an amount equal to, and pro rata
as among such Classes in accordance with, the respective then outstanding Class
Principal Balances of such Classes of Certificates, and without regard to the
Principal Distribution Amount for such date; and provided, further, that, on the
Final Distribution Date, the payments of principal to be made pursuant to any of
CLAUSES (IV), (VI), (VIII), (X), (XII) and (XIV) above with respect to any Class
of Principal Balance Certificates, will be so made to the Holders thereof,
subject to available funds, up to an amount equal to the entire then outstanding
Class Principal Balance of such Class of Certificates, and without regard to the
Base Principal Distribution Amount for such date.
(d) For any Distribution Date, the Trustee shall:
(i) determine an amount (the "EXCESS SPREAD" for such
Distribution Date) equal to the excess, if any, of (x) interest
accrued on the Stated Principal Balance of the Mortgage Loans as
of the preceding Distribution Date at the Weighted Average
Adjusted Net Mortgage Rate of the Mortgage Loans immediately
after the preceding Distribution Date, over (y) interest accrued
on the Principal Balance Certificates at their respective
Pass-Through Rates during the related Interest Accrual Periods;
(ii) allocate Excess Spread first to payment of any
outstanding Interest Carryovers as of such Distribution Date,
applied first to any Class A-1V LIBOR Interest Carryover, and
thereafter sequentially to any Fixed Rate Interest Carryovers of
the Subordinated Principal Balance Certificates, in alphabetical
order of Class designations; and
(iii) determine an amount (the "EXCESS INTEREST" for such
Distribution Date) equal to the difference between the Excess
Spread for such Distribution Date and the amount thereof applied
to Interest Carryovers pursuant to the preceding clause (ii), net
of any Net Aggregate Prepayment Interest Shortfalls, and plus any
Net Aggregate Prepayment Interest Excesses, allocated thereto in
accordance with the definition of "Distributable Certificate
Interest".
Such Excess Spread, Interest Carryovers and Excess Interest shall be calculated
based on interest accrued on the Mortgage Loans and Certificates, and without
regard to interest actually received on the Mortgage Loans or paid on the
Certificates.
(e) On each Distribution Date, the Trustee will determine an amount
(the "EXCESS CASH FLOW" for such Distribution Date), equal to the portion of the
Available Distribution Amount remaining after all distributions thereof on such
Distribution Date pursuant to SECTIONS 4.01(C)(I) - (XIV). Excess Cash Flow will
be applied:
(i) first, as a payment of principal of the Principal
Balance Certificates, to the extent of any reduction in the
Stated Principal Balance of the Mortgage Loans due to Realized
Losses or reimbursement of nonrecoverable P&I Advances rather
than receipt or advance of principal payments, except that prior
to the Accelerated Recovery Period, such amount shall not exceed
the amount by which (A) the sum of the aggregate Certificate
Balance of all Principal Balance Certificates plus the OC Target
for such Distribution Date exceeds (B) the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution
Date, such principal to be allocated among the Principal Balance
Certificates on the same basis as used to determine the
respective Principal Distribution Amounts for such Classes;
(ii) second, to reimburse, in sequence, the Fiscal Agent,
the Trustee, the Master Servicer, the Primary Servicer and the
Special Servicer, in that order of priority for any outstanding
Servicing Advances, together with any interest accrued thereon;
and
(iii) third, so long as the Excess Cash Flow Release Test is
not satisfied (whether before or after the Step-Down Date), to
pay principal to the Principal Balance Certificates until the
Excess Cash Flow Release Test is satisfied, such principal to be
allocated among the Principal Balance Certificates on the same
basis as used to determine the respective Principal Distribution
Amounts for such Classes.
(f) The test for release of Excess Cash Flow to the Class X
Certificates (the "EXCESS CASH FLOW RELEASE TEST") will be satisfied if, after
taking into account all distributions in respect of principal of the Principal
Balance Certificates on such Distribution Date, (i) the Overcollateralization
Amount equals or exceeds the OC Target on such Distribution Date, (ii) the sum
of the aggregate Certificate Principal Balance of the Subordinated Certificates
and the Overcollateralization Amount equals or exceeds the Senior Minimum Credit
Support for such Distribution Date and (iii) the sum, with respect to each Class
of Subordinated Certificates, of the aggregate Class Principal Balance of all
Certificates subordinate to such Class and the Overcollateralization Amount
equals or exceeds the Subordinated Minimum Credit Support Amount for such Class
for such Distribution Date. If the Excess Cash Flow Release Test is satisfied
after taking into account other distributions of principal on such Distribution
Date (including any distribution of Excess Cash Flow necessary to satisfy such
Excess Cash Flow Release Test) any remaining Excess Cash Flow will be
distributed to holders of the Class X Certificates pursuant to SECTION
4.01(C)(XVI), but not in an amount in excess of the difference between all
Excess Spread accrued since the Cut-off Date less all prior distributions to the
Class X Certificates. Any remaining Excess Cash Flow shall be distributed to the
Class R Certificates pursuant to SECTION 4.01(B)(XVII).
(g) Any Prepayment Premiums (whether described in the related
Mortgage Loan documents as a fixed prepayment premium or a yield maintenance
amount) actually collected with respect to a Mortgage Loan or REO Loan during
any particular Collection Period will be distributed on the related Distribution
Date to Holders of the Class P Certificates.
(h) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise provided below, all such distributions with respect to each Class of
Certificates on each Distribution Date shall be made to the Certificateholders
of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the
account of any such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five Business Days
prior to the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent Distribution Dates), or
otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register. The final distribution on each Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate)
will be made in like manner, but only upon presentation and surrender of such
Certificate at the Corporate Trust Office or such other location specified in
the notice to Certificateholders of such final distribution. Any distribution
that is to be made with respect to a Certificate in reimbursement of a Realized
Loss or Additional Trust Fund Expense previously allocated thereto, which
reimbursement is to occur after the date on which such Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Certificateholder that surrendered such Certificate
as such address last appeared in the Certificate Registrar or to any other
address of which the Trustee was subsequently notified in writing.
(i) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor, the Master Servicer, the Primary Servicer,
the Special Servicer or the REMIC Administrator shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.
(j) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund in respect of their Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates. Distributions in reimbursement of
Realized Losses and Additional Trust Fund Expenses previously allocated to a
Class of Certificates shall not constitute distributions of principal and shall
not result in a reduction of the related Class Principal Balance.
(k) Except as otherwise provided in SECTION 9.01, whenever the
Trustee expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to such
Class of Certificates) will be made on the next Distribution Date, the Trustee
shall, as soon as practicable in the month in which such Distribution Date
occurs, mail to each Holder of such Class of Certificates as of the date of
mailing a notice to the effect that:
(i) the Trustee expects that the final distribution with
respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of
such Certificates at the Corporate Trust Office or such other
location therein specified, and
(ii) no interest shall accrue on such Certificates from and
after such Distribution Date.
Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this SECTION 4.01(K) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such steps
to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(k). If all of the Certificates
shall not have been surrendered for cancellation by the second anniversary of
the delivery of the second notice, the Trustee shall distribute to the Class R
Certificateholders (in respect of the Class R-IV Residual Interest) all
unclaimed funds and other assets which remain subject hereto and the Trustee
shall have no further obligation or liability therefor.
(l) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders. Such amounts shall be deemed to have been distributed to
such Certificateholders for all purposes of this Agreement.
SECTION 4.02 Statements to Certificateholders; Certain Reports
by the Master Servicer, the Primary Servicer and
the Special Servicer.
(a) On each Distribution Date, the Trustee shall provide or make
available, either in electronic format or by first-class mail to each Holder
(and, if it shall have certified to the Trustee as to its Ownership Interest in
a Class of Book-Entry Certificates, each Certificate Owner) of the Principal
Balance Certificates and to the Rating Agencies a statement (a "DISTRIBUTION
DATE STATEMENT"), substantially in the form contemplated on PAGES B-1 through
B-11 of the Prospectus Supplement, as to the distributions made on such
Distribution Date setting forth:
(i) the amount of the distribution, if any, on such
Distribution Date to the Holders of each Class of Principal
Balance Certificates in reduction of the Class Principal Balance
thereof;
(ii) the amount of the distribution, if any, on such
Distribution Date to the Holders of each Class of Principal
Balance Certificates allocable to Distributable Certificate
Interest and the amount of the distribution, if any, on such
Distribution Date to the Holders of each Class of Principal
Balance Certificates;
(iii) the Available Distribution Amount for such
Distribution Date;
(iv) the aggregate amount of P&I Advances (both as to those
within any applicable grace period and those which are beyond any
applicable grace period, together with the aggregate amount of
delinquencies) and other Servicing Advances made in respect of
the immediately preceding Distribution Date;
(v) the aggregate Stated Principal Balance of the Mortgage
Pool outstanding immediately before and immediately after such
Distribution Date;
(vi) the number, aggregate principal balance, weighted
average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Pool as of the end of the Collection Period
for the immediately preceding Distribution Date;
(vii) as of the related Determination Date, the number,
aggregate unpaid principal balance and specific identification
(by loan number) of Mortgage Loans (A) delinquent 30-59 days, (B)
delinquent 60-89 days, (C) delinquent 90 or more days, and (D)
current but specially serviced or in foreclosure but not a REO
Property, together with a statement as to Transfer Event, the
status of the Mortgage Loan, and the Special Servicer's action
plan and loss estimates;
(viii) with respect to any REO Property included in the
Trust Fund as of the end of the Collection Period for such
Distribution Date, the principal balance of the Mortgage Loan as
of the date such Mortgage Loan became delinquent;
(ix) the Accrued Certificate Interest in respect of each
Class of Principal Balance Certificates for such Distribution
Date and Interest Carryover;
(x) the aggregate amount of Distributable Certificate
Interest payable in respect of each Class of Principal Balance
Certificates on such Distribution Date, including, without
limitation, any Distributable Certificate Interest remaining
unpaid from prior Distribution Dates and Interest Carryover;
(xi) any unpaid Distributable Certificate Interest in
respect of each Class of Principal Balance Certificates after
giving effect to the distributions made on such Distribution Date
and Interest Carryover;
(xii) the Pass-Through Rate and the Uncapped Pass-Through
Rate for each Class of Principal Balance Certificates for such
Distribution Date;
(xiii) the Principal Distribution Amount for such
Distribution Date, separately identifying the respective
components of such amount;
(xiv) the aggregate of all Realized Losses incurred during
the related Collection Period and all Additional Trust Fund
Expenses incurred during the related Collection Period;
(xv) the Certificate Balance, of each Class of Principal
Balance Certificates outstanding immediately before and
immediately after such Distribution Date, separately identifying
any reduction therein due to the allocation of Realized Losses
and Additional Trust Fund Expenses on such Distribution Date;
(xvi) The Excess Cash Flow and the Overcollateralization
Amount for such Distribution Date;
(xvii) the Certificate Factor for each Class of Principal
Balance Certificates immediately following such Distribution
Date;
(xviii) the aggregate amount of servicing fees paid to the
Primary Servicer, the Master Servicer and the Special Servicer,
collectively and separately, during the related Collection
Period; and
(xix) a brief description of any material waiver,
modification or amendment of any Mortgage Loan entered into by
the Primary Servicer or Special Servicer pursuant to SECTION 3.08
or SECTION 3.20 during the related Collection Period.
Any item of information disclosed to the Trustee by the Primary
Servicer pursuant to SECTION 3.19(A) since the preceding Distribution Date (or,
in the case of the initial Distribution Date, since the Closing Date) shall be
made available with the Distribution Date Statement.
In the case of information furnished pursuant to CLAUSES (I), (II),
(IX) and (X) and (II) above, the amounts shall be expressed as a dollar amount
in the aggregate for all Certificates of each applicable Class and per Single
Certificate. Except with respect to the Certificate Factor (required to be
reported by CLAUSE (XVII) above), financial information reported by the Trustee
to the Certificateholders pursuant to this SECTION 4.02 shall be expressed as a
dollar amount rounded to the nearest whole cent. Absent actual knowledge of an
error therein, the Trustee shall have no obligation to recompute, recalculate or
verify any information provided to it by the Primary Servicer or the Special
Servicer. The calculations by the Trustee contemplated by this SECTION 4.02
shall, in the absence of manifest error, be presumptively deemed to be correct
for all purposes hereunder.
The Trustee shall be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Distribution Date Statement and may affix
thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).
On each Distribution Date, the Trustee shall also provide or make
available, either in electronic format or by first-class mail, to such
Certificateholders and Certificate Owners and to the Rating Agencies, a report
(based on information received from the Primary Servicer, the Master Servicer
and Special Servicer) containing, as and to the extent received from the Primary
Servicer, the Master Servicer and Special Servicer, information regarding the
Mortgage Pool as of the close of business on the related Determination Date,
which report shall contain substantially the categories of information regarding
the Mortgage Loans set forth in Annex A to the Prospectus Supplement
(calculated, where applicable, on the basis of the most recent relevant
information provided by the Mortgagors to the Primary Servicer, Master Servicer,
or the Special Servicer and by the Primary Servicer, Master Servicer, or the
Special Servicer, as the case may be, to the Trustee).
In addition, the Trustee shall provide or make available, to the
extent prepared by the Special Servicer, either in electronic format or by
first-class mail, to such Certificateholders and Certificate Owners and to the
Rating Agencies, at the same time that the Distribution Date Statement is
delivered thereto, each (i) Delinquent Loan Status Report, (ii) REO Status
Report, (iii) Special Servicer Loan Status Report (it being understood that a
separate Special Servicer Loan Status Report shall not be necessary if the
equivalent information is provided in the foregoing or other CSSA reports
delivered by the Master Servicer), (iv) Historical Loss Estimate Report, and (v)
Historical Loan Modification Report (such five reports, the "SERVICER Reports")
that has been received by the Trustee from the Special Servicer since the prior
Distribution Date. Additionally, the Trustee shall also be required to provide
or make available, either in electronic format or by first-class mail, the
Servicer Reports to any potential investor in the Certificates who requests such
reports in writing.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was a Holder of a Principal Balance Certificate a statement
containing the information as to the applicable Class set forth in CLAUSES (I)
and (II) above of the description of Distribution Date Statement, aggregated for
such calendar year or applicable portion thereof during which such Person was a
Certificateholder, together with such other information as the Trustee
determines to be necessary to enable Certificateholders to prepare their tax
returns for such calendar year. Such obligation of the Trustee shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Code as
from time to time are in force.
Upon filing with the IRS, the REMIC Administrator shall furnish to
the Holders of the Class R Certificates the Form 1066 and shall furnish their
respective Schedules Q thereto for each of the Trust REMICs at the times
required by the Code or the IRS, and shall provide from time to time such
information and computations with respect to the entries on such forms as any
Holder of the Class R Certificates may reasonably request.
The Trustee shall make available each month, the Distribution Date
Statement and the Servicer Reports to any Certificateholder or owner of an
Ownership Interest in a Certificate or any Person identified to the Trustee by
any such Certificateholder or owner as a prospective transferee of a Certificate
or any interest therein, the Rating Agencies, the underwriters of the
Certificates and to any of the parties to this Agreement (collectively,
"PRIVILEGED PERSONS") via the Trustee's Website with the use of a password
provided by the Trustee to such Person upon receipt by the Trustee from such
Person of a certification in the form attached as Exhibit G or Exhibit H;
provided, however, that the Rating Agencies, and the parties hereto are not
required to provide such information. In addition, the Trustee shall also make
Mortgage Loan information as presented in the CSSA loan setup file and the CSSA
Loan Periodic Update File format available each month to any Privileged Person
via the Trustee's Website. For investors that have obtained an account number on
the Trustee's Automatic Statements Accessed by Phone ("ASAP") System, the
Distribution Date Statement or a summary report of bond factors may be obtained
from the Trustee via automated facsimile by placing a telephone call to (714)
282-5518 and following the voice prompts to request "statement number 413."
Account numbers on the ASAP System may be obtained by calling the same telephone
number and following the voice prompts for obtaining account numbers.
Separately, bond factor information may be obtained from the Trustee by calling
(800) 246-5761. In addition, if the Depositor so directs the Trustee, and on
terms acceptable to the Trustee, the Trustee will make available through its
electronic bulletin board system, on a confidential basis, certain information
related to the Mortgage Loans. The bulletin board is located at (714) 282-3990.
Investors that have an account on the bulletin board may retrieve the loan level
data file for each transaction in the directory. An account number may be
obtained by typing "new" upon logging into the bulletin board. A directory has
been set up on the bulletin board in which an electronic file is stored
containing monthly servicer data. All files are compressed before being put into
the directory and are password protected. Passwords to each file will be
released by the Trustee. Banc One will maintain on its website "bomcm.com"
certain information relating to Mortgage Loans, accessible user name and by
password to Persons approved by the Trustee.
(b) (1) On that date which is one (1) Business Day after the related
Determination Date, not later than 1:00 p.m., New York City time, the Special
Servicer shall deliver the following five (5) reports (the "Servicer Reports"),
if any, to the Master Servicer, in writing or on a computer-readable medium, in
form reasonably acceptable to the Master Servicer:
(A) a Delinquent Loan Status Report;
(B) an REO Status Report;
(C) a Historical Loss Estimate Report;
(D) a Special Servicer Loan Status Report (it being understood
that a separate Special Servicer Loan Status Report shall not be necessary if
the equivalent information has been included in the foregoing or other reports);
and,
(E) a Historical Loan Modification Report.
(2) On that date which is two (2) Business Days after the related
Determination Date, no later than 1:00 p.m., New York City time, the Primary
Servicer shall simultaneously deliver the preliminary CSSA Loan Periodic Update
File (as defined in Section 4.02(b)(3) below) both to the Master Servicer and to
the Trustee.
In the event that the Primary Servicer and the Master Servicer data
files are due on the same day, and only in such event, then the Primary Servicer
shall provide the preliminary CSSA Loan Periodic Update File (as defined in
SECTION 4.02(B)(3) below), no later than 8:00 p.m., New York City time, on the
first Business Day after the related Determination Date.
(3) On that date which is two (2) Business Days before the related
Distribution Date, no later than 11:00 a.m., New York City time, the Master
Servicer shall deliver or cause to be delivered to the Trustee, and as requested
to the Special Servicer, the Primary Servicer and each Rating Agency, in writing
and on a computer-readable medium in form reasonably acceptable to the Trustee,
a single report setting forth the information specified in CLAUSES (I) through
(XV) below, except for the sales per square foot with respect to all retail
Mortgaged Properties, which shall be reported quarterly (the amounts and
allocation of payments, collections, fees and expenses with respect to Specially
Serviced Mortgage Loans and REO Properties to be based upon the Servicer
Reports) (the "CSSA LOAN PERIODIC UPDATE FILE")
(i) the aggregate amount that is to be transferred from the
Certificate Account to the Distribution Account on the related
Master Servicer Remittance Date that is allocable to principal on
or in respect of the Mortgage Loans and any REO Loans, separately
identifying the aggregate amount of any Principal Prepayments
included therein, and (if different) the Principal Distribution
Amount for the immediately succeeding Distribution Date;
(ii) the aggregate amount that is to be transferred from the
Certificate Account to the Distribution Account on the related
Master Servicer Remittance Date that is allocable to (A) interest
on or in respect of the Mortgage Loans and any REO Loans and (B)
Prepayment Premiums;
(iii) the aggregate amount of any P&I Advances (specifying
the principal and interest portions thereof separately) to be
made pursuant to SECTION 4.03 of this Agreement that were made in
respect of the immediately preceding Distribution Date;
(iv) the amount of the Master Servicing Fees, Primary
Servicing Fees, Special Servicing Fees, Workout Fees, Liquidation
Fees and other servicing compensation with respect to the
Mortgage Pool for the Collection Period ending on such
Determination Date, specifying the items and amounts of such
other servicing compensation payable to the Master Servicer, the
Primary Servicer, the Special Servicer and any Sub-Servicers
retained by each;
(v) the number and aggregate unpaid principal balance as of
the close of business on the last day of the most recently ended
calendar month of Mortgage Loans in the Mortgage Pool (A)
remaining outstanding, (B) delinquent 30-59 days, (C) delinquent
60-89 days, (D) delinquent 90 days or more but not in foreclosure
and (E) in foreclosure; and the number and aggregate unpaid
principal balance as of the close of business on such
Determination Date of Mortgage Loans in the Mortgage Pool (x) as
to which the related Mortgaged Property has become REO Property
during the Collection Period ending on such Determination Date,
(y) as to which the related Mortgaged Property was REO Property
as of the end of such Collection Period and (z) the terms of
which have been modified during such Collection Period pursuant
to this Agreement;
(vi) the loan number and the unpaid principal balance as of
the close of business on such Determination Date of each
Specially Serviced Mortgage Loan and each other Defaulted
Mortgage Loan;
(vii) with respect to any REO Property that was included in
the Trust Fund as of the close of business on such Determination
Date, the loan number of the related Mortgage Loan, the book
value of such REO Property and the amount of REO Revenues and
other amounts, if any, received on such REO Property during the
related Collection Period and the portion thereof included in the
Available Distribution Amount for the immediately succeeding
Distribution Date;
(viii) with respect to any Mortgage Loan as to which the
related Mortgaged Property became an REO Property during the
Collection Period ending on such Determination Date, the loan
number of such Mortgage Loan and the Stated Principal Balance of
such Mortgage Loan as of the related Acquisition Date;
(ix) with respect to any Mortgage Loan or REO Property as to
which a Final Recovery Determination was made by the Primary
Servicer during the Collection Period ending on such
Determination Date, the loan number of such Mortgage Loan or, in
the case of an REO Property, of the related Mortgage Loan, the
amount of Liquidation Proceeds and/or other amounts, if any,
received thereon during such Collection Period and the portion
thereof included in the Available Distribution Amount for the
immediately succeeding Distribution Date, and any resulting
Realized Loss;
(x) the aggregate Stated Principal Balance of the Mortgage
Pool outstanding immediately before and immediately after such
Distribution Date;
(xi) the aggregate amount of Realized Losses on the Mortgage
Pool for the Collection Period ending on such Determination Date
(and the portions allocable to principal and interest);
(xii) the aggregate amount of the Additional Trust Fund
Expenses (broken down by type) withdrawn from the Certificate
Account during the Collection Period ending on such Determination
Date;
(xiii) subject to the terms of this Agreement, and to the
extent provided by the related Mortgagors, information with
respect to occupancy rates for all Mortgaged Properties, sales
per square foot with respect to all retail Mortgaged Properties,
and capital expenditures and capital reserve balances with
respect to all Mortgaged Properties, in each case in the format
of the Mortgage Loan Schedule;
(xiv) such other information on a Mortgage Loan-by-Mortgage
Loan or REO Property-by-REO Property basis as the Trustee or the
Depositor shall reasonably request in writing (including, without
limitation, information with respect to any modifications of any
Mortgage Loan, any Mortgage Loans in default or foreclosure, the
operation and disposition of REO Property and the assumption of
any Mortgage Loan); and
(xv) a brief description of any material waiver,
modification or amendment of any Mortgage Loan entered into by
the Primary Servicer or Special Servicer pursuant to this
Agreement during the related Collection Period.
(4) On that date which is one (1) Business Day before the
Distribution Date, no later than noon, New York City time, the Master Servicer
shall deliver the Servicer Reports to the Trustee, and as requested to the
Special Servicer, the Primary Servicer and each Rating Agency, in writing and on
a computer-readable medium, in a form reasonably acceptable to the Trustee.
Not later than the first Business Day of the calendar month
following each Primary Servicer Remittance Date, the Primary Servicer shall
forward to the Master Servicer and the Trustee a statement, setting forth the
status of the Certificate Account as of the close of business for the end of the
second preceding calendar month, showing the aggregate of deposits into and
withdrawals from the Certificate Account for each category of deposit specified
in SECTION 3.04(A) and each category of withdrawal specified in SECTION 3.05(A).
The Primary Servicer shall also deliver to the Trustee, upon reasonable request
of the Trustee, any and all additional information relating to the Mortgage
Loans (which information shall be based upon reports delivered to the Master
Servicer by the Primary Servicer, with respect to Non-Specially Serviced
Mortgaged Loans, and the Special Servicer with respect to Specially Serviced
Mortgage Loans and REO Properties).
Commencing with the calendar year ended December 31, 1999, solely
with respect to Mortgaged Loans having a then-outstanding Principal Balance of
$1,000,000.00 or more, following the end of each calendar year, within 90 days
of receipt by the Primary Servicer, as to Non-Specially Serviced Mortgage Loans,
and within 45 days after receipt by the Special Servicer, as to Specially
Serviced Mortgaged Loans, of any annual operating statements and rent rolls with
respect to any Mortgaged Property or REO Property, the Primary Servicer or the
Special Servicer, as applicable, will, based upon such operating statements and
rent rolls prepare an underwritten cash flow analysis (or, if previously
prepared, update) the written analysis of the operations (an "OPERATING
STATEMENT ANALYSIS REPORT"), and the Special Servicer or Primary Servicer, as
applicable, shall remit each Operating Statement Analysis Report prepared by it
or the related data fields, together with the underlying operating statements
and rent rolls, to each other in an electronic format reasonably acceptable to
each other. All Operating Statement Analysis Reports shall be maintained by the
Primary Servicer with respect to each Mortgaged Property and REO Property, and
upon request the Primary Servicer shall forward copies thereof to the Master
Servicer, the Trustee, the Rating Agencies, the Directing Certificateholder and
any Certificateholder or, to the extent the Trustee or a Certificate Owner has
confirmed its ownership interest in the Certificates held thereby, such
Certificate Owner, together with the related operating statement and rent rolls.
The Primary Servicer shall maintain an Operating Statement Analysis Report with
respect to each Mortgaged Property and REO Property as to which it is required
to prepare an Operating Statement Analysis Report. Those operating statements
and rent rolls which are required to be collected under SECTION 3.12(B) between
that period beginning ninety (90) days after the Closing Date and ending on
December 31, 1999 for the fiscal year ended December 31, 1998 or fiscal years
ending during 1999 will be held and aggregated with those operating statements
and rent rolls which are required to be collected commencing in the year 2000
for the fiscal year ending December 31, 1999, for purposes of analysis and
delivery of the Operating Statement Analysis Report. Each such Operating
Statement Analysis Report shall be substantially in the form of EXHIBIT K
attached hereto (or, at the discretion of the Primary Servicer (provided that no
less information is provided than is set forth in EXHIBIT K, in a CSSA format).
Each Operating Statement Analysis Report shall be prepared using the standard
CSSA normalization methodology as in effect from time to time.
For Mortgage Loans having a then-outstanding Principal Balance
between $250,000.00 and $999,999.99, the Primary Servicer or the Special
Servicer, as applicable, will be required to make reasonable efforts to collect
such operating statements and rent rolls. Neither the Primary Servicer nor the
Master Servicer, however, shall have any duty or obligation to analyze or report
with respect to such collected data.
The Primary Servicer shall cooperate with the Special Servicer and
provide the Special Servicer with the information in the possession of the
Primary Servicer reasonably requested by the Special Servicer, in writing, to
the extent required to allow the Special Servicer to perform its obligations
under this Agreement with respect to those Mortgage Loans serviced by the
Special Servicer.
To the extent the statements, rent rolls, reports and information
(or portions thereof) to be delivered by the Primary Servicer under this SECTION
4.02(B) are derived from underlying information to be delivered to the Primary
Servicer by the Special Servicer, the Primary Servicer shall not be liable for
any failure to deliver such statement, report or information (or portion
thereof) on the prescribed dates, to the extent such failure is caused by the
Special Servicer's failure to deliver such underlying information in a timely
manner. Absent actual knowledge to the contrary, the Primary Servicer may
conclusively rely on any such information forwarded to it by the Special
Servicer and shall have no obligation to verify the same.
SECTION 4.03 P&I Advances.
(a) Not later than the close of business on the Business Day before
each Primary Servicer Remittance Date, the Trustee shall advise the Primary
Servicer, the Special Servicer and the Master Servicer, by telephone, confirmed
by facsimile transmission, based on the preliminary CSSA Loan Periodic Update
File delivered by the Primary Servicer to the Master Servicer and the Trustee
under SECTION 4.02(B)(2), the dollar amount of P&I Advances required to be made
by the Primary Servicer and the Special Servicer by noon on the related Primary
Servicer Remittance Date (such report, the "ADVANCE REQUIREMENT REPORT"). On
each Primary Servicer Remittance Date at such time, the Primary Servicer, as to
Mortgage Loans which are not Specially Serviced Mortgage Loans as of the related
Determination Date, and the Special Servicer, as to Specially Serviced Mortgage
Loans and REO Loans as of such Determination Date, shall remit to the Master
Servicer an amount equal to the aggregate amount of P&I Advances, if any, to be
made in respect of the related Distribution Date, as set forth in the Advance
Requirement Report. The Primary Servicer may either (i) remit from its own
funds, (ii) apply amounts held in the Certificate Account for future
distribution to Certificateholders in subsequent months in discharge of any such
obligation to make P&I Advances , or (iii) make such P&I Advances in the form of
any combination of (i) and (ii) aggregating the total amount of such P&I
Advances to be made. The Special Servicer shall remit P&I Advances from its own
funds. If Late Collections of any of the delinquent principal and/or interest in
respect of which the Primary Servicer or the Special Servicer is to make P&I
Advances on any Primary Servicer Remittance Date are on deposit in the
Certificate Account, and such Late Collections are attributable to payments due
during any applicable grace period, then the Primary Servicer shall use such
Late Collections (net of any Primary Servicing Fees, Liquidation Fees and
Workout Fees payable therefrom) to make such Advances, which P&I Advances will
be deemed reimbursed when made. If such Late Collections are attributable to
payments due after the expiration of any grace period, however, then such Late
Collections (net of any Primary Servicing Fees, Liquidation Fees and Workout
Fees payable therefrom) shall be used to make such P&I Advances only in an
aggregate amount equal to the total P&I Advances for Past Grace Period Loans.
Any further Late Collections shall be treated as recoveries of amounts not
advanced, and will remain in the Certificate Account pending distribution to
Certificateholders the following month. Any amounts held in the Certificate
Account by the Primary Servicer for future distribution and so used to make P&I
Advances (other than the Late Collections of the delinquent principal and/or
interest contemplated by the preceding sentence) shall be appropriately
reflected in the Primary Servicer's records and replaced by the Primary Servicer
by deposit in the Certificate Account on or before the next succeeding
Determination Date (to the extent not previously replaced through the deposit of
Late Collections of the delinquent principal and/or interest in respect of which
such P&I Advances were made). If, on the Primary Servicer Remittance Date,
either the Primary Servicer or the Special Servicer has not remitted, and the
Master Servicer has not received, any P&I Advances required to be made by such
party on such date pursuant to this SECTION 4.03(A), then the Master Servicer
shall provide notice of such failure to a Servicing Officer of the defaulting
Primary Servicer or Special Servicer as soon as possible, but in any event
before 3:00 p.m., New York City time, on the Primary Servicer Remittance Date.
If, after such notice, the Master Servicer does not receive the full amount of
such P&I Advances from the Primary Servicer or the Special Servicer, as
applicable, by the close of business (New York City time) on the Primary
Servicer Remittance Date, then unless the Master Servicer determines that such
P&I Advance would be a Nonrecoverable P&I Advance if made, such failure shall
constitute an Event of Default on the part of the Primary Servicer or the
Special Servicer, as applicable, and the Master Servicer shall be obligated to
deposit such P&I Advances into the Distribution Account from its own funds. If
the Master Servicer fails to so deposit P&I Advances into the Distribution
Account on the Master Servicer Remittance Date, then the Trustee or the Fiscal
Agent shall make, by 1:00 p.m. on the Distribution Date or in any event by such
time as shall be required in order to make the required distribution on such
Distribution Date, the P&I Advances that were required to be, but were not, made
by the Master Servicer on such Master Servicer Remittance Date and (ii) such
failure shall constitute an Event of Default on the part of the Master Servicer.
With regard to P&I Advances, the Primary Servicer, the Special
Servicer, the Master Servicer, the Trustee or the Fiscal Agent shall account for
that part of the P&I Advances which is attributable to Past Grace Period Loans,
and that part of the P&I Advances which is attributable to Within Grace Period
Loans.
In the event the Trustee fails to deliver the Advance Requirement
Report at or prior to the required time for delivery, the Primary Servicer or
the Special Servicer, as applicable, should (and shall, if such Advance
Requirement Report is received too late to remit P&I Advances in a timely
fashion on the basis of such report), remit the full amount of P&I Advances as
required by SECTION 4.03(B), but without the proviso thereto. In such event, the
Trustee shall then treat actual P&I Advances as having been received and shall
promptly remit the excess back to the Primary Servicer and/or Special Servicer,
as applicable, to the extent that the delinquency would only result in a
shortfall in interest payable to the Class X Certificates or the then most
subordinate class of Principal Balance Certificates, and remit promptly any
balance remaining back to the Fiscal Agent, the Trustee, the Master Servicer,
the Primary Servicer and the Special Servicer in that order of priority. Such
excess balance shall accrue Advance Interest until remitted back to the
appropriate Person. If the Trustee fails to provide the Advance Requirement
Report, the Primary Servicer shall notify the Special Servicer of the required
P&I Advance by noon, New York City time, on the Primary Servicer Remittance
Date, and the Special Servicer shall remit the required P&I Advance to the
Master Servicer by 1:00 p.m., New York City time.
(b) The aggregate amount of P&I Advances to be made in respect of
the Mortgage Loans (including, without limitation, Balloon Mortgage Loans
delinquent as to their respective Balloon Payments) and any REO Loans for any
Distribution Date shall equal, subject to SUBSECTION (C) below, the aggregate of
all Monthly Payments (other than Balloon Payments) and any Assumed Monthly
Payments, in each case net of related Primary Servicing Fees and Workout Fees
payable hereunder, that were due or deemed due, as the case may be, in respect
thereof on their respective Due Dates in the related Due Period and that were
not paid by or on behalf of the related Mortgagors or otherwise collected as of
the close of business on the second Business Day prior to the Primary Servicer
Remittance Date, provided that notwithstanding anything herein contained to the
contrary, the Primary Servicer, the Special Servicer, the Master Servicer, the
Trustee or the Fiscal Agent shall make a P&I Advance of any payment with respect
to a Past Grace Period Loan other than the Class X Certificates and the then
most subordinate class of Principal Balance Certificates.
(c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance, and related interest
at the Reimbursement Rate, would, if made, constitute a Nonrecoverable P&I
Advance. In addition, Nonrecoverable P&I Advances shall be reimbursable pursuant
to SECTION 3.05(A) out of general collections on the Mortgage Pool on deposit in
the Certificate Account. The determination by the Primary Servicer, the Special
Servicer, the Master Servicer or, if applicable, the Trustee or the Fiscal Agent
that it has made a Nonrecoverable P&I Advance or that any proposed P&I Advance,
and related interest at the Reimbursement Rate, if made, would constitute a
Nonrecoverable P&I Advance, shall be evidenced by an Officer's Certificate
delivered promptly to the Trustee (or, if applicable, retained thereby), the
Depositor, the Master Servicer and the Rating Agencies, setting forth the basis
for such determination, together with (if such determination is prior to the
liquidation of the related Mortgage Loan or REO Property) a copy of an Appraisal
of the related Mortgaged Property or REO Property, as the case may be, which
shall have been performed within the twelve months preceding such determination,
and further accompanied by any other information that the Primary Servicer or
the Special Servicer may have obtained and that supports such determination. The
Trustee shall deliver such Officer's Certificate as soon as practicable after
its determination that such P&I Advance would be nonrecoverable. If such an
Appraisal shall not have been required and performed pursuant to the terms of
this Agreement, the Primary Servicer or the Special Servicer, as the case may
be, may, subject to its reasonable and good faith determination that such
Appraisal will demonstrate the nonrecoverability of the related Advance, obtain
an Appraisal for such purpose at the expense of the Trust. The Trustee, the
Fiscal Agent and the Master Servicer shall be entitled to rely on any
determination of nonrecoverability that may have been made by the Primary
Servicer or the Special Servicer with respect to a particular P&I Advance, and
the Primary Servicer shall be entitled to rely on any determination of
nonrecoverability that may have been made by the Special Servicer with respect
to a particular P&I Advance. The Primary Servicer within one (1) Business Day of
its receipt thereof, shall remit to the Special Servicer any Late Collections or
other payments (and reasonable supporting documentation) for which the Special
Servicer had previously advanced.
(d) As and to the extent permitted by SECTION 3.05(A), the Primary
Servicer, the Special Servicer, the Master Servicer, the Trustee and the Fiscal
Agent shall each be entitled to receive interest at the Reimbursement Rate in
effect from time to time, accrued on the amount of each P&I Advance made thereby
(out of its own funds), to the extent that such P&I Advance relates to a Past
Grace Period Loan when made, or remains outstanding when such Mortgage Loan
becomes a Past Grace Period Loan, in which case such interest shall begin to
accrue when such Mortgage Loan becomes a Past Grace Period Loan, for so long as
such P&I Advance is outstanding (or, in the case of Advance Interest payable to
the Primary Servicer, if earlier, until the Late Collection of the delinquent
principal and/or interest in respect of which such P&I Advance was made has been
received by the Primary Servicer or any of its Sub-Servicers). Such interest
will be offset against, and shall reduce, Default Interest payable to the
Special Servicer or the Primary Servicer as provided in SECTION 3.11, and be
paid: first, out of any Related Proceeds received in respect of the related
Mortgage Loan to the extent such Related Proceeds exceed principal and interest
due on the Mortgage Loans, SECOND, to the extent such P&I Advance remains
outstanding as of any Determination Date, out of the Certificate Account to the
extent the amount of such P&I Advances, if not reimbursed, would be paid as
interest to the Class X Certificates or the most subordinate Class of Principal
Balance Certificates. As and to the extent provided by SECTION 3.05(A), the
Primary Servicer shall reimburse itself, the Master Servicer, the Trustee, the
Special Servicer or the Fiscal Agent, as appropriate, for any P&I Advance and
interest at the Reimbursement Rate made thereby as soon as practicable after
funds available for such purpose are deposited in the Certificate Account;
provided, however, in no event shall interest accrue in accordance with this
SECTION 4.03(D) on any P&I Advance as to which the corresponding Late Collection
had been received as of the related date on which such P&I Advance was made.
SECTION 4.04 Allocation of Realized Losses and Additional Trust
Fund Expenses.
(a) On each Distribution Date, following the distributions to be
made to the Certificateholders on such date pursuant to SECTION 4.01(B), the
Trustee shall determine the amount, if any, by which (i) the then aggregate
Certificate Principal Balance of the Principal Balance Certificates, exceeds
(ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class G, Class F, Class E, Class
D, Class C and Class B Certificates shall be reduced sequentially, in that
order, in each case, until such excess or the related Class Principal Balance is
reduced to zero (whichever occurs first). If, after the foregoing reductions,
the amount described in CLAUSE (I) of the second preceding sentence still
exceeds the amount described in CLAUSE (II) of the second preceding sentence,
then the respective Class Principal Balances of the Senior Certificates shall be
reduced, pro rata in accordance with the relative sizes of the then outstanding
Class Principal Balances of such Classes of Certificates, until such excess or
each such Class Principal Balance is reduced to zero (whichever occurs first).
Such reductions in the Class Principal Balances of the respective Classes of the
Principal Balance Certificates shall be deemed to be allocations of Realized
Losses and Additional Trust Fund Expenses, to the extent not covered by
reductions in distributions of interest pursuant to the allocations set forth in
SECTION 4.01(B). Any such reductions shall be final, and no distribution of
principal in respect of any Realized Losses or Additional Trust Fund Expenses
shall thereafter be made notwithstanding that there may be Excess Cash Flow on
future Distribution Dates or that such Excess Cash Flow may be released to
Holders of the Class X Certificates.
(b) With respect to any Distribution Date, any Realized Losses or
Additional Trust Fund Expenses allocated pursuant to SECTION 4.04(A) with
respect to such Distribution Date shall reduce the Uncertificated Principal
Balances of the Uncertificated Regular Interests as a write-off in accordance
with the allocation values of Sections 4.01(b)(i), (ii), (v) and (vii)].
SECTION 4.05 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall determine
LIBOR on the basis of the British Bankers' Association "Interest Settlement
Rate" for one-month deposits in U.S. dollars as found on Telerate page 3750 as
of 11:00 A.M. London time on such LIBOR Determination Date. As used herein,
"Telerate page 3750" means the display designated as page 3750 on the Dow Jones
Telerate Service. If such rate does not appear on Telerate Page 3750, the rate
for that date will be determined on the basis of the rates at which one-month
United States dollars are offered by the Reference Banks at approximately 11:00
a.m., London time, on that day to prime banks in the London interbank market.
The 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 for that date will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for that date
will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Servicer, at approximately 11:00 a.m., New York City time, on
that day for one-month loans in United States dollars to leading European banks.
(b) The Class A-1V Pass-Through Rate applicable to the then current
and the immediately preceding Class A-1V Accrual Period may be obtained by any
Class A-1V Certificateholder, by telephoning the Trustee at its Corporate Trust
Office at a telephone number to be identified by the Trustee in the monthly
Distribution Date Statement provided by the Trustee to the Certificateholders.
(c) On each LIBOR Determination Date, the Trustee shall send to the
Servicer by facsimile notification of LIBOR for the following Class A-1V Accrual
Period.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The Certificates.
(a) The Certificates will be substantially in the respective forms
annexed hereto as EXHIBITS A-1 THROUGH AND INCLUDING A-16; provided that any of
the Certificates may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with SECTION 5.03 beneficial ownership interests in the
Principal Balance Certificates and Class X Certificates shall initially be held
and transferred through the book-entry facilities of the Depository. The
Principal Balance Certificates will be issuable in denominations corresponding
to initial Certificate Principal Balances or Class Notional Amount, as the case
may be, as of the Closing Date of not less than $100,000 (or, with respect to
the Senior Certificates, $10,000 and, with respect to the Class X Certificates,
$1,000,000) and any whole dollar denomination in excess thereof; provided,
however, that a single Certificate of each Class thereof may be issued in a
different denomination. The Residual Certificate will be issuable only in a
denomination representing the entire Class. With respect to any Certificate or
any beneficial interest in a Certificate, the "DENOMINATION" thereof shall be
(i) the amount (a) set forth on the face thereof or, (b) set forth on a schedule
attached thereto or (c) in the case of any beneficial interest in a Book-Entry
Certificate, the interest of the related Certificate Owner in the applicable
Class of Certificates as reflected on the books and records of the Depository or
related Participants, as applicable, (ii) expressed in terms of initial
Certificate Balance or initial Class Notional Amount, as applicable, and (iii)
be in an authorized denomination, as set forth above. The Book-Entry
Certificates will be issued as one or more certificates registered in the name
of a nominee designated by the Depository, and Certificate Owners will hold
interests in the Book-Entry Certificates through the book-entry facilities of
the Depository in the minimum Denominations and aggregate Denominations as set
forth in the above. No Certificate Owner of a Book-Entry Certificate of any
Class thereof will be entitled to receive a Definitive Certificate representing
its interest in such Class, except as provided in SECTION 5.03 herein. Unless
and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will
be maintained and transferred on the book-entry records of the Depository and
Depository Participants, and all references to actions by Holders of such Class
of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures and,
except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in
accordance with the Depository's procedures.
(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee in its capacity as trustee hereunder by an
authorized officer. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers of the Trustee shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication;
provided that the Certificates issued on the Closing Date shall, in any event,
be dated the Closing Date.
(c) Any Definitive Certificates shall be printed, typewritten,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any securities
exchange on which any of the Certificates may be listed, or as may, consistently
herewith, be determined by the officers executing such Certificates, as
evidenced by their execution thereof.
SECTION 5.02 Registration of Transfer and Exchange of
Certificates.
(a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar
(located as of the Closing Date at 135 South LaSalle, Suite 1625, Chicago,
Illinois 60674) may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trustee is hereby initially appointed (and hereby agrees to
act in accordance with the terms hereof) as Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Trustee may appoint, by a written instrument delivered
to the Depositor, the Primary Servicer, the Master Servicer, the Special
Servicer and the REMIC Administrator, any other bank or trust company to act as
Certificate Registrar under such conditions as the predecessor Certificate
Registrar may prescribe, provided that the Trustee shall not be relieved of any
of its duties or responsibilities hereunder as Certificate Registrar by reason
of such appointment. If the Trustee resigns or is removed in accordance with the
terms hereof, the successor trustee shall immediately succeed to its
predecessor's duties as Certificate Registrar. The Depositor, the Primary
Servicer, the Master Servicer, the Special Servicer and the REMIC Administrator
shall have the right to inspect the Certificate Register or to obtain a copy
thereof at all reasonable times, and to rely conclusively upon a certificate of
the Certificate Registrar as to the information set forth in the Certificate
Register. Subject to the last sentence of SECTION 5.03(B), upon request, the
Trustee shall promptly inform, or cause the Certificate Registrar to inform, the
Master Servicer, the Primary Servicer or the Special Servicer, as applicable, of
the identity of all Certificateholders of the Controlling Class.
Subject to the last sentence of SECTION 5.03(B), if three or more
Certificateholders (hereinafter referred to as "applicants") apply in writing to
the Trustee, and such application states that the applicants desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, afford such
applicants access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If the Trustee is no longer the
Certificate Registrar and such a list is as of a date more than 90 days prior to
the date of receipt of such applicants' request, the Trustee shall promptly
request from the Certificate Registrar a current list as provided above, and
shall afford such applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
(b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer (other than one by the
Depositor to an Affiliate thereof) is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then
either: (i) the Certificate Registrar shall require that the transferee deliver
to the Certificate Registrar an investment representation letter (the
"INVESTMENT REPRESENTATION LETTER") substantially in the form of Exhibit B
attached hereto, which Investment Representation Letter shall certify, among
other things, that the transferee is an institutional "accredited investor" as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act (an "INSTITUTIONAL ACCREDITED INVESTOR") or a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act (a "QUALIFIED
INSTITUTIONAL Buyer"), and the Certificate Registrar may also require that the
transferee deliver to the Certificate Registrar an Opinion of Counsel if such
transferee is not a Qualified Institutional Buyer or (ii) if the certifications
described in the preceding clause (i) cannot be provided, (a) the Certificate
Registrar shall require an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar and the Depositor that such transfer may be made pursuant
to an exemption, describing the applicable exemption and the basis therefor,
from registration or qualification under the Securities Act, applicable state
securities laws and other relevant laws, which Opinion of Counsel shall not be
an expense of the Trust Fund, the Certificate Registrar, the Depositor or the
Trustee and (b) the Certificate Registrar shall require the transferor to
execute a certification in form and substance satisfactory to the Certificate
Registrar setting forth the facts surrounding such transfer; PROVIDED, HOWEVER,
that a transfer of a Non-Registered Certificate of any such Class may be made to
a trust if the transferor provides to the Certificate Registrar and to the
Trustee a certification that interests in such trust may only be transferred
subject to requirements substantially to the effect set forth in this SECTION
5.02. The Primary Servicer will furnish, or cause to be furnished, upon the
request of any Holder of Non-Registered Certificates, to a prospective purchaser
of such Non-Registered Certificates who is a Qualified Institutional Buyer, such
information as is specified in paragraph (d)(4) of Rule 144A with respect to the
Trust Fund, unless, at the time of such request, the entity with respect to
which such information is to be provided is subject to the reporting
requirements of Section 15(d) of the Exchange Act. None of the Depositor, the
Trustee, the Primary Servicer, the Master Servicer, the Special Servicer or the
Certificate Registrar is obligated to register or qualify any Class of
Non-Registered Certificates under the Securities Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the
transfer of any Non-Registered Certificate without registration or
qualification. Any Holder of a Non-Registered Certificate desiring to effect
such a transfer shall, and does hereby agree to, indemnify the Depositor, the
Trustee, the Primary Servicer, the Master Servicer, the Special Servicer and the
Certificate 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.
Unless the Depositor determines otherwise in accordance with applicable law and
the rules and procedures of, or applicable to, the Depository (the "DEPOSITORY
RULES"), transfers of a beneficial interest in a Book-Entry Certificate
representing an interest in a Non-Registered Certificate that is not rated in
one of the top four categories by a nationally recognized statistical rating
organization to (i) an Institutional Accredited Investor will require delivery
in the form of a Definitive Certificate and the Certificate Registrar shall
register such transfer only upon compliance with the foregoing provisions of
this SECTION 5.02(B) or (ii) a Qualified Institutional Buyer may only be
effectuated by means of an "SRO Rule 144A System" approved for such purpose by
the Commission.
(c) With respect to the Subordinated Certificates and the Class P
Certificates, no sale, transfer, pledge or other disposition by any Holder of
any such Certificate shall be made unless the Certificate Registrar shall have
received either (i) a representation letter from the proposed purchaser or
transferee of such Certificate substantially in the form of Exhibit F attached
hereto, to the effect that such proposed purchaser or transferee is not (a) an
employee benefit plan subject to the fiduciary responsibility provisions of
ERISA or Section 4975 of the Code, or a governmental plan (as defined in Section
3(32) of ERISA) subject to any federal, state or local law ("SIMILAR LAW") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (each a "PLAN") or (b) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of
Department of Labor Regulation ss. 2510.3-101), other than (except with respect
to a Residual Certificate) an insurance company using the assets of its general
account under circumstances whereby the purchase and holding of such
Certificates by such insurance company would be exempt from the prohibited
transaction provisions of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60 or (ii) (except with respect to the Class P and Class R
Certificates) if such Certificate is presented for registration in the name of a
purchaser or transferee that is any of the foregoing, an Opinion of Counsel in
form and substance satisfactory to the Certificate Registrar and the Depositor
to the effect that the acquisition and holding of such Certificate by such
purchaser or transferee will not result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the fiduciary responsibility
provisions of ERISA, the prohibited transaction provisions of the Code or the
provisions of any Similar Law, will not constitute or result in a "prohibited
transaction" within the meaning of ERISA, Section 4975 of the Code or any
Similar Law, and will not subject the Trustee, the Certificate Registrar, the
Master Servicer, the Special Servicer, the Underwriter, the Placement Agent or
the Depositor to any obligation or liability (including obligations or
liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in
addition to those set forth in the Agreement. The Certificate Registrar shall
not register the sale, transfer, pledge or other disposition of any such
Certificate unless the Certificate Registrar has received either the
representation letter described in clause (i) above or the Opinion of Counsel
described in clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the
Master Servicer, the Special Servicer, the Primary Servicer, the Trustee, the
Underwriter, the Placement Agent, the Certificate Registrar or and the Trust
Fund. Each Certificate Owner of a Subordinated Certificate shall be deemed to
represent that it is not a Person specified in clauses (a) or (b) above. Any
transfer, sale, pledge or other disposition of any such Certificates that would
constitute or result in a prohibited transaction under ERISA, Section 4975 of
the Code or any Similar Law, or would otherwise violate the provisions of this
SECTION 5.02(C) shall be deemed absolutely null and void ab initio, to the
extent permitted under applicable law.
So long as any of the Class of Certificates remains outstanding, the
Master Servicer will make available, or cause to be made available, upon
request, to any Holder and any Person to whom any such Certificate of any such
Class of Certificates may be offered or sold, transferred, pledged or otherwise
disposed of by such Holder, information with respect to the Master Servicer, the
Special Servicer or the Mortgage Loans necessary to the provision of an Opinion
of Counsel described in this SECTION 5.02(C).
(d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Trustee under CLAUSE (II) below to
deliver payments to a Person other than such Person. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest
in a Residual Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee and
the REMIC Administrator of any change or impending
change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Residual Certificate (other
than in connection with the initial issuance thereof or
the transfer thereof among the Depositor and its
Affiliates), the Certificate Registrar shall require
delivery to it, and shall not register the Transfer of
any Residual Certificate until its receipt of, an
affidavit and agreement substantially in the form
attached hereto as EXHIBIT C-1 (a "TRANSFER AFFIDAVIT
AND AGREEMENT") from the proposed Transferee, in form
and substance satisfactory to the Certificate
Registrar, representing and warranting, among other
things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in the
Residual Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for
any Person that is not a Permitted Transferee, that for
so long as it retains its Ownership Interest in a
Residual Certificate it will endeavor to remain a
Permitted Transferee, and that it has reviewed the
provisions of this SECTION 5.02(D) and agrees to
(C) Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee under CLAUSE (B)
above, if the Certificate Registrar has actual
knowledge that the proposed Transferee is not a
Permitted Transferee, no Transfer of an Ownership
Interest in a Residual Certificate to such proposed
Transferee shall be effected.
(D) Except in connection with the initial issuance of the
Residual Certificates or any transfer thereof among the
Depositor and its Affiliates, each Person holding or
acquiring any Ownership Interest in a Residual
Certificate shall agree (1) to require a Transfer
Affidavit and Agreement from any prospective Transferee
to whom such Person attempts to transfer its Ownership
Interest in such Residual Certificate and (2) not to
transfer its Ownership Interest in such Residual
Certificate unless it provides to the Certificate
Registrar a certificate substantially in the form
attached hereto as EXHIBIT C-2 stating that, among
other things, it has no actual knowledge that such
prospective Transferee is not a Permitted Transferee.
(ii) If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this
Section 5.02(d), then the last preceding Holder of such Residual
Certificate that was in compliance with the provisions of this
SECTION 5.02(D) shall be restored, to the extent permitted by
law, to all rights as Holder thereof retroactive to the date of
registration of such Transfer of such Residual Certificate. None
of the Trustee, the Master Servicer, the Primary Servicer, the
Special Servicer, the REMIC Administrator or the Certificate
Registrar shall be under any liability to any Person for any
registration of Transfer of a Residual Certificate that is in
fact not permitted by this SECTION 5.02(D) or for making any
payments due on such Certificate to the Holder thereof or for
taking any other action with respect to such Holder under the
provisions of this Agreement.
(iii) The REMIC Administrator shall make available to the
Internal Revenue Service and those Persons specified by the REMIC
Provisions all information necessary to compute any tax imposed
as a result of the Transfer of an Ownership Interest in a
Residual Certificate to any Person who is a Disqualified
Organization or a nominee, agent or middleman thereof, including
the information described in Treasury Regulations Sections
1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
inclusions" of such Residual Certificate. The Person holding such
Ownership Interest shall be responsible for the reasonable
compensation of the REMIC Administrator for providing such
information.
(e) Subject to the restrictions on transfer and exchange set forth
in this SECTION 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange. Following a proper request for transfer or exchange, the Certificate
Registrar shall, execute and deliver at such offices or at the office of such
transfer agent, as the case may be, to the transferee (in the case of transfer)
or Holder (in the case of exchange) or send by first class mail (at the risk of
the transferee in the case of transfer or Holder in the case of exchange) to
such address as the transferee or Holder, as applicable, may request, a
Definitive Certificate or Certificates, as the case may require, for a like
aggregate Denomination and in such Denomination or Denominations as may be
requested.
(f) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.
(g) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates. In
addition, in connection with any transfer to an Institutional Accredited
Investor, the transferor shall reimburse the Trust Fund for any costs (including
the cost of the Certificate Registrar's counsel's review of the documents and
any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided herein) incurred by the Certificate Registrar in
connection with such transfer.
(h) Subsequent to the initial issuance of the Certificates, the
Trustee shall be responsible for the preparation of physical Certificates in
connection with any transfer or exchange; provided that the correct form of
Certificate of each Class shall be provided by the Depositor to the Trustee on
diskette on or about the Closing Date. All Certificates surrendered for transfer
and exchange shall be physically canceled by the Certificate Registrar, and the
Certificate Registrar shall hold or destroy such canceled Certificates in
accordance with its standard procedures.
(i) The Certificate Registrar shall be required to provide the
Depositor and the REMIC Administrator with an updated copy of the Certificate
Register on or about January 1 of each year, commencing January 1, 2000, and
shall be required to provide the Depositor, the Master Servicer, the Primary
Servicer, the Special Servicer or the REMIC Administrator with an updated copy
of the Certificate Register at other times promptly upon written request
therefor.
(j) If a Person is acquiring any Non-Registered Certificate or
interest therein as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of a
Book-Entry Certificate, to the Certificate Owner that is transferring such
interest) a certification to the effect that, and such other evidence as may be
reasonably required by the Trustee (or such Certificate Owner) to confirm that,
it has (i) sole investment discretion with respect to each such account and (ii)
full power to make the acknowledgments, representations, warranties,
certification and agreements with respect to each such account as set forth in
SUBSECTIONS (B), (C) and (D), as applicable, of this SECTION 5.02.
SECTION 5.03 Book-Entry Certificates.
(a) The Principal Balance Certificates and the Class X Certificates
shall initially be issued as one or more Certificates registered in the name of
the Depository or its nominee and, except as provided in SUBSECTION (C) below,
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and transfer their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except in the case of transfers to
Institutional Accredited Investors as provided in Section 5.03(f) below and as
provided in SUBSECTION (C) below, shall not be entitled to fully registered,
physical Certificates ("DEFINITIVE CERTIFICATES") in respect of such Ownership
Interests. All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing each such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. Neither the Certificate
Registrar nor the Trustee shall have any responsibility to monitor or restrict
the transfer of Ownership Interests in Certificates through the book-entry
facilities of the Depository. Neither the Trustee nor the Certificate Registrar
shall have any obligation or duty to monitor, determine or inquire as to
compliance with any restriction or transfer imposed under Article V of this
Agreement or under applicable law with respect to any transfer of any
Certificate, or any interest therein, other than to require delivery of the
certification(s) and/or opinions of counsel described in Article V applicable
with respect to changes in registration of record ownership of Certificates in
the Certificate Register except as set forth in SECTION 5.02(D)(I)(C). The
Trustee and the Certificate Registrar shall have no liability for transfers,
including transfers made through the book-entry facilities of the Depository or
between or among Depository participants or Beneficial Owners made in violation
of applicable restrictions.
(b) The Depositor, the Mortgage Loan Seller, the Trustee, the Master
Servicer, the Special Servicer, the Primary Servicer, the REMIC Administrator
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.
If any party hereto requests from the Depository a list of the Depository
Participants in respect of any Class or Classes of the Book-Entry Certificates,
the cost thereof shall be borne by the party on whose behalf such request is
made (but in no event shall any such cost be borne by the Trustee).
(c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to any Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to any Class of the Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of any Class of the
Book-Entry Certificates by the Depository, accompanied by registration
instructions for registration of transfer, the Trustee shall execute, and the
Certificate Registrar shall authenticate and deliver, the appropriate Definitive
Certificates to the Certificate Owners identified in such instructions. None of
the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator or the Certificate Registrar
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
(d) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
the Certificate Registrar for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.
(e) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.
(f) If a Holder of a Definitive Certificate wishes at any time to
transfer such Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Book-Entry Certificate, such transfer may
be effected only in accordance with Depository Rules and this SECTION 5.03(F).
Upon receipt by the Certificate Registrar at the Registrar Office of (i) the
Definitive Certificate to be transferred with an assignment and transfer
pursuant to SECTION 5.02(A), (ii) written instructions given in accordance with
Depository Rules directing the Certificate Registrar to credit or cause to be
credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interest and (iv) if the affected Certificate is a
Non-Registered Certificate an Investment Representation Letter from the
transferee to the effect that such transferee is a Qualified Institutional
Buyer, the Certificate Registrar shall cancel such Definitive Certificate,
execute and deliver a new Definitive Certificate for the Denomination of the
Definitive Certificate not so transferred, registered in the name of the Holder
or the Holder's transferee (as instructed by the Holder), and the Certificate
Registrar shall instruct the Depository or the custodian holding such Book-Entry
Certificate on behalf of the Depository to increase the Denomination of the
related Book-Entry Certificate by the Denomination of the Definitive Certificate
to be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a corresponding Denomination of such
Book-Entry Certificate.
SECTION 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
reasonably be required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.05 Persons Deemed Owners.
Prior to due presentment for registration of transfer, the
Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Trustee, the REMIC Administrator, the Certificate Registrar and any agents
of any of them may treat the person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions
pursuant to SECTION 4.01 and for all other purposes whatsoever, and none of the
Depositor, the Mortgage Loan Seller, the Master Servicer, the Primary Servicer,
the Special Servicer, the Trustee, the REMIC Administrator, the Certificate
Registrar or any agent of any of them shall be affected by notice to the
contrary.
SECTION 5.06 Certification by Certificate Owners.
(a) Each Certificate Owner is hereby deemed by virtue of its
acquisition of an Ownership Interest in the Book-Entry Certificates to agree to
comply with the applicable transfer requirements of SECTIONS 5.02(B) and
5.02(C).
(b) To the extent that under the terms of this Agreement, it is
necessary to determine whether any Person is a Certificate Owner, the Trustee
shall make such determination based on a certificate of such Person which shall
specify, in reasonable detail satisfactory to the Trustee, the Class and
Certificate Principal Balance or Class Notional Amount, as the case may be, of
the Book-Entry Certificate beneficially owned, the value of such Person's
interest in such Certificate and any intermediaries through which such Person's
Ownership Interest in such Book-Entry Certificate is held; provided, however,
that the Trustee shall not knowingly recognize such Person as a Certificate
Owner if such Person, to the knowledge of a Responsible Officer of the Trustee,
acquired its Ownership Interest in a Book-Entry Certificate in violation of
SECTION 5.02(B) and/or SECTION 5.02(C), or if such Person's certification that
it is a Certificate Owner is in direct conflict with information obtained by the
Trustee from the Depository, Depository Participants, and/or indirect
participating brokerage firms for which a Depository Participant acts as agent,
with respect to the identity of a Certificate Owner. The Trustee shall exercise
its reasonable discretion in making any determination under this SECTION 5.06(B)
and shall afford any Person providing information with respect to its beneficial
ownership of any Certificates an opportunity to resolve any discrepancies
between the information provided and any other information available to the
Trustee.
SECTION 5.07 Regarding the Identification of Certain
Certificateholders.
(a) For purposes of determining the identity of the holders of the
Class F, Class G and Class X Certificates to whom certain reports and other
information are required to be delivered hereunder, the Trustee, the Primary
Servicer and the Master Servicer may rely, with respect to any such Certificates
outstanding in book-entry form, on a certification, given to the Trustee and
provided to the Primary Servicer and/or Master Servicer, by any Person that such
person is such a holder entitled to receive such reports or information
hereunder. From time to time upon the request of the Primary Servicer, the
Trustee shall notify the Primary Servicer whether there have been any changes in
the identity of such holders recorded in the Certificate Register.
ARTICLE VI
THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE PRIMARY
SERVICER, THE SPECIAL SERVICER AND THE REMIC ADMINISTRATOR
SECTION 6.01 Liability of the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Primary Servicer,
the Special Servicer and the REMIC Administrator.
The Depositor, the Mortgage Loan Seller, the Master Servicer, the
Primary Servicer, the Special Servicer and the REMIC Administrator shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Primary Servicer, the Special Servicer and the
REMIC Administrator herein.
SECTION 6.02 Merger, Consolidation or Conversion of the
Depositor, the Mortgage Loan Seller, the Master
Servicer, the Primary Servicer, the Special
Servicer or the REMIC Administrator.
Subject to the following paragraph, the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Primary Servicer, the Special Servicer and the
REMIC Administrator each will keep in full effect its existence, rights and
franchises as a corporation or other business organization under the laws of the
jurisdiction of its organization, and each will obtain and preserve its
qualification to do business as a foreign corporation or otherwise in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
The Depositor, the Mortgage Loan Seller, the Master Servicer, the
Primary Servicer, the Special Servicer and the REMIC Administrator each may be
merged or consolidated with or into any Person, or transfer all or substantially
all of its assets (which, as to the Primary Servicer and the Special Servicer,
may be limited to all or substantially all of its assets relating to the
business of mortgage loan servicing) to any Person, in which case any Person
resulting from any merger or consolidation to which the Depositor, the Mortgage
Loan Seller, the Master Servicer, the Primary Servicer, the Special Servicer or
the REMIC Administrator shall be a party, or any Person succeeding to the
business of the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Primary Servicer, the Special Servicer or the REMIC Administrator, shall be the
successor of the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer or the REMIC Administrator, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that no successor or surviving Person shall succeed to the
rights of the Master Servicer, the Primary Servicer, the Special Servicer, or
the Mortgage Loan Seller unless such succession will not result in any
downgrade, qualification (if applicable) or withdrawal of the rating then
assigned by any Rating Agency to any Class of Certificates (as confirmed in
writing).
SECTION 6.03 Limitation on Liability of the Depositor, the
Master Servicer, the Primary Servicer, the Special
Servicer, the REMIC Administrator and Others.
None of the Depositor, the Master Servicer, the Primary Servicer,
the Special Servicer, the REMIC Administrator or any director, officer, employee
or agent of any of the foregoing shall be under any liability to the Trust or
the Certificateholders for any action taken, or not taken, in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer, the Primary
Servicer, the Special Servicer, the REMIC Administrator or any such other Person
against any breach of a representation or warranty made herein, or against any
expense or liability specifically required to be borne thereby pursuant to the
terms hereof, or against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
obligations or duties hereunder, or by reason of negligent disregard of such
obligations and duties. The Depositor, the Master Servicer, the Primary
Servicer, the Special Servicer, the REMIC Administrator and any director,
manager, member, officer, employee or agent (including Sub-Servicers) of any of
the foregoing may rely in good faith on any document of any kind which, prima
facie, is properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Master Servicer, the Primary Servicer, the
Special Servicer, the REMIC Administrator and any director, manager, member,
officer, employee or agent (including Sub-Servicers) of any of the foregoing
shall be indemnified and held harmless by the Trust against any loss, liability
or expense incurred in connection with any claim, legal action relating to this
Agreement, the Certificates or any asset of the Trust, other than any loss,
liability or expense: (i) specifically required to be borne by such Person
pursuant to the terms hereof, including, without limitation, SECTION 10.01(H);
or (ii) which was incurred in connection with claims against such party
resulting from (A) any breach of a representation or warranty made herein by
such party, (B) willful misfeasance, bad faith or negligence in the performance
of obligations or duties hereunder by such party, or from negligent disregard of
such obligations or duties, or (C) any violation by such party of any state or
federal securities law. None of the Depositor, the Master Servicer, the Primary
Servicer, the Special Servicer or the REMIC Administrator shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and, except in the case
of a legal action contemplated by SECTION 3.22, in its opinion does not involve
it in any ultimate expense or liability; provided, however, that the Depositor,
the Master Servicer, the Primary Servicer, the Special Servicer or the REMIC
Administrator may in its discretion undertake any such action which it may deem
necessary or desirable with respect to the enforcement and/or protection of the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, and any liability resulting therefrom, shall be expenses, costs and
liabilities of the Trust, and the Depositor, the Master Servicer, the Primary
Servicer, the Special Servicer and the REMIC Administrator each shall be
entitled to the direct payment of such expenses or to be reimbursed therefor
from the Certificate Account as provided in SECTION 3.05(A).
SECTION 6.04 Master Servicer, Primary Servicer, Special Servicer
and REMIC Administrator Not to Resign.
None of the Master Servicer, the Primary Servicer, the Special
Servicer or the REMIC Administrator shall be permitted to resign from the
obligations and duties hereby imposed on it, except (i) upon the appointment of,
and the acceptance of such appointment by, a successor thereto which is
reasonably acceptable to the Trustee and the receipt by the Trustee of written
confirmation from each and every Rating Agency to the effect that such
resignation and appointment will not result in the downgrade, qualification (if
applicable) or withdrawal of any rating then assigned by such Rating Agency to
any Class of Certificates, or (ii) upon determination that such obligations and
duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it, the other activities of the Master Servicer, the Primary Servicer, the
Special Servicer or the REMIC Administrator, as the case may be, so causing such
a conflict being of a type and nature carried on by the Master Servicer, Special
Servicer or REMIC Administrator, as the case may be, at the date of this
Agreement, or (iii) in the case of the REMIC Administrator, if the Trustee
resigns or is removed pursuant to SECTION 8.07. Any such determination of the
nature described in CLAUSE (II) of the preceding sentence permitting the
resignation of the Master Servicer, the Primary Servicer, the Special Servicer
or the REMIC Administrator, as the case may be, shall be evidenced by an Opinion
of Counsel to such effect which shall be rendered by Independent counsel, be
addressed and delivered to the Trustee and the Rating Agencies and be paid for
by the resigning party. No such resignation for either reason shall become
effective until the Trustee or other successor shall have assumed the
responsibilities and obligations of the resigning party hereunder. All costs and
expenses of the Trustee and the Trust (including, without limitation, any costs
or expenses of any party hereto reimbursable out of the Trust Fund) in
connection with any such resignation (including, without limitation, any
requisite transfer of servicing) shall be paid for, as incurred, by the
resigning party.
Consistent with the foregoing, none of the Master Servicer, the
Primary Servicer, the Special Servicer or the REMIC Administrator shall be
permitted, except as expressly provided herein, to assign or transfer any of its
rights, benefits or privileges hereunder to any other Person, or delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by it hereunder. If, pursuant
to any provision hereof, the duties of the Master Servicer, the Primary
Servicer, the Special Servicer or the REMIC Administrator are transferred to a
successor thereto, then, subject to SECTION 3.22, the entire amount of
compensation payable to the Master Servicer, the Special Servicer or the REMIC
Administrator, as the case may be, pursuant hereto shall thereafter be payable
to such successor.
SECTION 6.05 Rights of the Depositor and the Trustee in
Respect of the Master Servicer, the Primary
Servicer, the Special Servicer and the REMIC
Administrator.
The Master Servicer, the Primary Servicer, the Special Servicer and
the REMIC Administrator each shall afford the Depositor and the Trustee, upon
reasonable notice, during normal business hours access to all records maintained
by the Master Servicer, the Primary Servicer, the Special Servicer or the REMIC
Administrator, as the case may be, in respect of its rights and obligations
hereunder and access to such of its officers as are responsible for such
obligations. Upon reasonable request, the Master Servicer, the Primary Servicer,
the Special Servicer and the REMIC Administrator each shall furnish the
Depositor and the Trustee with its most recent financial statements and such
other information directly related to the servicing of the Mortgage Loans or to
its ability to perform its obligations hereunder as it possesses, and which it
is not prohibited by law or, to the extent applicable, binding obligations to
third parties with respect to confidentiality from disclosing, regarding its
business, affairs, property and condition, financial or otherwise. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer,
the Primary Servicer, the Special Servicer and the REMIC Administrator hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer, the Primary Servicer, the Special
Servicer or the REMIC Administrator hereunder or, in connection with a default
thereby, exercise the rights of the Master Servicer, the Primary Servicer, the
Special Servicer or the REMIC Administrator hereunder; provided, however, that
none of the Master Servicer, the Primary Servicer, the Special Servicer or the
REMIC Administrator shall be relieved of any of its obligations hereunder by
virtue of such performance by the Depositor or its designee. Neither the
Depositor nor the Trustee shall have any responsibility or liability for any
action or failure to act by the Master Servicer, the Primary Servicer or the
Special Servicer and is not obligated to supervise the performance of the Master
Servicer, the Primary Servicer, or the Special Servicer under this Agreement or
otherwise. The Depositor shall have no responsibility or liability for any
action or failure to act by the REMIC Administrator.
ARTICLE VII
DEFAULT
SECTION 7.01 Events of Default.
(a) "EVENT OF DEFAULT", wherever used herein, unless the context
otherwise requires, means any one of the following events:
(i) any failure by the Primary Servicer or the Master
Servicer to deposit into the Certificate Account or the Master
Certificate Account any amount required to be so deposited under
this Agreement which continues unremedied for two Business Days
following the date on which such deposit was first required to be
made in relation to any Primary Servicer Remittance Date or
Master Servicer Remittance Date (or, if required to be deposited
on other than a Primary Servicer Remittance Date, or Master
Servicer Remittance Date, then in the Collection Period in which
received), or any failure by the Master Servicer to deposit into
the Distribution Account on any Master Servicer Remittance Date,
the full amount of any Master Servicer Remittance Amount required
to be so deposited or remitted under this Agreement on such date;
or
(ii) any failure by the Special Servicer to deposit into, or
to remit to the Primary Servicer for deposit into, the
Certificate Account or the REO Account any amount required to be
so deposited or remitted under this Agreement which continues
unremedied for two Business Days following the date on which such
deposit or remittance was first required to be made; or
(iii) any failure by the Primary Servicer to remit to the
Master Servicer to remit to the Trustee for deposit into the
Distribution Account, on any Primary Servicer Remittance Date,
the full amount of P&I Advances required to be made on such date;
or
(iv) any failure by the Master Servicer or the Fiscal Agent
(if required to do so), to remit to the Trustee for deposit, or
the Trustee to deposit, into the Distribution Account, on any
Master Servicer Remittance Date or Distribution Date, as
applicable, the full amount of P&I Advances required to be made
on such date; or
(v) any failure by the Primary Servicer or Master Servicer
to timely make any Servicing Advance required to be made by it
pursuant to this Agreement, which failure continues unremedied
for a period of one Business Day following the date on which
notice shall have been given to the Primary Servicer by the
Trustee as provided in SECTION 3.11(F); or
(vi) any failure on the part of the Primary Servicer, the
Master Servicer or the Special Servicer duly to observe or
perform in any material respect any other of the covenants or
agreements thereof contained in this Agreement, which failure
continues unremedied for a period of 30 days after the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Primary Servicer, the
Master Servicer or the Special Servicer, as the case may be, by
any other party hereto, or to the Primary Servicer, the Master
Servicer or the Special Servicer, as the case may be, with a copy
to each other party hereto, by the Holders of Certificates
entitled to at least 25% of the Voting Rights; or
(vii) any failure on the part of the REMIC Administrator
duly to observe or perform in any material respect any of the
covenants or agreements thereof contained in this Agreement,
which failure continues unremedied for a period of 30 days after
the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the REMIC
Administrator by any other party hereto, or to the REMIC
Administrator, with a copy to each other party hereto, by the
Holders of Certificates entitled to at least 25% of the Voting
Rights; or
(viii) any breach on the part of the Primary Servicer, the
Master Servicer, the Special Servicer or the REMIC Administrator
of any representation or warranty thereof contained in this
Agreement which materially and adversely affects the interests of
any Class of Certificateholders and which continues unremedied
for a period of 30 days after the date on which notice of such
breach, requiring the same to be remedied, shall have been given
to the Primary Servicer, the Master Servicer, the Special
Servicer or the REMIC Administrator, as the case may be, by any
other party hereto, or to the Primary Servicer, the Master
Servicer, the Special Servicer or the REMIC Administrator, as the
case may be, with a copy to each other party hereto, by the
Holders of Certificates entitled to at least 25% of the Voting
Rights; or
(ix) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary
case under any present or future federal or state bankruptcy,
insolvency or similar law for the appointment of a conservator,
receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered
against the Master Servicer, the Primary Servicer, the Special
Servicer or the REMIC Administrator and such decree or order
shall have remained in force undischarged or unstayed for a
period of 60 days; or
(x) the Primary Servicer, the Master Servicer, the Special
Servicer or the REMIC Administrator shall consent to the
appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of
debt, marshalling of assets and liabilities or similar
proceedings of or relating to it or of or relating to all or
substantially all of its property; or
(xi) the Master Servicer, the Primary Servicer, the Special
Servicer or the REMIC Administrator shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable bankruptcy,
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, voluntarily suspend payment of its
obligations, or take any corporate action in furtherance of the
foregoing; or
(xii) the Trustee shall have received written notice from
Moody's or Fitch IBCA, Inc. that the continuation of the Master
Servicer , the Primary Servicer or the Special Servicer in such
capacity would result (or the continuation of the Master
Servicer, the Primary Servicer or the Special Servicer in such
capacity has resulted) in a downgrade, qualification (if
applicable) or withdrawal of any rating then assigned by such
Rating Agency to any Class of Certificates.
Each Event of Default listed above as ITEMS (I) through (XII) shall constitute
an Event of Default only with respect to the relevant party; provided that if a
single entity acts or any two or more Affiliates act as Master Servicer, Primary
Servicer, Special Servicer and REMIC Administrator, or in any two or more of the
foregoing capacities, an Event of Default in one capacity will constitute an
Event of Default in each such capacity.
(b) If any Event of Default with respect to the Master Servicer, the
Primary Servicer or the Special Servicer (in either case, for purposes of this
SECTION 7.01(B), the "DEFAULTING PARTY") shall occur and be continuing, then,
and in each and every such case, so long as the Event of Default shall not have
been remedied, the Depositor or the Trustee may, and at the written direction of
the Holders of Certificates entitled to at least 51% of the Voting Rights or if
the relevant Event of Default is the one described in CLAUSE (XI) of SUBSECTION
(A) above, the Trustee shall, terminate, by notice in writing to the Defaulting
Party (with a copy of such notice to each other party hereto), all of the rights
and obligations (subject to SECTION 3.11, accruing from and after such notice)
of the Defaulting Party under this Agreement and in and to the Mortgage Loans
and the proceeds thereof. From and after the receipt by the Defaulting Party of
such written notice, all authority and power of the Defaulting Party under this
Agreement, whether with respect to the Certificates (other than as a Holder of
any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trustee pursuant to and under this Section, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
and at the expense of the Defaulting Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer, the
Primary Servicer and the Special Servicer each agree that, if it is terminated
pursuant to this SECTION 7.01(B), it shall promptly (and in any event no later
than ten Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records reasonably requested thereby
to enable the Trustee to assume the Master Servicer's, the Primary Servicer's or
Special Servicer's, as the case may be, functions hereunder, and shall cooperate
with the Trustee in effecting the termination of the Master Servicer's, the
Primary Servicer's or Special Servicer's, as the case may be, responsibilities
and rights hereunder, including, without limitation, the transfer within two
Business Days to the Trustee for administration by it of all cash amounts which
shall at the time be or should have been credited by the Primary Servicer to the
Certificate Account, the Distribution Account, any Servicing Account or any
Reserve Account (if it is the Defaulting Party) or by the Special Servicer to
the REO Account, the Certificate Account, any Servicing Account or any Reserve
Account (if it is the Defaulting Party) or thereafter be received with respect
to the Mortgage Loans and any REO Properties (provided, however, that the
Primary Servicer and the Special Servicer each shall, if terminated pursuant to
this SECTION 7.01(B), continue to be obligated for or entitled to receive all
amounts accrued or owing by or to it under this Agreement on or prior to the
date of such termination, whether in respect of Advances or otherwise, and it
and its directors, officers, employees and agents shall continue to be entitled
to the benefits of SECTION 6.03 notwithstanding any such termination). All costs
and expenses of the Trustee and the Trust (including, without limitation, any
costs and expenses of any party hereto reimbursable out of the Trust Fund) in
connection with the termination of the Primary Servicer or Special Servicer, as
applicable, under this SECTION 7.01(B) (including, without limitation, the
requisite transfer of servicing) shall be paid for, as incurred, by the
Defaulting Party.
(c) If any Event of Default with respect to the Primary Servicer
shall occur and be continuing, then, and in each and every such case, so long as
the Event of Default shall not have been remedied, the Master Servicer may
recommend to the Trustee, with prior written notice to the Primary Servicer and
the Trustee, that the Primary Servicer be terminated for cause. If the Trustee,
in its reasonable judgment, concurs with Master Servicer's recommendation, it
shall designate a Person to act as Primary Servicer. In making such judgment,
the Trustee may conduct a vote of the Certificateholders and rely conclusively
upon the vote of the Holders of Certificates representing at least 51% of the
Voting Rights. If the Trustee does not agree with the Master Servicer's
recommendation, then the Master Servicer may resign unconditionally, and Bank of
America NT&SA will become the Master Servicer if (i) Bank of America NT&SA is at
that time rated as a Master Servicer by the Rating Agencies and (ii) the Rating
Agencies have confirmed in writing that the designation of Bank of American
NT&SA as the Primary Servicer will not result in any downgrade, qualification or
withdrawal of the rating of any of the Certificates, or, if the preceding
clauses (i) and (ii) are not satisfied, another Person meeting the requirements
of the preceding clauses (i) and (ii) shall be designated by the Trustee
pursuant to SECTION 3.23A. The designated Person shall become the Primary
Servicer as of the date the Trustee shall have received (i) written confirmation
from each Rating Agency stating that if the designated Person were to serve as
Primary Servicer hereunder, none of the then-current ratings assigned by such
Rating Agency to the respective Classes of the Certificates would be downgraded,
qualified or withdrawn as a result thereof; (ii) a written acceptance of all
obligations of the Primary Servicer under this Agreement, executed by the
designated Person; and, (iii) an Opinion of Counsel (at the expense of the
Person designated to become the Primary Servicer or at the expense of the
Majority Certificateholder that made the designation) to the effect that the
designation of such Person to serve as Primary Servicer is in compliance with
this SECTION 7.01 (C), that upon the execution and delivery of the written
acceptance referenced to in the immediately preceding CLAUSE (II), the
designated person shall be bound by the terms of this Agreement and that this
Agreement shall be enforceable against the designated Person in accordance with
its terms. The existing Primary Servicer shall be deemed to have resigned
simultaneously with such designated Person's becoming the Primary Servicer under
this Agreement, and the designated Person shall not succeed to the initial
Primary Servicer's exclusive rights with respect to modifications, waivers,
amendments and consents under SECTIONS 3.08 AND 3.20. From and after the receipt
by the designated Person of written notice from the Trustee, all authority and
power of the Primary Servicer under this Agreement shall pass to and be vested
in the designated Person pursuant to and under this Section, and, without
limitation, the designated Person is hereby authorized and empowered to execute
and deliver, on behalf of and at the expense of the Primary 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. The Primary Servicer agrees promptly
(and in any event no later than ten Business Days subsequent to its receipt of
the notice of the termination) to provide the Trustee with all documents and
records requested thereby to enable the designated Person to assume the Primary
Servicer's functions hereunder, and to cooperate with the designated Person in
effecting the termination of the Primary Servicer's responsibilities and rights
hereunder (provided, however, that the Primary Servicer shall continue to be
obligated for or entitled to receive all amounts accrued or owing by or to it
under this Agreement on or prior to the date of such termination, and it and its
directors, officers, employees and agents shall continue to be entitled to the
benefits of SECTION 6.03 notwithstanding any such termination).
(d) If any Event of Default with respect to the REMIC Administrator
shall occur and be continuing, then, and in each and every such case, so long as
the Event of Default shall not have been remedied, the Depositor or the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 51% of the Voting Rights, the Trustee (or, if the Trustee is also the
REMIC Administrator, the Master Servicer) shall, terminate, by notice in writing
to the REMIC Administrator (with a copy to each of the other parties hereto),
all of the rights and obligations of the REMIC Administrator under this
Agreement. From and after the receipt by the REMIC Administrator of such written
notice (or if the Trustee is also the REMIC Administrator, from and after such
time as another successor appointed as contemplated by SECTION 7.02 accepts such
appointment), all authority and power of the REMIC Administrator under this
Agreement shall pass to and be vested in the Trustee (or such other successor)
pursuant to and under this Section, and, without limitation, the Trustee (or
such other successor) is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the REMIC Administrator, 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. The REMIC Administrator agrees promptly
(and in any event no later than ten Business Days subsequent to its receipt of
the notice of the termination) to provide the Trustee (or, if the Trustee is
also the REMIC Administrator, such other successor appointed as contemplated by
SECTION 7.02) with all documents and records requested thereby to enable the
Trustee (or such other successor) to assume the REMIC Administrator's functions
hereunder, and to cooperate with the Trustee (or such other successor) in
effecting the termination of the REMIC Administrator's responsibilities and
rights hereunder (provided, however, that the REMIC Administrator shall continue
to be obligated for or entitled to receive all amounts accrued or owing by or to
it under this Agreement on or prior to the date of such termination, and it and
its directors, officers, employees and agents shall continue to be entitled to
the benefits of Section 6.03 notwithstanding any such termination).
SECTION 7.02 Trustee to Act; Appointment of Successor.
On and after the time the Master Servicer, the Primary Servicer, the
Special Servicer or the REMIC Administrator resigns pursuant to CLAUSE (II) of
the first sentence of SECTION 6.04 or receives a notice of termination pursuant
to SECTION 7.01, the Trustee shall be the successor in all respects to the
Master Servicer, the Primary Servicer, the Special Servicer or (unless it has
also been acting as such) the REMIC Administrator, as the case may be, in its
capacity as such under this Agreement and the transactions set forth or provided
for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the Master
Servicer, the Primary Servicer, the Special Servicer or the REMIC Administrator,
as the case may be, by the terms and provisions hereof, including, without
limitation, if the Primary Servicer is the resigning or terminated party, the
Primary Servicer's obligation to make P&I Advances; provided that any failure to
perform such duties or responsibilities caused by the Master Servicer's, the
Special Servicer's, the Primary Servicer or the REMIC Administrator's, as the
case may be, failure to cooperate or to provide information or monies required
by SECTION 7.01 shall not be considered a default by the Trustee hereunder.
Neither the Trustee nor any other successor shall be liable for any of the
representations and warranties of the resigning or terminated party or for any
losses incurred by the resigning or terminated party pursuant to SECTION 3.06
hereunder nor shall the Trustee nor any other successor be required to purchase
any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be
entitled to all fees and other compensation, (subject to SECTION 3.11) which the
resigning or terminated party would have been entitled to for future services
rendered if the resigning or terminated party had continued to act hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, or is not approved by each and every Rating
Agency as an acceptable master servicer or special servicer, as the case may be,
of commercial mortgage loans, or if the Holders of Certificates entitled to at
least 51% of the Voting Rights so request in writing to the Trustee, or if the
REMIC Administrator is the resigning or terminated party and the Trustee had
been acting in such capacity, promptly appoint, or petition a court of competent
jurisdiction to appoint, any established and qualified institution as the
successor to the Master Servicer, the Primary Servicer, the Special Servicer or
the REMIC Administrator, as the case may be, hereunder in the assumption of all
or any part of the responsibilities, duties or liabilities of the Master
Servicer, the Primary Servicer, the Special Servicer or the REMIC Administrator,
as the case may be, hereunder; provided that such appointment does not result in
the downgrading, qualification (if applicable) or withdrawal of any rating then
assigned by any Rating Agency to any Class of Certificates (as evidenced by
written confirmation thereof from each Rating Agency). No appointment of a
successor to the Master Servicer, the Primary Servicer, the Special Servicer or
the REMIC Administrator hereunder shall be effective until the assumption of the
successor to such party of all its responsibilities, duties and liabilities
hereunder. Pending appointment of a successor to the Master Servicer, the
Primary Servicer, the Special Servicer or the REMIC Administrator hereunder, the
Trustee shall act in such capacity as hereinabove provided. Subject to SECTION
3.11 and in connection with any such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on or in respect of the Mortgage Loans or otherwise as
it and such successor shall agree; provided, however, that no such compensation
shall be in excess of that permitted the resigning or terminated party
hereunder. The Depositor, the Trustee, such successor and each other party
hereto shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. Any costs and expenses associated
with the transfer of the foregoing functions under this Agreement (other than
the set-up costs of the successor) shall be borne by the predecessor Master
Servicer, Primary Servicer Special Servicer or REMIC Administrator, as
applicable, and, if not paid by such predecessor Master Servicer, Primary
Servicer, Special Servicer or REMIC Administrator within thirty days of its
receipt of an invoice therefor, shall be an expense of the Trust; provided that
such predecessor Master Servicer, Primary Servicer, Special Servicer or REMIC
Administrator shall reimburse the Trust for any such expense so incurred by the
Trust; and provided, further, that the Trustee shall decide whether and to what
extent it is in the best interest of the Certificateholders to pursue any remedy
against any party obligated to make such reimbursement.
SECTION 7.03 Notification to Certificateholders.
(a) Upon any resignation of the Master Servicer, the Primary
Servicer, the Special Servicer or the REMIC Administrator pursuant to Section
6.04, any termination of the Master Servicer, the Primary Servicer, the Special
Servicer or the REMIC Administrator pursuant to SECTION 7.01 or any appointment
of a successor to the Master Servicer, the Primary Servicer, the Special
Servicer or the REMIC Administrator pursuant to SECTION 6.04 or SECTION 7.02,
the Trustee shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register, as well as to
the Rating Agencies.
(b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer of
the Trustee has actual knowledge, or would be deemed in accordance with SECTION
8.02(G) to have notice of the occurrence of such an event, the Trustee shall
transmit by mail to the other non-defaulting parties hereto and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.
SECTION 7.04 Waiver of Events of Default.
The Holders entitled to at least 66-2/3% of the Voting Rights
allocated to each of the Classes of Certificates affected by any Event of
Default hereunder may waive such Event of Default, except that prior to any
waiver of an Event of Default arising from a failure to make P&I Advances, the
Trustee shall be reimbursed all amounts which it has advanced. Upon any such
waiver of an Event of Default, such Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this SECTION 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor (provided that
neither the Depositor nor any Affiliate thereof is the party in respect of which
such Event of Default exists) shall be entitled to the same Voting Rights with
respect to the matters described above as they would if any other Person held
such Certificates. Notwithstanding any other provisions of this Agreement, for
purposes of waiving an Event of Default where the Master Servicer fails to remit
the Master Servicer Remittance Amount, together with any P&I Advances, to the
Certificate Account, the Holders of 100% of the Certificates must so waive.
SECTION 7.05 Additional Remedies of Trustee Upon Event of
Default.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in SECTION 7.01, shall have the right, in its own name and as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all such Events of Default and
defaults which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement; provided that it is
herein acknowledged and agreed that the Trustee is at all times acting in a
fiduciary capacity with respect to the Certificateholders. If an Event of
Default hereunder occurs and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement and applicable law, and use
the same degree of care and skill in their exercise as a prudent man or the
Trustee would exercise or use under the circumstances in the conduct of his or
its own affairs (whichever standard would be higher). Any permissive right of
the Trustee contained in this Agreement shall not be construed as a duty.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of ARTICLE II), shall examine them to
determine whether they conform in form to the requirements of this Agreement. If
any such instrument is found not to so conform to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected. The Trustee shall not be
responsible for, but may assume and rely upon, the accuracy and content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer, the Primary
Servicer, the Special Servicer or the REMIC Administrator and accepted by the
Trustee in good faith, pursuant to this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) The duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement,
the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and, in the absence of bad
faith on the part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of
this Agreement;
(ii) The Trustee shall not be personally liable for an error
of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent
facts; and
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of Holders of
Certificates entitled to at least 25% (or, as to any particular
matter, any higher percentage as may be specifically provided for
hereunder) of the Voting Rights relating to the time, method and
place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Agreement.
(d) The Trustee hereby indemnifies and holds the Trust harmless for
all losses, liabilities and damages incurred by the Trust or the
Certificateholders by virtue of the Trustee's negligence or fraud.
SECTION 8.02 Certain Matters Affecting the Trustee.
Except as otherwise provided in SECTION 8.01:
(a) The Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties;
(b) The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance therewith;
(c) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to make any investigation of
matters arising hereunder or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby; the Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it; nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default hereunder which has not
been cured, to exercise such of the rights and powers vested in it by this
Agreement and to use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs;
(d) The Trustee shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
(e) Prior to the occurrence of an Event of Default hereunder, and
after the curing of all such Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates entitled to at
least 25% of the Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to taking any such action;
(f) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys-in-fact, provided that the use of any such agent or attorney-in-fact
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of any such agent or
attorney-in-fact;
(g) For all purposes under this Agreement, the Trustee shall not be
deemed to have notice of any Event of Default hereunder unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office, and such notice references the Certificates or this
Agreement; and
(h) The Trustee shall not be responsible for any act or omission of
the Master Servicer, the Primary Servicer, the Special Servicer or the REMIC
Administrator (unless the Trustee is acting as Master Servicer, Primary
Servicer, Special Servicer or REMIC Administrator, as the case may be) or for
any act or omission of the Depositor or the Mortgage Loan Seller.
SECTION 8.03 Trustee and Fiscal Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than
the representations and warranties of, and the other statements attributed to,
the Trustee in ARTICLE II and the certificate of authentication executed by the
Trustee as Certificate Registrar set forth on each outstanding Certificate)
shall be taken as the statements of the Depositor, the Mortgage Loan Seller, the
Master Servicer, the Primary Servicer, the Special Servicer or the REMIC
Administrator, as the case may be, and the Trustee and the Fiscal Agent assume
no responsibility for their correctness. The Trustee and the Fiscal Agent make
no representations as to the validity or sufficiency of this Agreement (other
than as specifically set forth in SECTIONS 2.08(A) and (d) or of any Certificate
(other than as to the signature of the Trustee set forth thereon) or of any
Mortgage Loan or related document. The Trustee and the Fiscal Agent shall not be
accountable for the use or application by the Depositor of any of the
Certificates issued to it or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor or the Mortgage Loan
Seller in respect of the assignment of the Mortgage Loans to the Trust, or any
funds deposited in or withdrawn from the Certificate Account, or any other
account by or on behalf of the Depositor, the Master Servicer, the Primary
Servicer, the Special Servicer or the REMIC Administrator. The Trustee and the
Fiscal Agent shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer, the Primary
Servicer, the Special Servicer or the REMIC Administrator and accepted by the
Trustee, as applicable, in good faith, pursuant to this Agreement.
SECTION 8.04 Trustee May Own Certificates.
The Trustee, in its individual or any other capacity, and any agent
of the Trustee may become the owner or pledgee of Certificates with, except as
otherwise provided in the definition of Certificateholder, the same rights it
would have if it were not the Trustee or such agent, as the case may be.
SECTION 8.05 Fees of Trustee; Indemnification of Trustee.
(a) The Trustee shall pay to itself on each Distribution Date,
pursuant to SECTION 3.05(B)(II), from amounts on deposit in the Distribution
Account, an amount equal to the Trustee Fee for such Distribution Date and, to
the extent not previously received, for each prior Distribution Date.
(b) The Trustee, the Fiscal Agent and any director, officer,
employee or agent of the Trustee or the Fiscal Agent, as applicable, or Person,
if any, who controls the Trustee or the Fiscal Agent, as applicable, within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, shall be entitled to be indemnified and held harmless by the Trust (to the
extent of amounts on deposit in the Certificate Account and the Distribution
Account from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation,
counsel fees, damages, judgments and amounts paid in settlement) arising out of,
or incurred in connection with, any legal actions relating to the exercise and
performance of any of the powers and duties of the Trustee or the Fiscal Agent,
as applicable, hereunder; provided that none of the Trustee, the Fiscal Agent or
any of the other above specified Persons shall be entitled to indemnification
pursuant to this SECTION 8.05(B) for (i) allocable overhead, (ii) expenses or
disbursements incurred or made by or on behalf of the Trustee in the normal
course of the Trustee's performing its routine duties in accordance with any of
the provisions hereof, (iii) any expense or liability specifically required to
be borne thereby pursuant to the terms hereof, or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's obligations and duties hereunder, or by reason
of negligent disregard of such obligations or duties, or as may arise from a
material breach of any representation, warranty or covenant of the Trustee made
herein. The provisions of this SECTION 8.05(B) shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.
SECTION 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation, a trust
company, a bank or a banking association: (i) organized and doing business under
the laws of the United States of America or any State thereof or the District of
Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having
a combined capital and surplus of at least $50,000,000; (iv) subject to
supervision or examination by federal or state authority; and (v) whose
long-term senior unsecured debt is rated not less than "Aa3" by Moody's and "AA"
by Fitch (or, in the case of each Rating Agency, such lower ratings as would
not, as confirmed in writing by such Rating Agency, result in a downgrade,
qualification (if applicable) or withdrawal of any of the then-current ratings
assigned by such Rating Agency to the Certificates). If such corporation, trust
company, bank or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then, for the purposes of this SECTION 8.06, the combined
capital and surplus of such corporation, trust company, bank or banking
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in SECTION 8.07. The corporation, trust company, bank or banking
association serving as Trustee may have normal banking and trust relationships
with the Depositor, the Mortgage Loan Seller, the Master Servicer, the Primary
Servicer, the Special Servicer, the REMIC Administrator and their respective
Affiliates.
SECTION 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Mortgage Loan Seller, the Master Servicer, the Primary Servicer, the Special
Servicer, the REMIC Administrator and to all Certificateholders. Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
trustee acceptable to the Primary Servicer and to the Master Servicer by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee and to the successor trustee. A copy of such instrument shall be
delivered to the Mortgage Loan Seller, the Master Servicer, the Primary
Servicer, the Special Servicer, the REMIC Administrator and the
Certificateholders by the Depositor. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of SECTION 8.06 and shall fail to resign after
written request therefor by the Depositor or the Primary Servicer, or if at any
time the Trustee or the Fiscal Agent shall become incapable of acting, or shall
be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Fiscal
Agent or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or the Fiscal Agent or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee and the Fiscal Agent and appoint a successor
trustee and successor fiscal agent, if applicable, acceptable to the Primary
Servicer by written instrument, in duplicate, which instrument shall be
delivered to the Trustee and the Fiscal Agent so removed and to the successor
trustee and successor fiscal agent, if applicable. A copy of such instrument
shall be delivered to the Mortgage Loan Seller, the Master Servicer, the Primary
Servicer, the Special Servicer, the REMIC Administrator and the
Certificateholders by the Depositor. Removal or resignation of the initial
Trustee shall be deemed to be a simultaneous resignation of the initial Fiscal
Agent.
(c) The Holders of Certificates entitled to at least 33 1/3% of the
Voting Rights may at any time remove the Trustee and the Fiscal Agent and
appoint a successor trustee and successor fiscal agent, if applicable, by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Primary Servicer, one complete set to the Trustee and
the Fiscal Agent so removed and one complete set to the successor(s) so
appointed; provided that the Master Servicer, the Depositor and the remaining
Certificateholders shall have been notified; and provided further that other
Holders of the Certificates entitled to a greater percentage of the Voting
Rights shall not have objected to such removal in writing to the Primary
Servicer and the Depositor within 30 days of their receipt of notice thereof. A
copy of such instrument shall be delivered to the Depositor, the Master
Servicer, the Mortgage Loan Seller, the Special Servicer, the REMIC
Administrator and the remaining Certificateholders by the Master Servicer. If
the Trustee and the Fiscal Agent are removed under this Agreement without cause,
all reasonable costs and expenses incurred by the Trustee and Fiscal Agent (to
the extent not duplicative of any reimbursement provided for under SECTION
8.08(A)) shall be at the expense of the party causing such removal.
(d) Any resignation or removal of the Trustee and the Fiscal Agent
and appointment of a successor trustee and successor fiscal agent pursuant to
any of the provisions of this SECTION 8.07 shall not become effective until
acceptance of appointment by the successor trustee and successor fiscal agent as
provided in SECTION 8.08; and no such resignation or removal of the Trustee
and/or appointment of a successor trustee and successor fiscal agent shall be
permitted, unless, as confirmed in writing by each Rating Agency, such
resignation or removal and appointment would not result in the qualification,
downgrading or withdrawal of the rating assigned by any Rating Agency to any
Class of Certificates.
SECTION 8.08 Successor Trustee.
(a) Any successor trustee and successor fiscal agent, if applicable,
appointed as provided in SECTION 8.07 shall execute, acknowledge and deliver to
the Depositor, the Mortgage Loan Seller, the Master Servicer, the Primary
Servicer, the Special Servicer, the REMIC Administrator and to its predecessor
trustee and predecessor fiscal agent an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
and predecessor fiscal agent shall become effective and such successor trustee
and successor fiscal agent, if applicable, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee or fiscal agent herein. The predecessor trustee shall deliver
(or shall cause to be delivered) to the successor trustee all Mortgage Files and
related documents and statements held by it hereunder, and the Depositor, the
Mortgage Loan Seller, the Master Servicer, the Primary Servicer, the Special
Servicer, the REMIC Administrator and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor trustee all such
rights, powers, duties and obligations, and to enable the successor trustee to
perform its obligations hereunder. If such predecessor trustee was removed as
Trustee under this Agreement without cause, the cost of any such execution,
delivery or action shall be at the expense of the Trust.
(b) No successor trustee or successor fiscal agent, if applicable,
shall accept appointment as provided in this SECTION 8.08 unless at the time of
such acceptance such successor trustee or successor fiscal agent shall be
eligible under the provisions of SECTION 8.06.
(c) Upon acceptance of appointment by a successor trustee and
successor fiscal agent, if applicable, as provided in this SECTION 8.08, the
Primary Servicer, or the Master Servicer if there is no Primary Servicer, shall
mail notice of the succession of such trustee and fiscal agent hereunder to the
Depositor and the Certificateholders. If the Primary Servicer fails to mail such
notice within 10 days after acceptance of appointment by the successor trustee
and successor fiscal agent, the successor trustee shall cause such notice to be
mailed at the expense of the Primary Servicer.
SECTION 8.09 Merger or Consolidation of Trustee or Fiscal Agent.
Any entity into which the 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 Trustee shall be a party, or any entity succeeding
to the corporate trust business of the Trustee, shall be the successor of the
Trustee, 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 that the Trustee shall continue to be eligible under
the provisions of SECTION 8.06. Any Person into which the Fiscal Agent may be
merged or converted or with which it may be consolidated or any corporation or
bank resulting from any merger, conversion or consolidation to which the Fiscal
Agent shall be a party, or any corporation or banking association succeeding to
all or substantially all of the corporate trust business of the Fiscal Agent
shall be the successor of the Fiscal Agent hereunder, provided that such
corporation or bank shall be eligible under the provisions of Section 8.06
without the execution or filing of any paper or any further act on the party of
any of the parties hereto, anything to the contrary notwithstanding. The
successor to the Trustee or the Fiscal Agent, as applicable, shall promptly
notify in writing each of the other parties hereto, the Certificateholders and
the Rating Agencies of any such merger, conversion, consolidation or succession
to business.
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Primary Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this SECTION 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Primary Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, or in case an Event of Default in
respect of the Primary Servicer shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under SECTION 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under SECTION 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this SECTION 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Primary Servicer, the Master Servicer, the Special Servicer
or the REMIC Administrator hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this ARTICLE VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
(e) The appointment of a co-trustee or separate trustee under this
SECTION 8.10 shall not relieve the Trustee of its duties, responsibilities or
liabilities hereunder; PROVIDED the Trustee shall have no liability for the
actions or inaction of a separate trustee or co-trustee which do not comply with
the provisions of SECTION 8.10(B).
SECTION 8.11 Appointment of Custodians.
The Trustee may, with the consent of the Primary Servicer, appoint
one or more Custodians to hold all or a portion of the Mortgage Files as agent
for the Trustee; provided that if the Custodian is an Affiliate of the Trustee
such consent of the Primary Servicer need not be obtained and the Trustee shall
instead notify the Primary Servicer of such appointment. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have combined capital and surplus (or shall have its performance
guaranteed by an Affiliate with a combined capital and surplus) of at least
$10,000,000, must be rated no less than "BBB" by Fitch or be otherwise
acceptable to Fitch, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor, the Mortgage
Loan Seller or any Affiliate of any of them. Each Custodian shall be subject to
the same obligations and standard of care as would be imposed on the Trustee
hereunder in connection with the retention of Mortgage Files directly by the
Trustee. The appointment of one or more Custodians shall not relieve the Trustee
from any of its duties, liabilities or obligations hereunder, and the Trustee
shall remain responsible for all acts and omissions of any Custodian. Any such
Custodian (other than the Trustee or an Affiliate of the Trustee) shall maintain
the same errors and omissions insurance as required of the Primary Servicer
pursuant to SECTION 3.07(C).
SECTION 8.12 Access to Certain Information.
(a) The Trustee shall provide or cause to be provided to the
Depositor, the Primary Servicer, the Master Servicer, the Special Servicer and
the Rating Agencies, and to the OTS, the FDIC, and any other federal or state
banking or insurance regulatory authority that may exercise authority over any
Certificateholder, access to the Mortgage Files and any other documentation
regarding the Mortgage Loans and the Trust Fund, that is within its control
which may be required by this Agreement or by applicable law. Such access shall
be afforded without charge but only upon reasonable prior written request and
during normal business hours at the offices of the Trustee designated by it.
(b) Promptly following the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee 10 copies of any private placement memorandum or other disclosure
document used by the Depositor or its Affiliate in connection with the offer and
sale of the Class of Certificates to which such Non-Registered Certificate
belongs. In addition, if any such private placement memorandum or disclosure
document is revised, amended or supplemented at any time following the delivery
thereof to the Trustee, the Depositor promptly shall inform the Trustee of such
event and shall deliver to the Trustee 10 copies of the private placement
memorandum or disclosure document, as revised, amended or supplemented. The
Trustee shall maintain at its Corporate Trust Office and shall on behalf of the
Depositor, upon reasonable advance written notice, make available during normal
business hours for review by each Rating Agency and by any Certificateholder or
any Certificate Owner or any Person identified to the Trustee by a
Certificateholder or a Certificate Owner as a prospective transferee of a
Certificate or interest therein, originals or copies of the following items: (i)
in the case of a Holder or prospective transferee of a Non-Registered
Certificate, any private placement memorandum or other disclosure document
relating to the Class of Certificates to which such Non-Registered Certificate
belongs, in the form most recently provided to the Trustee; and (ii) in all
cases, (A) all Officer's Certificates delivered to the Trustee since the Closing
Date pursuant to SECTION 3.13, (B) all accountants' reports delivered to the
Trustee since the Closing Date pursuant to SECTION 3.14, (C) the most recent
inspection report, together with any related additional written or electronic
information, prepared or obtained by, or on behalf of, the Primary Servicer or
Special Servicer, as the case may be, and delivered to the Trustee in respect of
each Mortgaged Property pursuant to SECTION 3.12(A), (D) all Mortgagor financial
statements and Mortgaged Property operating statements and rent rolls, together
with any related additional written or electronic information, delivered to the
Trustee by the Primary Servicer or the Special Servicer pursuant to SECTION
3.12(B), (E) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property securing a defaulted Mortgage Loan as to which
the environmental testing contemplated by SECTION 3.09(C) revealed that either
of the conditions set forth in CLAUSES (I) and (II) of the first sentence
thereof was not satisfied or that any remedial, corrective or other further
action contemplated in such clauses is required (but only for so long as such
Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), (F)
all documents constituting the Mortgage Files, including, without limitation,
any and all modifications, waivers and amendments of the terms of a Mortgage
Loan entered into by the Primary Servicer or the Special Servicer and delivered
to the Trustee pursuant to SECTION 3.20 (but, in each case, only for so long as
the related Mortgage Loan is part of the Trust Fund) and (G) any Asset Status
Report. Copies of any and all of the foregoing items are to be available from
the Trustee upon request; however, the Trustee shall be permitted to require
payment of a sum sufficient to cover the reasonable costs and expenses of
providing such service.
In connection with providing access to or copies of the items
described in the immediately preceding paragraph of this SECTION 8.12(B), the
Trustee may require, unless the Depositor directs otherwise, (i) in the case of
Certificate Owners, a written confirmation executed by the requesting Person, in
form reasonably satisfactory to the Trustee, generally to the effect that such
Person is a beneficial holder of Certificates and will keep such information
confidential and (ii) in the case of any prospective purchaser of a Certificate
or, in the case of a Book-Entry Certificate, of a beneficial ownership interest
therein, a written confirmation executed by the requesting Person, in form
reasonably satisfactory to the Trustee, generally to the effect that such Person
is a prospective purchaser of a Certificate or a beneficial ownership interest
therein, is requesting the information for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential. All Certificateholders, by acceptance of their Certificates, shall
be deemed to have agreed to keep such information confidential, except to the
extent that the Depositor grants written permission to the contrary.
Notwithstanding the preceding sentences of this paragraph, the Trustee shall
have no responsibility for the accuracy, completeness or sufficiency of any
information so made available or furnished by it in the manner described in the
immediately preceding paragraph.
SECTION 8.13 Filings with the Securities and Exchange Commission.
Based on information provided to it by the Master Servicer or the
Depositor, as the case may be, the Trustee shall, at the expense of the
Depositor, prepare for filing, execute and properly file with the Commission,
the Distribution Date Statements, Delinquent Loan Status Reports, REO Status
Reports, Historical Loan Modification Reports, Special Servicer Loan Status
Reports, Historical Loss Estimate Reports and Operating Statement Analyses, and
any reports and statements respecting the Trust Fund and/or the Certificates
specifically provided by the Primary Servicer or the Depositor, as the case may
be, to be filed on behalf of the Trust under the Exchange Act; provided that
such items shall have been received by the Trustee (to the extent not generated
by the Trustee) in a format reasonably satisfactory to both the Master Servicer
and the Trustee; and provided, further, that any such items that are required to
be delivered by the Master Servicer to the Trustee shall be so delivered in a
format reasonably satisfactory to both the Master Servicer and the Trustee. The
Depositor shall promptly file, and exercise its reasonable best efforts to
obtain a favorable response to, no-action requests to, or requests for other
appropriate exemptive relief from, the Commission regarding the usual and
customary exemption from certain reporting requirements granted to issuers of
securities similar to the Certificates.
SECTION 8.14 Fiscal Agent Appointed; Concerning the Fiscal Agent.
(a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial
Fiscal Agent hereunder for the purposes of exercising and performing the
obligations and duties imposed upon the Fiscal Agent hereunder.
(b) The Fiscal Agent undertakes to make Advances as specifically set
forth hereunder and the Fiscal Agent shall not be liable except for the making
of Advances.
(c) No provision of this Agreement shall be construed to relieve the
Fiscal Agent from liability for its own negligent failure to act, bad faith or
its own willful misfeasance; PROVIDED, HOWEVER, that (i) the duties and
obligations of the Fiscal Agent shall be determined solely by the express
provisions hereunder, and the Fiscal Agent shall not be liable except for the
performance of such duties and obligations, (ii) no implied covenants or
obligations shall be read into this Agreement against the Fiscal Agent and, in
the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may
conclusively rely, as to the truth and correctness of the statements or
conclusions expressed therein, upon any resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Fiscal Agent by the Primary Servicer, the Master Servicer, the Special Servicer
or the Depositor and which on their face do not contradict the requirements of
this Agreement, and (iii) the provisions of clauses (ii) and (iii) of SECTION
8.01(C) shall apply to the Fiscal Agent.
(d) The Fiscal Agent also shall have the benefit of provisions of
clauses (a), (b), (c), (d), (e), (f) and (h) of SECTION 8.02.
ARTICLE IX
TERMINATION
SECTION 9.01 Termination Upon Repurchase or Liquidation of All
Mortgage Loans.
Subject to SECTION 9.02, the Trust and the respective obligations
and responsibilities under this Agreement of the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Primary Servicer, the Special Servicer, the
Trustee, the Fiscal Agent and the REMIC Administrator (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth and the obligations of the REMIC
Administrator to file the final Tax Returns for each of the Trust REMICs and to
maintain the books and records thereof for a commercially reasonable period)
shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase by the Primary Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor or the
Mortgage Loan Seller) of all Mortgage Loans and each REO Property remaining in
REMIC I at a price (to be calculated by the Primary Servicer as of the close of
business on the third Business Day preceding the date upon which notice of any
such purchase is furnished to Certificateholders pursuant to the third paragraph
of this SECTION 9.01 and as if the purchase was to occur on such Business Day)
equal to (A) the aggregate Repurchase Price of all the Mortgage Loans included
in REMIC I, plus (B) the appraised value of each REO Property, if any, included
in REMIC I (such appraisal to be conducted by a Qualified Appraiser selected by
the Primary Servicer and approved by the Trustee), minus (C) if such purchase is
being made by the Primary Servicer, the aggregate amount of unreimbursed
Advances made by the Primary Servicer, together with any Advance Interest
payable to the Primary Servicer in respect of such Advances and any unpaid
Master Servicing Fees remaining outstanding (which items shall be deemed to have
been paid or reimbursed to the Primary Servicer in connection with such
purchase), and (ii) the final payment or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The Majority Certificateholder of the Controlling Class (other than
the Depositor or the Mortgage Loan Seller) has the right, and if the Majority
Certificateholder of the Controlling Class fails to exercise such right, the
Primary Servicer has the right, to purchase all of the Mortgage Loans and each
REO Property remaining in REMIC I as contemplated by CLAUSE (I) of the preceding
paragraph by giving written notice to the other parties hereto no later than 60
days prior to the anticipated date of purchase; provided, however, that the
Primary Servicer and any Majority Certificateholder of the Controlling Class
(other than the Depositor or the Mortgage Loan Seller) each may so elect to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I
only if the aggregate Stated Principal Balance of the Mortgage Pool at the time
of such election is less than 5.0% of the Initial Pool Balance. In the event
that the Primary Servicer or any Majority Certificateholder of the Class (other
than the Depositor or the Mortgage Loan Seller) elects to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I in accordance with the
preceding sentence, the Primary Servicer or such Majority Certificateholder, as
applicable, shall deposit in the Distribution Account not later than the Primary
Servicer Remittance Date relating to the Distribution Date on which the final
distribution on the Certificates is to occur, an amount in immediately available
funds equal to the above-described Repurchase Price (exclusive of any portion
thereof payable to any Person other than the Certificateholders pursuant to
SECTION 3.05(A), which portion shall be deposited in the Certificate Account).
In addition, the Primary Servicer shall transfer all amounts required to be
transferred to the Distribution Account on such Primary Servicer Remittance Date
from the Certificate Account pursuant to the first paragraph of SECTION 3.04(B).
Upon confirmation that such final deposits have been made, and receipt of an
Opinion of Counsel as provided for in SECTION 9.02(A), the Trustee shall release
or cause to be released to the purchaser or its designee, the Mortgage Files for
the remaining Mortgage Loans (to the extent that there has been a Recordation
Event) and shall execute all assignments, endorsements and other instruments, in
each case without recourse, representation or warranty, furnished to it by the
purchaser, as shall be necessary to effectuate transfer of the Mortgage Loans
and REO Properties remaining in REMIC I.
Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders, the Participant and, if not previously notified
pursuant to the preceding paragraph, to the other parties hereto mailed (a) in
the event such notice is given in connection with a purchase by the Primary
Servicer or any Majority Certificateholder of the Controlling Class (other than
the Depositor or the Mortgage Loan Seller) of all of the Mortgage Loans and each
REO Property remaining in REMIC I, not earlier than the 15th day and not later
than the 25th day of the month next preceding the month of the final
distribution on the Certificates or (b) otherwise during the month of such final
distribution on or before the 5th day of such month, in each case specifying (i)
the Distribution Date upon which the Trust will terminate and final payment on
the Certificates will be made, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated.
Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the Available
Distribution Amount for such date that is allocable to payments on the relevant
Class in accordance with SECTION 4.01(C). Final distributions on the
Uncertificated Regular Interests shall be made on such date as provided in
SECTION 4.01(B).
Any funds not distributed to any Holder or Holders of Certificates
of any Class on the Final Distribution Date because of the failure of such
Holder or Holders to tender their Certificates shall, on such date, be set aside
and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this SECTION 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, the Class R Certificateholders shall be entitled to all unclaimed
funds and other assets which remain subject thereto and the Trustee shall have
no further obligation or liability therefor.
SECTION 9.02 Additional Termination Requirements.
(a) In the event the Primary Servicer or a Majority
Certificateholder of the Controlling Class (other than the Depositor or the
Mortgage Loan Seller) purchases all of the Mortgage Loans and each REO Property
remaining in REMIC I as provided in SECTION 9.01, the Trust (and, accordingly,
each of the Trust REMICs) shall be terminated in accordance with the following
additional requirements, unless the Primary Servicer or such Majority
Certificateholder, as applicable, obtains at its own expense and delivers to the
Trustee and the REMIC Administrator an Opinion of Counsel, addressed to the
Trustee and the REMIC Administrator, to the effect that the failure of the Trust
to comply with the requirements of this SECTION 9.02 will not result in the
imposition of taxes on "prohibited transactions" of any of the Trust REMICs as
defined in Section 860F of the Code or cause any of the Trust REMICs to fail to
qualify as a REMIC at any time that any Certificates are outstanding:
(i) the REMIC Administrator shall specify the first day in
the 90-day liquidation period in a statement attached to the
final Tax Return for each of the Trust REMICs pursuant to
Treasury Regulations Section 1.860F-1;
(ii) during such 90-day liquidation period and at or prior to the
time of making of the final payment on the Certificates, the Trustee shall
sell all of the assets of REMIC I to the Primary Servicer or the Majority
Certificateholder of the Controlling Class, as applicable, for cash; and
(iii) at the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Holders of the Class R Certificates with
respect to the Class R-I, Class R-II, Class R-III or Class R-IV Residual
Interests all cash on hand (other than cash retained to meet claims), and
each of Trust REMICs shall terminate at that time.
(b) If the requirements of (i), (ii) and (iii) above are complied
with, the Trustee shall not be required to request an Opinion of Counsel
described above in the first sentence of this SECTION 9.02(A), provided no
amendment to the applicable provisions of the REMIC Provisions modify such
requirements, and otherwise the Trustee shall require such an Opinion of
Counsel.
ARTICLE X
ADDITIONAL REMIC PROVISIONS
SECTION 10.01 REMIC Administration.
(a) The REMIC Administrator shall elect to treat each of the Trust
REMICs as a REMIC under the Code and, if necessary, under Applicable State Law.
Each such election will be made on Form 1066 or other appropriate federal or
state Tax Returns for the taxable year ending on the last day of the calendar
year in which the Certificates are issued.
(b) The REMIC I Regular Interests are hereby designated as the
"regular interests" (within the meaning of Section 860G(a)(1) of the Code), and
the Class R-I Residual Interest is hereby designated as the sole class of
"residual interest" (within the meaning of Section 860G(a)(2) of the Code), in
REMIC I. The REMIC II Regular Interests are hereby designated as the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the Class
R-II Residual Interest is hereby designated as the sole class of "residual
interest" (within the meaning of Section 860G(a)(2) of the Code), in REMIC II.
The REMIC III Regular Interests are hereby designated as the "regular interests"
(within the meaning of Section 860G(a)(1) of the Code), and the Class R-III
Residual Interest is hereby designated as the sole class of "residual interest"
(within the meaning of Section 860G(a)(2) of the Code), in REMIC III. The REMIC
IV Regular Interests are hereby designated as the "regular interests" (within
the meaning of Section 860G(a)(1) of the Code), and the Class R-IV Residual
Interest is hereby designated as the sole class of "residual interest" (within
the meaning of Section 860G(a)(2) of the Code), in REMIC IV. None of the REMIC
Administrator, the Primary Servicer, the Master Servicer, the Special Servicer
or the Trustee shall, to the extent it is within the control of such Person,
create or permit the creation of any other "interests" in any of the Trust
REMICs (within the meaning of Treasury Regulations Section 1.860D-1(b)(1)).
(c) The Closing Date is hereby designated as the "startup day" of
each of the Trust REMICs within the meaning of Section 860G(a)(9) of the Code.
The "latest possible maturity date", within the meaning of Treasury Regulations
Section 1.860G-1(a)(4)(iii) of the REMIC I Regular Interests, the REMIC II
Regular Interests, the REMIC III Regular Interests and the REMIC IV Regular
Interests is January 20, 2029, the Distribution Date following the latest
maturity date of any Mortgage Loan.
(d) The REMIC Administrator is hereby designated as agent for the
Tax Matters Person of each of the Trust REMICs and shall: act on behalf of the
Trust in relation to any tax matter or controversy, represent the Trust in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority, request an administrative adjustment as to any
taxable year of the Trust REMICs, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of the Trust REMICs, and otherwise act on behalf of each of the Trust
REMICs in relation to any tax matter or controversy involving such REMIC. By
their acceptance thereof, the Holders of the Residual Certificates hereby agree
to irrevocably appoint the REMIC Administrator as their agent to perform all of
the duties of the Tax Matters Person for each of the Trust REMICs. Subject to
SECTION 10.01(G)(I), the legal expenses and costs of any action described in
this SUBSECTION (D) and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust, and the REMIC Administrator shall be
entitled to be reimbursed therefor out of any amounts on deposit in the
Distribution Account as provided by SECTION 3.05(B).
(e) The REMIC Administrator shall prepare and file, and the Trustee
shall sign, all of the Tax Returns in respect of each of the Trust REMICs. The
expenses of preparing and filing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor.
(f) The REMIC Administrator shall perform on behalf of each of the
Trust REMICs all reporting and other tax compliance duties that are the
responsibility of each such REMIC under the Code, the REMIC Provisions or other
compliance guidance issued by the IRS or any other taxing authority under
Applicable State Law. Included among such duties, the REMIC Administrator shall
provide to: (i) any Transferor of a Residual Certificate and the IRS, such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Person who is a Disqualified
Organization; (ii) the Certificateholders, such information or reports as are
required by the Code or the REMIC Provisions, including, without limitation,
reports relating to interest, original issue discount and market discount or
premium (using the Prepayment Assumption as required); and (iii) the IRS, the
name, title, address and telephone number of the Person who will serve as the
representative of each of the Trust REMICs.
(g) The REMIC Administrator shall perform its duties more
specifically set forth hereunder in a manner consistent with maintaining the
status of each of the Trust REMICs as a REMIC under the REMIC Provisions (and
each of the other parties hereto shall assist it, to the extent reasonably
requested by it). The REMIC Administrator shall not knowingly take (or cause any
of the Trust REMICs to take) any action or fail to take (or fail to cause to be
taken) any action within the scope of its duties more specifically set forth
hereunder that, under the REMIC Provisions, if taken or not taken, as the case
may be, could result in an Adverse REMIC Event with respect to either such
REMIC, unless the REMIC Administrator has received an Opinion of Counsel to the
effect that the contemplated action will not result in an Adverse REMIC Event.
None of the other parties hereto shall take any action (whether or not
authorized hereunder) as to which the REMIC Administrator has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could occur with respect to such action. In addition, prior to
taking any action with respect to the Trust REMICs, or causing any of the Trust
REMICs to take any action, that is not expressly permitted under the terms of
this Agreement, each of the other parties hereto will consult with the REMIC
Administrator, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur. None of the parties hereto shall take any such
action or cause any of the Trust REMICs to take any such action as to which the
REMIC Administrator has advised it in writing that an Adverse REMIC Event could
occur. The REMIC Administrator may consult with counsel to make such written
advice, and the cost of same shall be borne: (i) if such action that is not
expressly permitted by this Agreement would be of a material benefit to or
otherwise in the best interests of the Certificateholders as a whole, by the
Trust and shall be paid by the Trustee at the direction of the REMIC
Administrator out of amounts on deposit in the Distribution Account; and (ii)
otherwise by the party seeking to take the action not permitted by this
Agreement.
(i) In the event that any tax is imposed on any of the Trust
REMICs, including, without limitation, "prohibited transactions"
taxes as defined in Section 860F(a)(2) of the Code, any taxes on
contributions to any of the Trust REMICs after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax
imposed by the Code or any applicable provisions of state or
local tax laws (other than any tax permitted to be incurred by
the Special Servicer pursuant to Section 3.17(a)), such tax,
together with all incidental costs and expenses (including,
without limitation, penalties and reasonable attorneys' fees),
shall be charged to and paid by: (i) the REMIC Administrator, if
such tax arises out of or results from a breach by the REMIC
Administrator of any of its obligations under this ARTICLE X;
(ii) the Trustee, if such tax arises out of or results from a
breach by the Trustee of any of its obligations under this
ARTICLE X; (iii) the Primary Servicer, if such tax arises out of
or results from a breach by the Primary Servicer of any of its
obligations under ARTICLE III or this ARTICLE X; (iv) the Special
Servicer, if such tax arises out of or results from a breach by
the Special Servicer of any of its obligations under ARTICLE III
or this ARTICLE X; or (v) the Trust in all other instances. Any
tax permitted to be incurred by the Special Servicer pursuant to
SECTION 3.17(A) shall be charged to and paid by the Trust. Any
such amounts payable by the Trust in respect of taxes shall be
paid by the Trustee at the direction of the REMIC Administrator
out of amounts on deposit in the Distribution Account.
(h) The REMIC Administrator and, to the extent that records are
maintained thereby in the normal course of its business, each of the other
parties hereto shall, for federal income tax purposes, maintain books and
records with respect to each of the Trust REMICs on a calendar year and on an
accrual basis. Such records with respect to each of the Trust REMICs shall
include, for each Distribution Date, the applicable Uncertificated Principal
Balance, [Remittance Rate], and each category of distribution on or with respect
to Uncertificated REMIC I Regular Interests.
(i) Following the Startup Day therefor, the Trustee shall not accept
any contributions of assets to any of the Trust REMICs unless it shall have
received an Opinion of Counsel (at the expense of the party seeking to cause
such contribution) to the effect that the inclusion of such assets in such REMIC
will not cause: (i) such REMIC to fail to qualify as a REMIC at any time that
any Certificates are outstanding; or (ii) the imposition of any tax on such
REMIC under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) None of the REMIC Administrator, the Primary Servicer, the
Special Servicer or the Trustee shall consent to or, to the extent it is within
the control of such Person, permit: (i) the sale or disposition of any of the
Mortgage Loans (except in connection with (A) a breach of any representation or
warranty of the Mortgage Loan Seller regarding the Mortgage Loans or as
otherwise provided for in SECTION 2.03, (B) the foreclosure, default or imminent
default of a Mortgage Loan, including but not limited to, the sale or other
disposition of a Mortgaged Property acquired by deed-in-lieu of foreclosure, (C)
the bankruptcy of any of the Trust REMICs, or (D) the termination of the Trust
pursuant to ARTICLE IX of this Agreement); (ii) the sale or disposition of any
investments in the Certificate Account or the REO Account for gain; or (iii) the
acquisition of any assets for the Trust Fund (other than a Mortgaged Property
acquired through foreclosure, deed-in-lieu of foreclosure or otherwise in
respect of a defaulted Mortgage Loan and other than Permitted Investments
acquired in connection with the investment of funds in the Certificate Account
or the REO Account); in any event unless it has received an Opinion of Counsel
(from and at the expense of the party seeking to cause such sale, disposition,
or acquisition) to the effect that such sale, disposition, or acquisition will
not cause: (x) any of the Trust REMICs to fail to qualify as a REMIC at any time
that any Certificates are outstanding; or (y) the imposition of any tax on REMIC
I, REMIC II, REMIC III or REMIC IV under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.
(k) Except as otherwise permitted by SECTION 3.17(A) and SECTION
3.20(D), none of the REMIC Administrator, the Primary Servicer, the Special
Servicer or the Trustee shall enter into any arrangement by which any of the
Trust REMICs will receive a fee or other compensation for services or, to the
extent it is within the control of such Person, permit any of the Trust REMICs
to receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code. At all times as may be required by the Code, the REMIC
Administrator shall make reasonable efforts to ensure that substantially all of
the assets of the Trust REMICs will consist of "qualified mortgages" as defined
in Section 860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
SECTION 10.02 Depositor, Master Servicer, Primary Servicer,
Special Servicer and Trustee to Cooperate with
REMIC Administrator.
(a) The Depositor shall provide or cause to be provided to the REMIC
Administrator, within ten (10) days after the Closing Date, all information or
data that the REMIC Administrator reasonably determines to be relevant for tax
purposes as to the valuations and issue prices of the REMIC Regular
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates. For such purposes, the
Trustee shall treat the foregoing information with respect to the Principal
Balance Certificates and the Class X Certificates as the equivalent of such
information with respect of the Corresponding Class of REMIC IV Regular
Interests; provided, that the Class UX1 and Class UX2 Uncertificated Interests
shall correspond in the aggregate to the Class X Certificates.
(b) The Primary Servicer, the Master Servicer, the Special Servicer
and the Trustee shall each furnish such reports, certifications and information,
and access to such books and records maintained thereby, as may relate to the
Certificates or the Trust Fund and as shall be reasonably requested by the REMIC
Administrator in order to enable it to perform its duties hereunder.
(c) No provision of this Agreement shall be construed to relieve the
REMIC Administrator from liability for its own negligent failure to act, bad
faith or its own willful misfeasance; PROVIDED, HOWEVER, that (i) the duties and
obligations of the REMIC Administrator shall be determined solely by the express
provisions hereunder, and the REMIC Administrator shall not be liable except for
the performance of such duties and obligations, and (ii) no implied covenants or
obligations shall be read into this Agreement against the REMIC Administrator
and, in the absence of bad faith on the part of the REMIC Administrator, the
REMIC Administrator 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 REMIC Administrator by the Trustee, the Master
Servicer, the Special Servicer, the Primary Servicer or the Depositor and which
on their face do not contradict the requirements of this Agreement.
(d) To the extent consistent with its duties as specifically set
forth in this ARTICLE X, the REMIC Administrator also shall have the benefit of
provisions of clauses (a), (b), (c), (d), (e), (g) and (h) of Section 8.02.
(e) The recitals contained herein and in the Certificates (other
than the representations and warranties of the REMIC Administrator SECTION
2.08(a) and (D)) shall be taken as the statements of the Depositor, the Mortgage
Loan Seller, the Primary Servicer, the Master Servicer or the Special Servicer,
as the case may be, and the REMIC Administrator assumes no responsibility for
their correctness. The REMIC Administrator makes no representations as to the
validity or sufficiency of this Agreement (other than as specifically set forth
in SECTION 2.08(A) and (D)) or of any Certificate or of any Mortgage Loan or
related document. The REMIC Administrator shall not be liable for the use or
application by the Depositor of any of the Certificates issued to it or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor or the Mortgage Loan Seller in respect of the assignment of the
Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the
Certificate Account or any other account by or on behalf of the Depositor, the
Primary Servicer, the Master Servicer or the Special Servicer.
SECTION 10.03 Fees of the REMIC Administrator.
In the event the Trustee and the REMIC Administrator are not the
same Person, the Trustee covenants and agrees to pay to the REMIC Administrator
from time to time, and the REMIC Administrator shall be entitled to, reasonable
compensation (as set forth in a written agreement between the Trustee and the
REMIC Administrator) for all services rendered by it in the exercise and
performance of any of the obligations and duties of the REMIC Administrator
hereunder.
SECTION 10.04 Use of Agents.
The REMIC Administrator may execute any of its obligations and
duties hereunder either directly or by or through agents or attorneys-in-fact
consented to by the Trustee, which consent shall not be unreasonably withheld;
provided that the REMIC Administrator shall not be relieved of its liabilities,
duties and obligations hereunder by reason of the use of any such agent or
attorney-in-fact.
SECTION 10.05 Grantor Trust Administration.
(a) The Trustee shall treat the portion of the Trust Fund exclusive
of the Trust REMICs, consisting of the REMIC IV Regular Interests, the Grantor
Trust Distribution Account and the rights of the Principal Balance Certificates
to receive payments in respect of their related Interest Carryovers, as a
grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A
of the Code. The Fixed Rate Certificates represent undivided beneficial
interests in the rights to receive payments in respect of Additional Interest
and Fixed Rate Interest Carryovers. The Class A-1V Certificates represent
undivided beneficial interests in the right to receive payments in respect of
Additional Interest and Class A-1V LIBOR Interest Carryovers. The Class X
Certificates represent undivided beneficial interests in the Class UX1 and Class
UX2 Regular Interests, subject to the obligation to make payments in respect of
[Additional Interest and Interest Carryovers as provided herein.
(b) The Trustee shall report to the applicable Certificateholders,
at the time or times and in the manner required by the Code, each such
Certificateholder's share of the income or gain and, if applicable, expense or
loss, with respect to its interest in the corresponding REMIC IV Regular
Interest and its interests in the grantor trust portion of the Trust Fund (i.e.,
Additional Interest and Interest Carryovers received or paid) on a schedule to
IRS Form 1041 (or such other form as may be applicable) for the portion of the
year during which such person was a Certificateholder.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment.
(a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct, modify or
supplement any provision herein which may be defective or may be inconsistent
with any other provision herein, (iii) to add any other provisions with respect
to matters or questions arising hereunder which shall not be inconsistent with
the provisions hereof, (iv) to relax or eliminate any requirement hereunder
imposed by the REMIC Provisions if the REMIC Provisions are amended or clarified
such that any such requirement may be relaxed or eliminated; (v) if such
amendment, as evidenced by an Opinion of Counsel delivered to the Trustee and
the REMIC Administrator, is reasonably necessary to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to any of
the Trust REMICs at least from the effective date of such amendment, or would be
necessary to avoid the occurrence of a prohibited transaction or to reduce the
incidence of any tax that would arise from any actions taken with respect to the
operation of any of the Trust REMICs; (vi) to modify, add to or eliminate any
provisions of SECTION 5.02(D)(I), (II) and (III); or (VII) for any other
purpose; provided that such amendment (other than any amendment for the specific
purposes described in CLAUSES (V) and (VI) above) shall not, as evidenced by an
Opinion of Counsel obtained by or delivered to the Trustee, adversely affect in
any material respect the interests of any Certificateholder without such
Certificateholder's written consent; and provided further that such amendment
(other than any amendment for any of the specific purposes described in CLAUSES
(I) through (VI) above) shall not result in a downgrade, qualification (if
applicable) or withdrawal of any rating then assigned to any Class of
Certificates by any Rating Agency (as evidenced by written confirmation to such
effect from each Rating Agency obtained by or delivered to the Trustee).
(b) This Agreement may also be amended from time to time by the
mutual agreement of the parties hereto, with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the
affected Classes, and the confirmation by the Rating Agencies that such
amendment will not result in a qualification or downgrade of the rating of any
of the Certificates, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received or advanced on the Mortgage Loans and any
REO Properties which are required to be distributed on any Certificate without
the written consent of the Holder of such Certificate, (ii) adversely affect in
any material respect the interests of the Holders of any Class of Certificates
in a manner other than as described in CLAUSE (B)(I) without the written consent
of the Holders of all Certificates of such Class, or (iii) modify the provisions
of this SECTION 11.01 without the written consent of the Holders of all
Certificates then outstanding. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this SECTION 11.01, Certificates registered in the name of the Depositor, the
Mortgage Loan Seller, the Master Servicer, the Primary Servicer, the Special
Servicer or any of their respective Affiliates shall be entitled to the same
Voting Rights with respect to matters described above as they would if any other
Person held such Certificates. For purposes of this SECTION 11.01(B), a Class of
Certificates is an "affected Class" if and only if it would, as the result of
any such amendment, experience any of the effects described in clauses (i), (ii)
and (iii) of this SECTION 11.01(B).
(c) At the direction of the Holders of Certificates entitled to 100%
of the Voting Rights allocated to the affected Classes, and with the agreement
of all of the parties hereto (none of which shall withhold its agreement unless
its obligations hereunder would be materially increased), the Agreement shall be
amended for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates, including without limitation,
(i) to cause such Classes to be restructured, (ii) to create in connection with
any restructuring one or more new classes of Certificates, which may include,
without limitation, one or more classes of Certificates entitled to payments of
principal on a priority basis from collections in respect of some or all of the
Multifamily Loans, (iii) to make in connection with any such restructuring one
or more additional REMIC elections with respect to the Trust Fund and (iv) to
provide for the book-entry registration of any such existing or newly created
classes of Certificates. For purposes of this SECTION 11.01(C), a Class of
Certificates is an "affected Class" if and only if it would, as the result of
any such amendment, experience any of the effects described in clauses (i), (ii)
and (iii) of SECTION 11.01(B). Any restructuring pursuant to this SECTION
11.01(C) shall require the prior written approval of each Rating Agency and
confirmation of the ratings of each such Class of Certificates (taking into
account such restructuring).
(d) Notwithstanding any contrary provision of this Agreement,
neither the Trustee nor the REMIC Administrator shall consent to any amendment
to this Agreement unless it shall first have obtained or been furnished with an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to any party hereto in accordance with such amendment (i) is
permitted hereunder, and (ii) will not result in the imposition of a tax on any
of the Trust REMICs pursuant to the REMIC Provisions, cause any of the Trust
REMICs to fail to qualify as a REMIC or cause the Grantor Trust to fail to
qualify as a grantor trust at any time that any Certificates are outstanding.
(e) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of the amendment to each Certificateholder and the
Participant.
(f) It shall not be necessary for the consent of Certificateholders
under this SECTION 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe; provided that such
consents shall be in writing.
(g) The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.
(h) The cost of any Opinion of Counsel to be delivered pursuant to
SECTION 11.01(A) or (D) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
in furtherance of the rights and interests of Certificateholders, the cost of
any Opinion of Counsel required in connection therewith pursuant to SECTION
11.01(A) or (D) shall be payable out of the Distribution Account.
SECTION 11.02 Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Trustee or the Master Servicer at the expense of the Trust, but
only upon direction accompanied by an Opinion of Counsel (the reasonable cost of
which may be paid out of the Distribution Account) to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders. It is acknowledged that the Trustee has no obligation to
monitor whether such recordation in necessary under this section.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
SECTION 11.03 Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
(b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and (except in the case of a default by the Trustee)
the Holders of Certificates entitled to at least 25% of the Voting Rights shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this SECTION 11.03(C), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.
SECTION 11.04 Governing Law.
This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.
SECTION 11.05 Notices.
Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (1) in the case of the Depositor, NationsLink
Funding Corporation, NationsBank Corporate Center, 100 North Tryon Street,
Charlotte, North Carolina 28255 Attention: David A. Gertner, telecopy number:
(704) 386-1094 (with copies to Robert W. Long, Esq., Assistant General Counsel,
BankAmerica Corporation, NationsBank Corporate Center, 100 North Tryon Street
(20th Floor), Charlotte, North Carolina 28255, telecopy number: (704) 386-6453;
(2) in the case of the Mortgage Loan Seller, NationsBank, N.A., NationsBank
Corporate Center, NC1-007-07-01, 100 North Tryon Street, Charlotte, North
Carolina 28255, Attention: David Gertner, telecopy number: (704) 386-1904; (3)
in the case of the Primary Servicer, Bank of America NT&SA, Investor Reporting,
333 South Beaudry Avenue, 26th Floor, Los Angeles, California 90017, telecopy
number: (213) 345-7240; (4) in the case of the Master Servicer and the Special
Servicer, Banc One Mortgage Capital Markets, LLC, 1717 Main Street, 14th Floor,
Dallas, Texas 75201, Attention: Edgar L. Smith, II, telecopy number (214)
237-2034, with a copy to Banc One Mortgage Capital Markets, LLC, 1717 Main
Street, 12th Floor, Dallas, Texas 75201, Attention: Paul G. Smyth, telecopy
number (214) 237-2040; (5) in the case of the Trustee and REMIC Administrator,
LaSalle Bank National Association, 135 South LaSalle, Suite 1625, Chicago,
Illinois 60674, Attention: Asset Backed Securities Trust Services Group,
NationsLink Funding Corporation, Series 1999-SL, telecopy number: (312) 904-2084
(6) in the case of the Rating Agencies, (A) Moody's Investors Service, Inc., 99
Church Street, New York, New York 10007, Attention: Commercial MBS Monitoring
Department, telecopy number (212) 553-0300; (B) Fitch IBCA, Inc., Commercial
Mortgage Surveillance, One State Street Plaza, New York, New York 10004,
telecopy number (212) 635-0295; (7) in the case of the Fiscal Agent, ABN AMRO
Bank N.V., 135 South LaSalle, Suite 1625, Chicago, Illinois 60674, Attention:
Asset Backed Securities Trust Services Group, NationsLink Funding Corporation,
Series 1999-SL, telecopy number: (312) 904-2084; or as to each such Person such
other address as may hereafter be furnished by such Person to the parties hereto
in writing. Any communication required or permitted to be delivered to a
Certificateholder shall be deemed to have been duly given when mailed first
class, postage prepaid, to the address of such Holder as shown in the
Certificate Register.
SECTION 11.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.07 Successors and Assigns; Beneficiaries.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. Except
as specifically contemplated by SECTIONS 3.22, 3.24, 6.03 and 8.05 and otherwise
with respect to the Participant as expressly provided, no other person,
including, without limitation, any Mortgagor, shall be entitled to any benefit
or equitable right, remedy or claim under this Agreement.
SECTION 11.08 Article and Section Headings.
The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
SECTION 11.09 Notices to and from Rating Agencies.
(a) The Trustee shall promptly provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default hereunder that
has not been cured;
(iii) a merger or consolidation of, or the resignation or
termination of the Master Servicer, the Primary Servicer, the
Special Servicer or the REMIC Administrator and the appointment
of a successor;
(iv) any change in the location of the Distribution Account;
(v) the final payment to any Class of Certificateholders;
and
(vi) the repurchase of any Mortgage Loan by the Mortgage
Loan Seller pursuant to SECTION 2.03.
(b) The Primary Servicer shall promptly provide notice to each
Rating Agency with respect to each of the following of which it has actual
knowledge:
(i) the merger or consolidation of, or the resignation or
removal of, the Trustee and the appointment of a successor;
(ii) any change in the location of the Certificate Account;
(iii) any material casualty at or condemnation or eminent
domain proceeding in respect of a Mortgaged Property;
(iv) for Mortgage Loans with a then-current Principal
Balance of over $1,000,000.00, any material damage to any
Mortgaged Property;
(v) for Mortgage Loans with a then-current Principal Balance
of over $1,000,000.00, any change in lien priority of any
Mortgage Loan which materially and adversely affects the value of
the Mortgage Loan or the Mortgaged Property; and
(vi) any release of any portion of the Mortgaged Property
other than related to whole or partial prepayments of Mortgage
Loans which materially and adversely affects the value of the
Mortgage Loan or the Mortgaged Property.
(c) Each of the Primary Servicer and the Special Servicer, as the
case may be, shall furnish to each Rating Agency such information with respect
to the Mortgage Loans as the Rating Agency shall reasonably request and which
the Primary Servicer or the Special Servicer, as the case may be, can reasonably
provide.
(d) Each of the Primary Servicer and the Special Servicer shall
promptly furnish to each Rating Agency copies of the following:
(i) each of its annual statements as to compliance described
in SECTION 3.13; and
(ii) each of its annual independent public accountants'
servicing reports described in SECTION 3.14, if any.
In addition, as and to the extent required by SECTION 3.12(B), each of the
Primary Servicer and the Special Servicer shall promptly furnish, upon request,
to each Rating Agency copies or summaries (in such format as will be acceptable
to the Rating Agency) of any of the written reports, including, without
limitation, reports regarding property inspections and annual operating
statements and rent rolls collected pursuant to SECTION 3.12(B).
(e) The Trustee shall promptly furnish each Rating Agency on a
monthly basis, to the extent not made available on the Trustee's Website, copies
of the statements to the Holders of the REMIC II Regular Certificates required
by the first paragraph of SECTION 4.02(A).
(f) To the extent reasonably possible, all information and reports
delivered or made available to the Rating Agencies, or a Class F, Class G, Class
H, Class J and Class K Certificateholder (if requested by such Holder), by any
of the Trustee, the Primary Servicer or the Special Servicer pursuant to this
SECTION 11.09, shall be so delivered or otherwise made available through an
electronic medium.
(g) Each Rating Agency shall provide to the Trustee, upon its
request, a listing of the then current rating on any Certificate then
outstanding.
SECTION 11.10 Requests for Information; Standing Requests.
(a) Any Holder of a Class F, Class G or Class X Certificate
(certified as such by the Trustee) shall be entitled to, upon request to the
Master Servicer, receive a copy from the Primary Servicer of any notice or
report to be delivered hereunder to the Directing Certificateholder.
(b) For the avoidance of doubt, it is noted that to the extent that
any Rating Agency, or any Holder of a Class F, Class G or Class X Certificate,
is stated herein to be entitled to obtain from the Primary Servicer or the
Special Servicer, upon request, any particular report or other item of
information obtained or prepared with respect to the Mortgage Loans by the
parties to this Agreement in the course of their performance hereof, after such
person is certified by the Trustee as such a holder, until the Trustee revokes
such certification by a notice; such request by such Person may take the form of
a standing request to the Primary Servicer or the Special Servicer, as the case
may be, to receive all such reports or items until further notice.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers or representatives thereunto duly
authorized, in each case as of the day and year first above written.
NATIONSLINK FUNDING CORPORATION,
Depositor
By: /S/ JAMES E. NAUMANN
------------------------------------------
Name: James E. Naumann
Title: Senior Vice President
BANK OF AMERICA NT&SA,
Mortgage Loan Seller and Primary Servicer
By: /S/ JAMES E. NAUMANN
------------------------------------------
Name: James E. Naumann
Title: Senior Vice President
BANC ONE MORTGAGE CAPITAL MARKETS, LLC,
Master Servicer and Special Servicer
By: /S/ EDGAR L. SMITH
------------------------------------------
Name: Edgar L. Smith, II
Title: Chief Operating Officer
LASALLE BANK NATIONAL ASSOCIATION,
Trustee and REMIC Administrator
By: /S/ BARBARA L. MARIK
------------------------------------------
Name: Barbara L. Marik
Title: Asst. Vice President
ABN AMRO BANK N.V.,
Fiscal Agent
By: /S/ ROBERT C. SMOLKA
------------------------------------------
Name: Robert C. Smolka
Title: Group Vice President
ABN AMRO BANK N.V.,
Fiscal Agent
By: /S/ MARY C. CASEY
------------------------------------------
Name: Mary C. Casey
Title: Vice President
<PAGE>
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 27th day of May, 1999, before me, a notary public in and for
said State, personally appeared James E. Naumann, known to me to be a Senior
Vice President of NATIONSLINK FUNDING CORPORATION and BANK OF AMERICA NT&SA, two
of the entities that executed the within instrument, and also known to me to be
the person who executed it on behalf of such entities, and acknowledged to me
that such person executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/S/ CHERYL D. FAUST
-----------------------------
Notary Public
[Notarial Seal]
My commission expires: May 19, 2001
<PAGE>
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 26 day of May, 1999, before me, a notary public in and for
said State, personally appeared Edgar L. Smith, II known to me to be the Chief
Executive Officer of BANC ONE MORTGAGE CAPITAL MARKETS, LLC, one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such person
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/S/ DAISY SANTIAGO
-----------------------------
Notary Public
[Notarial Seal]
My commission expires: September 12, 2001
<PAGE>
STATE OF Illinois )
) ss.:
COUNTY OF Cook )
On the 27th day of May 1999, before me, Heidi Thatcher, a notary
public in and for said State, personally appeared Barbara L. Marik, known to me
to be an Assistant Vice President of LaSalle Bank National Association, one of
the corporations that executed the within instrument, and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/S/ HEIDI THATCHER
-----------------------------
Heidi Thatcher, Notary Public
[Notarial Seal]
My commission expires: 12/15/2002
<PAGE>
STATE OF Illinois )
) ss.:
COUNTY OF Cook )
On the 27th day of May 1999, before me, Heidi Thatcher, a notary
public in and for said State, personally appeared Mary C. Casey, Vice President,
and Robert C. Smolka, Group Vice President of ABN AMRO BANK N.V., one of the
corporations that executed the within instrument, and also known to me to be the
persons who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/S/ HEIDI THATCHER
-----------------------------
Heidi Thatcher, Notary Public
[Notarial Seal]
My commission expires: 12/15/2002
<PAGE>
EXHIBIT A-1
FORM OF CLASS A-1 CERTIFICATE
CLASS A-1 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
5.805% per annum this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class A-1 Certificates as of
Cut-off Date: May 1, 1999 the Issue Date: $264,690,383
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. A-1-___ CUSIP No. [_______________]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ___________________________________________________.
Distributions made by check (such check to be made payable to
____________________________________) and all applicable statements and notices
should be mailed to _______________________________________________.
This information is provided by
________________________________________, the assignee named above, or
_________________________________________, as its agent.
<PAGE>
EXHIBIT A-2
FORM OF CLASS A-2 CERTIFICATE
CLASS A-2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
6.096% per annum this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class A-2 Certificates as of
Cut-off Date: May 1, 1999 the Issue Date: $75,459,076
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. A-2-__ CUSIP No. [_______________]
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of _______________________________________________.
Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to ______________________________________________________.
This information is provided by
___________________________________, the assignee named above, or
______________________________________, as its agent.
<PAGE>
EXHIBIT A-3
FORM OF CLASS A-3 CERTIFICATE
CLASS A-3 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
6.297% per annum this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class A-3 Certificates as of
Cut-off Date: May 1, 1999 the Issue Date: $43,385,473
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. A-3-__ CUSIP No. [_______________]
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-3 Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of _______________________________________________.
Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to ______________________________________________________.
This information is provided by
___________________________________, the assignee named above, or
______________________________________, as its agent.
<PAGE>
EXHIBIT A-4
FORM OF CLASS A-4 CERTIFICATE
CLASS A-4 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
6.654% per annum this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class A-4 Certificates as of
Cut-off Date: May 1, 1999 the Issue Date: $101,223,518
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. A-4-__ CUSIP No. [_______________]
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of _________________________________________________.
Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to ______________________________________________________.
This information is provided by
___________________________________, the assignee named above, or
______________________________________, as its agent.
<PAGE>
EXHIBIT A-5
FORM OF CLASS A-5 CERTIFICATE
CLASS A-5 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
6.888% per annum this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class A-5 Certificates as of
Cut-off Date: May 1, 1999 the Issue Date: $71,067,402
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. A-5-__ CUSIP No. [_______________]
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer, to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-5 Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of _________________________________________________.
Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to ______________________________________________________.
This information is provided by
___________________________________, the assignee named above, or
______________________________________, as its agent.
<PAGE>
EXHIBIT A-6
FORM OF CLASS A-6 CERTIFICATE
CLASS A-6 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
6.608% per annum this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class A-6 Certificates as of
Cut-off Date: May 1, 1999 the Issue Date: $85,328,198
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. A-6-__ CUSIP No. [_______________]
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-6 Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of __________________________________________________.
Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to ______________________________________________________.
This information is provided by
___________________________________, the assignee named above, or
______________________________________, as its agent.
<PAGE>
EXHIBIT A-7
FORM OF CLASS A-1V CERTIFICATE
CLASS A-1V COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
Variable this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class A-1V Certificates as
Cut-off Date: May 1, 1999 of the Issue Date: $325,206,513
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. A-1V-__ CUSIP No. [_______________]
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or Master Servicer to purchase from the
Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1V Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of __________________________________________________.
Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to ______________________________________________________.
This information is provided by
___________________________________, the assignee named above, or
______________________________________, as its agent.
<PAGE>
EXHIBIT A-8
FORM OF CLASS B CERTIFICATE
CLASS B COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
Variable this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class B Certificates as of
Cut-off Date: May 1, 1999 the Issue Date: $47,139,539
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. B-____ CUSIP No. [_______________]
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE DEPOSITOR TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT
IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto _ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of _________________________________________________________.
Distributions made by check (such check to be made payable to
__________________________) and all applicable statements and notices should be
mailed to ____________________________________________.
This information is provided by _____________________________,
the assignee named above, or
_____________________________________________________, as its agent.
<PAGE>
EXHIBIT A-9
FORM OF CLASS C CERTIFICATE
CLASS C COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
Variable this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class C Certificates as of
Cut-off Date: May 1, 1999 the Issue Date: $41,247,097
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. C-__ CUSIP No. [_______________]
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE DEPOSITOR TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT
IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of _____________________________________________________.
Distributions made by check (such check to be made payable to
____________________________) and all applicable statements and notices should
be mailed to __________________________________________.
This information is provided by
____________________________________, the assignee named above, or
_________________________________________, as its agent.
<PAGE>
EXHIBIT A-10
FORM OF CLASS D CERTIFICATE
CLASS D COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
Variable this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class D Certificates as of
Cut-off Date: May 1, 1999 the Issue Date: $38,300,876
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. D -___ CUSIP No. [_______________]
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE DEPOSITOR TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT
IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class D Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________.
Distributions made by check (such check to be made payable to
______________________________________________________________) and all
applicable statements and notices should be mailed to
__________________________________________.
This information is provided by
___________________________________, the assignee named above, or
____________________________________________, as its agent.
<PAGE>
EXHIBIT A-11
FORM OF CLASS E CERTIFICATE
CLASS E COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
Variable this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class E Certificates as of
Cut-off Date: May 1, 1999 the Issue Date: $20,623,548
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. E-_____ CUSIP No. [_______________]
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CERTIFICATE IS ISSUED ON MAY 27, 1999, AND BASED ON ITS ISSUE PRICE OF
88.97967%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 13 DAYS OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF 12% CPR (IN
THE CASE OF THE FIXED RATE MORTGAGE LOANS) AND 16% CPR (IN THE CASE OF THE
ADJUSTABLE RATE MORTGAGE LOANS) USED TO PRICE THIS CERTIFICATE: (I) THE AMOUNT
OF OID AS A PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS
APPROXIMATELY 11.30366505%; (II) THE ANNUAL YIELD TO MATURITY OF THIS
CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY 8.63%; AND (III) THE AMOUNT OF
OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD (MAY 27, 1999 TO JUNE 10, 1999)
COMPUTED USING THE EXACT METHOD, AS A PERCENTAGE OF THE CLASS X NOTIONAL AMOUNT,
IS APPROXIMATELY 0.06012538%.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE DEPOSITOR TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT
IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class E Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS BOOK- AMOUNT OF BOOK-ENTRY NOTATION
DATE ENTRY CERTIFICATE CERTIFICATE MADE BY
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________.
Distributions made by check (such check to be made payable to
_____________________________) and all applicable statements and notices
should be mailed to ___________________________________________________________.
This information is provided by
________________________________________, the assignee named above, or
_________________________________________, as its agent.
<PAGE>
EXHIBIT A-12
FORM OF CLASS F CERTIFICATE
CLASS F COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
Variable this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing Class Principal Balance of all
Agreement: May 1, 1999 the Class F Certificates as of
the Issue Date: $47,139,539
Cut-off Date: May 1, 1999
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. F-__ CUSIP No. [_______________]
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
THE ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CERTIFICATE IS ISSUED ON MAY 27, 1999, AND BASED ON ITS ISSUE PRICE OF
82.77371%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 13 DAYS OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF 12% CPR (IN
THE CASE OF THE FIXED RATE MORTGAGE LOANS) AND 16% CPR (IN THE CASE OF THE
ADJUSTABLE RATE MORTGAGE LOANS) USED TO PRICE THIS CERTIFICATE: (I) THE AMOUNT
OF OID AS A PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS
APPROXIMATELY 17.53323067%; (II) THE ANNUAL YIELD TO MATURITY OF THIS
CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY 10.80%; AND (III) THE AMOUNT
OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD (MAY 27, 1999 TO JUNE 10,
1999) COMPUTED USING THE EXACT METHOD, AS A PERCENTAGE OF THE CLASS X NOTIONAL
AMOUNT, IS APPROXIMATELY 0.08712732%.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE DEPOSITOR TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT
IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class F Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS BOOK- AMOUNT OF BOOK-ENTRY NOTATION
DATE ENTRY CERTIFICATE CERTIFICATE MADE BY
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
_______________________________________________________________________________.
Dated:
______________________________________
Signature by or on behalf of Assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _______________ for the account of
____________________.
Distributions made by check (such check to be made payable to
__________) and all applicable statements and notices should be mailed to
_____________________________________________________________________________.
This information is provided by ___________________________, the
assignee named above, or __________________________________, as its agent.
<PAGE>
EXHIBIT A-13
FORM OF CLASS G CERTIFICATE
CLASS G COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Principal Balance of
Variable this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Principal Balance of all
the Class G Certificates as of
Cut-off Date: May 1, 1999 the Issue Date: $17,677,331
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. G-__ CUSIP No. [_______________]
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
THE ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CERTIFICATE IS ISSUED ON MAY 27, 1999, AND BASED ON ITS ISSUE PRICE OF
77.84441%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 13 DAYS OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF 12% CPR (IN
THE CASE OF THE FIXED RATE MORTGAGE LOANS) AND 16% CPR (IN THE CASE OF THE
ADJUSTABLE RATE MORTGAGE LOANS) USED TO PRICE THIS CERTIFICATE: (I) THE AMOUNT
OF OID AS A PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS
APPROXIMATELY 22.46253079%; (II) THE ANNUAL YIELD TO MATURITY OF THIS
CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY 12.04%; AND (III) THE AMOUNT
OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD (MAY 27, 1999 TO JUNE 10,
1999) COMPUTED USING THE EXACT METHOD, AS A PERCENTAGE OF THE CLASS X NOTIONAL
AMOUNT, IS APPROXIMATELY 0.10277315%.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE DEPOSITOR TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT
IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND AN INTEREST IN
A GRANTOR TRUST AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class G Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS BOOK- AMOUNT OF BOOK-ENTRY NOTATION
DATE ENTRY CERTIFICATE CERTIFICATE MADE BY
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
Dated:
______________________________________
Signature by or on behalf of Assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________.
Distributions made by check (such check to be made payable to
___________) and all applicable statements and notices should be mailed to
___________________________ for the account of ________________________________.
This information is provided by _______________, the assignee named
above, or _______________________________, as its agent.
<PAGE>
EXHIBIT A-14
FORM OF CLASS X CERTIFICATE
CLASS X COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Pass-Through Rate: Certificate Notional Amount of
Variable this Certificate as of the Issue
Date:
$______________
Date of Pooling and Servicing
Agreement: May 1, 1999 Class Notional Amount of all the
Class X Certificates as of the
Cut-off Date: May 1, 1999 Issue Date: $1,178,488,493
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. X-__ CUSIP No. [_______________]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
THE ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CERTIFICATE IS ISSUED ON MAY 27, 1999, AT AN ISSUE PRICE OF 3.87081% OF THE
INITIAL CLASS X NOTIONAL AMOUNT, INCLUDING ACCRUED INTEREST, AND A STATED
REDEMPTION PRICE AT MATURITY EQUAL TO ALL INTEREST DISTRIBUTIONS HEREON, AND IS
ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME TAX PURPOSES.
ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH PROJECTED CASH FLOWS
REFLECTING THE PREPAYMENT ASSUMPTION OF 12% CPR (IN THE CASE OF THE FIXED RATE
MORTGAGE LOANS) AND 16% CPR (IN THE CASE OF THE ADJUSTABLE RATE MORTGAGE LOANS)
USED TO PRICE THIS CERTIFICATE: (I) THE AMOUNT OF OID AS A PERCENTAGE OF THE
INITIAL CLASS X NOTIONAL AMOUNT IS APPROXIMATELY 4.58863185%; (II) THE ANNUAL
YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY
17.99%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD
(MAY 27, 1999 TO JUNE 10, 1999), COMPUTED USING THE EXACT METHOD, AS A
PERCENTAGE OF THE INITIAL CLASS X NOTIONAL AMOUNT, IS APPROXIMATELY 0.02310613%.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE DEPOSITOR TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT
IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS
CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Issue Date by the aggregate notional principal balance of all
the Certificates of the same Class as this Certificate (their "Class Notional
Amount") as of the Issue Date) in that certain beneficial ownership interest in
the Trust Fund evidenced by all the Certificates of the same Class as this
Certificate. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among NationsLink Funding Corporation, as Depositor, and the
Mortgage Loan Seller, Primary Servicer, Master Servicer, Special Servicer,
Trustee, REMIC Administrator and Fiscal Agent identified above. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee, and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By: ____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class X Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS BOOK- AMOUNT OF BOOK-ENTRY NOTATION
DATE ENTRY CERTIFICATE CERTIFICATE MADE BY
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
or the account of _______________________________________________________.
Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to _________________________________________________________.
This information is provided by _________________________, the
assignee named above, or ______________________________________, as its agent.
<PAGE>
EXHIBIT A-15
FORM OF CLASS P CERTIFICATE
CLASS P COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Percentage Interest evidenced by
Pass-Through Rate: this Certificate in the related
Variable Class: 100%
Date of Pooling and Servicing
Agreement: May 1, 1999
Cut-off Date: May 1, 1999
Issue Date: May 27, 1999 Approximate Aggregate unpaid
principal balance of the
First Distribution Date: Mortgage Pool as of the Cut-off
June 10, 1999 Date, after deducting payments
of principal due on or before
Primary Servicer: such date (the "Initial Pool
Bank of America NT&SA Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
Certificate No. P-__
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
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 INTERNAL
REVENUE CODE OF 1986, AS AMENDED (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 CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER
HEREOF WILL BE ENTITLED TO DISTRIBUTIONS OF PREPAYMENT PREMIUMS RECEIVED ON
THE MORTGAGE POOL AS PROVIDED IN THE AGREEMENT.
This certifies that [__________________] is the registered owner of
the Percentage Interest evidenced by this Certificate in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
NationsLink Funding Corporation, as Depositor, and the Mortgage Loan Seller,
Primary Servicer, Master Servicer, Special Servicer, Trustee, REMIC
Administrator and Fiscal Agent identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder or the Primary Servicer to purchase from the Trust Fund all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 5% of the Initial Pool Balance
specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee, and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, without the consent of the Holders of any of
the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By: ____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class X Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS BOOK- AMOUNT OF BOOK-ENTRY NOTATION
DATE ENTRY CERTIFICATE CERTIFICATE MADE BY
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
or the account of ______________________________________________.
Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to _________________________________________________________.
This information is provided by _________________________, the
assignee named above, or ______________________________________, as its agent.
<PAGE>
EXHIBIT A-16
FORM OF CLASS R CERTIFICATE
CLASS R COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1999-SL
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
NATIONSLINK FUNDING CORPORATION
Date of Pooling and Servicing Certificate No. R- ____
Agreement: May 1, 1999
Percentage Interest evidenced by
Cut-off Date: May 1, 1999 this Certificate in the related
Class: ____%
Issue Date: May 27, 1999
Approximate Aggregate unpaid
First Distribution Date: principal balance of the
June 10, 1999 Mortgage Pool as of the Cut-off
Date, after deducting payments
Primary Servicer: of principal due on or before
Bank of America NT&SA such date (the "Initial Pool
Balance"): $1,178,488,493
Master Servicer: Trustee and REMIC Administrator:
Banc One Mortgage Capital Markets, LLC LaSalle Bank National Association
Special Servicer:
Banc One Mortgage Capital Markets, LLC
Mortgage Loan Seller: Fiscal Agent:
Bank of America NT&SA ABN AMRO Bank N.V.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN NATIONSLINK
FUNDING CORPORATION, BANK OF AMERICA NT&SA, LASALLE BANK NATIONAL ASSOCIATION,
ABN AMRO BANK N.V., BANC ONE MORTGAGE CAPITAL MARKETS, LLC OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
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 INTERNAL
REVENUE CODE OF 1986, AS AMENDED (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.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE "RESIDUAL
INTEREST" IN FOUR SEPARATE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS" ("REMICS")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS AS SET FORTH IN SECTION 5.02 OF THE AGREEMENT.
EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY IF
ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF
SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO
HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.
This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate (as specified above) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Certificates of the same Class as this Certificate. The Trust Fund was created
and the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), among NationsLink Funding
Corporation, as Depositor, and the Mortgage Loan Seller, Primary Servicer,
Master Servicer, Special Servicer, Trustee, REMIC Administrator and Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 10th day of each month or, if such 10th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing
upon the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of the Person entitled thereto, as such name and address
appear in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, Distribution Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Master
Servicer, the Trustee and the REMIC Administrator of any change or impending
change in its status as a Permitted Transferee. In connection with any proposed
transfer of any Ownership Interest in this Certificate, the Certificate
Registrar shall require delivery to it, and shall not register the transfer of
this Certificate until its receipt of, an affidavit and agreement substantially
in the form attached as Exhibit C-1 to the Agreement (a "Transfer Affidavit and
Agreement") from the proposed Transferee, in form and substance satisfactory to
the Certificate Registrar, representing and warranting, among other things, that
such Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in this Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of Section 5.02(d) of the
Agreement and agrees to be bound by them. Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed Transferee, if the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, the Certificate Registrar shall not register the Transfer of an
Ownership Interest in this Certificate to such proposed Transferee.
Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee.
A "Permitted Transferee" is any Transferee that is not a
Disqualified Organization or a Non-United States Person.
A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of whose board of
directors is not selected by such governmental unit), (ii) a foreign government,
any international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code and
(v) any other Person so designated by the REMIC Administrator based upon an
opinion of counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Residual
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
A "Non-United States Person" is any Person other than a United
States Person. A "United States Person" is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, an
estate whose income is subject to United States federal income tax regardless of
its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust, all within the meaning of Section 7701(a)(30) of the Code.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Mortgage Loan Seller, the Primary Servicer, the
Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Mortgage Loan Seller, the Primary
Servicer, the Master Servicer, the Special Servicer, the Fiscal Agent, the
Trustee, the REMIC Administrator, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Primary Servicer, the Master Servicer
or by any Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust
Fund. The Agreement permits, but does not require, any such Majority
Certificateholder, the Primary Servicer or the Master Servicer to purchase from
the Trust Fund all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 5% of the
Initial Pool Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Trustee and the REMIC Administrator
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Mortgage Loan Seller, the Primary Servicer, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the REMIC
Administrator with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II,
REMIC III or REMIC IV, without the consent of the Holders of any of the
Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.
LaSalle Bank National Association,
as Trustee
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle Bank National Association,
as Certificate Registrar
By:____________________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
Dated:
_________________________________________
Signature by or on behalf of Assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _______________ for the account of
____________________.
Distributions made by check (such check to be made payable to
________________) and all applicable statements and notices should be mailed
to_______________________________________________________________.
This information is provided by ______________, the assignee named
above, or ______________________________, as its agent.
<PAGE>
EXHIBIT B
FORM OF INVESTMENT REPRESENTATION LETTER
LaSalle Bank National Association,
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674
Attention: Asset Backed Securities Trust Services
Group NationsLink 1999-SL
NationsLink Funding Corporation
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Re: TRANSFER OF NATIONSLINK FUNDING CORPORATION, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-SL
-------------------------------------------------------
Ladies and Gentlemen:
This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of May 1, 1999 (the "POOLING AND SERVICING
AGREEMENT"), by and among NationsLink Funding Corporation, as Depositor, Bank of
America NT&SA, as Mortgage Loan Seller, Banc One Mortgage Capital Markets, LLC,
as Master Servicer and as Special Servicer, LaSalle Bank National Association,
as Trustee and ABN AMRO Bank N.V., as fiscal agent on behalf of the holders of
NationsLink Funding Corporation, Commercial Mortgage Pass-Through Certificates,
Series 1999-SL (the "CERTIFICATES"), in connection with the transfer by
_________________ (the "SELLER") to the undersigned (the "PURCHASER") of
$_______________ aggregate Certificate Balance of Class ___ Certificates (the
"CERTIFICATE"). Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.
In connection with such transfer, the Purchaser hereby represents
and warrants to you and the addressees hereof as follows:
1. Check one of the following:*
The Purchaser is an institutional "accredited investor" (an
entity meeting the requirements of Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act of 1933, as
amended (the "1933 ACT")) and has such knowledge and
experience in financial and business matters as to be capable
of evaluating the merits and risks of its investment in the
Certificates, and the Purchaser and any accounts for which it
is acting are each able to bear the economic risk of the
Purchaser's or such account's investment. The Purchaser is
acquiring the Certificates purchased by it for its own account
or for one or more accounts (each of which is an
"institutional accredited investor") as to each of which the
Purchaser exercises sole investment discretion. The Purchaser
hereby undertakes to reimburse the Trust Fund for any costs
incurred by it in connection with this transfer.
- --------
* Purchaser must include one of the following two certifications.
The Purchaser is a "qualified institutional buyer" within the
meaning of Rule 144A ("RULE 144A") promulgated under the
Securities Act of 1933, as amended (the "1933 ACT") The
Purchaser is aware that the transfer is being made in reliance
on Rule 144A, and the Purchaser has had the opportunity to
obtain the information required to be provided pursuant to
paragraph (d)(4)(i) of Rule 144A.
2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale to (i) "qualified
institutional buyers" in transactions under Rule 144A, and not in any event with
the view to, or for resale in connection with, any distribution thereof or (ii)
to institutional "accredited investors" meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D promulgated under the 1933 Act,
pursuant to any other exemption from the registration requirements of the 1933
Act, subject in the case of this clause (ii) to (w) the receipt by the
Certificate Registrar of a letter substantially in the form hereof, (x) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the
Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the 1933 Act, (y) the receipt by the Certificate Registrar of
such other evidence acceptable to the Certificate Registrar that such reoffer,
resale, pledge or transfer is in compliance with the 1933 Act and other
applicable laws and (z) a written undertaking to reimburse the Trust for any
costs incurred by it in connection with the proposed transfer. The Purchaser
understands that the Certificate (and any subsequent Certificate) has not been
registered under the 1933 Act, by reason of a specified exemption from the
registration provisions of the 1933 Act which depends upon, among other things,
the bona fide nature of the Purchaser's investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.
3. The Purchaser has reviewed the Private Placement Memorandum
relating to the Certificates (the "PRIVATE PLACEMENT MEMORANDUM") and the
agreements and other materials referred to herein and has had the opportunity to
ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Private Placement Memorandum.
4. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the 1933 Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder or unless an exemption from such registration or
qualification is available.
5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.
6. The Purchaser will not sell or otherwise transfer any portion of
the Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.
7. Check one of the following:*
The Purchaser is a U.S. Person (as defined below) and it has
attached hereto an Internal Revenue Service ("IRS") Form W-9
(or successor form).
The Purchaser is not a U.S. Person and under applicable law in
effect on the date hereof, no taxes will be required to be
withheld by the Trustee (or its agent) with respect to
distributions to be made on the Certificate. The Purchaser has
attached hereto either (i) a duly executed IRS Form W-8 (or
successor form), which identifies such Purchaser as the
beneficial owner of the Certificate and states that such
Purchaser is not a U.S. Person or (ii) two duly executed
copies of IRS Form 4224 (or successor form), which identify
such Purchaser as the beneficial owner of the Certificate and
state that interest and original issue discount on the
Certificate and Permitted Investments is, or is expected to
be, effectively connected with a U.S. trade or business. The
Purchaser agrees to provide to the Certificate Registrar
updated IRS Forms W-8 or IRS Forms 4224, as the case may be,
any applicable successor IRS forms, or such other
certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or
certification expires or becomes obsolete, or promptly after
the occurrence of any event requiring a change in the most
recent IRS form of certification furnished by it to the
Certificate Registrar.
For this purpose, "U.S. PERSON" means a citizen or resident of the United States
for U.S. federal income tax purposes, 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 of its political
subdivisions, an estate the income of which is subject to U.S. federal income
taxation 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 United States fiduciaries have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which were
eligible to elect to be treated as U.S. persons).
8. Please make all payments due on the Certificates:**
- --------
* Each Purchaser must include one of the two alternative certifications.
** Only to be filled out by Purchasers of Definitive Certificates. Please
select (a) or (b). For holders of Definitive Certificates, wire transfers are
only available if such holder's Definitive Certificates have an aggregate
Certificate Balance or Notional Amount, as applicable, of at least U.S.
$5,000,000.
<PAGE>
(a) by wire transfer to the following account at a bank or
entity in New York, New York, having appropriate
facilities therefor:
Bank: _____________________________________
ABA#: _____________________________________
Account #: _____________________________________
Attention: _____________________________________
(b) by mailing a check or draft to the following address:
________________________________________________
________________________________________________
________________________________________________
Very truly yours,
_______________________________________
[The Purchaser]
By: _________________________________
Name:
Title:
Dated:
<PAGE>
EXHIBIT C-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
PURSUANT TO SECTION 5.02(D)(I)(B)
STATE OF )
) participation.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says that:
1. He/She is the [Title of Officer] of [Name of Prospective
Transferee] (the prospective transferee (the "Transferee") of a NationsLink
Funding Corporation Class, R-[I] Commercial Mortgage Pass-Through Certificate,
Series 1999-SL, evidencing a ____% Percentage Interest in the Class to which it
belongs (the "Residual Certificate")), a __________________________________ duly
organized and validly existing under the laws of [the State of ____] [the United
States], on behalf of which he/she makes this affidavit. Capitalized terms used
but not defined herein have the respective meanings assigned thereto in the
Pooling and Servicing Agreement pursuant to which the Residual Certificate was
issued (the "Pooling and Servicing Agreement").
2. The Transferee (i) is [and, as of [date of transfer], will be] a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Certificate, and (ii) is acquiring the Residual
Certificate for its own account or for the account of another prospective
transferee from which it has received an affidavit in substantially the same
form as this affidavit. A "Permitted Transferee" is any person other than a
"disqualified organization" or a "non-United States person". (For this purpose:
(i) a "disqualified organization" means the United States or a possession
thereof, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax (unless such organization is subject to the tax on unrelated business
taxable income); and (ii) a "non-United States person" is any person other than
a "United States person". A "United States person" is a citizen or resident of
the United States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any political
subdivision thereof, or an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States persons have the authority to control
all substantial decisions of the trust, all within the meaning of Section
7701(a)(30) of the Code.)
3. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificate to "disqualified organizations" under the
Internal Revenue Code of 1986, as amended; (ii) that such tax would be imposed
on the transferor, or, if such transfer is through an agent (which person
includes a broker, nominee or middleman) for a "disqualified organization", on
the agent; (iii) that the person otherwise liable for the tax shall be relieved
of liability for the tax if the transferee furnishes to such person an affidavit
that the transferee is not a "disqualified organization" and, at the time of
transfer, such person does not have actual knowledge that the affidavit is
false; and (iv) that the Residual Certificate may be a "non-economic residual
interest" within the meaning of Treasury Regulation ss.1.860E-1(c) and that the
transferor of a "non-economic residual interest" will remain liable for any
taxes due with respect to the income on such residual interest, unless no
significant purpose of the transfer is to enable the transferor to impede the
assessment or collection of tax.
4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Certificate if at any time during the taxable year
of the pass-through entity a "disqualified organization" is the record holder of
an interest in such entity. (For this purpose, a "pass- through entity" includes
a regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Certificate by the Transferee unless the
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the
same form as this affidavit and agreement. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.
6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.
7. The Transferee's taxpayer identification number is
______________.
8. The Transferee has reviewed the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Certificate (in particular, clause (ii) of Section 5.02(d)
which authorizes the Trustee to deliver payments on the Residual Certificate to
a person other than the Transferee, in the event that the Transferee holds such
Residual Certificate in violation of Section 5.02(d)), and the Transferee
expressly agrees to be bound by and to comply with such provisions.
9. No purpose of the Transferee relating to its purchase or any sale
of the Residual Certificate is or will be to impede the assessment or collection
of any tax.
10. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificate.
11. The Transferee will, in connection with any transfer that it
makes of the Residual Certificate, deliver to the Certificate Registrar a
representation letter substantially in the form of Exhibit C-2 to the Pooling
and Servicing Agreement in which it will represent and warrant, among other
things, that it is not transferring the Residual Certificate to impede the
assessment or collection of any tax and that it has at the time of such transfer
conducted a reasonable investigation of the financial condition of the proposed
transferee as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and
has satisfied the requirements of such provision.
<PAGE>
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ___ day of __________, 199__.
[NAME OF TRANSFEREE]
By: _____________________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
______________________________
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Transferee, and acknowledged
to me that he/she executed the same as his/her free act and deed and the free
act and deed of the Transferee
Subscribed and sworn before me this ___ day of ______________,
199__.
_____________________________________
NOTARY PUBLIC
COUNTY OF ___________
STATE OF _____________
My Commission expires the _________
day of _____________, 19__.
<PAGE>
EXHIBIT C-2
FORM OF TRANSFEROR CERTIFICATE
PURSUANT TO SECTION 5.02(D)(I)(D)
__________________, 19___
LaSalle Bank National Association,
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674
Attention: Asset Backed Securities Trust Services
Group NationsLink 1999-SL
Re: NationsLink Funding Corporation, Commercial Mortgage Pass-Through
Certificates, Series 1999-SL, Class R-[I] evidencing
a _% percentage interest in the Class to which it
belongs
Dear Sirs:
This letter is delivered to you in connection with the transfer by
_____________ (the "Transferor") to ____________________ (the "Transferee") of
the captioned Class R-[I] Certificate (the "Residual Certificate"), pursuant to
Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of May 1, 1999, among NationsLink Funding Corporation, as
Depositor, Bank of America NT&SA, as Mortgage Loan Seller and as Primary
Servicer, Banc One Mortgage Capital Markets, LLC, as Master Servicer and as
Special Servicer and Primary Servicer, LaSalle Bank National Association, as
Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as Fiscal Agent. All
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
represents and warrants to you, as Certificate Registrar, that:
1. No purpose of the Transferor relating to the transfer of the
Residual Certificate by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.
2. The Transferor understands that the Transferee has delivered to
you a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit C-1. The Transferor does not know or believe that
any representation contained therein is false.
3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future. The Transferor understands that the transfer of
the Residual Certificate may not be respected for United States federal income
tax purposes (and the Transferor may continue to be liable for United States
federal income taxes associated therewith) unless the Transferor has conducted
such an investigation.
Very truly yours,
____________________________________
(Transferor)
By: _______________________________
Name: _________________________
Title: ________________________
<PAGE>
EXHIBIT D
REQUEST FOR RELEASE
____________________, 19___
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674
Attention: Asset Backed Securities Trust Services
Group NationsLink 1999-SL
In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under that certain Pooling and Servicing
Agreement dated as of May 1, 1999 (the "Pooling and Servicing Agreement"), by
and among NationsLink Funding Corporation, as Depositor, Bank of America NT&SA,
as Mortgage Loan Seller and as Primary Servicer, Banc One Mortgage Capital
Markets, LLC, as Master Servicer and as Special Servicer, ABN AMRO Bank N.V., as
Fiscal Agent and you, as Trustee and REMIC Administrator, the undersigned hereby
requests a release of the Mortgage File (or the portion thereof specified below)
held by or on behalf of you as Trustee with respect to the following described
Mortgage Loan for the reason indicated below.
Property Name: _____________________________________________
Address: ___________________________________________________
Loan No.: __________________________________________________
If only particular documents in the Mortgage File are requested, please specify
which: _________________________________________________________________________
Reason for requesting file (or portion thereof):
______ 1. Mortgage Loan paid in full. The undersigned
hereby certifies that all amounts received in
connection with the Mortgage Loan that are required
to be credited to the Certificate Account pursuant to
the Pooling and Servicing Agreement, have been or
will be so credited.
______ 2. The Mortgage Loan is being foreclosed.
______ 3. Other. (Describe)
<PAGE>
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently, or unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)
will be returned when no longer required by us for such purpose.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
BANC ONE MORTGAGE CAPITAL MARKETS, LLC.
By: ___________________________________________
Name: _____________________________________
Title: ____________________________________
<PAGE>
EXHIBIT E
FORM OF REO STATUS REPORT
<PAGE>
REO STATUS REPORT
- --------------------------------------------------------------------------------
Prospectus Property Property City State Sq Ft or Paid Ending Total P&I
ID Name Type Units Thru Scheduled Advances
Date Balance to Date
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Prospectus Total Other Total Current Maturity LTM LTM LTM
ID Expenses Advance Exposure Monthly Date NOI NOI DSCR
to Date (Taxes & P&I Date
Insurance)
- --------------------------------------------------------------------------------
- --------------------------------
Prospectus Cap Rate Valuation/
ID Assigned Appraisal
*** Date
- --------------------------------
<PAGE>
REO STATUS REPORT
- ---------------------------------------------------------------------------
Prospectus Property Property City Value Appraisal Loss Estimated
ID Name Type using / BPO or Using Recovery
NOI & Internal 92% %
Cap Value Appraisal
Rate or BPO
- ---------------------------------------------------------------------------
- -------------------------------------------------------------------
Prospectus Total Special REO Pending Comments
ID Appraisal Servicing Acquisition Resolution
Reduction Transfer Date Date
Realized Date
- -------------------------------------------------------------------
<PAGE>
EXHIBIT F
FORM OF ERISA REPRESENTATION LETTER
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674
Attention: Asset Backed Securities Trust Service
Group NationsLink 1999-SL
NationsLink Funding Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
Attention:
Re: Transfer of NationsLink Funding Corporation,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-SL
-------------------------------------------------------------
Ladies and Gentlemen:
The undersigned (the "PURCHASER") proposes to purchase $____________
initial Certificate Balance of NationsLink Funding Corporation, Commercial
Mortgage Pass-Through Certificates, Series 1999-SL, Class __ (the "CERTIFICATE")
issued pursuant to that certain Pooling and Servicing Agreement, dated as of May
1, 1999 (the "POOLING AND SERVICING AGREEMENT"), by and among NationsLink
Funding Corporation, as depositor (the "DEPOSITOR"), Bank of America NT&SA, as
Mortgage Loan Seller and as Primary Servicer, Banc One Mortgage Capital Markets,
LLC, as Master Servicer and as Special Servicer, LaSalle Bank National
Association, as Trustee and as REMIC Administrator and ABN AMRO Bank N.V., as
Fiscal Agent. Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.
In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:
1. The Purchaser is not (a) an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "CODE"), or a governmental plan (as defined in Section
3(32) of ERISA) subject to any federal, state or local law ("SIMILAR LAW") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (each a "PLAN") or (b) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by any such Plan and the application of
Department of Labor Regulation ss. 2510.3-101), other than an insurance company
using the assets of its general account under circumstances whereby the purchase
and holding of Offered Private Certificates by such insurance company would be
exempt from the prohibited transaction provisions of ERISA and the Code under
Prohibited Transaction Class Exemption 95-60.
2. The Purchaser understands that if the Purchaser is a Person
referred to in 1(a) or (b) above, such Purchaser is required to provide to the
Certificate Registrar an opinion of counsel in form and substance satisfactory
to the Certificate Registrar and the Depositor to the effect that the
acquisition and holding of such Certificate by such purchaser or transferee will
not result in the assets of the Trust Fund being deemed to be "plan assets" and
subject to the fiduciary responsibility provisions of ERISA, the prohibited
transaction provisions of the Code or the provisions of any Similar Law (without
regard to the identity or nature of the other Holders of Certificates of any
Class), will not constitute or result in a "prohibited transaction" within the
meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not
subject the Trustee, the Certificate Registrar, the Master Servicer, the Special
Servicer, the Fiscal Agent, the Placement Agents or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at
the expense of the Depositor, the Master Servicer, the Special Servicer, the
Fiscal Agent, the Trustee, the Underwriter, the Placement Agent, the Certificate
Registrar or the Trust Fund.
IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ___th day of _____, ____.
Very truly yours,
_______________________________________
[The Purchaser]
By: _________________________________
Name:
Title:
<PAGE>
EXHIBIT G
FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE
REQUEST BY BENEFICIAL HOLDER
[Date]
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674
Attention: Asset Backed Securities Trust Services
Group NationsLink 1999-SL
Re: NationsLink Funding Corporation, Series 1999-SL
In accordance with the Pooling and Servicing Agreement dated as of
May 1, 1999 (the "Pooling and Servicing Agreement"), among NationsLink Funding
Corporation ("the "Depositor"), Bank of America NT&SA as Mortgage Loan Seller
and as Primary Servicer, Banc One Mortgage Capital Markets, LLC, as Master
Servicer and as Special Servicer and LaSalle Bank National Association as
trustee (in such capacity, the "Trustee") and as REMIC Administrator, and ABN
AMRO Bank N.V., as Fiscal Agent, with respect to the NationsLink Funding
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1999-SL (the
"Certificates"), the undersigned hereby certifies and agrees as follows:
1. The undersigned is a beneficial owner of the Class ____
Certificates.
2. The undersigned is requesting the information identified on
the schedule attached hereto pursuant to the Pooling and
Servicing Agreement (the "Information").
3. In consideration of the Trustee's disclosure to the
undersigned of the Information, the undersigned will keep the
Information confidential (except from such outside persons as
are assisting it in making the evaluation described in
paragraph 2), and such Information will not, without the prior
written consent of the Trustee, be disclosed by the
undersigned or by its officers, directors, partners employees,
agents or representatives (collectively, the "Representative")
in any manner whatsoever, in whole or in part; provided that
the undersigned may provide all or any part of the Information
to any other person or entity that holds or is contemplating
the purchase of any Certificate or interest therein, but only
if such person or entity confirms in writing such ownership
interest or prospective ownership interest and agrees to keep
it confidential; and provided further, that the undersigned
may provide all or any part of the Information to its
regulators and auditors.
4. the undersigned will not use or disclose the Information in
any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended, (the "Securities
Act"), or the Securities Exchange Act of 1934, as amended, or
would require registration of any Certificate pursuant to
Section 5 of the Securities Act.
5. The undersigned shall be fully liable for any breach of this
agreement by itself or any of its Representatives and shall
indemnify the Depositor, expense incurred thereby with respect
to any such breach by the undersigned or any of its
Representatives.
IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by this duly authorized officer, as of the day and year written above.
[BENEFICIAL HOLDER OF A CERTIFICATE]
By: _____________________________________
Name:
Title:
<PAGE>
EXHIBIT H
FORM OF PROSPECTIVE PURCHASER CERTIFICATE
[Date]
[TRUSTEE]
Re: NationsLink Funding Corporation, Mortgage Pass-Through Certificates,
Series 1999-SL ("the Certificates").
In accordance with the Pooling and Servicing Agreement dated, as of
May 1, 1999 ( the "Pooling and Servicing Agreement"), among NationsLink Funding
Corporation ("the "Depositor"), Bank of America NT&SA as Mortgage Loan Seller
and as Primary Servicer, Banc One Mortgage Capital Markets, LLC as Master
Servicer and as Special Servicer, and LaSalle Bank National Association as
Trustee and as REMIC Administrator, and ABN AMRO Bank N.V., as Fiscal Agent,
with respect to the NationsLink Funding Corporation Commercial Mortgage
Pass-Through Certificates, Series 1999-SL (the "Certificates"), the undersigned
hereby certifies and agrees as follows:
1. The undersigned is contemplating an investment in the Class
___ Certificates.
2. The undersigned is requesting the information identified on
the schedule attached hereto pursuant to Section 3.15 of the
Pooling and Servicing Agreement (the "Information") for use in
evaluating such possible investment.
3. In consideration of the Trustee's disclosure to the
undersigned of the Information, the undersigned will keep the
Information confidential (except from such outside persons as
are assisting it in making the investment decision described
in paragraphs 1 and 2), and such Information will not, without
the prior written consent of the Trustee, be disclosed by the
undersigned or by its officers, directors, partners employees,
agents or representatives (collectively, the
"Representatives") in any manner whatsoever, in whole or in
part; and provided further, that the undersigned may provide
all or any part of the Information to its regulators and
auditors.
4. The undersigned will not use or disclose the Information in
any manner which could result in a violation of any provisions
of the Securities Act of 1933, as amended (the "Securities
Act"), or the Securities Exchange Act of 1934, as amended, or
would require registration of any Certificate pursuant to
Section 5 of the Securities Act.
5. The undersigned shall be fully liable for any breach of this
agreement by itself or any of its representatives and shall
indemnify the Depositor, the Trustee and the Trust for any
loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its
Representatives.
IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.
[PROSPECTIVE PURCHASER]
By: __________________________________
Name:
Title:
<PAGE>
EXHIBIT I
FORM OF INTERIM CUSTODIAL CERTIFICATION
[Date]
NationsLink Funding Corporation,
as Depositor
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Attention: David A. Gertner
Bank of America NT&SA,
as Mortgage Loan Seller
555 California Street
San Francisco, California 94104
Attention: [__________________]
Banc One Mortgage Capital Markets, LLC,
as Master Servicer and Special Servicer
1717 Main Street, 12th Floor
Dallas, Texas 75201
Attention: Paul G. Smyth
Re: Pooling and Servicing Agreement dated as of May 1, 1999 (the
"Agreement") among NationsLink Funding Corporation, as Depositor,
Bank of America NT&SA, as Mortgage Loan Seller and Primary
Servicer, Banc One Mortgage Capital Markets, LLC, as Master
Servicer and Special Servicer, LaSalle Bank National Association,
as Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as
Fiscal Agent for the Certificateholders of Commercial Mortgage
Pass Through Certificates, Series 1999-SL
Ladies and Gentlemen:
Pursuant to Section 2.02 of the above referenced Agreement, the
Trustee hereby certifies as to each Mortgage Loan listed on the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full), and except as specifically
identified in the exception report annexed hereto, (i) all documents specified
in CLAUSES (I) through (III), (IX) and, if the Mortgage Loan Schedule specifies
that the related Mortgagor has a leasehold interest in the related Mortgaged
Property, (xiii) of the definition of "Mortgage File" are in its possession or
the possession of a Custodian on its behalf, or the Mortgage Loan Seller has
otherwise satisfied the delivery requirements in respect of such documents in
accordance with SECTION 2.01(C), (ii) all documents received by it or any
Custodian in respect of such Mortgage Loan have been reviewed by it or by a
Custodian on its behalf and appear regular on their face and relate to such
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 respect
to the items specified in CLAUSES (II), (IV) and (VI)(B) of the definition of
"Mortgage Loan Schedule" is correct and the Mortgage Rate set forth in CLAUSE
(III)(A) of the definition of "Mortgage Loan Schedule" matches the Mortgage Rate
in effect on the date of origination or of the most recent written amendment to
such Mortgage Rate which is contained in the Mortgage File.
Neither the Trustee or Custodian is under any duty or (i) to
determine whether any of the documents specified in CLAUSES (IV) through (VIII),
(X) through (XII) and (XIV) through (XX) of the definition of "Mortgage File"
exist or are required to be delivered by the Mortgage Loan Seller in respect of
any Mortgage Loan or (ii) to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Mortgage Loans
delivered to it to determine that the same are genuine, enforceable, in
recordable form or appropriate for the represented purpose, or that they are
other than what they purport to be on their face.
Any terms used herein and not defined shall have the respective
meaning assigned to them in the related Agreement.
Respectfully,
[Name]
[Title]
cc: Robert W. Long, Esq., Assistant General Counsel, Bank of America
Corporation
<PAGE>
EXHIBIT J
FORM OF FINAL CUSTODIAL CERTIFICATION
[Date]
NationsLink Funding Corporation,
as Depositor
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Attention: David A. Gertner
Bank of America NT&SA,
as Mortgage Loan Seller
555 California Street
San Francisco, California 94104
Attention: [__________________]
Banc One Mortgage Capital Markets, LLC,
as Master Servicer and Special Servicer
1717 Main Street, 12th Floor
Dallas, Texas 75201
Attention: Paul G. Smyth
Re: Pooling and Servicing Agreement dated as of May 1, 1999
(the "Agreement") among NationsLink Funding Corporation, as
Depositor, Bank of America NT&SA, as Mortgage Loan Seller
and Primary Servicer, Banc One Mortgage Capital Markets,
LLC, as Master Servicer and Special Servicer, and LaSalle
Bank National Association, as Trustee and REMIC
Administrator, and ABN AMRO Bank N.V., as Fiscal Agent for
the Certificateholders of Commercial Mortgage Pass Through
Certificates, Series 1999-SL
Ladies and Gentlemen:
Pursuant to Section 2.02 of the above referenced Agreement, the
Trustee hereby certifies as to each Mortgage Loan listed on the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full), and except as specifically
identified in the exception report annexed hereto, (i) all documents specified
in CLAUSES (I), (II), (IX) and, if the Mortgage Loan Schedule specifies that the
related Mortgagor has a leasehold interest in the related Mortgaged Property,
(XIII) of the definition of "Mortgage File" are in its possession or the
possession of a Custodian on its behalf, or the Mortgage Loan Seller has
otherwise satisfied the delivery requirements in respect of such documents in
accordance with SECTION 2.01(C), (ii) it or a Custodian on its behalf has
received either the original or copy of each of the assignments specified in
CLAUSES (III) and (V) of the definition of "Mortgage File" that were delivered
by the Mortgage Loan Seller with evidence of recording thereon, (iii) all
documents received by it or any Custodian in respect of such Mortgage Loan have
been reviewed by it or by such Custodian on its behalf and appear regular on
their face and relate to such Mortgage Loan, and (iv) based on the examinations
referred to in SECTION 2.02 (B) and SECTION 2.02(C) and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in CLAUSES (II), (IV) and (VI)(B) of the definition of
"Mortgage Loan Schedule" is correct, and the Mortgage Rate set forth in CLAUSE
(III)(A) of the definition of "Mortgage Loan Schedule" matches the Mortgage Rate
in effect on the date of origination or of the most recent written amendment to
such Mortgage Rate which is contained in the Mortgage File.
Neither the Trustee or Custodian is under any duty or (i) to
determine whether any of the documents specified in CLAUSES (IV) through (VIII),
(X) through (XII) and (XIV) through (XX) of the definition of "Mortgage File"
exist or are required to be delivered by the Mortgage Loan Seller in respect of
any Mortgage Loan or (ii) to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Mortgage Loans
delivered to it to determine that the same are genuine, enforceable, in
recordable form or appropriate for the represented purpose, or that they are
other than what they purport to be on their face.
Any terms used herein and not defined shall have the respective
meaning assigned to them in the related Agreement.
Respectfully,
[Name]
[Title]
cc: Robert W. Long, Esq., Assistant General Counsel, Bank of America
Corporation
<PAGE>
EXHIBIT K
FORM OF OPERATING STATEMENT ANALYSIS REPORT
AS OF MM/DD/YY
PROPERTY OVERVIEW:
Prospectus Number
Sched Balance/Paid to Date
Property Name
Property Type
Property Address
City, State
Net Rentable Square Feet
Year Built/Renovated
199X
Year of Operations UNDERWRITING 199X 199X 199X YTD/TRAILING*
Occupancy Rate
Average Rental Rate
** Servicer will not be expected to "Normalize" these YTD numbers
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME:
No. of Months # OF
MONTHS
Period Ended UNDERWRITING 199X 199X 199X 199X 199X-BASE 199X-199X
BASIS NORMALIZED NORMALIZED NORMALIZED YTD/TRAILING VARIANCE VARIANCE
</TABLE>
Statement Classification
Rental Income-Category 1
Rental Income - Category 2
Rental Income - Category 3
Pass Through/Escalations
Other Income
EFFECTIVE GROSS INCOME:
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
General and Administration
Repairs and Maintenance
Management Fees
Payroll and Benefits
Advertising and Marketing
Professional Fees
Other Expenses
Ground Rent
TOTAL OPERATING EXPENSES
OPERATING EXPENSE RATIO
NET OPERATING INCOME
Leasing Commissions
Tenant Improvements
Replacement Reserves
Total Capital Items
NOI AFTER CAPITAL ITEMS
Debt Service (per
servicer)
Cash Flow after Debt
Service
DSCR (NOI/Debt Service)
DSCR (after
reserves/cap exp)
Source of Financial
Data:
Income Comments:
Expense Comments:
Capital Items Comments:
<PAGE>
EXHIBIT L
FORM OF BLANKET ASSIGNMENT
NATIONSLINK FUNDING CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-SL
May 27, 1999
ASSIGNMENT OF MORTGAGES
Pursuant to the Pooling and Servicing Agreement (as defined below),
NationsLink Funding Corporation ("NATIONSLINK"), for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, does
hereby grant, transfer, bargain, assign, sell and otherwise convey to the
Trustee, and its successors and assigns forever without recourse for the benefit
of the Certificateholders, all of NationsLink's right, title and interest in and
to the Mortgage Loans identified on the Mortgage Loan Schedule and all of the
other assets included or to be included in REMIC I.
Capitalized terms used herein but not defined herein have the meanings
given them in the Pooling and Servicing Agreement, dated as of May 1, 1999 (the
"POOLING AND SERVICING AGREEMENT"), by and among NationsLink, as depositor, Bank
of America NT&SA, as mortgage loan seller and primary servicer, Banc One
Mortgage Capital Markets, LLC, as master servicer and as special servicer,
LaSalle Bank National Association, as Trustee (in such capacity the "TRUSTEE")
and as REMIC administrator, and ABN AMRO Bank N.V., as fiscal agent.
THIS ASSIGNMENT IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
NATIONSLINK FUNDING CORPORATION
By: ____________________________________
Name: James E. Naumann
Title: Senior Vice President
<PAGE>
SCHEDULE I
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
Zip Property Rate
Loan Number Property Address County City State Code Type Recourse Type
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1200724 857 MERIDIAN ST LOS ANGELES IRWINDALE CA 91010 INDUSTRIAL FULL ARM
1200757 2362 SAN PABLO AVE ALAMEDA BERKELEY CA 94720 MIXED USE NONE FIXED
1200773 3400 MCCALL AVE FRESNO SELMA CA 93662 OFFICE FULL ARM
1200807 633 5TH AVENUE MARIN SAN RAFAEL CA 94901 MIXED USE FULL FIXED
1200815 1148 ALPINE ROAD CONTRA COSTA WALNUT CREEK CA 94596 OFFICE FULL FIXED
1200823 789 GATEWAY CENTER SAN DIEGO SAN DIEGO CA 92102 INDUSTRIAL FULL ARM
1200856 13215 CAMBRIDGE ST LOS ANGELES SANTA FE SPRINGS CA 90670 MIXED USE FULL ARM
1201045 1340 INDUSTRIAL AVE SONOMA PETALUMA CA 94952 INDUSTRIAL NONE FIXED
1201151 1153 BORDEAUX DRIVE SANTA CLARA SUNNYVALE CA 94089 OFFICE FULL FIXED
1201177 6491 WEATHERS PLACE SAN DIEGO SAN DIEGO CA 92121 INDUSTRIAL FULL ARM
1201318 501 40TH STREET KERN BAKERSFIELD CA 93301 OFFICE FULL ARM
1201334 333 ALONDRA PK W LOS ANGELES GARDENA CA 90248 INDUSTRIAL FULL FIXED
1201581 2750 E MAIN ST VENTURA VENTURA CA 93003 RETAIL FULL ARM
1202563 135-139 N VICTORY BLVD, LOS ANGELES BURBANK CA 91502 MIXED USE FULL ARM
1202621 2943 GOLD PAN COURT SACRAMENTO RANCHO CORDOVA CA 95670 MIXED USE NONE ARM
1202803 6186 CENTER ST-6188 BUTTE PARADISE CA 95969 MULTIFAMILY FULL ARM
1202852 180 E CLARKE ST INYO BISHOP CA 93514 OFFICE FULL ARM
1203108 4115 BLACKHAWK PLAZA CONTRA COSTA DANVILLE CA 94506 OFFICE FULL ARM
1203223 570 LENNON LANE CONTRA COSTA WALNUT CREEK CA 94596 OFFICE FULL ARM
1203512 ONE SANTA ROSA AVENUE SONOMA SANTA ROSA CA 95402 OFFICE FULL ARM
1203561 4268 SOLAR WAY ALAMEDA FREMONT CA 94538 OFFICE FULL ARM
1203629 19330 STEVENS CREEK BOULV SANTA CLARA CUPERTINO CA 95014 OFFICE FULL ARM
1203678 13901 MICA STREET LOS ANGELES SANTA FE SPRINGS CA 90670 INDUSTRIAL FULL FIXED
1203686 2500 PACIFIC PARK DRIVE LOS ANGELES WHITTIER CA 90601 INDUSTRIAL FULL FIXED
1203702 626 E YOSEMITE AVE SAN JOAQUIN MANTECA CA 95336 OFFICE FULL FIXED
1203728 917-21 E ALISAL ST MONTEREY SALINAS CA 93905 RETAIL FULL ARM
1203801 11370 AMALGAM WAY SACRAMENTO RANCHO CORDOVA CA 95670 INDUSTRIAL FULL ARM
1203850 21008 N 23RD AVE MARICOPA PHOENIX AZ 85027 MULTIFAMILY FULL FIXED
1204064 860 E ALMOND AVE MADERA MADERA CA 93637 OFFICE FULL ARM
1204080 3319 N EASTERN AVENUE LOS ANGELES LOS ANGELES CA 90032 MIXED USE FULL ARM
1204122 1100 MONDAVI WAY KERN BAKERSFIELD CA 93312 MULTIFAMILY FULL FIXED
1204254 3575 PHILADELPHIA ST. SAN BERNARDINO CHINO CA 91710 INDUSTRIAL FULL FIXED
1204320 3435-3490 E MARFARGOO SAN JOAQUIN STOCKTON CA 95215 MOBILE HOME FULL FIXED
1204338 220 SHAW ROAD SAN MATEO SOUTH SAN FRANCISCO CA 94080 INDUSTRIAL FULL ARM
1204353 10801 CHERRY ST-108099 ORANGE LOS ALAMITOS CA 90720 MULTIFAMILY FULL ARM
1453711 4841 AUTO CENTER WAY KITSAP BREMERTON WA 98312 OFFICE FULL FIXED
1512110 102 NORTH MAIN STREET STEVENS COLVILLE WA 99114 MIXED USE FULL ARM
1536911 601 AURORA AVENUE NORTH KING SEATTLE WA 98101 INDUSTRIAL FULL ARM
1536994 410 SPRING STREET W SAN JUAN FRIDAY HARBOR WA 98250 HOTEL/MOTEL FULL ARM
1619089 421 MAIN AVENUE SOUTH KING NORTH BEND WA 98045 OFFICE FULL ARM
1619741 17230 99 AVENUE SOUTH WES KING VASHON ISLAND WA 98070 OFFICE FULL ARM
1622026 3665 STONE WAY NORTH KING SEATTLE WA 98103 INDUSTRIAL FULL FIXED
1622372 2222 RIVERSIDE DRIVE SKAGIT MOUNT VERNON WA 98273 RETAIL FULL ARM
1622430 14600 INTERURBAN S KING TUKWILA WA 98188 INDUSTRIAL FULL ARM
1622455 5056 SUNRISE BOULEVARD UN SACRAMENTO FAIR OAKES CA 95628 OFFICE FULL ARM
1622638 17765 SE 82ND DRIVE CLACKAMAS GLADSTONE OR 97027 INDUSTRIAL FULL ARM
1622984 315 AIRPORT ROAD SE LINN ALBANY OR 97321 HOTEL/MOTEL FULL ARM
1623693 22035 SE WAX ROAD KING MAPLE VALLEY WA 98038 RETAIL FULL ARM
1623826 13214 4TH AVENUE WEST SNOHOMISH EVERETT WA 98204 INDUSTRIAL FULL ARM
1624535 1400 SW EVERGREEN PARK DR THURSTON OLYMPIA WA 98502 OFFICE FULL FIXED
1624659 14409 8TH SOUTH AVENUE KING SEATTLE WA 98166 MULTIFAMILY FULL FIXED
1625417 301 22TH AVENUE KING SEATTLE WA 98122 MULTIFAMILY FULL ARM
1759984 2917 FEDERAL STREET SNOHOMISH EVERETT WA 98201 MULTIFAMILY FULL ARM
1760495 1686 SOUTH GRAND AVENUE WHITMAN PULLMAN WA 99163 RESTAURANT FULL FIXED
1785930 3011-3021 SOUTH 219TH STR KING DES MOINES WA 98188 MULTIFAMILY FULL FIXED
1786417 3309 PERRY AVENUE NE KITSAP BREMERTON WA 98310 OFFICE FULL ARM
1787191 500 S PORTLAND KING SEATTLE WA 98108 INDUSTRIAL FULL FIXED
1787225 2102 WEST VALLEY HIGHWAY KING AUBURN WA 98002 INDUSTRIAL FULL ARM
1787282 35 SOUTH HANFORD STREET KING SEATTLE WA 98134 INDUSTRIAL FULL FIXED
1787472 14790 SE WEBSTER ROAD CLACKAMAS CLACKAMAS OR 97015 RETAIL FULL ARM
1787555 4603 35 AVENUE SW MUL KING SEATTLE WA 98126 OFFICE FULL ARM
1788009 8195 166 AVENUE NORTHEAST KING REDMOND WA 98052 OFFICE FULL FIXED
1788033 962 SUNSET BOULEVARD NE KING RENTON WA 98056 MULTIFAMILY FULL ARM
1788231 1205 136 AVENUE E PIERCE SUMNER WA 98390 INDUSTRIAL FULL ARM
1788306 742 SW MT SI BV KING NORTH BEND WA 98045 RETAIL FULL ARM
1789031 3031 S WALDEN STREET KING SEATTLE WA 98144 INDUSTRIAL FULL FIXED
1789460 1617 WEST MEEKER STREET KING KENT WA 98032 RESTAURANT FULL ARM
1790302 23809-21-27 84TH AVENUE W SNOHOMISH EDMONDS WA 98026 MULTIFAMILY FULL FIXED
1790575 202 NE 15 KING AUBURN WA 98002 INDUSTRIAL FULL FIXED
1791094 8410 DALLAS AVENUE S KING SEATTLE WA 98108 INDUSTRIAL FULL FIXED
1791458 1516 AVENUE W KING SEATTLE WA 98119 RETAIL FULL FIXED
1791474 41 DRAVUS STREET KING SEATTLE WA 98109 MULTIFAMILY FULL ARM
1791631 19015 66 AVENUE S KING KENT WA 98032 INDUSTRIAL FULL ARM
1791771 1437 S JACKSON STREET KING SEATTLE WA 98144 INDUSTRIAL FULL ARM
1791789 851 COHO WAY WHATCOM BELLINGHAM WA 98225 MIXED USE FULL FIXED
1791821 2001 GARFIELD STREET KING SEATTLE WA 98121 SPECIAL PURPOSE FULL ARM
1791839 1550 OLD HIGHWAY 99 NORTH SKAGIT BURLINGTON WA 98233 INDUSTRIAL FULL ARM
1792076 1415 SW MAPLE AVENUE KING RENTON WA 98055 INDUSTRIAL FULL FIXED
1792910 8214 SOUTH KING KENT WA 98032 INDUSTRIAL FULL FIXED
1792944 1515 WEST 15 AVENUE KING SEATTLE WA 98119 INDUSTRIAL FULL ARM
1792985 6130 NE 31 AVENUE SNOHOMISH MARYSVILLE WA 98270 INDUSTRIAL FULL FIXED
1793041 589 EAST STATE STREET ADA EAGLE ID 83616 MIXED USE FULL FIXED
1793181 3670 NORTH WOODLAND AVE KING SEATTLE WA 98103 MIXED USE FULL ARM
1793488 2122 1ST AVENUE KING SEATTLE WA 98121 SPECIAL PURPOSE FULL FIXED
1793561 6504 WEST OKANOGAN AVENUE BENTON KENNEWICK WA 99336 INDUSTRIAL FULL FIXED
1794098 7433 SOUTH 5TH AVENUE KING SEATTLE WA 98108 INDUSTRIAL FULL ARM
1794171 955 NORTH OLD HIGHWAY 99 SKAGIT BURLINGTON WA 98233 RETAIL FULL ARM
1794445 6505 SOUTH PERIMETER ROAD KING SEATTLE WA 98108 INDUSTRIAL FULL FIXED
1794585 2285 GRANDVIEW ROAD WHATCOM FERNDALE WA 98248 INDUSTRIAL FULL FIXED
1794692 4225 SOUTH 50 AVENUE KING SEATTLE WA 98118 MULTIFAMILY FULL FIXED
1794700 1222 SOUTH WELLER STREET KING SEATTLE WA 98144 INDUSTRIAL FULL ARM
1794866 10 SOUTH CEDAR STREET SPOKANE SPOKANE WA 99201 OFFICE FULL FIXED
1794999 1408 NW 15 STREET KING AUBURN WA 98001 MIXED USE FULL ARM
1795004 1903 MELROSE WALLA WALLA WALLA WALLA WA 99362 MULTIFAMILY FULL FIXED
1795137 2921 ALDERWOOD MALL BLVD SNOHOMISH LYNNWOOD WA 98036 RETAIL FULL FIXED
1795145 12704 MUKILTEO SPEEDWAY SNOHOMISH MUKILTEO WA 98275 RETAIL FULL FIXED
1795160 7810 EAST GREENLAKE DR KING SEATTLE WA 98103 MULTIFAMILY FULL FIXED
1795194 3706 SOUTH AIRPORT WAY KING SEATTLE WA 98108 MIXED USE FULL FIXED
1795202 8523 15TH AVENUE NORTHEAS KING SEATTLE WA 98115 OFFICE FULL FIXED
1795236 2310-2314 S COMMERCE STRE PIERCE TACOMA WA 98409 INDUSTRIAL FULL FIXED
1795244 3841 S 1ST AVENUE KING SEATTLE WA 98124 MIXED USE FULL FIXED
1795251 201 TOWNSHIP STREET SKAGIT SEDRO WOOLLEY WA 98284 RESTAURANT FULL FIXED
1795335 3109-3111 WEST MCGRAW ST KING SEATTLE WA 98199 OFFICE FULL FIXED
1795343 5118 14TH AVENUE NW KING SEATTLE WA 98107 INDUSTRIAL FULL FIXED
1795434 2103 NORTH QUEEN ANNE AVE KING SEATTLE WA 98119 MULTIFAMILY FULL FIXED
1795442 4801 TACOMA MALL BOULEVAR PIERCE TACOMA WA 98409 RESTAURANT FULL FIXED
1795475 2222 JAMES STREET WHATCOM BELLINGHAM WA 98225 OFFICE FULL ARM
1795913 834 S CAMBRIDGE KING SEATTLE WA 98108 MIXED USE FULL FIXED
1795921 720 N 20TH AVENUE FRANKLIN PASCO WA 99302 RETAIL FULL ARM
1796051 2636 PIONEER WAY EAST PIERCE TACOMA WA 98404 INDUSTRIAL FULL ARM
1796200 215 E. 17TH AVENUE KING SEATTLE WA 98112 MULTIFAMILY FULL ARM
1796242 1725 KITTLESON ROAD GRANT MOSES LAKE WA 98837 RETAIL FULL FIXED
1796317 7508 NE VANCOUVER MALL DR CLARK VANCOUVER WA 98662 OFFICE FULL FIXED
1796408 3230 EDGEWOOD DRIVE CLARK VANCOUVER WA 98661 MULTIFAMILY FULL FIXED
1796481 1833 NORTH 105 KING SEATTLE WA 98133 OFFICE FULL FIXED
1796507 19 W HARRISON KING SEATTLE WA 98119 RESTAURANT FULL ARM
1796655 2201 W. 34TH AVENUE KING SEATTLE WA 98199 OFFICE FULL FIXED
1796762 280 S. CAPITOL BLVD. ADA BOISE ID 83702 OFFICE FULL FIXED
1796994 405 NORTH WASHINGTON AVEN KING KENT WA 98032 MIXED USE FULL ARM
1797430 7511 SW 146 ST PIERCE TACOMA WA 98439 MULTIFAMILY FULL FIXED
1797703 5555 E EVERGREEN BLVD CLARK VANCOUVER WA 98661 MULTIFAMILY FULL FIXED
1797729 9912 SW CONESTOGA DRIVE WASHINGTON BEAVERTON OR 97005 MULTIFAMILY FULL FIXED
1797737 10150 SW CONESTOGA DRIVE WASHINGTON BEAVERTON OR 97005 MULTIFAMILY FULL FIXED
1797943 2207 PENCE ROAD YAKIMA YAKIMA WA 98908 MOBILE HOME FULL FIXED
1798057 2165 MIDWAY LANE WHATCOM BELLINGHAM WA 98226 INDUSTRIAL FULL FIXED
1798149 2717 EUCLID AVENUE CHELAN WENATCHEE WA 98801 SPECIAL PURPOSE FULL ARM
1846187 19520 VICKING AVENUE NORT KITSAP POULSBO WA 98370 RETAIL FULL ARM
1846195 19225 NE 4 AVENUE KITSAP POULSBO WA 98370 MULTIFAMILY FULL ARM
1864909 695 GUYETTE LANE YAKIMA TOPPENISH WA 98948 SPECIAL PURPOSE FULL FIXED
1865203 10725 SILVERDALE WAY, N.E KITSAP SILVERDALE WA 98383 RESTAURANT FULL ARM
1865211 1210 S CANYON ROAD KITTITAS ELLENSBURG WA 98926 RESTAURANT FULL ARM
1865229 2090 EAST 17TH STREET BONNEVILLE IDAHO FALLS ID 83401 RESTAURANT FULL ARM
1865658 7210 ROOSEVELT WAY NE KING SEATTLE WA 98115 OFFICE FULL FIXED
1865708 400 SOUTHEAST 4TH AVENUE PIERCE PUYALLUP WA 98371 MULTIFAMILY FULL ARM
1865773 1001 NORTH FAIRVIEW AVE KING SEATTLE WA 98121 RETAIL FULL FIXED
1865781 4408 CHENNAULT BEACH ROAD SNOHOMISH MUKILTEO WA 98020 INDUSTRIAL FULL FIXED
1865849 17631 147TH STREET S.E. SNOHOMISH MONROE WA 98272 INDUSTRIAL FULL FIXED
1865880 4700 176TH STREET SOUTHWEST SNOHOMISH LYNNWOOD WA 98037 MULTIFAMILY FULL ARM
1865906 13524 EAST SPRAGUE AVE SPOKANE SPOKANE WA 99216 RETAIL FULL FIXED
1865971 14628 AMBAUM BLVD SW KING SEATTLE WA 98166 OFFICE FULL ARM
1866060 21110 EAST MERIDIAN SOUTH PIERCE GRAHAM WA 98338 OFFICE FULL FIXED
1866128 11424 A STREET SOUTH PIERCE TACOMA WA 98444 MULTIFAMILY FULL ARM
1866177 4711 44TH AVE. S.W. KING SEATTLE WA 98116 INDUSTRIAL FULL FIXED
1866276 EAST 12 OLIVE AVENUE SPOKANE SPOKANE WA 99202 RESTAURANT FULL FIXED
1866359 650 BIDDLE ROAD JACKSON MEDFORD OR 97504 OFFICE FULL ARM
1866441 3223 SOUTH 160TH STREET KING SEA TAC WA 98148 MULTIFAMILY FULL ARM
1866516 5713 WOLLOCHET DRIVE NW PIERCE GIG HARBOR WA 98335 OFFICE FULL FIXED
1866664 6942 S 196 KING KENT WA 98031 INDUSTRIAL FULL ARM
1866748 308 SEALE AVE KOOTENAI COEUR D ALENE ID 83814 RETAIL FULL FIXED
1866805 2000 116TH AVE NE KING BELLEVUE WA 98004 OFFICE FULL ARM
1866862 7424 SE HENRY STREET MULTNOMAH PORTLAND OR 97206 MULTIFAMILY FULL FIXED
1866870 128 S CYPRESS STREET ORANGE ORANGE CA 92666 INDUSTRIAL FULL ARM
1867126 2172 DIVISION ST WHATCOM BELLINGHAM WA 98227 INDUSTRIAL FULL FIXED
1867209 2780 78TH AVENUE SE KING MERCER ISLAND WA 98040 OFFICE FULL ARM
1867282 1000 JASON LANE SKAGIT MOUNT VERNON WA 98273 SPECIAL PURPOSE FULL FIXED
1867290 429 15 AVENUE EAST KING SEATTLE WA 98112 RESTAURANT FULL FIXED
1867365 6027 SOUTH TACOMA WAY PIERCE TACOMA WA 98409 RETAIL FULL FIXED
1867456 4200 SE COLUMBIA WY CLARK VANCOUVER WA 98661 INDUSTRIAL FULL FIXED
1867688 131 1 AVENUE BLAINE KETCHUM ID 83340 SPECIAL PURPOSE FULL ARM
1867787 E 4005 BROADWAY AVENUE SPOKANE SPOKANE WA 99202 INDUSTRIAL FULL ARM
1867829 4301 128TH AVENUE SE KING BELLEVUE WA 98006 OFFICE FULL ARM
1867845 170-174 ROY STREET KING SEATTLE WA 98109 OFFICE FULL FIXED
1867985 13691 NE WHITAKER WAY MULTNOMAH PORTLAND OR 97230 INDUSTRIAL FULL ARM
1868041 3310 SMOKEY POINT DRIVE N SNOHOMISH ARLINGTON WA 98223 OFFICE FULL ARM
1868082 9479 BAYSHORE DRIVE NW KITSAP SILVERDALE WA 98383 OFFICE FULL ARM
1868173 4301 E. MARGINAL WAY S KING SEATTLE WA 98134 INDUSTRIAL FULL FIXED
1962489 2722 RAINIER AVENUE SNOHOMISH EVERETT WA 98201 OFFICE FULL ARM
2001188 311-21 S MCDONNELL AVE LOS ANGELES LOS ANGELES CA 90022 RETAIL FULL FIXED
2001246 15157 ROSCOE BLVD LOS ANGELES PANAORAMA CITY CA 91402 OFFICE FULL FIXED
2001345 39275 STATE STREET ALAMEDA FREMONT CA 94538 OFFICE FULL ARM
2001550 1265-1285 SOUTH STATE STR RIVERSIDE HEMET CA 92543 RETAIL FULL FIXED
2001576 3020 LOS FELIZ BOULEVARD LOS ANGELES LOS ANGELES CA 90039 RESTAURANT FULL FIXED
2001592 2200 E FRUIT ST #102 ORANGE SANTA ANA CA 92701 MULTIFAMILY FULL FIXED
2001626 2220 E FRUIT ST 214 ORANGE SANTA ANA CA 92701 MULTIFAMILY FULL FIXED
2001634 2220 E FRUIT ST 213 ORANGE SANTA ANA CA 92701 OFFICE FULL FIXED
2001816 1610 OAK STREET SANTA BARBARA SOLVANG CA 93463 OFFICE FULL FIXED
2002624 13001 BRADLEY AVE LOS ANGELES SYLMAR CA 91342 OFFICE FULL FIXED
2002723 407 OCEAN FRONT WALK LOS ANGELES LOS ANGELES CA 90291 MULTIFAMILY FULL FIXED
2003291 22720 ROSCOE BLVD LOS ANGELES CANOGA PARK CA 91304 RETAIL FULL FIXED
2003325 6400-6408 TUJUNGA AVE LOS ANGELES NO HOLLYWOOD CA 91606 RETAIL FULL FIXED
2003341 1063 E ALOSTA AVE LOS ANGELES GLENDORA CA 91740 RETAIL FULL FIXED
2003481 4095 TELEGRAPH VENTURA VENTURA CA 93003 RESTAURANT FULL FIXED
2003523 10244 FREEMAN AVE LOS ANGELES SANTA FE SPRINGS CA 90670 INDUSTRIAL FULL FIXED
2003713 780 INLAND CENTER DR. SAN BERNARDINO SAN BERNARDINO CA 92408 RETAIL FULL FIXED
2003846 115 N WETHERLY DRIVE LOS ANGELES LOS ANGELES CA 90048 MULTIFAMILY FULL FIXED
2004000 3516 PERALTA BLVD ALAMEDA FREMONT CA 94536 MIXED USE FULL ARM
2004034 2042 MARKET STREET SHASTA REDDING CA 96001 OFFICE FULL ARM
2004042 3581 CHINA GARDEN ROO EL DORADO DIAMOND SPRINGS CA 95619 INDUSTRIAL FULL ARM
2004448 13631 NAVAJO RD SAN BERNARDINO APPLE VALLEY CA 92307 MIXED USE FULL ARM
2004737 240 246 DENNY WAY SAN DIEGO EL CAJON CA 92020 INDUSTRIAL FULL FIXED
2004802 2321 MORENA BLVD SAN DIEGO SAN DIEGO CA 92110 OFFICE FULL FIXED
2004927 10425 SO SARATOGA SANTA CLARA CUPERTINO CA 95014 RETAIL NONE FIXED
2005239 455 N GARFIELD AVE LOS ANGELES MONTEREY PARK CA 91754 OFFICE FULL ARM
2005254 2041 HAWKINS CIRCLE LOS ANGELES HUNTINGTON BEACH CA 90255 INDUSTRIAL FULL ARM
2005270 907-909 W. SEVENTH ST. VENTURA OXNARD CA 93030 OFFICE FULL ARM
2005288 1333 W 36TH PL LOS ANGELES LOS ANGELES CA 90007 MULTIFAMILY NONE ARM
2005304 450 MAYOCK ST SANTA CLARA GILROY CA 95020 INDUSTRIAL FULL ARM
2005361 602-606 CHARCOTT SANTA CLARA SAN JOSE CA 95131 INDUSTRIAL FULL ARM
2005395 611 INDUSTRIAL RD SAN MATEO SAN CARLOS CA 94070 INDUSTRIAL NONE ARM
2005403 4800 COLISEUM WAY ALAMEDA OAKLAND CA 94601 INDUSTRIAL FULL ARM
2005429 14236 VALLEY CENTER DD SAN BERNARDINO VICTORVILLE CA 92392 MIXED USE FULL ARM
2005445 3429 OCEAN VIEW BLVD LOS ANGELES GLENDALE CA 91208 OFFICE FULL ARM
2005452 11797 W PICO BLVD LOS ANGELES LOS ANGELES CA 90064 RETAIL FULL ARM
2005460 10055 N PORTAL SANTA CLARA CUPERTINO CA 95014 OFFICE FULL ARM
2005510 1318-1364 N. JACKSON AVE. FRESNO FRESNO CA 93703 INDUSTRIAL FULL ARM
2005577 280 LAMBERT AVENUE SANTA CLARA PALO ALTO CA 94306 RETAIL FULL ARM
2005585 300 LAMBERT AVENUE SANTA CLARA PALO ALTO CA 94306 INDUSTRIAL FULL ARM
2005684 310 E MAIN STREET STANISLAUS TURLOCK CA 95380 RETAIL FULL ARM
2005783 231 E GLENN ST FRESNO COALINGA CA 93210 MULTIFAMILY FULL FIXED
2005817 4425 & 4427 SOLANO AA NAPA NAPA CA 94558 MOBILE HOME NONE FIXED
2005924 1444 N RECKER RD MARICOPA MESA AZ 85205 MULTIFAMILY FULL ARM
2005940 1665 S PLAZA WAY COCONINO FLAGSTAFF AZ 86001 INDUSTRIAL NONE FIXED
2005973 2525 S MCCLINTOCK DR MARICOPA TEMPE AZ 85282 MULTIFAMILY FULL FIXED
2006005 8945 INDEPENDENCE LOS ANGELES CANOGA PARK CA 91304 INDUSTRIAL FULL ARM
2006013 13637 CIMARRON LOS ANGELES GARDENA CA 90249 INDUSTRIAL FULL ARM
2006021 7243 WOODLEY AVE LOS ANGELES VAN NUYS CA 91406 INDUSTRIAL FULL ARM
2006062 560-564 29TH ST. ALAMEDA OAKLAND CA 94609 OFFICE FULL ARM
2006088 721 RICHMOND AVE VENTURA OXNARD CA 93030 INDUSTRIAL FULL ARM
2006138 2599 WYANDOTTE ST SANTA CLARA MOUNTAIN VIEW CA 94043 INDUSTRIAL FULL ARM
2006161 12643 EMMENS WAY LOS ANGELES SANTA FE SPRINGS CA 90670 INDUSTRIAL FULL ARM
2006203 310 8TH STREET ALAMEDA OAKLAND CA 94607 OFFICE FULL FIXED
2006211 15300 DEVON SHIRE ST LOS ANGELES MISSION HILLS CA 91345 MIXED USE FULL ARM
2006237 3619 MOTOR AVE LOS ANGELES LOS ANGELES CA 90067 OFFICE FULL ARM
2006252 164 VALENCIA ST LOS ANGELES GLENDORA CA 91740 INDUSTRIAL FULL ARM
2006260 1035 HIGHLAND WAY SAN LUIS OBISPO GROVER BEACH CA 93433 INDUSTRIAL FULL ARM
2006294 5515 YORK BLVD LOS ANGELES LOS ANGELES CA 90042 OFFICE FULL ARM
2006328 5823 YORK BLVD LOS ANGELES LOS ANGELES CA 90042 OFFICE FULL ARM
2006336 # 600-602 S MATEOO LOS ANGELES LOS ANGELES CA 90021 INDUSTRIAL FULL ARM
2006344 25 CORTE MADERA MARIN MILL VALLEY CA 94941 OFFICE FULL ARM
2006351 7920 ALABAMA AVE LOS ANGELES CANOGA PARK CA 91304 INDUSTRIAL FULL ARM
2006369 91 E GRAND BLVD RIVERSIDE CORONA CA 91720 OFFICE NONE ARM
2006385 2115 PICO BLVD LOS ANGELES SNATA MONICA CA 90405 INDUSTRIAL FULL ARM
2006419 1205 BARSTOW AVENUE FRESNO CLOVIS CA 93612 INDUSTRIAL FULL FIXED
2006427 1215, 1217, & 1219 BARSTOW FRESNO CLOVIS CA 93612 OFFICE FULL FIXED
2006435 1227 1229 & 1231 BARSTOW FRESNO CLOVIS CA 93612 INDUSTRIAL FULL FIXED
2006484 4444 TWEEDY BLVD LOS ANGELES SOUTH GATE CA 90280 MIXED USE FULL ARM
2006500 368 7TH AVE SAN FRANCISCO SAN FRANCISCO CA 94118 MIXED USE FULL ARM
2006534 36 W.YOKUTS AVE SAN JOAQUIN STOCKTON CA 95207 OFFICE FULL ARM
2006625 1731-1793 RODGERS ROAD KINGS HANFORD CA 93230 MULTIFAMILY FULL FIXED
2006690 1934 SOUTH BROADWAY SANTA BARBARA SANTA MARIA CA 93454 RETAIL FULL ARM
2006757 2433 MARCONI AVE SACRAMENTO SACRAMENTO CA 95821 OFFICE FULL ARM
2006773 468 YOLANDA AVE SONOMA SANTA ROSA CA 95404 INDUSTRIAL FULL ARM
2006781 20 ADA ORANGE IRVINE CA 92718 OFFICE FULL FIXED
2006807 2697 S. HALLADAY ST. ORANGE SANTA ANA CA 92705 INDUSTRIAL FULL ARM
2006864 699 W LINE ST INYO BISHOP CA 93514 MIXED USE FULL ARM
2006872 4381 BROCKTON AVE RIVERSIDE RIVERSIDE CA 92501 OFFICE FULL ARM
2006880 11834 BRYANT STREET SAN BERNARDINO YUCAIPA CA 92399 OFFICE FULL FIXED
2006955 445-449 S MADERA AVENUE FRESNO KERMAN CA 93630 SPECIAL PURPOSE FULL ARM
2007052 8401 W DOE AVE TULARE VISALIA CA 93291 INDUSTRIAL FULL ARM
2007110 122 N BALDWIN AVE LOS ANGELES SIERRA MADRE CA 91024 OFFICE FULL ARM
2007128 600 THIRD STREET RIVERSIDE LAKE ELSINORE CA 92530 INDUSTRIAL FULL FIXED
2007136 4830-4852 HOLLYWOOD BLVD LOS ANGELES HOLLYWOOD CA 90028 RETAIL FULL ARM
2007151 234 OAK NEADOW DR SANTA CLARA LOS GATOS CA 95030 OFFICE FULL ARM
2007185 4334 CENTRAL AVE RIVERSIDE RIVERSIDE CA 92506 OFFICE FULL ARM
2007201 1140 GALAXY WAY CONTRA COSTA CONCORD CA 94520 OFFICE FULL FIXED
2007300 900 S WINCHESTER AVE SANTA CLARA SAN JOSE CA 95128 OFFICE FULL FIXED
2007474 RAILROAD AT SOUTH SHASTA REDDING CA 96001 HEALTH CARE FULL FIXED
2007482 1050-1090 CONTINENTAL SHASTA REDDING CA 96001 MULTIFAMILY FULL FIXED
2009173 15700 S AVALON BLVD LOS ANGELES COMPTON CA 90224 INDUSTRIAL FULL FIXED
2009181 33940 COUNTY LINE RD RIVERSIDE YUCAIPA CA 92320 RESTAURANT FULL FIXED
2009207 5600 WEST CENTINELA LOS ANGELES LOS ANGELES CA 90045 OFFICE FULL FIXED
2009546 517-19 SOUTH LAKE AVE LOS ANGELES PASADENA CA 91101 RETAIL FULL ARM
2009652 1842 S ROBERTSON BL LOS ANGELES LOS ANGELES CA 90035 INDUSTRIAL FULL FIXED
2009702 641 LUNAR STREET ORANGE BREA CA 92621 INDUSTRIAL FULL FIXED
2009710 8909 ROCHESTER AVE SAN BERNARDINO RANCHO CUCAMONGA CA 91730 INDUSTRIAL FULL FIXED
2009751 4415-4419 SHAW AVE FRESNO FRESNO CA 93711 RETAIL FULL FIXED
2009785 22136 CLARENDON LOS ANGELES WOODLAND HILLS CA 91367 OFFICE FULL ARM
2009827 1016 S ROBERTSON BLVD LOS ANGELES LOS ANGELES CA 90015 OFFICE FULL ARM
2009900 1746 FLOWER STREET LOS ANGELES GLENDALE CA 91201 INDUSTRIAL FULL FIXED
2010270 2300 W MAIN ST LOS ANGELES ALHAMBRA CA 91801 OFFICE FULL ARM
2010296 1525-7 W MAGNOLIA LOS ANGELES BURBANK CA 91506 RETAIL FULL ARM
2010395 631 LUNAR AVE ORANGE BREA CA 92621 INDUSTRIAL FULL FIXED
2010411 707 CENTER DRIVE SAN DIEGO SAN MARCUS CA 92069 RETAIL FULL FIXED
2010718 815 N LA BREA AVE LOS ANGELES INGLEWOOD CA 90302 RETAIL FULL ARM
2010809 4262-4282 E DAYTON AV FRESNO FRESNO CA 93709 MULTIFAMILY FULL ARM
2010908 11059 MCCORMICK ST LOS ANGELES NORTH HOLLYWOOD CA 91601 OFFICE FULL ARM
2010916 1714 MAPLE AVENUE LOS ANGELES LOS ANGELES CA 90015 INDUSTRIAL FULL FIXED
2010932 5925 FAIR OAKS BOULEVARD SACRAMENTO SACRAMENTO CA 95608 MIXED USE FULL ARM
2011054 4705-HORIZON KERN BAKERSFIELD CA 93309 OFFICE FULL FIXED
2011062 1910 SANTA ANITA AVENUE LOS ANGELES SOUTH EL MONTE CA 91733 INDUSTRIAL FULL FIXED
2011104 5537 CLEON AVE LOS ANGELES NORTH HOLLYWOOD CA 90601 INDUSTRIAL FULL FIXED
2011179 200 UNION AVENUE SANTA BARBARA ORCUTT CA 93455 MIXED USE FULL ARM
2011682 3020 & DULUTH STREET EL DORADO WEST SACRAMENTO CA 95619 MINI-STORAGE FULL ARM
2011757 120 SOUTH AVENUE 64 LOS ANGELES LOS ANGELES CA 90042 MULTIFAMILY FULL ARM
2011799 918 N HARBOR BLVD ORANGE ANAHEIM CA 92805 MULTIFAMILY FULL FIXED
2012003 406-08 E HALEY ST SANTA BARBARA SANTA BARBARA CA 93101 RETAIL FULL ARM
2012086 370 WEST FOOTHILL BOULEVA LOS ANGELES POMONA CA 91767 RETAIL FULL ARM
2012169 5224,5226, 5230 FOUNTAIN LOS ANGELES LOS ANGELES CA 90027 MIXED USE FULL ARM
2012177 17171 BEACH BL ORANGE HUNTINGTON BEACH CA 92647 OFFICE FULL FIXED
2012193 26297 BASELINE ST SAN BERNARDINO HIGHLAND CA 92346 MULTIFAMILY FULL FIXED
2012243 18348 EDDY STREET LOS ANGELES NORTHRIDGE CA 91325 INDUSTRIAL FULL FIXED
2012516 2025 W. HAZELTON AVE. LOS ANGELES STOCKTON CA 90802 INDUSTRIAL FULL ARM
2012607 2517 YOSEMITE BLVD STANISLAUS MODESTO CA 95353 RETAIL FULL FIXED
2012797 5631 PONY EXPRESS TRAIL EL DORADO POLLOCK PINES CA 95726 RESTAURANT FULL ARM
2012854 4838-4856 N. BLACKSTONE A FRESNO FRESNO CA 93711 INDUSTRIAL FULL ARM
2013118 2804 GILROY ST LOS ANGELES LOS ANGELES CA 90039 INDUSTRIAL FULL ARM
2013159 3175 SUNSET BLVD PLACER ROCKLIN CA 95677 OFFICE FULL ARM
2013324 8730 JAMACHA RD SAN DIEGO SPRING VALLEY CA 91977 RETAIL FULL ARM
2013456 3512-3538 E. CHAPMAN AVE ORANGE ORANGE CA 92669 RETAIL NONE FIXED
2013555 625 THOMPSON AVENUE LOS ANGELES GLENDALE CA 91201 INDUSTRIAL FULL FIXED
2013597 1181 QUARRY LANE ALAMEDA PLEASANTON CA 94566 INDUSTRIAL FULL ARM
2013670 2585 COMMERCE WAY LOS ANGELES CITY OF COMMERCE CA 90040 MIXED USE FULL FIXED
2013787 15777 VALLEY BOULEVARD SAN BERNARDINO FONTANA CA 92335 INDUSTRIAL FULL ARM
2013829 262 MONO ST MONO MAMMOTH LAKES CA 93546 MULTIFAMILY FULL ARM
2013860 7342 GIRARD AVENUE SAN DIEGO SAN DIEGO CA 92037 MULTIFAMILY FULL ARM
2013894 958 E MAIN ST VENTURA VENTURA CA 93001 OFFICE FULL ARM
2014025 2330 BUTANO SACRAMENTO SACRAMENTO CA 95825 OFFICE FULL ARM
2014066 9546 COMMERCE CENTE SAN BERNARDINO RANCHO CUCAMONGA CA 91730 INDUSTRIAL FULL ARM
2014165 2740 NORTH BRUIN AVENUE LOS ANGELES SOUTH EL MONTE CA 91733 INDUSTRIAL FULL FIXED
2014223 7853 EL CAJON BLVD SAN DIEGO LA MESA CA 91941 OFFICE FULL ARM
2014280 6691 FEDERAL BLVD. SAN DIEGO LEMON GROVE CA 91945 INDUSTRIAL FULL ARM
2014322 13039 S HAWTHORNE LOS ANGELES HAWTHORNE CA 90250 RETAIL FULL ARM
2014348 4436 WORTH STREET LOS ANGELES LOS ANGELES CA 90063 INDUSTRIAL FULL ARM
2014405 8203 N ALABAMA ST SAN BERNARDINO REDLANDS CA 92373 OFFICE FULL ARM
2014611 3525 VICTOR ST SANTA CLARA SANTA CLARA CA 95054 INDUSTRIAL FULL ARM
2014652 1830 W CALDWELL VENTURA VISALIA CA 93065 RETAIL NONE ARM
2014702 420 N 4TH AVE LOS ANGELES COVINA CA 91722 OFFICE FULL ARM
2014819 1121 S BROADWAY SANTA BARBARA SANTA MARIA CA 93454 OFFICE FULL ARM
2014827 1648 S 'K' ST TULARE TULARE CA 93274 OFFICE FULL ARM
2014868 230-34 A PENN ST SAN DIEGO EL SEGUNDO CA 92069 MULTIFAMILY FULL ARM
2014876 6090 ENTERPRISE EL DORADO PLACERVILLE CA 95667 INDUSTRIAL FULL ARM
2014926 2125 FAIRCHILD WAY SAN LUIS OBISPO LOS OSOS CA 93402 OFFICE FULL ARM
2014934 1519 E ANAHEIM ST LOS ANGELES WILMINGTON CA 90744 INDUSTRIAL FULL ARM
2014942 3323 N VERDUGO RD LOS ANGELES GLENDALE CA 91208 RETAIL FULL ARM
2015022 14286 E. 6TH ST. RIVERSIDE CORONA CA 91719 INDUSTRIAL FULL ARM
2015063 2440 N GOLDEN BLVD STANISLAUS TURLOCK CA 95380 INDUSTRIAL FULL ARM
2015071 1145 & 1175 GEER RD STANISLAUS TURLOCK CA 95380 OFFICE FULL ARM
2015089 653-655 COMMERCIAL ST. SAN FRANCISCO SAN FRANCISCO CA 94111 MIXED USE FULL ARM
2015162 2439 E ARTESIA BLVD LOS ANGELES LONG BEACH CA 90805 INDUSTRIAL FULL ARM
2015303 7550 STAGE RD ORANGE BUENA PARK CA 90621 INDUSTRIAL FULL ARM
2015337 11018 E ROSECRANS AVENUE LOS ANGELES NORWALK CA 90650 RETAIL FULL ARM
2015378 311 BRUCE ST SISKIYOU YREKA CA 96097 MULTIFAMILY FULL ARM
2015394 942 WHITLEY-946 KINGS CORCORAN CA 93212 OFFICE FULL ARM
2015501 6623 SAN FERNANDO RD LOS ANGELES GLENDALE CA 91201 MIXED USE FULL FIXED
2015519 760 MILL ST SAN BERNARDINO SAN BERNARDINO CA 92402 INDUSTRIAL FULL ARM
2015667 8646 BEECH AVE SAN BERNARDINO FONTANA CA 92335 INDUSTRIAL FULL ARM
2015832 576 S MAIN ST MENDOCINO FORT BRAGG CA 95437 RESTAURANT FULL FIXED
2015857 1504 WISHON AVE. AND 5765 FRESNO FRESNO CA 93728 OFFICE FULL ARM
2015907 2728 THOUSAND OAKS VENTURA THOUSAND OAKS CA 91362 RETAIL FULL ARM
2016046 2001 HIGH STREET FRESNO SELMA CA 93662 OFFICE FULL ARM
2016053 355 PLACENTIA AVE ORANGE NEWPORT BEACH CA 92660 OFFICE FULL ARM
2016079 4477 W 118TH ST LOS ANGELES HAWTHORNE CA 90250 OFFICE FULL ARM
2016095 4729 E ANAHEIM ST LOS ANGELES LONG BEACH CA 90814 OFFICE FULL ARM
2016152 906 N FRIES AVE LOS ANGELES WILMINGTON CA 90744 MULTIFAMILY FULL ARM
2016186 5126 EL CAJON BLVD. SAN DIEGO SAN DIEGO CA 92115 RETAIL FULL ARM
2016269 59 RICKENBACKER CIR ALAMEDA LIVERMORE CA 94550 OFFICE FULL ARM
2016293 1521 COMMERCE ST RIVERSIDE CORONA CA 91720 INDUSTRIAL FULL ARM
2016343 15952 SEQUOIA RD. SAN BERNARDINO HESPERIA CA 92345 MULTIFAMILY FULL ARM
2016376 1629 N CARLOTTI DR SANTA BARBARA SANTA MARIA CA 93454 INDUSTRIAL FULL ARM
2016400 8351 LINCOLN BL LOS ANGELES LOS ANGELES CA 90045 RETAIL FULL FIXED
2016574 16017 TUSCOLA RD SAN BERNARDINO APPLE VALLEY CA 92307 OFFICE FULL ARM
2016624 1004 FOWLER WAY #1 EL DORADO PLACERVILLE CA 95667 OFFICE FULL ARM
2016699 11503 BURBANK BL LOS ANGELES NORTH HOLLYWOOD CA 91601 RETAIL FULL ARM
2016814 829 JEFFERSON ST NAPA NAPA CA 94558 OFFICE FULL ARM
2016822 1775 BROADWAY SAN MATEO REDWOOD CITY CA 94063 MINI-STORAGE FULL ARM
2016848 11700 GARVEY AVE LOS ANGELES EL MONTE CA 91732 MULTIFAMILY FULL ARM
2016905 45247-45255 N. DIVISION S LOS ANGELES LANCASTER CA 93534 INDUSTRIAL FULL ARM
2016939 81-854 INDUSTRIAL PL RIVERSIDE INDIO CA 92201 INDUSTRIAL FULL ARM
2017010 22594 HIGHWAY 88 AMADOR PIONEER CA 95666 RETAIL FULL ARM
2017143 203 N LAKE ST LOS ANGELES BURBANK CA 91502 INDUSTRIAL FULL ARM
2017150 924-948 E. LINCOLN AVENUE ORANGE ORANGE CA 92665 RETAIL FULL ARM
2017184 802 N 5TH AVENUE MARICOPA PHOENIX AZ 85003 OFFICE FULL FIXED
2017242 7045 HAWTHORNE AVE LOS ANGELES LOS ANGELES CA 90005 MULTIFAMILY FULL ARM
2017275 928 SAN PABLO AVE ALAMEDA ALBANY CA 94706 OFFICE FULL ARM
2017283 628 ARDMORE AVE LOS ANGELES LOS ANGELES CA 90005 MULTIFAMILY FULL ARM
2017309 10919 LAKEWOOD BOULEVARD LOS ANGELES DOWNEY CA 90240 OFFICE NONE ARM
2017341 7127 CANOGA AVE LOS ANGELES CANOGA PARK CA 91367 INDUSTRIAL FULL ARM
2017374 10306 NORWALK BLVD #7 LOS ANGELES SANTA FE SPRINGS CA 90670 INDUSTRIAL FULL ARM
2017556 14528 ARCHWOOD ST LOS ANGELES VAN NUYS CA 91405 INDUSTRIAL FULL ARM
2017630 1033 FRESNO ST FRESNO FRESNO CA 93710 RETAIL FULL ARM
2017721 5300 PACIFIC BLVD LOS ANGELES HUNTINGTON PARK CA 90255 INDUSTRIAL FULL ARM
2017739 10623 TREENA STREET SAN DIEGO SAN DIEGO CA 92131 SPECIAL PURPOSE FULL FIXED
2017770 15990 TUSCOLA RD SAN BERNARDINO APPLE VALLEY CA 92307 OFFICE FULL ARM
2017796 599 N FAIR OAKS AVE LOS ANGELES PASADENA CA 91103 OFFICE FULL ARM
2017945 5847 AUBURN BLVD SACRAMENTO SACRAMENTO CA 95841 MIXED USE FULL ARM
2017978 1405-1407 PARK ALAMEDA ALAMEDA CA 94501 RETAIL FULL ARM
2017986 15410 STAFFORD ST LOS ANGELES CITY OF INDUSTRY CA 91744 INDUSTRIAL FULL ARM
2018018 1511 BEVERLY BLVD LOS ANGELES LOS ANGELES CA 90026 OFFICE FULL ARM
2018125 4959 EAGLE ROCK LOS ANGELES LOS ANGELES CA 90041 RESTAURANT FULL ARM
2018257 900 N I ST SANTA BARBARA LOMPOC CA 93438 RETAIL FULL ARM
2019032 18095 HIGHWAY 18 SAN BERNARDINO APPLE VALLEY CA 92307 OFFICE FULL ARM
2019099 838 N VENTURA ROAD VENTURA PORT HUENEME CA 93041 RETAIL FULL FIXED
2019677 1605 E ARROWHEAD AVE COCONINO FLAGSTAFF AZ 86001 MULTIFAMILY FULL ARM
2019826 839 W CONGRESS STREE PIMA TUCSON AZ 85745 OFFICE FULL FIXED
2019941 64-66 E BROADWAY BLVD PIMA TUCSON AZ 85711 OFFICE FULL FIXED
2020022 4045 NORTH ORACLE ROAD PIMA TUCSON AZ 85705 MULTIFAMILY FULL ARM
2020246 14413 CRENSHAW BLVD LOS ANGELES GARDENA CA 90249 MIXED USE FULL ARM
2021046 332-34 W FLORENCE AVE LOS ANGELES LOS ANGELES CA 90003 RETAIL FULL FIXED
2021251 1902 S PACIFIC AVE #4 LOS ANGELES SAN PEDRO CA 90731 OFFICE FULL FIXED
2021277 2312 SOUTH ROBERTSON BLVD LOS ANGELES LOS ANGELES CA 90034 RETAIL FULL FIXED
2021368 1701 'F' ST KERN BAKERSFIELD CA 93301 OFFICE FULL ARM
</TABLE>
<TABLE>
<CAPTION>
Zip Property Rate
Loan Number Property Address County City State Code Type Recourse Type
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2021418 2820 W JEFFERSON BLVD LOS ANGELES LOS ANGELES CA 90018 MIXED USE FULL FIXED
2021426 1605 STATE STREET SAN BERNARDINO BARSTOW CA 92311 INDUSTRIAL FULL FIXED
2021442 14870 DESMAN RD LOS ANGELES LA MIRADA CA 90638 INDUSTRIAL FULL FIXED
2021491 7482 KATELLA AVE LOS ANGELES STANTON CA 90701 RESTAURANT FULL FIXED
2021764 508 CONSTITUTION AVE VENTURA CAMARILLO CA 93012 INDUSTRIAL FULL FIXED
2021806 3111 WINONA AVENUE LOS ANGELES BURBANK CA 91504 INDUSTRIAL FULL ARM
2021863 4925-4939 COMPTON BLVD LOS ANGELES LAWNDALE CA 90260 RETAIL FULL FIXED
2021897 1132 W 30TH STREET LOS ANGELES LOS ANGELES CA 90007 MULTIFAMILY FULL ARM
2022333 5755 E FOUNTAIN WAY FRESNO FRESNO CA 93727 INDUSTRIAL FULL FIXED
2022408 5930 WILLOUGHBY AVE LOS ANGELES LOS ANGELES CA 90038 MULTIFAMILY FULL FIXED
2022473 2013 NEWPORT BLVD ORANGE COSTA MESA CA 92627 OFFICE FULL FIXED
2022713 28 MONO STREET MONO MAMMOTH LAKES CA 93546 MULTIFAMILY FULL ARM
2022721 350 NORTH HALSTEAD STREET LOS ANGELES PASADENA CA 91107 OFFICE FULL ARM
2022838 1161 POST ST SAN FRANCISCO SAN FRANCISCO CA 94109 OFFICE FULL ARM
2023802 1128 E GREENWAY STREET MARICOPA MESA AZ 85203 OFFICE FULL FIXED
2024008 2153 E JONES AVE. MARICOPA PHOENIX AZ 85040 INDUSTRIAL FULL FIXED
2024123 1112 E MCDOWELL RD MARICOPA PHOENIX AZ 85006 OFFICE FULL FIXED
2025674 607 LOMAS SANTA FE DRIVE SAN DIEGO SOLANA BEACH CA 92007 RETAIL FULL FIXED
2028165 5101 PACIFIC BLVD LOS ANGELES VERNON CA 90058 INDUSTRIAL FULL FIXED
2028256 17491 IRVINE BLVD ORANGE TUSTIN CA 92680 OFFICE FULL FIXED
2028306 15392 ASSEMBLY LN ORANGE HUNTINGTON BEACH CA 92649 INDUSTRIAL FULL FIXED
2028819 141 SO BANDY AVE LOS ANGELES WEST COVINA CA 91790 MULTIFAMILY FULL FIXED
2029403 431 PALM CYN DR RIVERSIDE PALM SPRINGS CA 92262 RETAIL FULL FIXED
2029718 7467 CUVIER ST SAN DIEGO LA JOLLA CA 92037 RETAIL FULL FIXED
2029890 929 L ST FRESNO FRESNO CA 93721 OFFICE NONE FIXED
2030013 230 S MONTCLAIR STREET KERN BAKERSFIELD CA 93309 OFFICE FULL FIXED
2030088 1551 PINE ST SHASTA REDDING CA 96001 RETAIL FULL FIXED
2030096 621 SAGINAW SHASTA REDDING CA 96001 MULTIFAMILY FULL FIXED
2030336 535-45 N VICTORY BL LOS ANGELES BURBANK CA 91502 RESTAURANT FULL ARM
2030344 3907 MISSOURI FLT RDD EL DORADO PLACERVILLE CA 95667 MIXED USE FULL ARM
2030542 95 LA PATERA LANE SANTA BARBARA GOLETA CA 93117 OFFICE FULL FIXED
2030880 1600-1604 S DECATUR CLARK LAS VEGAS NV 89102 RETAIL FULL FIXED
2031029 7125 WEST MANCHESTER AVE. LOS ANGELES LOS ANGELES CA 90045 MIXED USE FULL ARM
2031086 101 GREGORY LN #33, 34, 3 CONTRA COSTA PLEASANT HILL CA 94523 OFFICE FULL ARM
2031169 20730 N SOLEDAD ST LOS ANGELES SAUGUS CA 91350 INDUSTRIAL FULL FIXED
2031201 21115 LONGEWAY RD TUOLUMNE SONORA CA 95370 INDUSTRIAL FULL FIXED
2031409 8001- 8011 BEVERLY BLVD LOS ANGELES LOS ANGELES CA 90048 RETAIL FULL FIXED
2031425 2029 HARBOR BLVD. ORANGE COSTA MESA CA 92627 MULTIFAMILY FULL FIXED
2031557 16379 CHINO-CORONA ROAD SAN BERNARDINO CHINO CA 91710 INDUSTRIAL FULL FIXED
2031565 3615 OAKLEY AVENUE RIVERSIDE RIVERSIDE CA 92501 MIXED USE FULL FIXED
2031607 17435 HESPERIAN BLV ALAMEDA SAN LORENZO CA 94580 RESTAURANT FULL ARM
2031649 485 SHASTA AVE AN LUIS OBISPO MORRO BAY CA 93442 MULTIFAMILY FULL FIXED
2031672 7015 S NEWLIN AVE LOS ANGELES WHITTER CA 90602 MULTIFAMILY FULL FIXED
2031714 825 W HUNTINGTON DR LOS ANGELES SAN MARINO CA 91108 OFFICE FULL FIXED
2031797 7004- 7010 CARROLL RD SAN DIEGO SAN DIEGO CA 92121 INDUSTRIAL FULL ARM
2031862 9600 FLAIR DR LOS ANGELES EL MONTE CA 91731 RETAIL FULL ARM
2031987 4870 EAGLE ROCK BL LOS ANGELES LOS ANGELES CA 90041 RETAIL FULL FIXED
2031995 7544 TRADE ST SAN DIEGO SAN DIEGO CA 92121 INDUSTRIAL FULL ARM
2032068 12180 & 12180 MARIPOSS SAN BERNARDINO VICTORVILLE CA 92392 RESTAURANT FULL FIXED
2032126 17435 CATALPA ST. SAN BERNARDINO HESPERIA CA 92345 INDUSTRIAL FULL FIXED
2032365 970 S. 14TH ST. AND 1051 AN LUIS OBISPO GROVER CITY CA 93433 MIXED USE FULL FIXED
2032456 1616-1622 SILVER LAKK LOS ANGELES LOS ANGELES CA 90026 MIXED USE FULL FIXED
2032787 8803 AMIGO AVENUE LOS ANGELES NORTHRIDGE CA 91324 INDUSTRIAL FULL FIXED
2033066 6531- 6541 EDINGER AVE ORANGE HUNTINGTON BEACH CA 92647 RETAIL FULL ARM
2033082 710-716 HIGUERA STREET AN LUIS OBISPO SAN LUIS OBISPO CA 93401 RETAIL FULL FIXED
2033140 28403 FELIX VALDEZ RIVERSIDE TEMECULA CA 92590 INDUSTRIAL FULL ARM
2033157 1106 GRAND AVE AN LUIS OBISPO ARROYO GRANDE CA 93420 RETAIL FULL ARM
2033165 80 E SANTA ANITA LOS ANGELES BURBANK CA 91502 INDUSTRIAL FULL ARM
2033256 4635 SOQUEL DRIVE SANTA CRUZ SANTA CRUZ CA 95073 RETAIL FULL ARM
2033405 1954 FRIENDSHIP DR SAN DIEGO EL CAJON CA 92020 INDUSTRIAL FULL ARM
2033470 777 N BURKE ST TULARE VISALIA CA 93291 INDUSTRIAL FULL ARM
2033504 309 E BEACH AVE LOS ANGELES INGLEWOOD CA 90301 INDUSTRIAL FULL ARM
2033587 248 HARVARD AVENUE LOS ANGELES CLAREMONT CA 91711 RETAIL FULL ARM
2033645 187 S MAIN ST INYO BISHOP CA 93514 RETAIL FULL ARM
2033660 2659 STATE STREET SAN DIEGO CARLSBAD CA 92008 INDUSTRIAL FULL ARM
2033900 2425 MENDOCINO AVE SONOMA SANTA ROSA CA 95476 OFFICE FULL ARM
2033918 9015 FULLBRIGHT AVE LOS ANGELES LOS ANGELES CA 90022 INDUSTRIAL FULL FIXED
2033991 6118 ALCOA AVENUE LOS ANGELES VERNON CA 90058 INDUSTRIAL FULL FIXED
2034007 618 4TH STREET SONOMA SANTA ROSA CA 95404 RETAIL FULL ARM
2034098 2095 N WATERMAN AVE SAN BERNARDINO SAN BERNARDINO CA 92404 OFFICE FULL ARM
2034106 1207 WEST MAGNOLIA BOULEV LOS ANGELES BURBANK CA 91506 OFFICE FULL FIXED
2034130 375 W PALMER/4400 SAN FER LOS ANGELES GLENDALE CA 91205 INDUSTRIAL FULL ARM
2034163 10050 RIVERSIDE DRIVE LOS ANGELES TOLUCA LAKE CA 91602 RETAIL FULL FIXED
2034361 211 N STATE ST RIVERSIDE HEMET CA 92344 OFFICE FULL ARM
2034502 31977-85 LODGE ROAD FRESNO AUBERRY CA 93609 OFFICE FULL FIXED
2034650 1371 S LA CADENA SAN BERNARDINO COLTON CA 92324 OFFICE FULL ARM
2034676 359 W 11TH ST ALAMEDA TRACY CA 94550 OFFICE FULL ARM
2034700 355 PLACENTIA #202 ORANGE NEWPORT BEACH CA 92660 OFFICE FULL ARM
2034783 10220 HOLE AVE RIVERSIDE RIVERSIDE CA 92503 RETAIL FULL ARM
2034841 1023 E. THOMPSON BLVD. VENTURA VENTURA CA 93001 OFFICE FULL ARM
2034866 1401 MONTEREY PASS RD LOS ANGELES MONTEREY PARK CA 90007 INDUSTRIAL FULL ARM
2034924 2050 TUSTIN AVE ORANGE SANTA ANA CA 92701 OFFICE FULL ARM
2034973 11580 SEABOARD CIR ORANGE STANTON CA 90680 INDUSTRIAL FULL ARM
2034981 2129 FAIRCHILD WAY AN LUIS OBISPO LOS OSOS CA 93402 INDUSTRIAL FULL ARM
2035046 100 WEST EL CAMINO #73 SANTA CLARA MOUNTAIN VIEW CA 94043 OFFICE FULL ARM
2035087 5363 H STREET SACRAMENTO SACRAMENTO CA 95820 OFFICE FULL ARM
2035095 2480 SHATTUCK AVE ALAMEDA BERKELEY CA 94704 RETAIL FULL ARM
2035111 7860-6 SUNSET BLVD LOS ANGELES LOS ANGELES CA 90046 RETAIL FULL ARM
2035145 801 WILLIAMSON AVENUE ORANGE FULLERTON CA 92632 INDUSTRIAL FULL ARM
2035228 245 FISCHER AVE B-22 ORANGE COSTA MESA CA 92626 MIXED USE FULL FIXED
2035285 883 S EAST ST ORANGE ANAHEIM CA 92805 INDUSTRIAL FULL ARM
2035459 1301 MEDICAL CENTER SONOMA ROHNERT PARK CA 94928 OFFICE FULL ARM
2035483 210 SAN MATEO ROAD SAN MATEO HALF MOON BAY CA 94019 RETAIL FULL FIXED
2035657 84 EAST SANTA ANITA AVE LOS ANGELES BURBANK CA 91501 OFFICE FULL FIXED
2035715 1560 CAPALINA RD SAN DIEGO SAN MARCOS CA 92069 OFFICE FULL ARM
2035723 1048 W 17TH ST ORANGE SANTA ANA CA 92706 MIXED USE FULL ARM
2035764 1651 N HACIENDA BL LOS ANGELES LA PUENTE CA 91744 RETAIL FULL ARM
2035814 818 N DOUTY STREET KINGS HANFORD CA 93230 OFFICE FULL ARM
2036028 640 FRANCIS AVE MONTEREY SEASIDE CA 93955 OFFICE FULL ARM
2036069 183 PLACERVILLE DR EL DORADO PLACERVILLE CA 95667 OFFICE FULL ARM
2036077 1229 HOBLITT FRESNO CLOVIS CA 93612 INDUSTRIAL FULL ARM
2036085 394 E MAIN ST VENTURA VENTURA CA 93001 RETAIL FULL ARM
2036093 155 ALTO STREET MARIN SAN RAFAEL CA 94901 INDUSTRIAL FULL ARM
2036101 262 SOUTH ROSEMEAD BOULEV LOS ANGELES PASADENA CA 91107 RESTAURANT FULL ARM
2036267 6945 IMPERIAL AVE SAN DIEGO SAN DIEGO CA 92114 MIXED USE FULL ARM
2036341 1358 W PACIFIC COAST HIGH LOS ANGELES LOS ANGELES CA 90744 INDUSTRIAL FULL ARM
2036382 300 N IMPERIAL AVE IMPERIAL EL CENTRO CA 92243 INDUSTRIAL FULL ARM
2036432 6983 AVENUE 305 TULARE GOSHEN CA 93227 INDUSTRIAL FULL ARM
2036606 4870 LA SIERRA AVE RIVERSIDE RIVERSIDE CA 92505 RETAIL FULL ARM
2036630 22952 EL TORO RD ORANGE EL TORO CA 92630 OFFICE FULL ARM
2036648 11460 SUNRISE GOLD SACRAMENTO RANCHO CORDOVA CA 95670 OFFICE FULL ARM
2036762 1022 14TH ST STANISLAUS MODESTO CA 95354 OFFICE FULL ARM
2036804 25100 S NORMANDIE AV LOS ANGELES LOS ANGELES CA 90000 INDUSTRIAL FULL ARM
2036952 7345 TOPANGA CANYON LOS ANGELES CANOGA PARK CA 91303 INDUSTRIAL FULL ARM
2036994 2880 SEPULVEDA BL LOS ANGELES TORRANCE CA 90505 RESTAURANT FULL FIXED
2037034 1125 PINE AVE SAN BERNARDINO REDLANDS CA 92373 MULTIFAMILY FULL ARM
2037109 228 E HOBSON WAY RIVERSIDE BLYTHE CA 92225 OFFICE FULL ARM
2037125 777 GRAND AVE MARIN SAN RAFAEL CA 94901 RETAIL FULL FIXED
2037141 10832 LOS ALAMITOS BLVD ORANGE LOS ALAMITOS CA 90720 OFFICE FULL ARM
2037208 5244 VAN NUYS BLVD LOS ANGELES VAN NUYS CA 91401 MIXED USE FULL ARM
2037299 7037 N BLACKSTONE AVE FRESNO FRESNO CA 93705 RETAIL FULL ARM
2037315 2830,2832,2840 BAY ROAD SAN MATEO REDWOOD CITY CA 94063 INDUSTRIAL FULL ARM
2037331 746 N MOUNTAIN AVE SAN BERNARDINO ONTARIO CA 91762 RETAIL FULL ARM
2037398 4374 EAGLE ROCK BL LOS ANGELES LOS ANGELES CA 90041 RETAIL FULL ARM
2037430 1275 E CENTER CT DR LOS ANGELES COVINA CA 91724 OFFICE FULL ARM
2037471 15800 MAIN ST SAN BERNARDINO HESPERIA CA 92345 RETAIL FULL FIXED
2037489 4450 E WASHINGTON BLVD LOS ANGELES CITY OF COMMERCE CA 90040 INDUSTRIAL FULL ARM
2037521 502 SOQUEL AVE SANTA CRUZ SANTA CRUZ CA 95061 MIXED USE FULL ARM
2037562 2019 F ST KERN BAKERSFIELD CA 93301 OFFICE FULL ARM
2037638 1840 E SAGINAW WAY FRESNO FRESNO CA 93726 INDUSTRIAL FULL ARM
2037711 13123 SATICOY ST. LOS ANGELES N. HOLLYWOOD CA 91605 INDUSTRIAL FULL ARM
2037802 1300 KURT DR CALAVERAS ANGELS CAMP CA 95222 OFFICE FULL FIXED
2037828 10307 MT. GLEASON LOS ANGELES LOS ANGELES CA 91040 MULTIFAMILY FULL ARM
2037844 2045 E ASHLAN AVE FRESNO FRESNO CA 93726 OFFICE FULL ARM
2037869 137 E PROSPECT AVE CONTRA COSTA DANVILLE CA 94526 INDUSTRIAL FULL ARM
2037901 1611 FEATHER RIVER BLVD. BUTTE OROVILLE CA 95965 OFFICE FULL ARM
2037976 2144 E INDIAN SCHOOL MARICOPA PHOENIX AZ 85016 RETAIL FULL FIXED
2038099 665 PLEASANT VALLEY EL DORADO DIAMOND SPRINGS CA 95619 OFFICE FULL ARM
2038131 56913 YUCCA TRAIL SAN BERNARDINO YUCCA VALLEY CA 92284 INDUSTRIAL FULL ARM
2038156 HWY 49 & RIDGE ROAD AMADOR SUTTER CREEK CA 95685 RETAIL FULL ARM
2038172 320 THIRD ST MARIN SAN RAFAEL CA 94901 RETAIL FULL FIXED
2038198 6300 BEACH BLVD ORANGE BUENA PARK CA 90621 OFFICE FULL ARM
2038206 5965 FOUNTAIN AVE LOS ANGELES LOS ANGELES CA 90028 MULTIFAMILY FULL ARM
2038305 748 N LEMON AVE ORANGE ORNGE CA 92667 INDUSTRIAL FULL ARM
2038313 2400 CORDELIA RD SOLANO FAIRFIELD CA 94533 INDUSTRIAL FULL ARM
2038362 1365 N MCCAN ST ORANGE ANAHEIM CA 92806 INDUSTRIAL FULL ARM
2038404 20146 SATICOY LOS ANGELES CANOGA PARK CA 91306 RETAIL FULL ARM
2038438 11211 SEPULVEDA BLVD LOS ANGELES GRANADA HILLS CA 91345 OFFICE FULL ARM
2038453 24790 FORESTHILL RD PLACER FORESTHILL CA 95631 MULTIFAMILY FULL ARM
2038495 6003 LIVE OAK ST LOS ANGELES BELL GARDENS CA 90201 MULTIFAMILY FULL ARM
2038511 950 EMERALD BAY RD EL DORADO SO. LAKE TAHOE CA 96150 RETAIL FULL ARM
2038545 18145 HWY 18 SAN BERNARDINO APPLE VALLEY CA 92307 OFFICE FULL ARM
2038560 4510 SPERRY ST LOS ANGELES LOS ANGELES CA 90039 INDUSTRIAL FULL ARM
2038602 601-605.5 VIRGINIA ST LOS ANGELES EL SEGUNDO CA 90245 MULTIFAMILY FULL ARM
2038685 3235 ARROYO SECO AV LOS ANGELES LOS ANGELES CA 90065 MIXED USE FULL ARM
2038883 800 N COLE AVE LOS ANGELES LOS ANGELES CA 90038 MIXED USE FULL ARM
2039030 26644 S MOONEY BLVD TULARE VISALIA CA 93277 RETAIL FULL ARM
2039154 11682 ATLANTIC AVE LOS ANGELES LYNWOOD CA 90262 RETAIL FULL FIXED
2039162 11882 TAMMY WAY NEVADA GRASS VALLEY CA 95946 OFFICE FULL FIXED
2039519 2558 MERCED AVENUE LOS ANGELES SOUTH EL MONTE CA 91733 INDUSTRIAL FULL ARM
2039568 936 EAST FRANCIS STREET SAN BERNARDINO ONTARIO CA 91761 INDUSTRIAL FULL FIXED
2040418 7623 FOOTHILL BLVD LOS ANGELES TUJUNGA CA 91042 RETAIL FULL FIXED
2040442 5442 THORNWOOD DR SANTA CLARA SAN JOSE CA 95123 OFFICE FULL FIXED
2040491 24035 SUNNYMEAD BLVD RIVERSIDE MORENO VALLEY CA 92553 RETAIL FULL ARM
2040558 20972 - 20980 KNAPP ST & LOS ANGELES CHATSWORTH CA 91311 INDUSTRIAL FULL FIXED
2040640 625 SUPERIOR SAN DIEGO ESCONDIDO CA 92025 INDUSTRIAL FULL FIXED
2040657 4060 VIA REAL SANTA BARBARA CARPENTERIA CA 93013 MIXED USE FULL FIXED
2040665 101 FIRST ST IMPERIAL CALEXICO CA 92231 RETAIL FULL FIXED
2040699 520 S MAGNOLIA AVE SAN DIEGO EL CAJON CA 92020 OFFICE FULL FIXED
2040749 6353-6365 YUCCA STREET LOS ANGELES LOS ANGELES CA 90028 RETAIL FULL FIXED
2040756 27862 CAMINO CAPISTRANO ORANGE LAGUNA NIGUEL CA 91677 INDUSTRIAL FULL ARM
2040806 8536 & 38 & 40 CENTRALL ORANGE STANTON CA 90680 INDUSTRIAL FULL FIXED
2040822 500 S PALM AVENUE LOS ANGELES ALHAMBRA CA 91803 INDUSTRIAL FULL FIXED
2040830 3720-3724 ATLANTIC BLVD LOS ANGELES LONG BEACH CA 90807 RETAIL FULL FIXED
2040897 1910 CHRIS LANE ORANGE ANAHEIM CA 92806 INDUSTRIAL FULL FIXED
2040913 19415 VILLAGE DRIVE TUOLUMNE SONORA CA 95370 OFFICE FULL FIXED
2040954 13716 BURBANK BLVD. LOS ANGELES VAN NUYS CA 91402 RETAIL FULL FIXED
2040962 265 SAN BRUNO AVE SAN MATEO SAN BRUNO CA 94066 RETAIL FULL FIXED
2040988 285 NORTH HILL STREET LOS ANGELES PASADENA CA 91106 MIXED USE FULL FIXED
2041010 23032 MILL CREEK RD ORANGE LAGUNA HILLS CA 92653 OFFICE FULL FIXED
2041077 22810 ALESSANDRO BLVD RIVERSIDE MORENO VALLEY CA 92553 OFFICE FULL FIXED
2041127 1208 N LA BREA AVE LOS ANGELES INGLEWOOD CA 90302 MIXED USE FULL FIXED
2041143 1404 & 1422 MAMMOTH TAVER MONO MAMMOTH LAKES CA 93546 MIXED USE FULL ARM
2041168 101 MARGARET LANE NEVADA GRASS VALLEY CA 95945 OFFICE FULL FIXED
2041200 1534 EASTMAN AVENUE VENTURA VENTURA CA 93003 INDUSTRIAL FULL FIXED
2041218 10220 HWY 41 MADERA MADERA CA 96348 RETAIL FULL FIXED
2041275 3219 FITZGERALD ROAD SACRAMENTO RANCHO CORDOVA CA 95670 INDUSTRIAL FULL ARM
2041283 4127 SEQUOIA STREET LOS ANGELES LOS ANGELES CA 90039 INDUSTRIAL FULL FIXED
2041325 400 N AVENIDA CABALL RIVERSIDE PALM SPRINGS CA 92262 MIXED USE FULL ARM
2041358 JOE SMITH RD INYO BISHOP CA 93514 INDUSTRIAL FULL FIXED
2041374 74-877 JONI DRIVE RIVERSIDE PALM DESERT CA 92260 INDUSTRIAL FULL FIXED
2041457 1520-1532 W. CHAPMAN AVE ORANGE ORANGE CA 92667 RETAIL FULL ARM
2041481 900-06 N ALVARADO STREET LOS ANGELES LOS ANGELES CA 90026 OFFICE FULL ARM
2041515 100 W. FOOTHILL BOULEVARD LOS ANGELES AZUSA CA 91702 RETAIL FULL FIXED
2041531 524 N MAIN STREET INYO BISHOP CA 93514 RESTAURANT FULL FIXED
2041549 2350 E GETTYSBURG AVE FRESNO FRESNO CA 93711 OFFICE FULL ARM
2041580 221 LOMBARD STREET VENTURA OXNARD CA 93030 INDUSTRIAL FULL ARM
2041614 3508 STOCKER BLVD LOS ANGELES LOS ANGELES CA 90008 MULTIFAMILY FULL ARM
2041713 2 THOMAS OWENS WAY MONTEREY MONTEREY CA 93940 OFFICE FULL FIXED
2041739 1000 N STATE STREET SAN BERNARDINO HEMET CA 92343 MIXED USE FULL ARM
2042216 1228 CORONADO DR SANTA CLARA SUNNYVALE CA 94086 MULTIFAMILY FULL FIXED
2042315 2082 MICHELSON DRIVE ORANGE IRVINE CA 92715 OFFICE FULL FIXED
2042430 BOULEVARD CIR. CONTRA COSTA WALNUT CREEK CA 94595 MIXED USE FULL FIXED
2042737 6400 BRENTWOOD BLVD CONTRA COSTA BRENTWOOD CA 94513 HEALTH CARE FULL FIXED
2043750 10055 WOLF RD NEVADA GRASS VALLEY CA 95949 RETAIL FULL FIXED
2043891 10726 SUTTER AVENUE LOS ANGELES LOS ANGELES CA 91331 MULTIFAMILY FULL ARM
2043909 12349- GLADSTONE AVE LOS ANGELES SYLMAR CA 91342 INDUSTRIAL FULL ARM
2044188 300 BROADWAY BUTTE CHICO CA 95926 MIXED USE FULL FIXED
2044212 385 E PARK AVE BUTTE CHICO CA 95926 INDUSTRIAL FULL ARM
2044444 2975 HUNTINGTON BLVD. FRESNO FRESNO CA 93701 MULTIFAMILY FULL FIXED
2044501 555 N 2ND ST FRESNO FRESNO CA 93702 MULTIFAMILY FULL ARM
2044576 3636 N 1ST ST FRESNO FRESNO CA 93726 OFFICE FULL FIXED
2044683 2616 JENSEN FRESNO SANGER CA 93657 RETAIL FULL FIXED
2044717 4747 N.1ST ST. #177 FRESNO FRESNO CA 93726 OFFICE FULL FIXED
2044725 4747 NORTH 1ST ST 170 FRESNO FRESNO CA 93726 OFFICE FULL FIXED
2044766 1665 W SHAW AVE FRESNO FRESNO CA 93711 OFFICE FULL FIXED
2044816 5642 E KINGS CYN RD FRESNO FRESNO CA 93727 RETAIL FULL FIXED
2044824 5642 AND 5620 E KINGS FRESNO FRESNO CA 93727 RETAIL FULL FIXED
2044899 2513 W SHAW AVE FRESNO FRESNO CA 93711 OFFICE FULL FIXED
2044907 4411-4421 N. CEDAR AVENUE FRESNO FRESNO CA 93726 OFFICE FULL FIXED
2045029 425 - 435 W. SHAW AVE FRESNO FRESNO CA 93704 RETAIL FULL FIXED
2045367 25711 TO 25733 DOLLARR ALAMEDA HAYWARD CA 94545 MINI-STORAGE FULL FIXED
2045466 37646 CEDAR BOULEVARD ALAMEDA NEWARK CA 94560 INDUSTRIAL FULL FIXED
2045482 DUBLIN BLVD ALAMEDA DUBLIN CA 94566 RETAIL FULL FIXED
2045490 6398 DAUGHERTY RD ALAMEDA DUBLIN CA 94566 INDUSTRIAL FULL FIXED
2045516 22962 CLAWITER BLVD. ALAMEDA HAYWARD CA 94545 MINI-STORAGE FULL FIXED
2045524 6715 DUBLIN BLVD ALAMEDA DUBLIN CA 94566 RETAIL FULL FIXED
2045821 334 N A ST SANTA BARBARA LOMPOC CA 93436 INDUSTRIAL FULL FIXED
2046233 1230 E ORANGEBURG AVE STANISLAUS MODESTO CA 95355 OFFICE FULL FIXED
2046514 1275 HAMMERWOOD RD SANTA CLARA SUNNYVALE CA 95071 INDUSTRIAL FULL FIXED
2046563 875-877 E HAMILTON SANTA CLARA CAMPBELL CA 95008 INDUSTRIAL FULL FIXED
2046605 5592 PEARL AVE SANTA CLARA SAN JOSE CA 95123 RETAIL FULL ARM
2046670 7777 - 7951 WREN AVENUE SANTA CLARA GILROY CA 95120 OFFICE NONE FIXED
2046779 4040 STEVENS CREEK BLVD. SANTA CLARA SAN JOSE CA 95050 RETAIL FULL FIXED
2047058 711 S. STIMSON AVENUE LOS ANGELES CITY OF INDUSTRY CA 91744 INDUSTRIAL FULL FIXED
2047066 715 S STIMSON LOS ANGELES INDUSTRY CA 91744 INDUSTRIAL FULL FIXED
2047116 19601 E WALNUT DRIVE LOS ANGELES WALNUT CA 91748 RETAIL FULL FIXED
2047124 2030 W WHITTIER ORANGE LA HABRA CA 90631 OFFICE FULL FIXED
2047140 1200 S SUNSET LOS ANGELES WEST COVINA CA 91790 RETAIL FULL FIXED
2047181 15625 STAFFORD ST LOS ANGELES CITY OF INDUSTRY CA 91744 OFFICE FULL FIXED
2047231 20651 COLIMA LOS ANGELES WALNUT CA 91789 RETAIL FULL FIXED
2047413 2925 SCOTT BLVD SANTA CLARA SANTA CLARA CA 95054 RETAIL FULL FIXED
2047751 2942 MOONEY BLVD TULARE VISALIA CA 93277 OFFICE FULL FIXED
2048270 8811 PRODUCTION SAN DIEGO SAN DIEGO CA 92121 INDUSTRIAL FULL ARM
2048585 1545 PONTIUS AVE LOS ANGELES LOS ANGELES CA 90025 OFFICE FULL FIXED
2048742 931-33 MARKET ST. SAN FRANCISCO SAN FRANCISCO CA 94103 MIXED USE FULL FIXED
2048981 16925 MAIN ST G SAN BERNARDINO HESPERIA CA 92345 OFFICE FULL ARM
2049039 15028 7TH ST SAN BERNARDINO VICTORVILLE CA 92392 OFFICE FULL FIXED
2049187 861 W.ACACIA ST. MONTEREY SALINAS CA 93901 MULTIFAMILY FULL FIXED
2049252 1935 DIAMOND BLVD CONTRA COSTA CONCORD CA 94520 RETAIL FULL FIXED
2049492 2416 SHAW AVE FRESNO FRESNO CA 93711 OFFICE FULL ARM
2049591 RIO RD & CARMELL MONTEREY CARMEL CA 93921 RETAIL PARTIAL FIXED
2049633 1860 NORTH MAIN STREET MONTEREY SALINAS CA 93901 MIXED USE FULL FIXED
2049641 SAN CARLOS & 7TH MONTEREY CARMEL CA 93921 MIXED USE FULL FIXED
2049757 1510 BAKER ST & 15500 ORANGE COSTA MESA CA 92627 RETAIL FULL FIXED
2049856 10911-21 WEYBURN AVENUE LOS ANGELES LOS ANGELES CA 90024 MIXED USE FULL FIXED
2049997 614-624 MISSION STREET LOS ANGELES SOUTH PASADENA CA 91030 RETAIL FULL FIXED
2050136 980 AND 1000 TRANCAS ST NAPA NAPA CA 94558 OFFICE FULL FIXED
2050201 2 W. SPAIN ST. SONOMA SONOMA CA 95476 RETAIL FULL FIXED
2050326 275 UNION AVE LINCOO SANTA CLARA CAMPBELL CA 95008 MULTIFAMILY FULL FIXED
2050359 951 SPRUCE & PURISSS SAN MATEO HALF MOON BAY CA 94019 MULTIFAMILY FULL FIXED
2050441 1350 MIDDLEFIELD RD SANTA CLARA MOUNTAIN VIEW CA 94043 INDUSTRIAL FULL FIXED
2050474 1305 TERRA BELLA SANTA CLARA MOUNTAIN VIEW CA 94043 INDUSTRIAL FULL FIXED
2050508 1340 MIDDLEFIELD RD SANTA CLARA MOUNTAIN VIEW CA 94043 INDUSTRIAL FULL FIXED
2050888 189 CONSTITUTION DR SAN MATEO MENLO PARK CA 94025 INDUSTRIAL FULL FIXED
2051225 1600 CALIFORNIA ST SHASTA REDDING CA 96001 RESTAURANT FULL FIXED
2051357 4522 SHASTA DAM BLVDD SHASTA CENTRAL VALLEY CA 96019 OFFICE FULL FIXED
2051399 2736 BECHELLI LN SHASTA REDDING CA 96001 RETAIL FULL FIXED
2051845 935 SHASTA AVE SISKIYOU YREKA CA 96097 MULTIFAMILY FULL FIXED
2052033 1041 17TH AVE SANTA CRUZ SANTA CRUZ CA 95060 INDUSTRIAL FULL FIXED
2052314 274-278 UNIVERSITY AVE SANTA CLARA PALO ALTO CA 94301 RETAIL FULL FIXED
2052389 15415 S AIRPORT SAN JOAQUIN MANTECA CA 95336 MULTIFAMILY FULL FIXED
2052926 2211 PARK TOWNE CIR SACRAMENTO SACRAMENTO CA 95825 OFFICE FULL FIXED
2052975 EMBARCADERO ST SACRAMENTO SACRAMENTO CA 95814 RESTAURANT FULL FIXED
2053072 HAWTHORNE & IVY SAN DIEGO SAN DIEGO CA 92101 RESTAURANT FULL FIXED
2053189 202 -546 FAIRVIEW LL WASHOE CARSON CITY NV 89504 RETAIL FULL FIXED
2053403 3340 SPORTS AREA BLVD SAN DIEGO SAN DIEGO CA 92110 MIXED USE FULL FIXED
2053411 6733 FAIR OAKS BLVD SACRAMENTO CARMICHAEL CA 95608 OFFICE FULL FIXED
2053544 11721 NEVADA CITY HWY NEVADA GRASS VALLEY CA 95959 OFFICE FULL FIXED
2053783 1581 164TH AVE. ALAMEDA SAN LEANDRO CA 94578 MULTIFAMILY FULL FIXED
2053791 2240 MACARTHUR BLVD ALAMEDA OAKLAND CA 94602 MULTIFAMILY FULL FIXED
2053866 870 DOOLITTLE DR ALAMEDA SAN LEANDRO CA 94577 INDUSTRIAL FULL FIXED
2053965 1617 N BROADWAY SANTA BARBARA SANTA MARIA CA 93454 RETAIL FULL FIXED
2054153 800 W MAIN SANTA BARBARA SANTA MARIA CA 93454 RETAIL FULL FIXED
2054252 350 E LINCOLN ROAD SAN JOAQUIN STOCKTON CA 95209 MULTIFAMILY FULL FIXED
2054294 433-437 W SCOTT SAN JOAQUIN STOCKTON CA 95203 INDUSTRIAL FULL FIXED
2054492 421-489 CASTRO SANTA CLARA MT VIEW CA 94040 OFFICE FULL FIXED
2054609 1072 SARATOGA SANTA CLARA SAN JOSE CA 95117 RESTAURANT FULL FIXED
2054757 431-433 S. RAYMOND LOS ANGELES ALHAMBRA CA 91801 INDUSTRIAL FULL FIXED
2055069 1279 NO.LOS ROBLES LOS ANGELES PASADENA CA 91104 MULTIFAMILY FULL FIXED
2055333 375 W MAIN ST IMPERIAL BRAWLEY CA 92227 RESTAURANT FULL FIXED
2055465 2344 VINEYARD AVE SAN DIEGO ESCONDIDO CA 92025 INDUSTRIAL FULL FIXED
2055473 1650 DESCANSO AVE SAN DIEGO SAN MARCOS CA 92069 RESTAURANT FULL FIXED
2055515 126 S ANDREASEN SAN DIEGO ESCONDIDO CA 92025 INDUSTRIAL FULL FIXED
2055580 2265 MICRO PL SAN DIEGO ESCONDIDO CA 92025 INDUSTRIAL FULL FIXED
2055648 217 EARLHAM SAN DIEGO RAMONA CA 92065 OFFICE FULL FIXED
2055812 301-345 W MAIN ST SAN DIEGO EL CAJON CA 92113 RETAIL FULL FIXED
2055820 9555 BLACK MOUNTAIN SAN DIEGO SAN DIEGO CA 92126 MIXED USE FULL FIXED
2055887 3701-3747 ROSECRANS ST SAN DIEGO SAN DIEGO CA 92106 RETAIL FULL FIXED
2055895 11610 IBERIA PL SAN DIEGO SAN DIEGO CA 92128 OFFICE FULL FIXED
2055986 4355 MISSION BAY DR SAN DIEGO SAN DIEGO CA 92109 RETAIL FULL FIXED
2056612 1011 S SANTA FE AVE SAN DIEGO VISTA CA 92083 OFFICE FULL FIXED
2056786 1094 S E-STREET SAN BERNARDINO SAN BERNARDINO CA 92401 RETAIL FULL FIXED
2056810 11235 MOUNTAIN VIEW AA SAN BERNARDINO LOMA LINDA CA 92354 RETAIL FULL FIXED
2056851 1600 CAMINO REAL SAN BERNARDINO SAN BERNARDINO CA 92404 RETAIL FULL FIXED
2056869 1299 SAN BERNARDINO SAN BERNARDINO SAN BERNARDINO CA 92408 INDUSTRIAL FULL FIXED
2056893 100 E FOOTHILL BLVD LOS ANGELES ARCADIA CA 91006 RETAIL FULL FIXED
2056927 1817 - 1835 BROOKLYN AVE LOS ANGELES LOS ANGELES CA 90033 RETAIL FULL FIXED
2057552 311 S HIGHLAND AVE ORANGE FULLERTON CA 92632 INDUSTRIAL FULL ARM
2057610 4349-4377 JETWAY CT SACRAMENTO SACRAMENTO CA 95660 INDUSTRIAL FULL ARM
2057917 135 W MAGNOLLA LOS ANGELES BURBANK CA 91502 OFFICE FULL FIXED
2058048 20-36 S SALSIPUEDES SANTA BARBARA SANTA BARBARA CA 93103 INDUSTRIAL FULL FIXED
2058055 10 S MAIN ST CHAUTAUQUA JAMESTOWN NY 14701 RESTAURANT FULL FIXED
2058725 261-263 W. OLIVE LOS ANGELES BURBANK CA 91502 RETAIL FULL FIXED
2058840 4764 PARK GRANADA LOS ANGELES CALABASAS CA 91302 OFFICE FULL FIXED
2059020 8200 HASKELL AVE LOS ANGELES VAN NUYS CA 91406 INDUSTRIAL FULL FIXED
2059111 21400 OSBORNE LOS ANGELES CANOGA PARK CA 91364 INDUSTRIAL FULL FIXED
2059475 959 E WALNUT LOS ANGELES PASADENA CA 91106 OFFICE FULL FIXED
2059483 5375 E 2ND STREET LOS ANGELES LONG BEACH CA 91744 RETAIL FULL FIXED
2059657 4848 CONVOY ST SAN DIEGO SAN DIEGO CA 92117 RETAIL FULL FIXED
2059707 6670 FEDERAL BLVD SAN DIEGO LEMON GROVE CA 91945 MIXED USE FULL FIXED
2059905 1635-37 3RD AVE. AND 298 SAN DIEGO CHULA VISTA CA 91911 OFFICE FULL FIXED
2060077 3110 BUSCH ST ALAMEDA PLEASANTON CA 94566 INDUSTRIAL FULL FIXED
2060119 929 MAIN ST ALAMEDA PLEASANTON CA 94566 RETAIL FULL FIXED
2060184 2180 THIRD ST ALAMEDA LIVERMORE CA 94550 RESTAURANT FULL FIXED
2060192 6513 REGIONAL ST ALAMEDA DUBLIN CA 94566 RESTAURANT FULL FIXED
2060218 1960 OLIVERA RD CONTRA COSTA CONCORD CA 94520 INDUSTRIAL FULL FIXED
2060499 101 CLAY ST & 585 22 ALAMEDA OAKLAND CA 94607 MIXED USE FULL FIXED
2060507 3140 KERNER BOULEVARD MARIN SAN RAFAEL CA 94901 INDUSTRIAL FULL FIXED
2060564 1511 ADRIAN ROAD SAN MATEO BURLINGAME CA 94010 MINI-STORAGE FULL FIXED
2060572 1771 CONCORD AVE CONTRA COSTA CONCORD CA 94520 SPECIAL PURPOSE FULL FIXED
2060614 3219 PIERCE STREET CONTRA COSTA RICHMOND CA 94804 RETAIL FULL FIXED
2060697 425 ROLAND DR ALAMEDA OAKLAND CA 94621 OFFICE FULL FIXED
2060846 314 WILLOW AVENUE SAN MATEO SO SAN FRANCISCO CA 94080 MULTIFAMILY FULL FIXED
2061109 918-999 ILLINOIS AVE MERCED LOS BANOS CA 93635 MULTIFAMILY FULL FIXED
2061778 4337 E 56TH STREET LOS ANGELES MAYWOOD CA 90270 MULTIFAMILY FULL FIXED
2062016 1000 N ORANGE DR LOS ANGELES LOS ANGELES CA 90038 INDUSTRIAL FULL FIXED
2062479 6403 E SLAUSON AVE LOS ANGELES CITY OF COMMERCE CA 90040 INDUSTRIAL FULL FIXED
2062636 5550 EAST FLOTILLA LOS ANGELES CITY OF COMMERCE CA 90040 INDUSTRIAL FULL FIXED
2062651 1037-1043 S VERMONT LOS ANGELES LOS ANGELES CA 90006 MULTIFAMILY FULL FIXED
2062800 20304 S ALAMED ST LOS ANGELES COMPTON CA 90221 INDUSTRIAL FULL FIXED
2062966 424 E 17TH ST & 428 ORANGE COSTA MESA CA 92627 RESTAURANT FULL FIXED
2062990 18408 LAUREL PARK RD LOS ANGELES CARSON CA 90224 INDUSTRIAL FULL FIXED
2063097 2790 E DEL AMO BLVD LOS ANGELES CARSON CA 90221 MINI-STORAGE FULL FIXED
2063139 423 S. LE DOUX RD. LOS ANGELES LOS ANGELES CA 90048 MULTIFAMILY FULL FIXED
2063253 4601 S. ALAMEDA ST. LOS ANGELES LOS ANGELES CA 90058 INDUSTRIAL FULL FIXED
2063261 3109-3133 BANDINI BLVD LOS ANGELES VERNON CA 90023 INDUSTRIAL FULL FIXED
2063287 4619 - 4631 ALAMEDA LOS ANGELES LOS ANGELES CA 90058 INDUSTRIAL FULL FIXED
2063311 1327 ENCINITAS BLVD SAN DIEGO ENCINITAS CA 92024 RETAIL FULL FIXED
2063535 15721 COLORADO ST LOS ANGELES PARAMOUNT CA 90723 INDUSTRIAL FULL ARM
2063576 7616 E. ROSECRANS LOS ANGELES PARAMOUNT CA 90723 INDUSTRIAL FULL FIXED
2063584 9858 MILLER WAY LOS ANGELES SOUTH GATE CA 90280 INDUSTRIAL FULL FIXED
2063824 3900 EL POTRERO KERN BAKERSFIELD CA 93304 MULTIFAMILY FULL ARM
2063857 3403 STOCKDALE HWY KERN BAKERSFIELD CA 93309 OFFICE FULL FIXED
2064038 4725 DISTRICT BLVD KERN BAKERSFIELD CA 93309 INDUSTRIAL FULL FIXED
2064319 5159 FAIR OAKS SACRAMENTO CARMICHAEL CA 95608 RETAIL FULL FIXED
2064368 5800 JAMESON CT SACRAMENTO CARMICHAEL CA 95608 OFFICE FULL ARM
2064376 2465 CARMICHAEL DR. BUTTE CHICO CA 95926 RETAIL FULL FIXED
2064384 2160 ROYALE RD SACRAMENTO SACRAMENTO CA 95815 OFFICE FULL FIXED
2064467 2610-2636 MARCONI AVE. SACRAMENTO SACRAMENTO CA 95821 RETAIL FULL FIXED
2064665 7130 FULTON AVENUE LOS ANGELES NORTH HOLLYWOOD CA 91605 MULTIFAMILY FULL FIXED
2064673 6323 - 6335 SEPULVEDA BLVD LOS ANGELES VAN NUYS CA 91401 INDUSTRIAL FULL FIXED
2064723 12350 MONTAGUE LOS ANGELES PACOIMA CA 91331 OFFICE FULL FIXED
2064772 11251 NATIONAL BLVD LOS ANGELES LOS ANGELES CA 90066 INDUSTRIAL FULL FIXED
2065001 3999 CEDAR EL DORADO SOUTH LAKE TAHOE CA 95705 MULTIFAMILY FULL FIXED
2065027 333-341 EVELYN AVE. SANTA CLARA MOUNTAIN VIEW CA 94040 RETAIL FULL FIXED
2065399 1029 TAKELA DR EL DORADO SO LAKE TAHOE CA 96150 OFFICE FULL FIXED
2065597 285 W FOOTHILL BLVD SAN BERNARDINO RIALTO CA 92376 MIXED USE FULL FIXED
2065720 230 S CHINA LAKE BLVD KERN RIDGECREST CA 93555 RESTAURANT FULL FIXED
2066371 1132-1140 S. SARATOGA-SUN SANTA CLARA SAN JOSE CA 95071 MIXED USE FULL ARM
2066421 332 -84 N JOHNSON AA SAN DIEGO EL CAJON CA 92020 INDUSTRIAL FULL FIXED
2066553 17901 ARENTH AVE LOS ANGELES CITY OF INDUSTRY CA 91748 INDUSTRIAL FULL FIXED
2066629 1241 W FOOTHILL BLVD SAN BERNARDINO UPLAND CA 91786 RETAIL FULL FIXED
2066769 1715 N SURVEYOR VENTURA SIMI VALLEY CA 93063 INDUSTRIAL FULL FIXED
2067544 31361 RIVERSIDE DR RIVERSIDE LAKE ELSTNORE CA 92530 RETAIL FULL FIXED
2067593 21162 BEACH BLVD ORANGE HUNTINGTON BEACH CA 92646 RETAIL FULL FIXED
2067627 9935 SANTA MONICA BLL LOS ANGELES BEVERLY HILLS CA 90212 OFFICE FULL FIXED
2067635 5640 SHULL ST LOS ANGELES BELL GARDENS CA 90201 INDUSTRIAL FULL FIXED
2067734 1320 N MANGANITA ORANGE ORANGE CA 92667 RESTAURANT FULL FIXED
2067742 4900 BLK LAKEVIEW AVV ORANGE YORBA LINDA CA 92686 RETAIL FULL FIXED
2067759 9513 CENTRAL AVE IMPERIAL MONTCLAIR CA 92266 RETAIL FULL FIXED
2067767 9794, 9796-99 19TH ST SAN BERNARDINO RANCHO CUCAMONGA CA 91701 RETAIL FULL FIXED
2067874 2785 MAIN ST LASSEN SUSANVILLE CA 96130 HOTEL/MOTEL FULL FIXED
2068096 9661 ELK GROVE FLORII SACRAMENTO ELK GROVE CA 95624 RETAIL FULL FIXED
2068237 585 REDWOOD AVE MONTEREY SAND CITY CA 93955 INDUSTRIAL FULL FIXED
2068302 190 SUMMIT DRIVE PLACER AUBURN CA 95603 MULTIFAMILY FULL FIXED
2068419 457 GRASS VALLEY HWW PLACER AUBURN CA 95603 RETAIL FULL FIXED
2068807 13044 PARK ST LOS ANGELES SANTA FE SPRINGS CA 90670 INDUSTRIAL FULL FIXED
2069128 45775 OCOTILLO DR RIVERSIDE PALM DESERT CA 92260 MULTIFAMILY FULL FIXED
2069276 3455 N INDIAN AVENUE RIVERSIDE PALM SPRINGS CA 92262 INDUSTRIAL FULL ARM
2069284 420 E CARRILLO ST SANTA BARBARA SANTA BARBARA CA 93102 OFFICE FULL FIXED
2069342 1030 E PALM CANYON DR RIVERSIDE PALM SPRINGS CA 92262 RESTAURANT FULL FIXED
2069417 655 N PALM CANYON DR RIVERSIDE PALM SPRINGS CA 92262 RETAIL FULL FIXED
2069425 2211 E WASHINGTON BLVD LOS ANGELES PASADENA CA 91101 MULTIFAMILY FULL FIXED
2069433 11545 W OLYMPIC BLVD LOS ANGELES LOS ANGELES CA 90064 OFFICE FULL FIXED
2069441 45481 COMMERCE RD RIVERSIDE INDIO CA 92201 INDUSTRIAL FULL FIXED
2069490 45 841 OASIS ST RIVERSIDE INDIO CA 92201 OFFICE FULL FIXED
2069516 81711 HWY 111 RIVERSIDE INDIO CA 92201 OFFICE FULL FIXED
2069623 56669 29 PALMS HWY SAN BERNARDINO YUCCA VALLEY CA 92284 OFFICE FULL FIXED
2069631 6259 ADOBE RD SAN BERNARDINO 29 PALMS CA 92277 RETAIL FULL FIXED
2069896 SWC MONNEY BLVD & CALDWEL TULARE VISALIA CA 93277 RETAIL FULL FIXED
2069912 311 E MARKET ST SAN MATEO DALY CITY CA 94015 RETAIL FULL FIXED
2069920 373 SHAW RD SAN MATEO SO SAN FRANCISCO CA 94080 INDUSTRIAL FULL FIXED
2069979 3700 SO. EL CAMINO REAL SAN MATEO SAN MATEO CA 94403 MIXED USE FULL FIXED
2070217 10000 MC ARTHUR BLVD ALAMEDA OAKLAND CA 94605 MULTIFAMILY FULL FIXED
2070399 2542 237TH ST LOS ANGELES TORRANCE CA 90501 INDUSTRIAL FULL FIXED
2070738 SECOR EL CAMINO SAN MATEO SOUTH SAN FRANCISCO CA 94080 RETAIL FULL FIXED
2070811 1515 E FLORIDA AVE RIVERSIDE HEMET CA 92544 MIXED USE FULL FIXED
2070860 24740 STATE ST SAN BERNARDINO HEMET CA 92343 MIXED USE FULL FIXED
2071413 5536 RESEDA BLVD LOS ANGELES TARZANA CA 91356 OFFICE FULL FIXED
2071439 18752 VENTURA BLVD LOS ANGELES TARZANA CA 91356 MIXED USE FULL FIXED
2071447 13583 WHITTIER BLVD LOS ANGELES WHITTIER CA 90605 MULTIFAMILY FULL FIXED
2071488 20700 LASSEN ST LOS ANGELES CHATSWORTH CA 91311 INDUSTRIAL FULL FIXED
2071546 415 S OXFORD AVE LOS ANGELES LOS ANGELES CA 90004 MULTIFAMILY FULL FIXED
2071579 16229-16243 VASQUEZ SAN BERNARDINO VICTORVILLE CA 92392 MULTIFAMILY FULL FIXED
2071694 45 5TH ST IMPERIAL CALEXICO CA 92231 INDUSTRIAL FULL FIXED
2071892 22138 SO VERMONT LOS ANGELES TORRANCE CA 90502 INDUSTRIAL FULL FIXED
2071934 3356 W BALL RD ORANGE ANAHEIM CA 92804 OFFICE FULL FIXED
2072056 5651 SEPULVEDA BLVD LOS ANGELES LOS ANGELES CA 91411 OFFICE FULL FIXED
2072130 9301-11 W. PICO BLVD. LOS ANGELES LOS ANGELES CA 90035 RETAIL FULL FIXED
2072213 1653 1679 SIXTH ST RIVERSIDE BEAUMONT CA 92223 RETAIL FULL ARM
2072239 1530 S COMPTON AVE LOS ANGELES LOS ANGELES CA 90006 INDUSTRIAL FULL FIXED
2072627 28717 WESTERN AVE & 22 LOS ANGELES SAN PEDRO CA 90732 RETAIL FULL FIXED
2072742 201 10TH ST ORANGE HUNTINGTON BEACH CA 92648 MULTIFAMILY FULL FIXED
2072890 410 W GROVE AVE ORANGE ORANGE CA 92667 INDUSTRIAL FULL FIXED
2072957 11552 MONARCH ST ORANGE GARDEN GROVE CA 92641 INDUSTRIAL FULL FIXED
2072981 3201-3213 W. WARNER AVE ORANGE SANTA ANA CA 92704 INDUSTRIAL FULL FIXED
2073104 10051 GREENLEAF AVE LOS ANGELES SANTA FE SPRINGS CA 90670 INDUSTRIAL FULL FIXED
2073112 1700 TO 1712 NEWPORT CIRCLE ORANGE SANTA ANA CA 92705 INDUSTRIAL FULL FIXED
2073146 999 E RANCHEROS RD SAN DIEGO SAN MARCOS CA 92069 INDUSTRIAL FULL FIXED
2073153 975 E. RANCHEROS DR. SAN DIEGO SAN MARCOS CA 92069 INDUSTRIAL FULL FIXED
2073229 13945 POWAY RD. SAN DIEGO POWAY CA 92064 INDUSTRIAL FULL FIXED
2073278 382 LAURELWOOD 31855 SANTA CLARA SANTA CLARA CA 95050 INDUSTRIAL FULL FIXED
2073401 550 E CARSON PLZ DR LOS ANGELES CARSON CA 90745 OFFICE FULL FIXED
2073443 1001 W 17TH ST ORANGE COSTA MESA CA 92627 INDUSTRIAL FULL FIXED
2073484 2681 W LA PALMA ORANGE ANAHEIM CA 92805 RESTAURANT FULL FIXED
2073575 2525 NO GRAND AVE ORANGE SANTA ANA CA 92701 RETAIL FULL FIXED
2073617 CARSON PLAZA DR AND DEL A LOS ANGELES CARSON CA 90744 INDUSTRIAL FULL FIXED
2073633 8655-8697 19TH ST SAN BERNARDINO RANCHO CUCAMONGA CA 91730 RESTAURANT FULL FIXED
2073666 23261 DEL LAGO ORANGE LAGUNA HILLS CA 92653 INDUSTRIAL FULL FIXED
2073716 450 CARSON PLZ DR LOS ANGELES CARSON CA 90746 OFFICE FULL FIXED
2073823 745 W 19TH ST ORANGE COSTA MESA CA 92627 RETAIL FULL FIXED
2073906 5TH & SECOR HOBSON WAY RIVERSIDE BLYTHE CA 92225 RETAIL FULL FIXED
2074276 16850 DOWNEY AVE. LOS ANGELES PARAMOUNT CA 90723 MULTIFAMILY FULL FIXED
2074490 15022 MULBERRY DR LOS ANGELES WHITTIER CA 90604 RETAIL FULL FIXED
2074516 1261 STATE COLLEGE PP ORANGE ANAHEIM CA 92805 INDUSTRIAL FULL FIXED
2074573 1615, 17 & 19 S BROADWAY SANTA BARBARA SANTA MARIA CA 93454 RETAIL FULL FIXED
2074656 5906 S VERMONT AVE LOS ANGELES LOS ANGELES CA 90044 RETAIL FULL FIXED
2074755 3205 HACIENDA BLVD. LOS ANGELES HACIENDA HEIGHTS CA 91745 MIXED USE FULL FIXED
2074821 3070 W LINCOLN AVENUE ORANGE ANAHEIM CA 92805 RETAIL FULL FIXED
2075075 13303 SOUTH STREET LOS ANGELES CERRITOS CA 90701 RETAIL FULL FIXED
2075109 5222- LOS ALTOS PLAZAA LOS ANGELES LONG BEACH CA 90803 RETAIL FULL FIXED
2075141 9828 GARDEN GROVE BLVD ORANGE GARDEN GROVE CA 92644 RETAIL FULL ARM
2075224 8937 FOLSOM BLVD SACRAMENTO SACRAMENTO CA 95826 RESTAURANT FULL FIXED
2075448 300 350 UNION ST HUMBOLDT ARCATA CA 95521 MULTIFAMILY FULL FIXED
2075463 453, 455 BAYSIDE RD. HUMBOLDT ARCATA CA 95521 MULTIFAMILY FULL FIXED
2075505 1961-1999 H ST HUMBOLDT ARCATA CA 95521 MULTIFAMILY FULL FIXED
2076073 791 EIGHTH ST HUMBOLDT ARCATA CA 95521 MIXED USE FULL FIXED
2076263 77 MARK DR MARIN SAN RAFAEL CA 94903 OFFICE FULL FIXED
2076305 1321 COMMERCE STREET SONOMA PETALUMA CA 94952 MINI-STORAGE FULL FIXED
2076404 4136 REDWOOD HWY MARIN SAN RAFAEL CA 94903 INDUSTRIAL FULL FIXED
2076776 GARDEN HWY SUTTER YUBA CITY CA 95991 MINI-STORAGE FULL FIXED
2076958 4400 ROCKLIN RD PLACER ROCKLIN CA 95677 RESTAURANT FULL FIXED
2077071 1221,1231,1241 W.12TH ST. MERCED MERCED CA 95340 HEALTH CARE FULL FIXED
2077089 224 W 12TH STREET MERCED MERCED CA 95340 MULTIFAMILY FULL FIXED
2077147 430 N A STREET MADERA MADERA CA 93637 MULTIFAMILY FULL FIXED
2077162 617 S G STREET MADERA MADERA CA 93637 MULTIFAMILY FULL FIXED
2077857 200 W BULLARD FRESNO CLOVIS CA 93612 OFFICE FULL FIXED
2078061 2930 E 3RD ST LOS ANGELES LONG BEACH CA 90804 MULTIFAMILY FULL FIXED
2078137 727 -731 JACKSON ST SAN FRANCISCO SAN FRANCISCO CA 94133 MULTIFAMILY FULL FIXED
2078178 1216 TAYLOR ST SAN FRANCISCO SAN FRANCISCO CA 94108 MULTIFAMILY FULL FIXED
2078285 1914-1920 POLK ST SAN FRANCISCO SAN FRANCISCO CA 94109 RETAIL FULL FIXED
2078327 64951 BRYANT ST SAN FRANCISCO SAN FRANCISCO CA 94103 MINI-STORAGE FULL FIXED
2078335 925 N LAKE BLVD PLACER TAHOE CITY CA 95730 RETAIL FULL ARM
2078376 82 1ST ST AND 510 MISSION SAN FRANCISCO SAN FRANCISCO CA 94105 RETAIL FULL FIXED
2078723 787 N MAIN ST INYO BISHOP CA 93514 MIXED USE FULL FIXED
2079242 28005 BRADLEY RD RIVERSIDE SUN CITY CA 92586 MIXED USE FULL FIXED
2081008 722 SOSCOL AVE NAPA NAPA CA 94558 INDUSTRIAL FULL ARM
2081701 1165 N. BLACKSTONE AVE. TULARE TULARE CA 93274 RESTAURANT FULL FIXED
2081743 3663 N CLOVIS AVE FRESNO FRESNO CA 93727 INDUSTRIAL FULL ARM
2082097 2556 W 16TH ST MERCED MERCED CA 95340 INDUSTRIAL FULL ARM
2082352 264 POLARIS SANTA CLARA MOUNTAIN VIEW CA 94043 RETAIL FULL FIXED
2082410 700 NUTTMAN ST SANTA CLARA SANTA CLARA CA 95050 INDUSTRIAL NONE FIXED
2085132 10665 REDWOOD AVE SAN BERNARDINO FONTANA CA 92335 INDUSTRIAL FULL ARM
2085751 1370 RIDGEWOOD DR BUTTE CHICO CA 95926 OFFICE FULL FIXED
2086973 774 -778 HIGUERA AN LUIS OBISPO SAN LUIS OBISPO CA 93406 RETAIL FULL FIXED
2088094 8537 COMMERCIAL WAY SHASTA REDDING CA 96002 INDUSTRIAL FULL FIXED
2088128 4427 SOLANO AVE NAPA NAPA CA 94574 MOBILE HOME FULL FIXED
2088169 2431 -2439 NORTHGATEE SACRAMENTO SACRAMENTO CA 95835 RETAIL FULL FIXED
2088177 131 S AUBURN ST NEVADA GRASS VALLEY CA 95945 OFFICE FULL FIXED
2088201 642 N PASTORIA AVE SANTA CLARA SUNNYVALE CA 94088 OFFICE FULL ARM
2088359 3250 CALIFORNIA BLVD NAPA NAPA CA 94558 RETAIL FULL ARM
2088763 21200 OXNARD ST LOS ANGELES OXNARD CA 91367 INDUSTRIAL FULL FIXED
2088912 186 UNIVERSITY PKWY LOS ANGELES POMONA CA 91768 INDUSTRIAL FULL FIXED
2089340 2570 JENSEN AVENUE FRESNO SANGER CA 93657 INDUSTRIAL FULL ARM
2089456 4585 ALLSTATE DRIVE RIVERSIDE RIVERSIDE CA 92508 OFFICE FULL ARM
2089472 1728 ABBOT KINNEY BLL LOS ANGELES VENICE CA 90291 OFFICE FULL ARM
2089480 128-30 TUNSTEAD AVENUE MARIN SAN ANSELMO CA 94960 OFFICE FULL FIXED
2090223 871, 888 WEST A STREET ALAMEDA HAYWARD CA 94543 RETAIL FULL FIXED
2090322 3160 COLLEGE AVE ALAMEDA BERKELEY CA 94705 MIXED USE FULL FIXED
2090363 1698 WALTER ST. VENTURA VENTURA CA 93003 INDUSTRIAL FULL FIXED
2090546 941 MOFFAT BLVD. SAN JOAQUIN MANTECA CA 95336 INDUSTRIAL FULL FIXED
2090595 3250 51ST AVE SACRAMENTO SACRAMENTO CA 95823 INDUSTRIAL FULL FIXED
2090868 15915 -33 PIONEER BLVD LOS ANGELES NORWALK CA 90650 RETAIL FULL FIXED
2090975 5404-5444 NAPA STREET SAN DIEGO SAN DIEGO CA 92110 INDUSTRIAL FULL ARM
2090991 9693 -9699 WILSHIRE LOS ANGELES BEVERLY HILLS CA 90212 RETAIL FULL FIXED
2091049 10542 KATELLA AVE ORANGE GARDEN GROVE CA 92804 OFFICE FULL ARM
2091056 58471-29 PALMS HWY 22 SAN BERNARDINO YUCCA VALLEY CA 92284 OFFICE FULL ARM
2091064 1633 N LESLIE WAY ORANGE ORANGE CA 92667 INDUSTRIAL FULL ARM
2091098 18564 HWY 18 SAN BERNARDINO APPLE VALLEY CA 92307 OFFICE FULL FIXED
2091114 1260 L'AVENIDA AVE SAN MATEO MOUNTAIN VIEW CA 94404 INDUSTRIAL FULL FIXED
2091155 11290 TRADE CENTER DR SACRAMENTO RANCHO CORDOVA CA 95742 INDUSTRIAL FULL FIXED
2091254 401-15 W IMPERIAL HIGHWAY ORANGE LA HABRA CA 90631 INDUSTRIAL FULL ARM
2091262 7585 RONSON ROAD SAN DIEGO SAN DIEGO CA 92111 OFFICE FULL ARM
2091320 12157 5TH STREET SAN BERNARDINO YUCAIPA CA 92399 RETAIL FULL ARM
2091338 2395 GLENDALE BLVD LOS ANGELES LOS ANGELES CA 90039 RETAIL FULL ARM
2091353 1213 N HIGHLAND AVE & 120 LOS ANGELES LOS ANGELES CA 90038 MIXED USE FULL ARM
2091429 3927 WARING ROAD 'A' SAN DIEGO OCEANSIDE CA 92056 OFFICE FULL ARM
2091445 5235 E. 2ND STREET LOS ANGELES LONG BEACH CA 90803 RETAIL FULL ARM
2091502 1223 HIGUERA STREET AN LUIS OBISPO SAN LUIS OBISPO CA 93401 MIXED USE FULL ARM
2091510 1660 S BROADWAY SANTA BARBARA SANTA MARIA CA 93454 MIXED USE FULL ARM
2091528 13011 FLORENCE AVE LOS ANGELES SANTA FE SPRINGS CA 90670 INDUSTRIAL FULL ARM
2091569 13644 LIVE OAK LANE LOS ANGELES IRWINDALE CA 91706 INDUSTRIAL FULL ARM
2091585 44533 S GRIMMER BLVD ALAMEDA FREMONT CA 94538 INDUSTRIAL FULL FIXED
2091593 640 IRVING AVE LOS ANGELES GLENDALE CA 91201 INDUSTRIAL FULL FIXED
2091601 1814 FLOWER STREET LOS ANGELES GLENDALE CA 91201 INDUSTRIAL FULL FIXED
2091619 14078 VENTURA BLVD LOS ANGELES LOS ANGELES CA 91423 MIXED USE FULL ARM
2091635 1233-1243 W SHAW FRESNO FRESNO CA 93711 OFFICE FULL ARM
2091650 3535 E 7TH STREET LOS ANGELES LONGBEACH CA 90804 OFFICE FULL FIXED
2091684 2031 HAWKINS CIRCLE LOS ANGELES HUNTINGTON PARK CA 90255 INDUSTRIAL FULL ARM
2091700 679 MONTEREY STREETT AN LUIS OBISPO SAN LUIS OBISPO CA 93401 OFFICE FULL ARM
2091718 2405- 2501 E. SOUTHERN MARICOPA TEMPE AZ 85284 OFFICE FULL FIXED
2091742 1805 W CORTEZ MARICOPA PHOENIX AZ 85029 MULTIFAMILY FULL FIXED
2091759 1727 W AVE K LOS ANGELES LANCASTER CA 93534 MIXED USE FULL ARM
2091767 3121 SWETZER ROAD PLACER LOOMIS CA 95650 INDUSTRIAL FULL ARM
2091783 350 BRIDGE PARKWAY SAN MATEO REDWOOD CITY CA 94065 OFFICE FULL FIXED
2091866 2150, 2154 & 2158 E. SOUTH LOS ANGELES LONG BEACH CA 90805 MIXED USE FULL FIXED
2091890 16150 STEPHENS STREET LOS ANGELES CITY OF INDUSTRY CA 91745 INDUSTRIAL FULL ARM
2091957 1093 CHERRY STREET TULARE TULARE CA 93274 MULTIFAMILY FULL FIXED
2092013 9301 FIRCREST LANE CONTRA COSTA SAN RAMON CA 94583 MIXED USE FULL FIXED
2092088 21572 PLANO TRABUCO ORANGE NCHO SANTA MARGARITA CA 92679 RETAIL FULL FIXED
2092237 6099 N FIRST STREET FRESNO FRESNO CA 93710 OFFICE FULL ARM
2092245 215 W 134TH STREET LOS ANGELES LOS ANGELES CA 90061 INDUSTRIAL FULL FIXED
2092260 2055-57 MARKET ST SAN FRANCISCO SAN FRANCISCO CA 94114 RETAIL FULL FIXED
2092294 130 LA CASA VIA CONTRA COSTA WALNUT CREEK CA 94598 OFFICE FULL ARM
2092302 1530 CENTER ROAD MARIN NOVATO CA 94947 MIXED USE FULL ARM
2092351 5232- 38 AERO DRIVE SONOMA SANTA ROSA CA 95403 INDUSTRIAL FULL ARM
2092377 1809 VERDUGO BLVD LOS ANGELES GLENDALE CA 91208 OFFICE FULL ARM
2092419 1300 QUAIL STREET ORANGE NEWPORT BEACH CA 92660 OFFICE FULL ARM
2093185 1201 PARK AVENUE ALAMEDA EMERYVILLE CA 94608 OFFICE FULL ARM
2093201 6769 N FRESNO AVENUE FRESNO FRESNO CA 93710 OFFICE FULL ARM
2093219 212 W YOSEMITE AVENUE SAN JOAQUIN MANTECA CA 95336 OFFICE FULL FIXED
2093227 2800 CAMINO DIABLO CONTRA COSTA WALNUT CREEK CA 94596 INDUSTRIAL FULL ARM
2093250 412 YAMPA STREET KERN BAKERSFIELD CA 93307 INDUSTRIAL FULL FIXED
2093276 2727 S CAMINO DEL RIO SAN DIEGO SAN DIEGO CA 92108 OFFICE FULL FIXED
2093334 16143 16215 WHITTIER LOS ANGELES WHITTIER CA 90603 OFFICE FULL FIXED
2093383 11991 CHALLENGER COURT VENTURA MOORPARK CA 93021 INDUSTRIAL FULL ARM
3000106 9427 E UNIVERSITY DR. MARICOPA MESA AZ 85224 MOBILE HOME FULL FIXED
3000171 13690 - 13720 ARNOLD & 54 SONOMA GLEN ELLEN CA 95442 RETAIL FULL ARM
3000189 10415 OLD PLACERVILLEE SACRAMENTO SACRAMENTO CA 95827 OFFICE FULL ARM
3000254 23850 SUNNYMEAD BLVD. RIVERSIDE MORENO VALLEY CA 92553 MINI-STORAGE FULL FIXED
3000296 3259 SIERRA ROAD SANTA CLARA SAN JOSE CA 95132 RETAIL FULL ARM
3000338 150 E PALM TULARE EXETER CA 93221 MIXED USE FULL FIXED
3000379 1201-5 PACIFIC AVENUE SANTA CRUZ SANTA CRUZ CA 95060 MIXED USE FULL FIXED
3000403 44711 S GRIMMER BLVD. ALAMEDA FREMONT CA 94539 OFFICE FULL FIXED
3000411 42353 AVENIDA ALVARADD RIVERSIDE TEMECULA CA 92390 INDUSTRIAL FULL ARM
3000445 412 S HARBOR BLVD. ORANGE FULLERTON CA 92632 MIXED USE FULL FIXED
3000627 5800 AIRPORT ROAD SHASTA REDDING CA 96002 INDUSTRIAL FULL FIXED
3000759 1125 S MAIN STREET SAN DIEGO FALLBROOK CA 92028 OFFICE FULL FIXED
3000791 302 S BRAND BLVD LOS ANGELES SAN FERNANDO CA 91340 OFFICE FULL FIXED
3000833 17645 CHATSWORTH ST LOS ANGELES GRANADA HILLS CA 91344 OFFICE FULL FIXED
3000866 1245 S MAIN STREET MENDOCINO WILLITS CA 95490 OFFICE FULL FIXED
3000924 7155- 7179 THORNTON AA ALAMEDA NEWARK CA 94560 RETAIL FULL FIXED
3001013 2428 DWIGHT WAY ALAMEDA BERKELEY CA 94704 OFFICE FULL ARM
3001062 2130 LEO AVENUE LOS ANGELES COMMERCE CA 90040 INDUSTRIAL FULL ARM
3001229 1335 W ROCKING DR-137 INYO BISHOP CA 93514 RETAIL FULL ARM
3001401 1130 CIVIC CENTER BLVD SUTTER YUBA CITY CA 95993 OFFICE FULL ARM
3001492 1560 HATCH ROAD STANISLAUS CERES CA 95307 RETAIL FULL ARM
3001534 910-30 N & 50 STATE ST RIVERSIDE HEMET CA 92543 MIXED USE FULL ARM
3001567 1401-15-19 GARNET AVE SAN DIEGO SAN DIEGO CA 92109 RETAIL FULL ARM
3001583 1500 S IMPERIAL AVE # IMPERIAL EL CENTRO CA 92243 OFFICE FULL ARM
3001815 717 N EL CAMINO REAL ORANGE SAN CLEMENTE CA 92672 RETAIL FULL FIXED
3001864 10755 E GARVEY AVENUE LOS ANGELES EL MONTE CA 91731 RETAIL FULL FIXED
3001872 601-11 S FAIRFAX AVE LOS ANGELES LOS ANGELES CA 90036 RETAIL FULL ARM
3002813 301-307 N CARSON CARSON CITY CARSON CITY NV 89703 MIXED USE FULL FIXED
3002953 3010 S VALLEY VIEW BLVD CLARK LAS VEGAS NV 89102 INDUSTRIAL FULL FIXED
3003191 335 118TH AVENUE SE KING BELLEVUE WA 98005 OFFICE FULL ARM
3004769 1951 S RAINBOW CLARK LAS VEGAS NV 89102 SPECIAL PURPOSE FULL FIXED
3005238 2105 HWY 20 SKAGIT SEDRO WOOLLEY WA 98284 INDUSTRIAL FULL FIXED
3006517 2550 EASTMAN AVE VENTURA VENTURA CA 93003 INDUSTRIAL FULL ARM
3006533 1090 3RD AVENUE SAN DIEGO CHULA VISTA CA 91911 RETAIL FULL FIXED
3006699 4261 -69 HILLTOP DR CONTRA COSTA RICHMOND CA 94803 MIXED USE FULL ARM
3006715 38225 12TH ST LOS ANGELES PALMDALE CA 93550 MULTIFAMILY FULL ARM
3006731 2286 SUNRISE BL SACRAMENTO RANCHO CORDOVA CA 95670 RETAIL FULL FIXED
3006806 1440 HASKELL ST WASHOE RENO NV 89509 OFFICE FULL FIXED
3006871 2230 WILLOW ST. ALAMEDA OAKLAND CA 94607 OFFICE FULL ARM
3006897 26111 YNEZ ROAD RIVERSIDE TEMECULA CA 92591 INDUSTRIAL FULL FIXED
3006996 500 MAIN ST ALAMEDA PLEASANTON CA 94566 RESTAURANT FULL ARM
3007234 5495 SEPULVEDA BLVD LOS ANGELES CULVER CITY CA 90230 RETAIL FULL FIXED
3007259 16511 S GARFIELD AVE LOS ANGELES PARAMOUNT CA 90723 MOBILE HOME FULL FIXED
3007333 328 HARWOOD RD TARRANT BEDFORD TX 76021 OFFICE FULL FIXED
3007390 235 S. OAKDALE AVENUE JACKSON MEDFORD OR 97501 MULTIFAMILY FULL FIXED
3007416 14480 ALONDRA BLVD LOS ANGELES LA MIRADA CA 90638 INDUSTRIAL FULL FIXED
3007465 1809 NATIONAL ST ORANGE ANAHEIM CA 92801 INDUSTRIAL FULL FIXED
3007580 1848 E GRIFFITH WAY FRESNO FRESNO CA 93726 RETAIL FULL FIXED
3007614 13920 S FIGUEROA ST LOS ANGELES LOS ANGELES CA 90061 INDUSTRIAL FULL FIXED
3007622 13900 S FIGUEROA ST LOS ANGELES LOS ANGELES CA 90061 INDUSTRIAL FULL FIXED
3007630 343 CORAL CIRCLE LOS ANGELES EL SEQUNDO CA 90245 INDUSTRIAL FULL FIXED
3007663 1554 N STODDARD AVE SAN BERNARDINO SAN BERNARDINO CA 92405 INDUSTRIAL FULL ARM
3007671 9711 MISSION GORGE RD SAN DIEGO SANTEE CA 92071 RETAIL FULL FIXED
3007838 804 RANCHEROS DR SAN DIEGO SAN MARCOS CA 92069 INDUSTRIAL FULL FIXED
3008091 1566-1590 HAIGHT ST SAN MATEO SAN FRANCISCO CA 94025 MIXED USE FULL FIXED
3008109 912- 916-918 POSTAL SAN DIEGO VISTA CA 92083 SPECIAL PURPOSE FULL FIXED
3008117 200 POTRERO AVE SAN FRANCISCO SAN FRANCISCO CA 94103 RETAIL FULL FIXED
3008190 460 E BROKAW RD SANTA CLARA SAN JOSE CA 95112 INDUSTRIAL FULL FIXED
3008208 11285 SANTA MONICA BLVD LOS ANGELES LOS ANGELES CA 90025 RETAIL FULL FIXED
3008224 1121 GAFFEY ST LOS ANGELES LOS ANGELES CA 90731 MIXED USE FULL FIXED
3008257 1304 ELLA ST SUITE CC AN LUIS OBISPO SAN LUIS OBISPO CA 93401 MIXED USE FULL ARM
3008265 582 MARKET ST SAN FRANCISCO SAN FRANCISCO CA 94104 OFFICE FULL ARM
3008273 5601-5619 H ST. & 711-733 SACRAMENTO SACRAMENTO CA 95819 RETAIL FULL FIXED
3008281 2820 ALUM ROCK AVE SANTA CLARA SAN JOSE CA 95127 OFFICE FULL ARM
3008315 2300 FARADAY AVE SAN DIEGO CARLSBAD CA 92008 INDUSTRIAL FULL FIXED
3008323 2308 FARADAY AVE SAN DIEGO CARLSBAD CA 92008 INDUSTRIAL FULL FIXED
3008372 2250 E 11TH ST./1914 S MA LOS ANGELES LOS ANGELES CA 90045 OFFICE FULL FIXED
3008638 1600 DRAPER ST FRESNO KINGSBURG CA 93631 OFFICE FULL ARM
3008729 365 CHURCH AVE SAN DIEGO CHULA VISTA CA 91910 OFFICE FULL FIXED
3008836 1535 GLADDING CT SANTA CLARA MILPITAS CA 95035 INDUSTRIAL FULL FIXED
3008877 3535 ARROWHEAD DR CARSON CITY CARSON CITY NV 89706 MIXED USE FULL FIXED
3008901 38701- 38705 20TH ST EE LOS ANGELES PALMDALE CA 93550 MULTIFAMILY FULL FIXED
3008968 1725 1835 S MOONEY BB TULARE VISALIA CA 93277 RETAIL FULL FIXED
3008992 8151 BEVERLY BLVD. LOS ANGELES LOS ANGELES CA 90048 RETAIL FULL FIXED
3009099 1151 E GOODRICK DR KERN TEHACHAPI CA 93561 INDUSTRIAL FULL ARM
3009123 2150 SURFSIDE DR HUMBOLDT EUREKA CA 95501 MOBILE HOME FULL FIXED
3009164 377 S NEVADA ST. CARSON CITY CARSON CITY NV 89703 OFFICE FULL ARM
3009313 2456- 2472 SO SANTA FF SAN DIEGO VISTA CA 92083 INDUSTRIAL FULL FIXED
3009339 333 MOUNTAIN VIEW DR. JACKSON TALENT OR 97540 MOBILE HOME FULL FIXED
3009404 44800-44948 OSGOOD ROAD ALAMEDA FREMONT CA 94538 INDUSTRIAL FULL FIXED
3009438 1421 W 240TH ST LOS ANGELES HARBOR CITY CA 90710 MIXED USE FULL FIXED
3009529 2139 LOMBARD ST SAN FRANCISCO SAN FRANCISCO CA 94123 MIXED USE FULL ARM
3009560 1820 FREEDOM BLVD. SANTA CRUZ WATSONVILLE CA 95076 RETAIL FULL FIXED
3009644 1341 W MCCOY LN SANTA BARBARA SANTA MARIA CA 93455 INDUSTRIAL FULL FIXED
3009701 115 CHAPARRAL COURT ORANGE ANAHEIM CA 92808 OFFICE FULL ARM
3009750 1919 LACEY ST KERN BAKERSFIELD CA 93304 MULTIFAMILY FULL FIXED
3009776 299 HARBOR WAY SAN MATEO SO SAN FRANCISCO CA 94080 INDUSTRIAL FULL FIXED
3009826 702 W.MCARTHUR AVE. HUMBOLDT WINNEMUCCA NV 89445 MOBILE HOME FULL ARM
3009834 28752 MARGUERITE PARKWAY ORANGE MISSION VIEJO CA 92692 RETAIL FULL FIXED
3009842 2310 PROFESSIONAL DR PLACER ROSEVILLE CA 95661 OFFICE FULL FIXED
3009867 601 COURT ST AMADOR JACKSON CA 95642 OFFICE FULL FIXED
3009933 47 LOUISE ST MARIN SAN RAFAEL CA 94901 INDUSTRIAL FULL FIXED
3010014 1035 - 1039 STEMMONS FF DALLAS CARROLLTON TX 95006 OFFICE FULL ARM
3010055 3840 S JONES BLVD CLARK LAS VEGAS NV 89103 OFFICE FULL FIXED
3010113 311 S. PINE ST. MADERA MADERA CA 93637 INDUSTRIAL FULL FIXED
3010154 325 S PINE ST MADERA MADERA CA 93637 INDUSTRIAL FULL FIXED
3010162 455 S PINE ST MADERA MADERA CA 93637 OFFICE FULL FIXED
3010360 6360 W FLAMINGO RD CLARK LAS VEGAS NV 89103 RETAIL FULL FIXED
3010956 2688 S RAINBOW BLVD. CLARK LAS VEGAS NV 89102 OFFICE FULL FIXED
3010964 467 S PINE ST MADERA MADERA CA 93637 INDUSTRIAL FULL ARM
3010972 425 S PINE ST MADERA MADERA CA 93637 INDUSTRIAL FULL ARM
3010980 1100 MONDAVI WAY KERN BAKERSFIELD CA 93312 MULTIFAMILY FULL FIXED
3011079 22620 LYONS AVE LOS ANGELES SANTA CLARITA CA 91321 RETAIL FULL FIXED
3011137 2002 GOLIAD ROCKWALL ROCKWALL TX 75087 MIXED USE FULL ARM
3011145 2990 FM 2097 HORIZONN ROCKWALL ROCKWALL TX 75087 SPECIAL PURPOSE FULL ARM
3011152 510 N 3RD STREET SANTA CLARA SAN JOSE CA 95112 OFFICE FULL FIXED
3011228 710-30 S BECKMAN RD SAN JOAQUIN LODI CA 95240 RETAIL FULL FIXED
3011244 1011 AVENIDA ACASO VENTURA CAMARILLLO CA 93012 INDUSTRIAL FULL FIXED
3011327 1114 N BRAND BLVD LOS ANGELES GLENDALE CA 91202 MULTIFAMILY FULL ARM
3011335 8835 BALBOA AVENUE SAN DIEGO SAN DIEGO CA 92123 INDUSTRIAL FULL FIXED
3011350 1135 S GRAND VIEW ST LOS ANGELES LOS ANGELES CA 90006 MULTIFAMILY FULL FIXED
3011376 1310 W SHADY GROVE RD DALLAS IRVING TX 75060 MULTIFAMILY FULL FIXED
3011384 5528 PACHECO BLVD CONTRA COSTA PACHECO CA 94553 OFFICE FULL ARM
3011392 250 E GLENDALE AVE WASHOE SPARKS NV 89431 OFFICE FULL FIXED
3011491 550 WASHINGTON ST SAN MATEO DALY CITY CA 94015 OFFICE FULL FIXED
3011509 6120 TARNEF ST HARRIS HOUSTON TX 77074 OFFICE FULL FIXED
3011558 7380 CONVOY CT SAN DIEGO SAN DIEGO CA 92111 INDUSTRIAL FULL FIXED
3011566 4565 NEVSO DR CLARK LAS VEGAS NV 89119 INDUSTRIAL FULL FIXED
3011582 1234 P STREET FRESNO FRESNO CA 93721 OFFICE FULL FIXED
3011590 114- 120 N INDIAN HWY LOS ANGELES CLAREMONT CA 91711 MIXED USE FULL FIXED
3011608 1578 HAMMERTON DR SAN JOAQUIN STOCKTON CA 95210 RETAIL FULL ARM
3011665 3867 S VALLEY VIEW BL CLARK LAS VEGAS NV 89103 INDUSTRIAL FULL ARM
3011673 531 S TENTH ST CLARK LAS VEGAS NV 89101 OFFICE FULL FIXED
3011699 602-624 GARRISON ST SAN DIEGO OCEANSIDE CA 92056 INDUSTRIAL FULL FIXED
3011749 5220 GABBERT RD VENTURA MOORPARK CA 93021 INDUSTRIAL FULL FIXED
3011764 4685 DISTRICT BLVD LOS ANGELES VERNON CA 90058 INDUSTRIAL FULL FIXED
3011814 1201 S MAPLE AVE LOS ANGELES LOS ANGELES CA 90015 RETAIL FULL FIXED
3011848 4552- 4562 LINCOLN AVE ORANGE CYPRESS CA 90630 MIXED USE FULL FIXED
3011897 18155 18195 EUCLID STT ORANGE FOUNTAIN VALLEY CA 92708 INDUSTRIAL FULL FIXED
3011939 1635 BELTLINE RD SHASTA REDDING CA 96003 INDUSTRIAL FULL FIXED
3011947 3905 W DIABLO DR CLARK LAS VEGAS NV 89118 OFFICE FULL FIXED
3011962 301 311 INDUSSTRIALL SAN DIEGO FALLBROOK CA 92028 INDUSTRIAL FULL FIXED
3011988 300 306 G STREET CONTRA COSTA ANTIOCH CA 94553 RETAIL FULL ARM
3011996 7300 W CHEYENNE AVE CLARK LAS VEGAS NV 89129 SPECIAL PURPOSE FULL FIXED
3012002 1436-1438 E SLAUSON AVE LOS ANGELES LOS ANGELES CA 90011 INDUSTRIAL FULL FIXED
3012028 1741 E CHARLESTON BLVD CLARK LAS VEGAS NV 89104 RESTAURANT FULL FIXED
3012044 1150 S NELLIS BLVD CLARK LAS VEGAS NV 89128 RETAIL FULL FIXED
3012101 5108 5116 GEARY BLVDD SAN FRANCISCO SAN FRANCISCO CA 94118 MIXED USE FULL ARM
3012119 1941 IRVING ST SAN FRANCISCO SAN FRANCISCO CA 94122 RETAIL FULL FIXED
3012135 325 331 E LINE ST INYO BISHOP CA 93514 MULTIFAMILY FULL FIXED
3012176 1640 GARCES HIGHWAY KERN DELANO CA 93215 MULTIFAMILY FULL FIXED
3012184 7317 HOLLY HILL DRIVE DALLAS DALLAS TX 75231 MULTIFAMILY FULL ARM
3012200 2853 E 2857 PICO BLVD LOS ANGELES LOS ANGELES CA 90023 INDUSTRIAL FULL FIXED
3012234 775 BROOKSIDE DRIVE CONTRA COSTA RICHMOND CA 94801 INDUSTRIAL FULL FIXED
3012242 2600 N LOSEE RD CLARK NO LAS VEGAS NV 89030 MIXED USE FULL FIXED
3012317 690 MONTEREY BLVD. SAN FRANCISCO SAN FRANCISCO CA 94127 OFFICE FULL FIXED
3012325 1133 POST ST SAN FRANCISCO SAN FRANCISCO CA 94109 OFFICE FULL FIXED
3012341 15661 CONTAINER LN ORANGE HUNTINGTON BEACH CA 92649 INDUSTRIAL FULL FIXED
3012358 5331 PRODUCTION DR ORANGE HUNGTINGTON BEACH CA 92648 INDUSTRIAL FULL FIXED
3012390 7801 MISSION CENTER COURT SAN DIEGO SAN DIEGO CA 92108 OFFICE FULL FIXED
3012408 2880-2890 NORTH LARKIN AV FRESNO FRESNO CA 93727 INDUSTRIAL FULL FIXED
3012432 2121 W 139TH ST LOS ANGELES GARDENA CA 90249 INDUSTRIAL FULL FIXED
3012440 2260 PARAGON DR SANTA CLARA SAN JOSE CA 95131 INDUSTRIAL FULL FIXED
3012481 411 & 421 LEONI DRIVE AN LUIS OBISPO GROVER BEACH CA 93433 INDUSTRIAL FULL FIXED
3012515 15279 BULVERDE RD BEXAR SAN ANTONIO TX 78247 OFFICE FULL ARM
3012598 7845 - 7855 E. EVANS ROAD MARICOPA SCOTTSDALE AZ 85260 INDUSTRIAL FULL ARM
3012614 7735 E GELDING DRIVE MARICOPA SCOTTSDALE AZ 85260 INDUSTRIAL FULL ARM
3012648 2200 COTA ST RIVERSIDE NORCO CA 91760 MINI-STORAGE FULL FIXED
3012655 1829 E CHARLESTON BLVD CLARK LAS VEGAS NV 89104 RETAIL FULL FIXED
3012721 790 E LATHAM AVE RIVERSIDE HEMET CA 92543 OFFICE FULL FIXED
3012739 2401 E FIFTH STREET WASHOE RENO NV 89511 INDUSTRIAL FULL ARM
3012754 947 951 HENSLEY ST CONTRA COSTA RICHMOND CA 94801 INDUSTRIAL FULL FIXED
3012796 1001 S SHERMAN DR DALLAS RICHARDSON TX 75081 OFFICE FULL ARM
3012804 9201 WILSHIRE BLVD LOS ANGELES BEVERLY HILLS CA 90210 OFFICE FULL FIXED
3012879 7075 CARROLL RD SAN DIEGO SAN DIEGO CA 92121 INDUSTRIAL FULL FIXED
3012929 2009 SAN BERNARDINO LOS ANGELES WEST COVINA CA 91790 INDUSTRIAL FULL FIXED
3012960 3909 SECURITY PARK DRIVE SACRAMENTO RANCHO CORDOVA CA 95742 INDUSTRIAL FULL FIXED
3012978 2812 N ARGYLE AVE FRESNO FRESNO CA 93727 INDUSTRIAL FULL FIXED
3012994 5310 LOMA LINDA AVE LOS ANGELES LOS ANGELES CA 90027 MULTIFAMILY FULL ARM
3013000 1631 N RANCHO DR CLARK LAS VEGAS NV 89108 RESTAURANT FULL FIXED
3013026 2240 MARIPOSA ST SAN FRANCISCO SAN FRANCISCO CA 94110 OFFICE FULL FIXED
3013034 31 'H' STREET KERN BAKERSFIELD CA 93304 OFFICE FULL FIXED
3013059 1730 E PHILADELPHIA S SAN BERNARDINO ONTARIO CA 91761 INDUSTRIAL FULL FIXED
3013067 1915 PLACER ST SHASTA REDDING CA 96001 OFFICE FULL FIXED
3013117 690 18TH STREET SAN FRANCISCO SAN FRANCISCO CA 94107 INDUSTRIAL FULL ARM
3013133 1625 BLAKE AVE LOS ANGELES LOS ANGELES CA 90031 INDUSTRIAL FULL FIXED
3013141 3120 N CLYBOURN AVE LOS ANGELES BURBANK CA 91505 INDUSTRIAL FULL FIXED
3013166 1116 W INDIAN SCHOOL MARICOPA PHOENIX AZ 85013 MULTIFAMILY FULL FIXED
3013174 1545 W CAMEL BACK RD MARICOPA PHOENIX AZ 85015 MULTIFAMILY FULL FIXED
3013182 705 707 W 30TH ST LOS ANGELES LOS ANGELES CA 90007 MULTIFAMILY FULL FIXED
3013190 4386 S EASTERN AVE CLARK LAS VEGAS NV 89119 OFFICE FULL FIXED
3013240 1704 FM 528 HARRIS WEBSTER TX 77598 MINI-STORAGE FULL ARM
3013265 8700 CALMONT AVENUE TARRANT FORT WORTH TX 76116 MULTIFAMILY FULL FIXED
3013281 2821 LAS VEGAS TRAIL TARRANT FORT WORTH TX 76116 MULTIFAMILY FULL FIXED
3013307 2607 ISLAND VIEW WAY SAN DIEGO VISTA CA 92082 INDUSTRIAL FULL FIXED
3013323 6775 BINGLE ROAD HARRIS HOUSTON TX 77092 MIXED USE FULL FIXED
3013356 1650 MEADOW WOOD LN WASHOE RENO NV 89502 OFFICE FULL ARM
3013422 10133 T0 10151 PROSPECT A SAN DIEGO SANTEE CA 92021 INDUSTRIAL FULL FIXED
3013463 12208 INDUSTRY ROAD SAN DIEGO LAKESIDE CA 92040 INDUSTRIAL FULL FIXED
3013489 1378- 1390 FAYETTE ST SAN DIEGO EL CAJON CA 92020 INDUSTRIAL FULL FIXED
3013497 501 N MACLAY AVE LOS ANGELES SAN FERNANDO CA 91340 OFFICE FULL FIXED
3013521 4247 APPIAN WY CONTRA COSTA EL SOBRANTE CA 94803 RETAIL FULL ARM
3013539 705- 745 13TH STREET SAN DIEGO SAN DIEGO CA 92101 INDUSTRIAL FULL FIXED
3013612 1327 CLEGG STREET SONOMA PETALUMA CA 94954 INDUSTRIAL FULL FIXED
3013661 5721 RESEARCH DR ORANGE HUNTINGTON BEACH CA 92649 INDUSTRIAL FULL FIXED
3013687 806 EL CAMINO REAL SAN MATEO SAN CARLOS CA 94070 MIXED USE FULL FIXED
3013711 1381 E 6TH STREET LOS ANGELES LOS ANGELES CA 90021 INDUSTRIAL FULL FIXED
3013760 4041- 4043 TRANSPORT ST SAN MATEO PALO ALTO CA 94303 INDUSTRIAL FULL FIXED
3013794 7475 KANAI AVE SACRAMENTO CITRUS HEIGHTS CA 95621 OFFICE FULL FIXED
3013802 3137 MCHENRY AVE STANISLAUS MODESTO CA 95350 OFFICE FULL FIXED
3013810 2900 TELEGRAPH AVE ALAMEDA BERKLEY CA 94705 OFFICE FULL FIXED
3013919 3245 FITZGERALD RD SACRAMENTO RANCHO CORDOVA CA 95742 INDUSTRIAL FULL FIXED
3013992 3901 MEADOWS LN CLARK LAS VEGAS NV 89128 OFFICE FULL FIXED
3014032 6700 BUENAS AIRES DRIVE TARRANT NORTH RICHLAND HILLS TX 76180 OFFICE FULL ARM
3014040 3013 -3025 S HIGHLANN CLARK LAS VEGAS NV 89109 MIXED USE FULL FIXED
3014131 751 805 & 809 RYLANN WASHOE RENO NV 89502 OFFICE FULL FIXED
3014180 20311 ACACIA ST ORANGE NEWPORT BEACH CA 92660 OFFICE FULL FIXED
3014198 1095 FOXWORTHY AVE SANTA CLARA SAN JOSE CA 95118 RETAIL FULL FIXED
3014230 236 KALMIA ST SAN DIEGO SAN DIEGO CA 92101 MULTIFAMILY FULL FIXED
3014248 1333 & 1339 LEWIS ST ORANGE ANAHEIM CA 92805 INDUSTRIAL FULL FIXED
3014263 3118 CLAYTON RD CONTRA COSTA CONCORD CA 94519 OFFICE FULL FIXED
3014271 4114-4118 LAKESIDE DR CONTRA COSTA RICHMOND CA 94806 OFFICE FULL ARM
3014362 1430 20TH STREET SACRAMENTO SACRAMENTO CA 95814 RETAIL NONE FIXED
3014370 7911 LAGUNA BLVD SACRAMENTO ELK GROVE CA 95758 OFFICE FULL FIXED
3014412 40509 HIGHWAY 41 MADERA OAKHURST CA 93644 INDUSTRIAL FULL FIXED
3014438 400 E SAHARA AVE CLARK LAS VEGAS NV 89104 RESTAURANT FULL FIXED
3014537 5375 OVERPASS RD SANTA BARBARA SANTA BARBARA CA 93111 OFFICE FULL FIXED
3014545 6600 COYLE AVE SACRAMENTO CARMICHAEL CA 95608 OFFICE FULL FIXED
3014552 1125 SHADOW LN CLARK LAS VEGAS NV 89102 OFFICE FULL FIXED
3014586 20349 BETTENDORF WAY SHASTA ANDERSON CA 96007 INDUSTRIAL FULL FIXED
3014602 27 S SHEPARD ST TUOLUMNE SONORA CA 95370 OFFICE FULL FIXED
3014636 23720- 23728 VIA FABRII ORANGE MISSION VIEJO CA 92691 INDUSTRIAL FULL FIXED
3014644 3555 PECOS MCLEOD CLARK LAS VEGAS NV 89121 OFFICE FULL FIXED
3014669 4000 E CRAIG RD CLARK NO LA VEGAS NV 89030 INDUSTRIAL FULL FIXED
3014677 2660 S RAINBOW BLVD CLARK LAS VEGAS NV 89102 OFFICE FULL FIXED
3014693 82435 REQUA AVE RIVERSIDE INDIO CA 92201 MULTIFAMILY FULL FIXED
3014776 2037 LAKE TAHOE BLVDD EL DORADO SO LAKE TAHOE CA 96150 RETAIL FULL FIXED
3014818 2744-2760 S. HIGHLAND DR CLARK LAS VEGAS NV 89118 MIXED USE FULL FIXED
3014867 25332 AVENUE STANFORD LOS ANGELES VALENCIA CA 91355 INDUSTRIAL FULL FIXED
3014883 209 POMEROY AVE AN LUIS OBISPO PISMO BEACH CA 93449 RESTAURANT FULL FIXED
3014966 500 9TH AVE SAN FRANCISCO SAN FRANCISCO CA 94131 MULTIFAMILY FULL FIXED
3014982 888- 894 INDUSTRIAL SAN MATEO SAN CARLOS CA 94070 INDUSTRIAL FULL ARM
3014990 10715 MAC ARTHUR BLVDD ALAMEDA OAKLAND CA 94603 RETAIL FULL FIXED
3015021 2450 HUNTER ST LOS ANGELES LOS ANGELES CA 90021 MULTIFAMILY FULL FIXED
3015054 2718 CHICO AVE LOS ANGELES SOUTH EL MONTE CA 91733 INDUSTRIAL FULL FIXED
3015062 1126 W BONANZA CLARK LAS VEGAS NV 89107 INDUSTRIAL FULL FIXED
3015088 3115 OSGOOD CT ALAMEDA FREMONT CA 94539 INDUSTRIAL FULL FIXED
3015104 3838 RAYMERT DR CLARK LAS VEGAS NV 89121 OFFICE FULL FIXED
3015112 801 BALDWIN PARK BLL LOS ANGELES CITY OF INDUSTRY CA 91746 INDUSTRIAL FULL FIXED
3015120 9939 SEPULVEDA BLVD LOS ANGELES MISSION HILLS CA 91345 MULTIFAMILY FULL ARM
3015161 4990 NAPLES ST SAN DIEGO SAN DIEGO CA 92110 OFFICE FULL FIXED
3015195 3700 REGULUS CLARK LAS VEGAS NV 89102 INDUSTRIAL FULL FIXED
3015260 1667 S MISSION RD SAN DIEGO FALLBROOK CA 92028 OFFICE FULL ARM
3015286 14731 ERWIN ST LOS ANGELES VAN NUYS CA 91411 MULTIFAMILY FULL FIXED
3015310 1409 - 1421 VIRGINIA AVE LOS ANGELES BALDWIN PARK CA 91706 INDUSTRIAL FULL FIXED
3015328 20415 WALNUT DRIVE LOS ANGELES DIAMOND BAR CA 91789 INDUSTRIAL FULL FIXED
3015336 20445 WALNUT DRIVE LOS ANGELES CITY OF INDUSTRY CA 91746 INDUSTRIAL FULL FIXED
3015344 1346 MAINE AVE LOS ANGELES BALDWIN PARK CA 91706 INDUSTRIAL FULL FIXED
3015385 101 - 125 AGUA CALIENTE R SONOMA AGUA CALIENTE CA 95476 MULTIFAMILY FULL FIXED
3015393 1800 J STREET SACRAMENTO SACRAMENTO CA 95821 OFFICE FULL FIXED
3015401 1191 LINCOLN AVE. SANTA CLARA SAN JOSE CA 95125 RETAIL FULL FIXED
3015450 299 CANNERY ROW MONTEREY MONTEREY CA 93940 MIXED USE FULL FIXED
3015484 1148 E WILLIAM ST SANTA CLARA SAN JOSE CA 95116 RETAIL FULL FIXED
3015542 1669 N VIRGINIA ST WASHOE RENO NV 89503 MULTIFAMILY FULL FIXED
3015609 2406 EL CAMINO REAL SAN MATEO REDWOOD CITY CA 94061 INDUSTRIAL FULL FIXED
3015617 1202 E 18TH STREET ALAMEDA OAKLAND CA 94601 MULTIFAMILY FULL FIXED
3015625 7730 N. FRESNO ST FRESNO FRESNO CA 93720 OFFICE FULL FIXED
3015633 3515 HELMS AVE LOS ANGELES CULVER CITY CA 90232 INDUSTRIAL FULL FIXED
3015641 22859 DEL VALLE STREET LOS ANGELES CITY OF LOS ANGELES CA 93164 MULTIFAMILY FULL FIXED
3015716 3223 MARYLAND PARKWAY CLARK LAS VEGAS NV 89109 OFFICE FULL FIXED
3015724 1112 ORCHARD ST SONOMA SANTA ROSA CA 95404 MULTIFAMILY FULL FIXED
3015740 5644 TELEGRAPH AVE. ALAMEDA OAKLAND CA 94609 RETAIL FULL FIXED
3015757 190 E FOREST AVE FRESNO COALINGA CA 93210 INDUSTRIAL FULL FIXED
3015765 1118 DIRSADERO ST FRESNO FRESNO CA 93721 OFFICE FULL FIXED
3015781 3234 COMMANDER DRIVE DALLAS CARROLLTON TX 75006 OFFICE FULL ARM
3015849 604 W MOANA LN WASHOE RENO NV 89509 OFFICE FULL FIXED
3015856 12352-12373 BARRINGER ST. LOS ANGELES SOUTH EL MONTE CA 91733 INDUSTRIAL FULL FIXED
3015880 5600 CALIFORNIA AVE KERN BAKERSFIELD CA 93309 RETAIL FULL FIXED
3015948 8740 REMMET AVE. LOS ANGELES CANOGA PARK CA 91304 INDUSTRIAL FULL FIXED
3015989 1177 W SHAW AVENUE FRESNO FRESNO CA 93711 OFFICE FULL ARM
3015997 1717 I STREET SACRAMENTO SACRAMENTO CA 95814 OFFICE FULL FIXED
3016003 1704 UNION ST SAN FRANCISCO SAN FRANCISCO CA 94123 OFFICE FULL FIXED
3016011 965 HOWARD ST SAN FRANCISCO SAN FRANCISCO CA 94103 INDUSTRIAL FULL FIXED
3016045 416 CROWN POINT CR NEVADA GRASS VALLEY CA 95945 INDUSTRIAL FULL FIXED
3016177 186- 190 STATION WAY AN LUIS OBISPO ARROYO GRANDE CA 93420 RETAIL FULL FIXED
3016193 7432 W SAHARA CLARK LAS VEGAS NV 89117 OFFICE FULL FIXED
3016235 1222 N LA BREA AVENUE LOS ANGELES WEST HOLLYWOOD CA 90038 OFFICE FULL FIXED
3016300 2254 ROYAL LANE DALLAS DALLAS TX 75225 MIXED USE FULL ARM
3016318 1111 ESTATES DR SANTA CRUZ APTOS CA 95003 OFFICE FULL FIXED
3016334 40184& 40176 HWY 41 MADERA OAKHURST CA 93644 MIXED USE FULL FIXED
3016342 300 & 318 W ROBERTSON BLV MADERA CHOWCHILLA CA 93610 RETAIL FULL FIXED
3016359 1360 41ST AVENUE SANTA CRUZ CAPITOLA CA 95010 INDUSTRIAL FULL FIXED
3016375 3160 B ENTERPRISE ST ORANGE BREA CA 92621 INDUSTRIAL FULL FIXED
3016383 420-428 BROADWAY SAN DIEGO CHULA VISTA CA 91910 MIXED USE FULL FIXED
3016417 26 WESTMINSTER AVE LOS ANGELES VENICE CA 90291 MULTIFAMILY FULL ARM
3016474 3149 DIABLO AVE ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3016482 115-117 N.STANDARD ORANGE SANTA ANA CA 92701 INDUSTRIAL FULL ARM
3016516 12381 WILSHIRE BOULEVARD LOS ANGELES LOS ANGELES CA 90025 OFFICE FULL ARM
3016532 1405 N HANCOCK ST ORANGE ANAHEIM CA 92807 INDUSTRIAL FULL ARM
3016540 1140 D STREET ALAMEDA HAYWARD CA 94541 MULTIFAMILY FULL FIXED
3016557 5220 NEIL RD. WASHOE RENO NV 89502 OFFICE FULL FIXED
3016615 5052 CECELIA ST LOS ANGELES SOUTH GATE CA 90280 INDUSTRIAL FULL FIXED
3016672 1199 BRINKBY AVE WASHOE RENO NV 89509 MULTIFAMILY FULL FIXED
3016730 1040-44 WEST SCHOOL ST COOK CHICAGO IL 60614 MULTIFAMILY FULL FIXED
3016755 4424-4432 N WOLCOTT COOK CHICAGO IL 60614 MULTIFAMILY NONE FIXED
3016763 652 W ROSCOE ST COOK CHICAGO IL 60614 MULTIFAMILY FULL FIXED
3016821 3050 OAKMEAD VILLAGE SANTA CLARA SANTA CLARA CA 95051 INDUSTRIAL FULL FIXED
3016839 344-48 N CAMDEN DRIVE LOS ANGELES BEVERLY HILLS CA 90210 RETAIL FULL FIXED
3016847 679 & 683 MCALLISTER SAN FRANCISCO SAN FRANCISCO CA 94102 OFFICE FULL FIXED
3016904 540 GREG STREET WASHOE SPARKS NV 89431 INDUSTRIAL FULL ARM
3016938 5638 E BEVERLY BLVD LOS ANGELES LOS ANGELES CA 90022 OFFICE FULL FIXED
3017027 1035 MENLO AVE LOS ANGELES LOS ANGELES CA 90006 MULTIFAMILY FULL FIXED
3017043 3433 LOSEE RD CLARK NORTH LAS VEGAS NV 89030 MIXED USE FULL FIXED
3017050 3432 N BRUCE STREET CLARK NORTH LAS VEGAS NV 89030 INDUSTRIAL FULL FIXED
3017068 3980 HOME AVENUE SAN DIEGO SAN DIEGO CA 92105 OFFICE FULL ARM
3017100 4360-4396 ROSEVILLE ROAD EL DORADO NORTH HIGHLANDS CA 95619 INDUSTRIAL FULL FIXED
3017118 1424 CHAPIN AVE SAN MATEO BURLINGAME CA 94010 OFFICE FULL FIXED
3017126 287 SOUTH M STREET ALAMEDA LIVERMORE CA 94550 RETAIL FULL ARM
3017167 2417- 2419 HARRISON ST SAN FRANCISCO SAN FRANCISCO CA 94110 MIXED USE FULL ARM
3017209 1140 CORPORATE BLVD WASHOE RENO NV 89502 MIXED USE FULL FIXED
3017217 3329 S EASTERN AVE CLARK LAS VEGAS NV 89109 OFFICE FULL FIXED
3017258 1478 GADDING CT SANTA CLARA MILPITAS CA 95035 INDUSTRIAL FULL FIXED
3017266 1482 GLADDING CT. SANTA CLARA MILPITAS CA 95035 INDUSTRIAL FULL FIXED
3017274 2630 SHERWOOD ST. CLARK LAS VEGAS NV 89109 MULTIFAMILY FULL FIXED
3017423 71 WASHINGTON ST WASHOE RENO NV 89503 OFFICE FULL FIXED
3017480 32575 MISSION BLVD ALAMEDA HAYWARD CA 94544 RETAIL FULL FIXED
3017498 901-905 SIR FRANCIS DRAKE MARIN KENTFIELD CA 94904 MIXED USE FULL FIXED
3017514 777 SINCLAIR ST WASHOE RENO NV 89501 OFFICE FULL FIXED
3017548 14151 NORTH 76TH STREET MARICOPA SCOTTSDALE AZ 85260 INDUSTRIAL FULL ARM
3017555 999 E. TROPICANA AVE. CLARK LAS VEGAS NV 89119 OFFICE FULL FIXED
3017563 8070 WESTMINSTER AVENUE ORANGE WESTMINSTER CA 92683 OFFICE FULL FIXED
3017589 1519 S CLAREMONT ST SAN MATEO SAN MATEO CA 94402 RETAIL FULL FIXED
3017639 15831 CHEMICAL LN. ORANGE HUNTINGTON BEACH CA 92649 INDUSTRIAL FULL FIXED
3017654 1608 & 1616 MARKET AVE CONTRA COSTA SAN PABLO CA 94806 RETAIL FULL FIXED
3017662 1036 NORTH LAKE STREET LOS ANGELES BURBANK CA 91502 OFFICE FULL FIXED
3017688 1517 SHATTUCK AVE ALAMEDA BERKELEY CA 94709 RESTAURANT FULL ARM
3017704 1621 S BROADWAY SANTA BARBARA SANTA MARIA CA 93454 RETAIL FULL FIXED
3017746 420 INDUSTRIAL DR MERCED LIVINGSTON CA 95334 INDUSTRIAL FULL FIXED
3017795 6566 FEDERAL BLVD. SAN DIEGO LEMON GROVE CA 91945 INDUSTRIAL FULL ARM
3017803 2801 & 2805 WESTWOOD DR CLARK LAS VEGAS NV 89102 OFFICE FULL FIXED
3017829 8354 INDUSTRIAL AVE SONOMA COTATI CA 94931 INDUSTRIAL FULL FIXED
3017837 200 HOT SPRINGS RD CARSON CITY CARSON CITY NV 89701 MIXED USE FULL FIXED
3017845 1312- 1322 W GROVE AVE ORANGE ORANGE CA 92665 INDUSTRIAL FULL ARM
3017852 2950 EAST HARCOURT STREET LOS ANGELES RANCHO DOMINGUEZ CA 90221 INDUSTRIAL FULL FIXED
3017860 2345 E THOMAS RD MARICOPA PHOENIX AZ 85018 MIXED USE FULL ARM
3017878 1513 & 1525 E ST GERTRR ORANGE SANTA ANA CA 92705 INDUSTRIAL FULL FIXED
3017902 193 TOPAZ ST SANTA CLARA MILPITAS CA 95035 INDUSTRIAL FULL FIXED
3017910 1111 S STOCKTON ST SAN JOAQUIN LODI CA 95240 INDUSTRIAL FULL FIXED
3017928 22012 HAWAIIAN GARDENN LOS ANGELES HAWAIIAN GARDENS CA 90716 MULTIFAMILY FULL FIXED
3017936 2323 W LINCOLN AVE ORANGE ANAHEIM CA 92801 OFFICE FULL FIXED
3017944 2301 W LINCOLN AVE ORANGE ANAHEIM CA 92801 OFFICE FULL FIXED
3017993 7927 MAINLAND DR BEXAR SAN ANTONIO TX 78250 INDUSTRIAL FULL ARM
3018009 6924 WOODMAN AVE LOS ANGELES VAN NUYS CA 91405 MULTIFAMILY FULL ARM
3018017 3807 FERNWOOD AVE LOS ANGELES LOS ANGELES CA 90027 INDUSTRIAL FULL FIXED
3018082 458 CARLTON COURT SAN MATEO SOUTH SAN FRANCISCO CA 94080 INDUSTRIAL FULL FIXED
3018090 6550 FEDERAL BLVD SAN DIEGO LEMON GROVE CA 91945 INDUSTRIAL FULL ARM
3018108 7834 SEPULVEDA BLVD LOS ANGELES VAN NUYS CA 91405 RETAIL FULL FIXED
3018140 3400 W ALAMEDA AVE LOS ANGELES BURBANK CA 91505 OFFICE FULL ARM
3018207 18410 COMPTON AVE RIVERSIDE CORONA CA 91719 OFFICE FULL FIXED
3018215 8181 N STADIUM DR HARRIS HOUSTON TX 77054 OFFICE FULL ARM
3018231 424 9TH STREET SAN FRANCISCO SAN FRANCISCO CA 94103 OFFICE FULL FIXED
3018264 12860 SAN FERNANDO RD LOS ANGELES LOS ANGELES CA 91342 INDUSTRIAL FULL FIXED
3018272 1020 15TH STREET STANISLAUS MODESTO CA 95354 OFFICE FULL FIXED
3018314 454 W ALLUVIAL FRESNO FRESNO CA 93650 INDUSTRIAL FULL FIXED
3018355 13751 LOCUST ST ORANGE WESTMINSTER CA 92683 MULTIFAMILY FULL ARM
3018363 770 MENLO AVE SAN MATEO MENLO PARK CA 94025 OFFICE FULL ARM
3018405 4500 THOUSAND OAKS BOULEV VENTURA THOUSAND OAKS CA 91362 OFFICE FULL FIXED
3018561 25209 NARBONNE AVENUE LOS ANGELES LOMITA CA 90717 OFFICE FULL FIXED
3018579 326 S LA BREA AVE LOS ANGELES LOS ANGELES CA 90036 RETAIL FULL FIXED
3018611 1116- 1120 MONTANA AVENUE LOS ANGELES SANTA MONICA CA 90403 RETAIL FULL FIXED
3018678 101-07 W PORTAL/35 VICENT SAN FRANCISCO SAN FRANCISCO CA 94127 RETAIL FULL FIXED
3018694 7744 SANTA MONICA BLVD LOS ANGELES WEST HOLLYWOOD CA 90046 RETAIL FULL FIXED
3018702 1030 JOSHUA WAY SAN DIEGO VISTA CA 92083 INDUSTRIAL FULL FIXED
3018728 2150 DEL FRANCO ST SANTA CLARA SAN JOSE CA 95131 INDUSTRIAL FULL FIXED
3018744 80 CAROLINA STREET SAN FRANCISCO SAN FRANCISCO CA 94103 OFFICE FULL FIXED
3018751 16812 HALE AVE ORANGE IRVINE CA 92714 RETAIL FULL FIXED
3018785 7630 SUNSET BLVD LOS ANGELES LOS ANGELES CA 90046 RETAIL FULL FIXED
3018884 7550 E 2ND STREET MARICOPA SCOTTSDALE AZ 85251 OFFICE FULL ARM
3018892 827 FOOTHILL BLVD LOS ANGELES LA CANADA CA 91011 INDUSTRIAL FULL ARM
3018900 203 SOUTH CANDY LANE YAVAPAI COTTONWOOD AZ 86326 OFFICE FULL FIXED
3018918 17433 VANOWEN ST LOS ANGELES VAN NUYS CA 91406 MULTIFAMILY FULL ARM
3018934 2251 CENTURY CENTER DALLAS IRVING TX 75063 INDUSTRIAL FULL FIXED
3018959 2231 SOUTH CARMELINA AVE LOS ANGELES LOS ANGELES CA 90064 INDUSTRIAL FULL ARM
3018983 909 E MINTON MARICOPA TEMPE AZ 85282 RESTAURANT FULL FIXED
3019015 727 UNIVERSITY AVE SANTA CLARA LOS GATOS CA 95030 OFFICE FULL FIXED
3019221 2035 LAST CHANCE RD ELKO ELKO NV 89801 OFFICE FULL FIXED
3019387 4350 EAST SUNSET ROAD CLARK HENDERSON NV 89014 RETAIL FULL FIXED
3019429 300 HOT SPRINGS ROAD CARSON CITY CARSON CITY NV 89701 OFFICE FULL FIXED
3019486 10 GREG STREET WASHOE SPARKS NV 89431 INDUSTRIAL FULL FIXED
3019619 12A&B SUNSET WAY #1166 CLARK HENDERSON NV 89014 INDUSTRIAL FULL FIXED
3019635 3630 SOUTH HIGHLAND DR BL CLARK LAS VEGAS NV 89109 INDUSTRIAL FULL FIXED
3019650 2350 WEST CHARLESTON BOUL CLARK LAS VEGAS NV 89102 OFFICE FULL FIXED
3019676 3220 & 3230 EAST DESERT CLARK LAS VEGAS NV 89102 RETAIL FULL FIXED
3019783 559 MCGLINCEY LANE SANTA CLARA CAMPBELL CA 95008 INDUSTRIAL FULL FIXED
3019791 2221 CLEMENT STREET SAN FRANCISCO SAN FRANCISCO CA 94121 MIXED USE FULL ARM
3019809 6011 6061 NORTH PALM AVEN FRESNO FRESNO CA 93612 RETAIL FULL FIXED
3019825 202 NORTH CLARK DRIVE LOS ANGELES BEVERLY HILLS CA 90211 MULTIFAMILY FULL FIXED
3019833 3347 NORTH SAN FERNANDO R LOS ANGELES GLENDALE CA 90065 INDUSTRIAL FULL FIXED
3019841 224 NORTH BRAND/225 NORTH LOS ANGELES GLENDALE CA 91206 MIXED USE FULL ARM
3019965 2424 HAMILTON STREET HARRIS HOUSTON TX 77004 OFFICE FULL FIXED
3019981 1933 PONTIUS AVENUE LOS ANGELES LOS ANGELES CA 90025 OFFICE FULL FIXED
3020013 1975 NATIONAL AVENUE ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3020039 15606 WRIGHT BROS. DRIVE DALLAS ADDISON TX 75244 INDUSTRIAL FULL FIXED
3020047 1410 JACKSON STREET ALAMEDA OAKLAND CA 94612 OFFICE FULL FIXED
3020104 2840 EAST CORONADO STREET ORANGE ANAHEIM CA 92806 INDUSTRIAL FULL ARM
3020138 3568 ENTERPRISE DRIVE ORANGE ANAHEIM CA 92807 OFFICE FULL FIXED
3020153 7015 VALJEAN AVENUE LOS ANGELES VAN NUYS CA 91406 INDUSTRIAL FULL FIXED
3020161 10175 SLATER AVENUE ORANGE FOUNTAIN VALLEY CA 92708 OFFICE FULL FIXED
3020203 23385 FOLEY STREET ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3020351 8525 ROSE STREET LOS ANGELES BELLFLOWER CA 90706 MULTIFAMILY FULL FIXED
3020369 8514 ROSE STREET LOS ANGELES BELLFLOWER CA 90706 MULTIFAMILY FULL FIXED
3020443 1231 SOUTH 54TH STREET CONTRA COSTA RICHMOND CA 94804 MULTIFAMILY FULL FIXED
3020450 2092 FOGG AVE BUTTE OROVILLE CA 95965 MULTIFAMILY FULL FIXED
3020476 1937 18TH STREET LOS ANGELES SANTA MONICA CA 90404 MULTIFAMILY FULL FIXED
3020484 2225 S. HARVARD LOS ANGELES LOS ANGELES CA 90018 MULTIFAMILY FULL FIXED
3020492 1800 SIXTH STREET A-H ALAMEDA BERKELEY CA 94710 MIXED USE FULL FIXED
3020534 815 CIVIC CENTER DRIVE SAN DIEGO OCEANSIDE CA 92054 OFFICE FULL FIXED
3020559 2000 ANCHOR COURT VENTURA THOUSAND OAKS CA 91320 INDUSTRIAL FULL ARM
3020567 2001 ANCHOR COURT VENTURA THOUSAND OAKS CA 91320 INDUSTRIAL FULL ARM
3020583 1461-1471 WEST 15TH STREE LOS ANGELES LONG BEACH CA 90813 INDUSTRIAL FULL ARM
3020609 1378-1382 LOS ANGELES AVE VENTURA SIMI VALLEY CA 93065 INDUSTRIAL FULL ARM
3020658 8559 CANOGA AVENUE LOS ANGELES CANOGA PARK CA 91304 INDUSTRIAL FULL FIXED
3020682 1374- 1378 LOGAN AVENUE ORANGE COSTA MESA CA 92626 INDUSTRIAL FULL FIXED
3020724 975 LINDA VISTA DRIVE SAN DIEGO SAN MARCOS CA 92069 INDUSTRIAL FULL FIXED
3020757 1690 NORTH DECATUR BOULEV CLARK LAS VEGAS NV 89108 RESTAURANT FULL FIXED
3020773 37200 POST STREET ALAMEDA FREMONT CA 94536 MINI-STORAGE FULL FIXED
3020781 21601 SURVEYOR CIRCLE ORANGE HUNTINGTON BEACH CA 92646 INDUSTRIAL FULL ARM
3020815 3990 WEST RUSSELL ROAD CLARK LAS VEGAS NV 89118 MIXED USE FULL FIXED
3020831 130 SAN JOSE AVENUE SANTA CLARA SAN JOSE CA 95125 RETAIL FULL FIXED
3020849 5201 GEARY BOULEVARD SAN FRANCISCO SAN FRANCISCO CA 94118 RETAIL FULL FIXED
3020864 431 FLORENCE ST SANTA CLARA PALO ALTO CA 94301 OFFICE FULL FIXED
3020880 109-113 TRAYNOR STREET ALAMEDA HAYWARD CA 94544 INDUSTRIAL FULL FIXED
3020898 1100 MONDAVI WAY PHAA KERN BAKERSFIELD CA 93312 MULTIFAMILY FULL FIXED
3020906 1073 NORTH ROCK BLVD WASHOE SPARKS NV 89431 RETAIL FULL FIXED
3020914 15528 ILLINOIS AVE LOS ANGELES PARAMOUNT CA 90723 INDUSTRIAL FULL FIXED
3020930 9103 - 9109 FM 1960 WEST HOUSTO HARRIS HOUSTON TX 77070 RETAIL FULL FIXED
3020963 2165 SOUTH BASCOM AVENUE SANTA CLARA CAMPBELL CA 95008 MIXED USE FULL FIXED
3021003 1912 WEST COMMONWEALTH AVE ORANGE FULLERTON CA 92633 INDUSTRIAL FULL ARM
3021037 2425 CLEVELAND AVENUE SONOMA SANTA ROSA CA 95403 OFFICE FULL FIXED
3021052 4704 WEST JENNIFER AVENUE FRESNO FRESNO CA 93722 INDUSTRIAL FULL ARM
3021060 1626 BROADWAY HUMBOLDT EUREKA CA 95501 RETAIL FULL FIXED
3021128 521 NORTH 1ST AVENUE LOS ANGELES ARCADIA CA 91006 OFFICE FULL FIXED
3021136 10050 CAMPO ROAD SAN DIEGO SPRING VALLEY CA 91977 RETAIL FULL FIXED
3021169 1324 NORTH KINGSLEY DRIVE LOS ANGELES LOS ANGELES CA 90027 MULTIFAMILY FULL FIXED
3021326 20-90 EAST MAIN STREET PLUMAS QUINCY CA 95971 RETAIL FULL ARM
3021417 3173 HIGHWAY 50 EAST CARSON CITY CARSON CITY NV 89706 RETAIL FULL FIXED
3021425 1950 SOUTH STARPOINT DRIV HARRIS HOUSTON TX 77032 MIXED USE FULL FIXED
3021433 1643-45 SOUTH LA CIENEGA LOS ANGELES LOS ANGELES CA 90035 MIXED USE FULL ARM
3021474 4348 JETWAY COURT SACRAMENTO SACRAMENTO CA 95652 INDUSTRIAL FULL FIXED
3021516 12, 14 18, 20, 22 PACHECO MARIN SAN RAFAEL CA 94901 MULTIFAMILY FULL FIXED
3021532 2061 WEST SUNSET DRIVE CLARK HENDERSON NV 89014 RESTAURANT FULL FIXED
3021540 5150 GRAVES AVENUE #11 SANTA CLARA SAN JOSE CA 95129 OFFICE FULL FIXED
3021573 536 AURORA STREET SAN JOAQUIN STOCKTON CA 95203 INDUSTRIAL FULL ARM
3021607 5301 LANKERSHIM BOULEVARD LOS ANGELES LOS ANGELES CA 91601 OFFICE FULL FIXED
3021656 1822 EAST 41ST PLACE LOS ANGELES LOS ANGELES CA 90058 INDUSTRIAL FULL FIXED
3021672 13750 OMEGA ROAD DALLAS DALLAS TX 75244 OFFICE FULL FIXED
3021698 23098 CONNECTICUT STREET ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL ARM
3021748 133 VON NORMAN RD LOS ANGELES MONTEBELLO CA 90640 INDUSTRIAL FULL FIXED
3021755 9240 DOWDY DRIVE LOS ANGELES SAN DIEGO CA 90049 INDUSTRIAL FULL FIXED
3021896 13942 DOTY AVE LOS ANGELES HAWTHORNE CA 90250 MULTIFAMILY FULL FIXED
3021946 8355 3RD STREET LOS ANGELES DOWNEY CA 90241 OFFICE FULL FIXED
3021979 3171 SOUTH JONES BLVD CLARK LAS VEGAS NV 89102 OFFICE FULL FIXED
3021987 2655 WEST OLYMPIC BLVD LOS ANGELES LOS ANGELES CA 90006 OFFICE FULL FIXED
3021995 3041-45 65TH STREET SACRAMENTO SACRAMENTO CA 95820 MIXED USE FULL FIXED
3022001 4394-96 PEPSI DRIVE SAN DIEGO SAN DIEGO CA 92111 INDUSTRIAL FULL FIXED
3022068 1660 WILLOW STREET SANTA CLARA SAN JOSE CA 95125 OFFICE FULL FIXED
3022084 10 SOUTH LAKE DRIVE CONTRA COSTA ANTIOCH CA 94509 OFFICE FULL FIXED
3022126 43-752 NORTH JACKSON ST RIVERSIDE INDIO CA 92201 MIXED USE FULL ARM
3022209 5165 BRENDAN COURT ALAMEDA FREMONT CA CA 94538 INDUSTRIAL FULL ARM
3022217 1541 WEST BROADWAY ORANGE ANAHEIM CA 92802 INDUSTRIAL FULL ARM
3022274 34231 CAMINO CAPISTRANO ORANGE DANA POINT CA 92624 OFFICE FULL ARM
3022290 1458 NORTH DEARING AVENUE FRESNO FRESNO CA 93703 INDUSTRIAL FULL FIXED
3022324 7243 SANTA MONICA BLVD LOS ANGELES WEST HOLLYWOOD CA 90046 OFFICE FULL FIXED
3022332 4950 CRANSWICK HARRIS HOUSTON TX 77041 OFFICE FULL ARM
3022365 6161 POWER INN ROAD SACRAMENTO SACRAMENTO CA 95824 INDUSTRIAL FULL FIXED
3022399 1119 S STREET FRESNO FRESNO CA 93721 OFFICE FULL FIXED
3022449 127 SOUTH 4TH AVENUE PIMA TUCSON AZ 85701 OFFICE FULL FIXED
3022456 5140 SOUTH EASTERN CLARK LAS VEGAS NV 89119 OFFICE FULL FIXED
3022472 1468 SOUTH MANHATTAN ORANGE FULLERTON CA CA 92631 MULTIFAMILY FULL FIXED
3022506 4625 WEST NEVSO CLARK LAS VEGAS NV 89103 INDUSTRIAL FULL FIXED
3022514 1589 SOUTH MILPITAS BLVD SANTA CLARA MILPITAS CA CA 95035 INDUSTRIAL FULL ARM
3022548 13717 CHADRON AVENUE LOS ANGELES HAWTHORNE CA 90250 MULTIFAMILY FULL FIXED
3022605 17037 CHATSWORTH STREET LOS ANGELES LOS ANGELES CA 91344 OFFICE FULL FIXED
3022613 522 NORTH COUNTRY CLUB DR MARICOPA MESA AZ 85201 MIXED USE FULL FIXED
3022639 1207 EAST HERNDON AVENUE FRESNO FRESNO CA 93710 OFFICE FULL ARM
3022654 2130 LAKE TAHOE BOULEVARD EL DORADO SOUTH LAKE TAHOE CA 96150 OFFICE FULL ARM
3022688 801,855 & 901 WEST VICTOR LOS ANGELES COMPTON CA 90220 INDUSTRIAL FULL FIXED
3022696 15011 BEACH BOULEVARD ORANGE WESTMINSTER CA 92683 RETAIL FULL FIXED
3022704 550 CARNEGIE STREET SAN JOAQUIN MANTECA CA 95336 OFFICE FULL FIXED
3022779 1530 OLYMPIC BOULEVARD CONTRA COSTA WALNUT CREEK CA 94596 RETAIL FULL FIXED
3022845 4300 NORTH PECOS RD UNIT CLARK LAS VEGAS NV NV 89115 INDUSTRIAL FULL FIXED
3022860 6600 NORTH ORACLE ROAD PIMA TUCSON AZ 85704 OFFICE FULL FIXED
3022977 1175-1199 AMES AVENUE SANTA CLARA MILPITAS CA 95035 INDUSTRIAL FULL FIXED
3023058 3700 EAGLE ROCK BOULEVARD LOS ANGELES LOS ANGELES CA 90065 INDUSTRIAL FULL FIXED
3023066 31086 SAN BENITO STREET ALAMEDA HAYWARD CA CA 94544 INDUSTRIAL FULL FIXED
3023090 10100 BUBB ROAD SANTA CLARA CUPERTINO CA 95014 INDUSTRIAL FULL FIXED
3023132 1291 OAKLAND BOULEVARD CONTRA COSTA WALNUT CREEK CA 94596 OFFICE FULL ARM
3024585 2730 & 2740 EAST BONANZA CLARK LAS VEGAS NV 89101 MULTIFAMILY FULL FIXED
3024627 1694 COPENHAGEN DRIVE SANTA BARBARA SOLVANG CA 93463 RETAIL FULL ARM
3024684 1823 SOUTH CAMPUS AVENUE SAN BERNARDINO ONTARIO CA 91761 INDUSTRIAL FULL FIXED
3024692 5435 DESERT POINT DRIVE CLARK LAS VEGAS NV 89118 INDUSTRIAL FULL FIXED
3024700 5618 HIGHWAY 95 MOHAVE BULLHEAD CITY AZ 86427 MIXED USE FULL FIXED
3024718 1905 AVIATION BOULEVARD PLACER LINCOLN CA 95648 INDUSTRIAL FULL ARM
3024734 3400 BASSETT STREET SANTA CLARA SANTA CLARA CA 95054 INDUSTRIAL FULL FIXED
3024775 15230 LAKEWOOD BOULEVARD LOS ANGELES BELLFLOWER CA 90706 INDUSTRIAL FULL FIXED
3024817 1897 NORTH WATERMAN AVE SAN BERNARDINO SAN BERNARDINO CA 92405 OFFICE FULL FIXED
3024833 534 WEST BROOKS STREET SAN BERNARDINO ONTARIO CA 91762 INDUSTRIAL FULL FIXED
3024858 1801 SOUTH JONES BOULEVAR CLARK LAS VEGAS NV 89102 OFFICE FULL FIXED
3024874 2998 EL CAMINO REAL SANTA CLARA SANTA CLARA CA 95051 OFFICE FULL FIXED
3024882 2421 ENCINAL AVENUE ALAMEDA ALAMEDA CA 94501 OFFICE FULL FIXED
3024908 3745-49 NORIEGA STREET SAN FRANCISCO SAN FRANCISCO CA 94122 MIXED USE FULL FIXED
3024924 8670 FAIR OAKS BOULEVARD SACRAMENTO CARMICHAEL CA 95608 MULTIFAMILY FULL ARM
3024957 5100 SCOTTS VALLEY DRIVE SANTA CRUZ SCOTTS VALLEY CA 95066 INDUSTRIAL FULL FIXED
3024999 25 WESTERN AVENUE SONOMA PETALUMA CA 94952 MIXED USE FULL ARM
3025020 4304 ALGER STREET LOS ANGELES LOS ANGELES CA 90039 INDUSTRIAL FULL FIXED
3025350 22212 VENTURA BLVD LOS ANGELES LOS ANGELES CA 91364 OFFICE FULL ARM
3025376 1325 EAST SAINT ANDREWS P ORANGE SANTA ANA CA 92705 INDUSTRIAL FULL ARM
3025400 1296 INDUSTRIAL CT DOUGLAS GARDNERVILLE NV 89410 RETAIL FULL FIXED
3025426 5050 PALO VERDE STREET SAN BERNARDINO MONTCLAIR CA 91763 OFFICE FULL FIXED
3025434 1532 WEST OLYMPIC BOULEVA LOS ANGELES MONTEBELLO CA 90640 INDUSTRIAL FULL FIXED
3025442 901 BROWN ROAD ALAMEDA FREMONT CA 94538 INDUSTRIAL FULL FIXED
3025491 5412-18 WILLOW CREST AVE LOS ANGELES NORTH HOLLYWOOD CA 91601 MULTIFAMILY FULL FIXED
3025525 5250 OLORE HIGHWAY BUTTE OROVILLE CA 95966 MOBILE HOME FULL FIXED
3025566 3070 KERNER BOULEVARD MARIN SAN RAFAEL CA 94901 INDUSTRIAL FULL FIXED
3025574 11510 SLATER DRIVE DALLAS BALCH SPRING TX 75180 INDUSTRIAL FULL ARM
3025673 1914 NATIONAL AVENUE ALAMEDA HAYWARD CA CA 94545 INDUSTRIAL FULL ARM
3025715 325 HARTER AVENUE YOLO WOODLAND CA 95776 INDUSTRIAL FULL FIXED
3025723 2509 NORTH 34TH DRIVE MARICOPA PHOENIX AZ 85009 INDUSTRIAL FULL ARM
3025780 4140 BOULDER HIGHWAY CLARK LAS VEGAS NV 89121 MIXED USE FULL FIXED
3025806 200 TAMAL VISTA BOULEVARD MARIN CORTE MADERA CA 94925 INDUSTRIAL FULL ARM
3025814 3474-80 INVESTMENT BLVD ALAMEDA HAYWARD CA CA 94544 INDUSTRIAL FULL FIXED
3025830 17417 VANOWEN STREET LOS ANGELES VAN NUYS CA 91406 MULTIFAMILY FULL FIXED
3025855 650 EAST BLITHDALE AVENUE MARIN MILL VALLEY CA 94941 OFFICE FULL ARM
3025905 1289 SOUTH PARK VICTORIA SANTA CLARA MILPITAS CA 95035 OFFICE FULL FIXED
3025954 1322 SOUTH SANTEE STREET LOS ANGELES LOS ANGELES CA 90015 RETAIL FULL FIXED
3025962 1357 WEST SHAW AVENUE FRESNO FRESNO CA 93710 OFFICE FULL ARM
3025970 322 WETMORE STREET SAN JOAQUIN MANTECA CA 95336 INDUSTRIAL FULL FIXED
3025996 1940-1946 FILLMORE STREET SAN FRANCISCO SAN FRANCISCO CA 94115 MIXED USE FULL FIXED
3026093 525 WEST ELK AVENUE LOS ANGELES GLENDALE CA 91204 INDUSTRIAL FULL FIXED
3026101 1119 BROADWAY LOS ANGELES SANTA MONICA CA 90401 MULTIFAMILY FULL ARM
3026150 445 30TH STREET ALAMEDA OAKLAND CA 94609 OFFICE FULL FIXED
3026234 11425 ELKS CIRCLE SACRAMENTO RANCHO CORDOVA CA 95742 INDUSTRIAL FULL FIXED
3026242 3208 LONG PRAIRIE ROAD DENTON FLOWER MOUND TX 75028 OFFICE FULL FIXED
3026291 345 EAST TOOLE AVENUE PIMA TUCSON AZ 85705 OFFICE FULL ARM
3026309 7070 NORTH ORACLE ROAD PIMA TUCSON AZ 85704 OFFICE FULL ARM
3026317 1816 FIFTH STREET ALAMEDA BERKELEY CA 94710 OFFICE FULL FIXED
3026325 2801 LOCKHEED WAY CARSON CITY CARSON CITY NV 89706 INDUSTRIAL FULL FIXED
3026424 2821-2835 SOUTH ROBERTSON LOS ANGELES LOS ANGELES CA 90033 RETAIL FULL FIXED
3026432 4125-4145 WEST DEWEY DRV CLARK LAS VEGAS NV 89118 INDUSTRIAL FULL FIXED
3026499 35 EAST ROMIE LANE MONTEREY SALINAS CA 93901 OFFICE FULL FIXED
3026549 201 SCHOOL STREET SAN MATEO DALY CITY CA 94014 INDUSTRIAL FULL FIXED
3026564 40 NORTH SANTA CRUZ AVE SANTA CLARA LOS GATOS CA 95030 RETAIL FULL FIXED
3026572 SUNSET & POLARIS CLARK LAS VEGAS NV 89119 INDUSTRIAL FULL FIXED
3026598 3739-41 RAILROAD AVENUE CONTRA COSTA PITTSBURG CA 94565 MIXED USE FULL FIXED
3026606 3166 HIGHWAY 359 WALLER PATTISON TX 77466 INDUSTRIAL FULL ARM
3026622 11970 OLD RIVER SCHOOL RD LOS ANGELES DOWNEY CA 90242 MULTIFAMILY FULL FIXED
3026630 236 WEST 6TH STREET WASHOE RENO NV 89503 OFFICE FULL FIXED
3026648 870 EAST UNIVERSITY PIMA TUCSON AZ 85716 MIXED USE FULL ARM
3026721 12256 RIVERSIDE DRIVE LOS ANGELES NORTH HOLLYWOOD CA 91607 MULTIFAMILY FULL FIXED
3026747 149 COURT STREET PLACER AUBURN CA 95603 OFFICE FULL FIXED
3026754 3100 DIABLO AVENUE ALAMEDA HAYWARD CA 94545 OFFICE FULL ARM
3026804 1395 WEST LACEY BOULEVARD KINGS HANFORD CA 93230 OFFICE FULL ARM
3026853 6575 TRINITY COURT ALAMEDA DUBLIN CA CA 94568 INDUSTRIAL FULL FIXED
3026911 2226 CASTLE HARBOR PLACE SAN BERNARDINO ONTARIO CA 91761 INDUSTRIAL FULL FIXED
3026937 6823-6827 HAYVENHURST AVE LOS ANGELES VAN NUYS CA 91406 MULTIFAMILY FULL FIXED
3026960 810 WEST ACEQUIA STREET TULARE VISALIA CA 93291 OFFICE FULL FIXED
3026986 2400 UNION STREET ALAMEDA OAKLAND CA 94607 INDUSTRIAL FULL FIXED
3027000 4510 EAST THOUSAND OAKS B VENTURA THOUSAND OAKS CA 91362 OFFICE FULL FIXED
3027018 601 EAST COOMBS BRAZORIA ALVIN TX 77511 MULTIFAMILY FULL FIXED
3027075 7418 EAST HELM DRIVE MARICOPA SCOTTSDALE AZ 85260 OFFICE FULL ARM
3027083 2722 SEPULVEDA BOULEVARD LOS ANGELES TORRANCE CA 90505 RETAIL FULL FIXED
3027109 2575-85 SHATTUCK AVE ALAMEDA BERKELEY CA 94704 RETAIL FULL FIXED
3027117 866 PLUMAS STREET SUTTER YUBA CITY CA 95991 OFFICE FULL ARM
3027133 9 REGENCY DRIVE DALLAS WYLIE TX 75098 INDUSTRIAL FULL ARM
3027166 2344 MCKEE ROAD SANTA CLARA SAN JOSE CA 95116 OFFICE FULL FIXED
3027182 5210 CARPINTERIA AVENUE SANTA BARBARA CARPINTERIA CA 93013 OFFICE FULL FIXED
3027190 140 ATLANTIC STREET LOS ANGELES POMONA CA 91768 INDUSTRIAL FULL FIXED
3027224 1241 NORTH 48TH STREET MARICOPA PHOENIX AZ 85008 MULTIFAMILY FULL FIXED
3027257 8857 CEDROS AVENUE LOS ANGELES PANORAMA CITY CA 91402 MULTIFAMILY FULL ARM
3027364 1826 NORTH 51ST STREET MARICOPA PHOENIX AZ 85008 MULTIFAMILY FULL FIXED
3027588 101 UTAH STREET SAN FRANCISCO SAN FRANCISCO CA 94130 RETAIL FULL FIXED
3028010 1075 OLD COUNTY ROAD SAN MATEO BELMONT CA 94002 INDUSTRIAL FULL FIXED
3028115 6642-6644 MISSION STREET SAN MATEO DALY CITY CA 94014 MIXED USE FULL FIXED
3028149 229 HARRISON STREET ALAMEDA OAKLAND CA 94607 SPECIAL PURPOSE FULL FIXED
3028198 2059 CLINTON AVE ALAMEDA ALAMEDA CA 94501 OFFICE FULL FIXED
3028214 6257 KESTER AVENUE LOS ANGELES VAN NUYS CA 91411 MULTIFAMILY FULL FIXED
3028222 10200 JACKSBORO HIGHWAY TARRANT FT WORTH TX 76135 MIXED USE FULL ARM
3028255 1465 HAIGHT STREET SAN FRANCISCO SAN FRANCISCO CA 94117 MIXED USE FULL FIXED
3028271 1333 HOWARD AVENUE SAN MATEO BURLINGAME CA 94010 RETAIL FULL FIXED
3028297 3124 EAST 11TH STREET LOS ANGELES LOS ANGELES CA 90023 INDUSTRIAL FULL FIXED
3028354 6265 KESTER AVENUE LOS ANGELES VAN NUYS CA 91411 MULTIFAMILY FULL FIXED
3028388 1326 CHORRO STREET AN LUIS OBISPO SAN LUIS OBISPO CA 93401 OFFICE FULL FIXED
3028602 1555- SUNNYVALE-SARATOGA SANTA CLARA SUNNYVALE CA 94087 OFFICE FULL FIXED
3028636 5852 SOUTH PECOS ROAD CLARK LAS VEGAS NV 89120 OFFICE FULL FIXED
3028644 1001 SOUTH RANCHO DRIVE CLARK LAS VEGAS NV 89106 OFFICE FULL FIXED
3028685 1041 HENSLEY STREET CONTRA COSTA RICHMOND CA 94801 INDUSTRIAL FULL ARM
3028750 17250 NORTH 43RD AVENUE MARICOPA PHOENIX AZ 85308 OFFICE FULL FIXED
3028792 927 W HATCHER ROAD MARICOPA PHOENIX AZ 85021 RETAIL FULL FIXED
3028800 720 MESQUITE AVENUE MOHAVE LAKE HAVASU CITY AZ 86403 OFFICE FULL FIXED
3028818 2119 EAST SOUTHERN AVENUE MARICOPA PHOENIX AZ 85282 OFFICE FULL FIXED
3028834 2980 N 73RD STREET MARICOPA SCOTTSDALE AZ 85251 OFFICE FULL FIXED
3028859 5200 W BETHANY HOME ROAD MARICOPA GLENDALE AZ 85310 INDUSTRIAL FULL FIXED
3028891 745 EAST 9TH STREET PIMA TUCSON AZ 85719 INDUSTRIAL FULL FIXED
3028966 457 W WICKENBURY WAY MARICOPA WICKENBURY AZ 85390 RETAIL FULL FIXED
3029022 240 N CENTER MARICOPA MESA AZ 85201 OFFICE FULL FIXED
3029139 2404 STOCKTON HILL ROAD MOHAVE KINGMAN AZ 86402 OFFICE FULL FIXED
3029220 7909 W GLENDALE MARICOPA GLENDALE AZ 85302 MIXED USE FULL FIXED
3029238 1360 RAMAR ROAD MOHAVE BULLHEAD CITY AZ 86442 OFFICE FULL FIXED
3029329 2975 TECHNOLOGY COURT CONTRA COSTA RICHMOND CA 94806 INDUSTRIAL FULL ARM
3029337 3080 NORTH GOLDEN STATE B STANISLAUS TURLOCK CA 95382 MINI-STORAGE FULL FIXED
3029345 3900 NORTH STATE STREET MENDOCINO UKIAH CA 95482 MOBILE HOME FULL FIXED
3029360 123 COMMERCE CIRCLE SACRAMENTO SACRAMENTO CA 95815 INDUSTRIAL FULL ARM
3029410 465 NORTH FIFTH STREET FRESNO COALINGA CA 93210 OFFICE FULL FIXED
3029436 1421 10TH AVENUE SAN FRANCISCO SAN FRANCISCO CA 94122 MULTIFAMILY FULL FIXED
3029444 608 SOUTH JONES BOULEVARD CLARK LAS VEGAS NV 89107 OFFICE FULL FIXED
3029493 6013- SCOTT WAY LOS ANGELES LOS ANGELES CA CA 90040 INDUSTRIAL FULL ARM
3029501 8300 AMELIA STREET ALAMEDA OAKLAND CA 94621 INDUSTRIAL FULL FIXED
3029519 14030 CHADRON AVENUE LOS ANGELES HAWTHORNE CA 90250 MULTIFAMILY FULL ARM
3029527 14100 CHADRON AVENUE LOS ANGELES HAWTHORNE CA 90250 MULTIFAMILY FULL ARM
3029600 140 MARINE VIEW AVENUE SAN DIEGO SOLANA BEACH CA 92075 OFFICE FULL FIXED
3029626 3555 42ND STREET SAN DIEGO SAN DIEGO CA 92105 MULTIFAMILY FULL FIXED
3029733 2541 SAN BRUNO AVENUE SAN FRANCISCO SAN FRANCISCO CA 94134 MIXED USE FULL ARM
3029865 17224 GRAMERCY PLACE LOS ANGELES GARDENA CA 90247 INDUSTRIAL FULL FIXED
3029881 1272 NORTH ARDMORE AVENUE LOS ANGELES LOS ANGELES CA 90029 MULTIFAMILY FULL ARM
3029899 6016 ELEANOR AVENUE LOS ANGELES LOS ANGELES CA 90038 MULTIFAMILY FULL ARM
3029915 2300 7TH STREET KERN WASCO CA 93280 OFFICE FULL FIXED
3029931 13130 ARTIC CIRCLE LOS ANGELES SANTA FE SPRINGS CA 90670 INDUSTRIAL FULL FIXED
3030004 611 BROADWAY SAN MATEO REDWOOD CITY CA 94063 MIXED USE FULL ARM
3030012 630 MARTIN AVENUE SANTA CLARA SANTA CLARA CA 95050 INDUSTRIAL FULL FIXED
3030020 1852 NORTH HELM STREET FRESNO FRESNO CA 93727 INDUSTRIAL FULL FIXED
3030046 1035 FIFTH STREET MONTEREY MONTEREY CA 93940 OFFICE FULL ARM
3030053 1189 VALDIVIA WAY RIVERSIDE PALM SPRINGS CA 92262 INDUSTRIAL FULL ARM
3030079 2077 WEST WINTON AVENUE ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3030095 25024 DOBLE STREET LOS ANGELES HARBOR CITY CA 90710 INDUSTRIAL FULL FIXED
3030103 119 STANDARD STREET LOS ANGELES EL SEGUNDO CA 90245 INDUSTRIAL FULL FIXED
3030129 1325 OLD BAYSHORE HWY SANTA CLARA SAN JOSE CA 95112 INDUSTRIAL FULL FIXED
3030145 13246 MAPLEDALE STREET LOS ANGELES NORWALK CA 90650 INDUSTRIAL FULL FIXED
3030467 1901-13 SALVIO STREET CONTRA COSTA CONCORD CA 94520 RETAIL FULL FIXED
3030517 1742 WEST LINCOLN AVENUE ORANGE ANAHEIM CA 92804 MULTIFAMILY FULL FIXED
3030608 4863- W. ADAMS BLVD LOS ANGELES LOS ANGELES CA 90016 MIXED USE FULL FIXED
3030624 1452-1454 23RD STREET LOS ANGELES SANTA MONICA CA 90404 OFFICE FULL FIXED
3030699 1557 SANTA ANITA AVE LOS ANGELES EL MONTE CA 91733 INDUSTRIAL FULL FIXED
3030715 4202 TELEPHONE ROAD HARRIS HOUSTON TX 77087 INDUSTRIAL FULL FIXED
3030749 1851 PATRICIA AVENUE VENTURA SIMI VALLEY CA 93065 MULTIFAMILY FULL FIXED
3030863 4000 RILEY STREET SACRAMENTO FOLSOM CA 95630 MINI-STORAGE FULL ARM
3030871 11102 NEWVILLE AVENUE LOS ANGELES DOWNEY CA 90241 MULTIFAMILY FULL ARM
3030897 7012-7016 NORTH 56TH AVE MARICOPA GLENDALE AZ 85301 INDUSTRIAL FULL FIXED
3031028 1001 CALLE AMANECER ORANGE SAN CLEMENTE CA 92673 INDUSTRIAL FULL ARM
3031036 970 W. EL CAMINO REAL SANTA CLARA SUNNYALE CA 94087 OFFICE FULL FIXED
3031044 1452-56 CHCO AVENUE LOS ANGELES SOUTH EL MONTE CA 91733 MIXED USE FULL FIXED
3031051 3276 MCNUTT AVENUE CONTRA COSTA WALNUT CREEK CA 94596 OFFICE FULL ARM
3031093 2001 MAGNOLIA BOULEVARD LOS ANGELES BURBANK CA 91506 OFFICE FULL FIXED
3031127 7854 WHITE FIR STREET WASHOE RENO NV 89523 INDUSTRIAL FULL FIXED
3031135 6470 PROCYON AVENUE CLARK LAS VEGAS NV 89118 INDUSTRIAL FULL FIXED
3031226 5772 PARADISE DRIVE MARIN CORTE MADERA CA 94925 OFFICE FULL FIXED
3031234 6918 OWENSMOUTH AVE LOS ANGELES LOS ANGELES CA 91303 OFFICE FULL ARM
3031259 1553-55 SIMPSON WAY SAN DIEGO ESCONDIDO CA 92029 INDUSTRIAL FULL ARM
3031317 4424-D MINT WAY DALLAS DALLAS TX 75236 INDUSTRIAL FULL FIXED
3031358 100 SOUTH SANTE FE TULARE VISALIA CA 93291 OFFICE FULL FIXED
3031374 1029 MIRA MAR AVENUE LOS ANGELES LONG BEACH CA 90801 MULTIFAMILY FULL ARM
3031382 23141 PLAZA POINTE DRIVE ORANGE LAGUNA HILLS CA 92653 OFFICE FULL FIXED
3031523 5300-5304 FIRST AVENUE SO KING SEATTLE WA 98108 RETAIL FULL FIXED
3031820 323 CAROLYN STREET KODIAK ISLAND KODIAK AK 99615 OFFICE FULL FIXED
3031960 570 CLEARWATER LOOP KOOTENAI POST FALLS ID 83854 MIXED USE FULL FIXED
3032018 2707 N E BLAKELEY STREET KING SEATTLE WA 98105 OFFICE FULL FIXED
3032026 15007 WOODINVILLE-REDMOND KING WOODINVILLE WA 98072 RETAIL FULL FIXED
3032083 3887 PIONEER WAY CHELAN MONITOR WA 98836 SPECIAL PURPOSE FULL FIXED
3032174 1831 BROADWAY AVENUE KING SEATTLE WA 98102 MIXED USE FULL ARM
3032182 1740 NE FUSON ROAD KITSAP BREMERTON WA 98310 RETAIL FULL FIXED
3032208 14410 BELLEVUE-REDMOND RO KING BELLEVUE WA 98007 OFFICE FULL ARM
3032273 795 NORTH 5TH AVENUE CLALLAM SEGUIM WA 98382 OFFICE FULL FIXED
3032356 9822 15TH AVENUE SOUTHWEST KING SEATTLE WA 98106 RETAIL FULL FIXED
3032372 15029 BOTHELL WAY NE KING SEATTLE WA 98155 OFFICE FULL FIXED
3032398 700 112TH AVENUE NE KING BELLEVUE WA 98004 OFFICE FULL FIXED
3032521 404 SOUTH GRANT STREET SPOKANE MEDICAL LAKE WA 99022 MULTIFAMILY FULL FIXED
3032547 901 E MARINE VIEW DRIVE SNOHOMISH EVERETT WA 98201 MULTIFAMILY FULL ARM
3032729 3100 NW INDUSTRIAL STREET MULTNOMAH PORTLAND OR 97210 INDUSTRIAL FULL FIXED
3032836 13401- S E STARK STREET MULTNOMAH PORTLAND OR 97233 MULTIFAMILY FULL ARM
3032851 515 N W 10TH AVENUE MULTNOMAH PORTLAND OR 97209 OFFICE FULL ARM
3033388 2525 BROADWAY SAN DIEGO SAN DIEGO CA CA 92102 MULTIFAMILY FULL ARM
3033396 6001 SNOWROAD KERN BAKERSFIELD CA 93308 OFFICE FULL ARM
3033404 2614-26I8 RIVER AVENUE LOS ANGELES ROSEMEAD CA 91770 INDUSTRIAL FULL ARM
3033438 4282 GENESIE AVE SAN DIEGO SAN DIEGO CA 92117 OFFICE FULL FIXED
3033446 410 WEST CAROB LOS ANGELES COMPTON CA 90220 INDUSTRIAL FULL ARM
3033495 21613 NORTH 2ND AVENUE MARICOPA PHOENIX AZ 85027 INDUSTRIAL FULL FIXED
3033560 427 SOUTH CEDROS SAN DIEGO SOLANA BEACH CA 92075 MIXED USE FULL FIXED
3033636 505 WALKER DRIVE SANTA CLARA MOUNTAIN VIEW CA 94043 MULTIFAMILY FULL FIXED
3033669 111 WEST DYER ROAD ORANGE SANTA ANA CA 92713 INDUSTRIAL FULL ARM
3033677 838 JURY COURT SANTA CLARA SAN JOSE CA 95116 INDUSTRIAL FULL ARM
3033685 25000 INDUSTRIAL BLVD ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3033693 64 SHATTUCK SQUARE ALAMEDA BERKELEY CA 94704 MIXED USE FULL ARM
3033719 10740 KENNEY STREET SAN DIEGO SANTEE CA 92071 INDUSTRIAL FULL FIXED
3033735 20175 MACK RD ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3033826 1309 MAIN STREET NAPA ST HELENA CA 94574 HOTEL/MOTEL FULL FIXED
3033859 2421 4TH STREET ALAMEDA BERKELEY CA 94710 OFFICE FULL ARM
3033933 2950 NORTH AIRPORT LANE LOS ANGELES LONG BEACH CA 90806 INDUSTRIAL FULL FIXED
3033958 27451 INDUSTRIAL BLVD ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL ARM
3033966 7735 NORTH LOWER SACREMENTO SAN JOAQUIN STOCKTON CA 95206 RETAIL FULL FIXED
3034014 3424-3432 EAST OLYMPIC BL LOS ANGELES LOS ANGELES CA 90023 INDUSTRIAL FULL ARM
3034022 2222 W. WILLIAMS DRIVE MARICOPA PHOENIX AZ 85027 MIXED USE FULL FIXED
3034162 2900 LONG PRAIRE ROAD DENTON FLOWER MOUND TX 75028 OFFICE FULL FIXED
3034188 3825 E HUNTINGTON DRIVE COCONINO FLAGSTAFF AZ 86004 OFFICE FULL FIXED
3034196 710 WEST 19TH STREET ORANGE COSTA MESA CA 92627 RETAIL FULL FIXED
3034238 26850 ENCANTO DRIVE ORANGE SUN CITY CA 92656 MINI-STORAGE FULL FIXED
3034287 2650 21ST STREET SACRAMENTO SACRAMENTO CA 95818 OFFICE FULL ARM
3034311 2050 SOUTH HELLMAN AVENUE SAN BERNARDINO ONTARIO CA 91761 INDUSTRIAL FULL FIXED
3034329 2314 EXECUTIVE DRIVE DALLAS GARLAND TX 75041 INDUSTRIAL FULL ARM
3034337 6920-6934 NORTH INTERSTATE AVEN MULTNOMAH PORTLAND OR 97217 MULTIFAMILY FULL ARM
3034386 14418 SOUTH SAN PEDRO ST LOS ANGELES GARDENA CA 90248 INDUSTRIAL FULL FIXED
3034394 6443 NORTH LOMBARD STREET MULTNOMAH PORTLAND OR 97203 OFFICE FULL FIXED
3034428 151 MARTINVALE LANE SANTA CLARA SAN JOSE CA 95119 OFFICE FULL FIXED
3034436 275 PLACER STREET PLACER AUBURN CA 95603 OFFICE FULL FIXED
3034444 4855 ATHERTON AVENUE SANTA CLARA SAN JOSE CA 95129 OFFICE FULL ARM
3034469 7240 VASSAR AVENUE LOS ANGELES CANOGA PARK CA 91303 MULTIFAMILY FULL ARM
3034477 11352 TO 11362 WESTERN AV ORANGE STANTON CA 92841 INDUSTRIAL FULL ARM
3034485 800 NORTH MAJOR AVENUE CLARK HENDERSON NV 89015 MULTIFAMILY FULL FIXED
3034493 5230 CLINTON STREET LOS ANGELES LOS ANGELES CA 90004 MULTIFAMILY FULL FIXED
3034501 633 NE BROADWAY MULTNOMAH PORTLAND OR 97232 RETAIL FULL FIXED
3034519 6900 OWENSMOUNTH AVENUE LOS ANGELES CANOGA PARK CA 91303 OFFICE FULL FIXED
3034527 515 WEST BEVERLY BLVD LOS ANGELES MONTEBELLO CA 90640 OFFICE FULL FIXED
3034534 820-822 SO ATLANTIC BLVD LOS ANGELES MONTEREY PARK CA 91754 OFFICE FULL FIXED
3034543 4161 INGOT STREET ALAMEDA FREMONT CA 94538 INDUSTRIAL FULL FIXED
3034576 6530 MOONSTONE BEACH AN LUIS OBISPO CAMBRIA CA 93428 HOTEL/MOTEL FULL FIXED
3034592 10054 MESA RIDGE COURT SAN DIEGO SAN DIEGO CA CA 92121 INDUSTRIAL FULL FIXED
3034626 3191 SOUTH JONES BLVD CLARK LAS VEGAS NV 89102 OFFICE FULL FIXED
3034642 3003 E MCDOWELL ROAD MARICOPA PHOENIX AZ 85008 OFFICE FULL ARM
3034790 3142 NORTH G STREET MERCED MERCED CA 95340 RETAIL FULL ARM
3034808 812 SOUTH TAYLOR AVENUE LOS ANGELES MONTEBELLO CA 90640 MULTIFAMILY FULL ARM
3034816 1747 WRIGHT AVENUE LOS ANGELES LA VERNE CA 91750 INDUSTRIAL FULL FIXED
3034824 2307-2309 WEST OLIVE AVE LOS ANGELES BURBANK CA 91506 OFFICE FULL FIXED
3034857 817 RIVERSIDE PLACE RIVERSIDE PALM SPRINGS CA 92262 MULTIFAMILY FULL ARM
3034865 1657-63 WEST 134TH STREET LOS ANGELES GARDENA CA 90249 INDUSTRIAL FULL FIXED
3034881 1520/40 DISCOVERY BAY BLVD CONTRA COSTA BYRON CA 94514 RETAIL FULL FIXED
3034923 6930-34 TUJUNGA AVENUE LOS ANGELES NORTH HOLLYOOD CA 91605 INDUSTRIAL FULL FIXED
3034949 335 NE 8TH STREET MULTNOMAH GRESHAM OR 97030 INDUSTRIAL FULL ARM
3034964 351-353 SOUTH BROADWAY LOS ANGELES LOS ANGELES CA 90013 RETAIL FULL FIXED
3035011 11098 VENTURE DRIVE RIVERSIDE MIRA LOMA CA 91752 INDUSTRIAL FULL FIXED
3035094 300 BERNOULLI CIRCLE VENTURA OXNARD CA 93030 INDUSTRIAL FULL FIXED
3035110 204-214 BROADWAY FRESNO FRESNO CA 93721 INDUSTRIAL FULL FIXED
3035136 7333 E BUTHERUS DRIVE MARICOPA SCOTTSDALE AZ 85260 INDUSTRIAL FULL ARM
3035144 3147 MANDEVILLE ORANGE ORANGE CA 92667 INDUSTRIAL FULL ARM
3035151 19055 SHERMAN WAY LOS ANGELES LOS ANGELES CA 91335 MULTIFAMILY FULL FIXED
3035169 500 NORTH ROBERT STREET RAMSEY ST PAUL MN 55101 OFFICE FULL FIXED
3035201 5650 ROSEVILLE ROAD SACRAMENTO SACRAMENTO CA 95823 INDUSTRIAL FULL ARM
3035219 3526-32 LA GRANDE BLVD SACRAMENTO SACRAMENTO CA 95823 INDUSTRIAL FULL ARM
3035243 2410 NORTH MISSISSIPPI AV MULTNOMAH PORTLAND OR 97227 INDUSTRIAL FULL FIXED
3035268 441 NORTH FIRST STREET SANTA CLARA SAN JOSE CA 95112 OFFICE FULL FIXED
3035284 4301 NORTH 24TH STREET MARICOPA PHOENIX AZ 85016 MULTIFAMILY FULL FIXED
3035292 400 FOAM STREET MONTEREY MONTEREY CA 93940 MIXED USE FULL FIXED
3035474 750 2ND STREET SAN DIEGO ENCINITAS CA 92040 OFFICE FULL FIXED
3035482 913 NW FORTNER STREET MALHEUR ONTARIO OR 97914 MULTIFAMILY FULL FIXED
3035508 202 WALKER STREET SAN PATRICIO PORTLAND TX 78374 MULTIFAMILY FULL FIXED
3035599 1827- S W CABLE AVENUE MULTNOMAH PORTLAND OR 97201 MULTIFAMILY FULL ARM
3035722 213 TO 225 E. FOSTER CLARK HENDERSON NV 89015 MULTIFAMILY FULL FIXED
3035789 3402 ENTERPRISE AVENUE ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3035896 10730 SPANGLER DRIVE DALLAS DALLAS TX 75220 INDUSTRIAL FULL FIXED
3035904 1306 N 175TH KING SEATTLE WA 98177 OFFICE FULL ARM
3035913 14469 MERCED AVENUE LOS ANGELES BALDWIN PARK CA 91706 OFFICE FULL FIXED
3035979 14420 BEL RED ROAD KING BELLEVUE WA 98007 OFFICE FULL FIXED
3036019 10310 S TACOMA WY PIERCE TACOMA WA 98409 RETAIL FULL ARM
3036043 407 NW 17TH AVENUE MULTNOMAH PORTLAND OR 97209 OFFICE NONE FIXED
3036068 31610 PACIFIC HWY S KING FEDERAL WAY WA 98003 RETAIL FULL FIXED
3036134 4518 PACIFIC AVE SE THURSTON LACEY WA 98503 RETAIL FULL FIXED
3036522 10009AND 10011 BRIDGEPORT PIERCE TACOMA WA 98499 RETAIL FULL FIXED
3036662 515-519 FIR AVENUE LOS ANGELES INGLEWOOD CA 90301 MULTIFAMILY FULL FIXED
3036704 7640 3RD WAY THURSTON OLYMPIA WA 98508 MULTIFAMILY FULL FIXED
3036795 3701 WEST CARRIAGE DRIVE ORANGE SANTA ANA CA 92704 INDUSTRIAL FULL ARM
3036803 170 MIDDLEFIELD ROAD SAN MATEO MENLO PARK CA 94025 OFFICE NONE FIXED
3036811 815 EDDY STREET SAN FRANCISCO SAN FRANCISCO CA 94109 OFFICE FULL FIXED
3036837 5300 CRATER LAKE HIGHWAY JACKSON MEDFORD OR 97501 INDUSTRIAL FULL FIXED
3036902 1404 NE 3RD STREET #9 DESCHUTES BEND OR 97701 OFFICE FULL FIXED
3037058 3705 SE MARKET MULTNOMAH PORTLAND OR 97214 MULTIFAMILY FULL ARM
3037074 2727 SE HAWTHORNE BLVD MULTNOMAH PORTLAND OR 97214 MULTIFAMILY FULL ARM
3037165 14375 CUESTA COURT TUOLUMNE SONORA CA 95370 INDUSTRIAL FULL FIXED
3037306 2330 NW FLANDERS ST. MULTNOMAH PORTLAND OR 97210 OFFICE FULL FIXED
3037470 7075 SW GARDEN HOME ROAD WASHINGTON PORTLAND OR 97223 MULTIFAMILY FULL FIXED
3037546 181 N GRANT STREET CLACKAMAS CANBY OR 97013 OFFICE FULL FIXED
3037587 19585 NW MAHAMA PLACE WASHINGTON PORTLAND OR 97229 MULTIFAMILY FULL FIXED
3037603 1150 SE MAIN WASHINGTON HILLSBORO OR 97123 MULTIFAMILY FULL FIXED
3037645 1005 WYNOOSKI ST YAMHILL NEWBERG OR 97132 MULTIFAMILY FULL FIXED
3037652 2400- N KILLINGSW MULTNOMAH PORTLAND OR 97217 MULTIFAMILY FULL FIXED
3037892 1617 CIMMARON STREET SAN PATRICIO PORTLAND TX 78374 MULTIFAMILY FULL FIXED
3038007 7405 NORTH FRESNO STREET FRESNO FRESNO CA 93720 OFFICE FULL FIXED
3038205 6363 SANTA MONICA BLVD LOS ANGELES HOLLYWOOD CA 90038 OFFICE FULL FIXED
3038213 711 COURT STREET AMADOR JACKSON CA 95689 OFFICE FULL FIXED
3038221 5461 WEST JEFFERSON BLVD LOS ANGELES LOS ANGELES CA 90016 INDUSTRIAL FULL FIXED
3038239 103 S ROOSEVELT AVENUE LOS ANGELES PASADENA CA 91107 MULTIFAMILY FULL FIXED
3038296 3017 NORTH SAN FERNANDO LOS ANGELES BURBANK CA 91504 INDUSTRIAL FULL FIXED
3038304 2928 SE HAWTHORNE MULTNOMAH PORTLAND OR 97214 OFFICE FULL ARM
3038338 5485 HEMLOCK STREET SACRAMENTO SACRAMENTO CA 95841 INDUSTRIAL FULL FIXED
3038379 620 WEST YOSEMITE MADERA MADERA CA 93637 OFFICE FULL FIXED
3038387 40 GLEN EYRIC SANTA CLARA SAN JOSE CA 95125 MULTIFAMILY FULL FIXED
3038486 1070 CONCORD AVENUE CONTRA COSTA CONCORD CA 94520 OFFICE FULL ARM
3038510 2330 PROFESSIONAL DRIVE PLACER ROSEVILLE CA 95661 OFFICE FULL FIXED
3038569 4205 COUNCIL STREET LOS ANGELES LOS ANGELES CA 90004 MULTIFAMILY FULL FIXED
3038577 13621 ALONDRA BOULEVARD LOS ANGELES SANTA FE SPRINGS CA 90670 INDUSTRIAL FULL FIXED
3038668 5001 24TH STREET SACRAMENTO SACRAMENTO CA 95822 INDUSTRIAL FULL FIXED
3038692 105 RULE COURT CONTRA COSTA WALNUT CREEK CA 94595 MULTIFAMILY FULL FIXED
3038775 891 LAURELWOOD ROAD SANTA CLARA SANTA CLARA CA 95054 INDUSTRIAL FULL ARM
3038833 801 CAMELIA STREET ALAMEDA BERKELEY CA 94710 INDUSTRIAL FULL ARM
3038841 14954 LA PALMA DRIVE SAN BERNARDINO CHINO CA 91710 INDUSTRIAL FULL FIXED
3038932 621 2ND STREET SAN DIEGO ENCINITAS CA 92024 OFFICE FULL FIXED
3039047 24950 AVENUE KEARNY LOS ANGELES VALENCIA CA 91355 INDUSTRIAL FULL ARM
3039054 1440 S E 21ST AVENUE WASHINGTON HILLSBORO OR 97123 RETAIL FULL FIXED
3039062 9949 TABOR PLACE LOS ANGELES SANTA FE SPRINGS CA 90670 INDUSTRIAL FULL FIXED
3039120 640 FRONT STREET KING ISSAQUAH WA 98027 SPECIAL PURPOSE FULL FIXED
3039187 1498 NORTH PINE CANYON RO TOOELE TOOELE UT 84074 MINI-STORAGE FULL FIXED
3039211 1150 CHESS DRIVE SAN MATEO FOSTER CITY CA 94404 INDUSTRIAL FULL FIXED
3039229 6850 S W 105TH AVENUE WASHINGTON BEAVERTON OR 97008 OFFICE FULL FIXED
3039260 3724 SE 40TH AVENUE MULTNOMAH PORTLAND OR 97202 MULTIFAMILY FULL FIXED
3039294 706 NORTH DIVISION STREET CARSON CITY CARSON CITY NV 89701 OFFICE FULL FIXED
3039302 1723 JUNCTION AVENUE SAN FRANCISCO SAN JOSE CA 94112 INDUSTRIAL FULL FIXED
3039922 904-906 INDUSTRIAL ROAD SAN MATEO PALO ALTO CA 94303 INDUSTRIAL FULL FIXED
3040036 555-559 AIRLINE WAY & 158 LOS ANGELES GARDENA CA 90248 INDUSTRIAL FULL FIXED
3040094 200 KRUSE AVENUE LOS ANGELES MONROVIA CA 91016 INDUSTRIAL FULL FIXED
3040144 4325 WEST SUNSET ROAD CLARK HENDERSON NV 89014 RESTAURANT FULL FIXED
3040177 14059 COTEAU DRIVE LOS ANGELES WHITTIER CA 90601 MULTIFAMILY FULL ARM
3040185 1515 EAST BURNSIDE MULTNOMAH PORTLAND OR 97214 RETAIL FULL FIXED
3040201 901 MORAGA ROAD CONTRA COSTA LAFAYETTE CA 94549 OFFICE FULL FIXED
3040219 4002-004 WEST BURBANK BOU LOS ANGELES BURBANK CA 91505 OFFICE FULL FIXED
3040235 830-46 NORTH WATSON AV LOS ANGELES WILMINGTON CA 90744 INDUSTRIAL FULL FIXED
3040250 28435 INDUSTRY DRIVE LOS ANGELES VALENCIA CA CA 91355 INDUSTRIAL FULL FIXED
3040441 15455 53RD AVENUE S KING TUKWILA WA 98188 RETAIL FULL ARM
3040490 17443 NORTHEAST 70TH ST KING REDMOND WA 98052 INDUSTRIAL FULL ARM
3041266 14700 172ND DRIVE SE SNOHOMISH MONROE WA 98272 INDUSTRIAL FULL FIXED
3041274 14640 172ND DRIVE S E SNOHOMISH MONROE WA 98272 INDUSTRIAL FULL ARM
3041324 2014 WEST 6TH COURT SPOKANE SPOKANE WA 99204 OFFICE FULL ARM
3041415 15030 AURORA AVE N KING SHORELINE WA 98133 RESTAURANT FULL FIXED
3041456 116 NORTH SECOND AVENUE YAKIMA YAKIMA WA 98902 INDUSTRIAL FULL FIXED
3041571 345 357 SUTTON PLACE SONOMA SANTA ROSA CA 95407 INDUSTRIAL FULL ARM
3041688 470 RAMONA STREET SANTA CLARA PALO ALTO CA 94301 OFFICE FULL FIXED
3041696 3600 STONE ROAD KERN BAKERSFIELD CA 93309 RETAIL FULL FIXED
3041753 3030 S 40TH STREET MARICOPA PHOENIX AZ 85040 OFFICE FULL FIXED
3041761 5441 SOUTH ARVILLE STREET CLARK LAS VEGAS NV 89102 INDUSTRIAL FULL FIXED
3041779 1827 CAPITAL STREET RIVERSIDE CORONA CA 91720 INDUSTRIAL FULL ARM
3042470 2820-80 WALNUT HILL LANE DALLAS DALLAS TX 75229 OFFICE FULL FIXED
3042488 301 CLIPPER STREET SAN FRANCISCO SAN FRANCISCO CA 94114 MULTIFAMILY FULL FIXED
3042587 3846 EAST THUNDERBIRD RD MARICOPA PHOENIX AZ 85032 RETAIL FULL FIXED
3042611 988 SUTTER STREET SAN FRANCISCO SAN FRANCISCO CA 94117 RETAIL FULL FIXED
3042629 4610 LITTLE JOHN STREET LOS ANGELES BALDWIN PARK CA 91706 INDUSTRIAL FULL FIXED
3042637 3270 EAST TROPICANA AVE CLARK LAS VEGAS NV 89121 RETAIL FULL FIXED
3042686 6614 MERCY CT. SACRAMENTO FAIR OAKS CA 95628 OFFICE FULL ARM
3042744 6333 CORSAIR STREET LOS ANGELES COMMERCE CA 90040 INDUSTRIAL FULL FIXED
3042751 1340 NORTH MCDOWELL BLVD SONOMA PETALUMA CA 94954 MIXED USE FULL FIXED
3042835 531 WEST LAS TUNAS DRIVE LOS ANGELES SAN GABRIEL CA 91776 OFFICE FULL FIXED
3042843 21050 OSBORNE STREET LOS ANGELES CANOGA PARK CA 91304 INDUSTRIAL FULL ARM
3042876 2090 FARALLON STREET ALAMEDA SAN LEANDRO CA 94577 INDUSTRIAL FULL FIXED
3042884 5690 SONOMA DRIVE ALAMEDA PLEASANTON CA 94566 OFFICE FULL ARM
3042892 80-86 INDUSTRIAL WAY SANTA BARBARA BUELLTON CA 93460 INDUSTRIAL FULL FIXED
3042934 68-796 PEREZ ROAD RIVERSIDE CATHEDRAL CITY CA 92234 RETAIL FULL FIXED
3042967 675-677 SOUTH SECOND ST LOS ANGELES COVINA CA 91723 OFFICE FULL FIXED
3042983 3250 TWEEDY BOULEVARD LOS ANGELES SOUTH GATE CA 90280 RETAIL FULL FIXED
3042991 656-658 AUZERAIS AVE & 42 SANTA CLARA SAN JOSE CA 95126 INDUSTRIAL FULL FIXED
3043106 1011 NORTH GOWER STREET LOS ANGELES LOS ANGELES CA 90038 INDUSTRIAL FULL ARM
3043130 830 NORTH WILCOX AVENUE LOS ANGELES MONTEBELLO CA 90640 OFFICE FULL FIXED
3043148 5509 WILSHIRE BLVD LOS ANGELES LOS ANGELES CA 90036 RETAIL FULL FIXED
3043163 1615-19 WEBSTER STREET ALAMEDA OAKLAND CA 94612 OFFICE FULL FIXED
3043197 3750 SOUTH VALLEY VIEW BL CLARK LAS VEGAS NV 89102 INDUSTRIAL FULL FIXED
3043221 9860 DALE AVENUE SAN DIEGO SPRING VALLEY CA 91977 MULTIFAMILY FULL FIXED
3043254 2114 LOMA AVENUE LOS ANGELES SOUTH EL MONTE CA 91733 INDUSTRIAL FULL FIXED
3043262 480 NORTH INDIAN HILL BLV LOS ANGELES CLAREMONT CA 91711 OFFICE FULL FIXED
3043270 1888 WEST SIXTH STREET RIVERSIDE CORONA CA 91720 INDUSTRIAL FULL FIXED
3043296 218 WEST WYOMING CLARK LAS VEGAS NV 89104 INDUSTRIAL FULL FIXED
3043361 372 NORTH SMITH AVENUE RIVERSIDE CORONA CA 91720 INDUSTRIAL FULL FIXED
3043387 6860 DISTRICT BOULEVARD KERN BAKERSFIELD CA 93313 INDUSTRIAL FULL FIXED
3043411 11700 DUBNEY BOULEVARD ALAMEDA DUBLIN CA 94568 OFFICE FULL FIXED
3043429 2939 BROOKSPARK DRIVE CLARK NORTH LAS VEGAS NV 89030 INDUSTRIAL FULL FIXED
3043445 304 CALIFORNIA AVENUE SAN MATEO SOUTH SAN FRANCISCO CA 94080 MIXED USE FULL ARM
3043460 27403 INDUSTRIAL BOULEVAR ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3043494 25012 104TH AVENUE SE KING KENT WA 98031 MIXED USE FULL FIXED
3043510 3925 SOUTH GRANT STREET CLARK WASHOUGAL WA 98671 INDUSTRIAL FULL FIXED
3043619 1700 NW 56TH KING SEATTLE WA 98107 OFFICE FULL ARM
3043684 13110 NE 177TH PLACE KING WOODINVILLE WA 98072 RETAIL FULL FIXED
3043700 7720 SE 27TH STREET KING MERCER ISLAND WA 98040 OFFICE FULL FIXED
3043726 28436 132ND AVENUE S E KING KENT WA 98042 SPECIAL PURPOSE FULL FIXED
3043767 711 EAST STATE ROUTE 902 SPOKANE MEDICAL LAKE WA 99022 MINI-STORAGE FULL FIXED
3043841 1815 N W HIGHWAY 101 LINCOLN LINCOLN CITY OR 97367 OFFICE NONE FIXED
3044054 16120 CAPUTO DRIVE SANTA CLARA MORGAN HILL CA 95120 INDUSTRIAL FULL FIXED
3044070 3540 GRAND AVENUE ALAMEDA OAKLAND CA 94610 MIXED USE FULL ARM
3044088 2155 YALE WAY WASHOE RENO NV 89502 MIXED USE FULL FIXED
3044096 680 CAPP STREET SAN FRANCISCO SAN FRANCISCO CA 94110 MULTIFAMILY FULL ARM
3044112 777 PANTHER DRIVE WASHOE RENO NV 89506 MINI-STORAGE FULL FIXED
3044138 26781 HOBIE CIRCLE RIVERSIDE MURRIETA CA 92562 INDUSTRIAL FULL FIXED
3044468 2830 FERRY STREET S. W. LINN ALBANY OR 97321 INDUSTRIAL FULL FIXED
3044476 4060 W OQUENDO RD CLARK LAS VEGAS NV 89118 INDUSTRIAL FULL FIXED
3044484 4141 W OQUENDO ROAD CLARK LAS VEGAS NV 89118 MIXED USE FULL FIXED
3044492 8141 CENTER STREET SAN DIEGO LA MESA CA 91942 INDUSTRIAL FULL ARM
3044518 1345 WEST 166TH STREET LOS ANGELES GARDENA CA 90247 INDUSTRIAL FULL FIXED
3044534 1029 ELDEN AVENUE LOS ANGELES LOS ANGELES CA 90006 MULTIFAMILY FULL FIXED
3044633 1698 MEADOWOOD LANE WASHOE RENO NV 89502 OFFICE FULL ARM
3044666 7910 SEPULVEDA BOULEVARD LOS ANGELES VAN NUYS CA 91405 INDUSTRIAL FULL FIXED
3044724 700 SE CLAY STREET MULTNOMAH PORTLAND OR 97214 INDUSTRIAL FULL ARM
3044757 2126 HASTE STREET ALAMEDA BERKELEY CA 94704 OFFICE FULL FIXED
3044765 225 INDUSTRIAL STREET SAN FRANCISCO SAN FRANCISCO CA 94124 INDUSTRIAL FULL FIXED
3044872 6614 COLDWATER CANYON AVE LOS ANGELES NORTH HOLLYWOOD CA 91606 MULTIFAMILY FULL ARM
3044922 3874 SILVESTRI LANE CLARK LAS VEGAS NV 89120 INDUSTRIAL FULL ARM
3044989 6060 ENTERPRISE DRIVE EL DORADO DIAMOND SPRINGS CA 95619 MIXED USE FULL FIXED
3045002 9475 NICOLA TESLA CT SAN DIEGO SAN DIEGO CA 92173 INDUSTRIAL FULL FIXED
3045028 5350 EAST BEVERLY BLVD LOS ANGELES LOS ANGELES CA 90022 OFFICE FULL FIXED
3045036 398 EAST SANTA CLARA ST SANTA CLARA SAN JOSE CA 95113 OFFICE FULL FIXED
3045127 200 PARK AVENUE SUTTER YUBA CITY CA 95991 MULTIFAMILY FULL ARM
3045291 1007 EAST OCEAN BLVD LOS ANGELES LONG BEACH CA 90802 MULTIFAMILY FULL FIXED
3045317 17447 VANOWEN STREET LOS ANGELES LOS ANGELES CA 91406 MULTIFAMILY FULL FIXED
3045325 4700 TELLER AVENUE ORANGE NEWPORT BEACH CA 92660 OFFICE FULL FIXED
3045341 1849 COMMERCE CENTER EAST SAN BERNARDINO SAN BERNARDINO CA CA 92408 OFFICE FULL FIXED
3045390 3160 & 3210 KERNER BLVD MARIN SAN RAFAEL CA 94901 INDUSTRIAL FULL ARM
3045416 1793-95 13TH STREET MARION SALEM OR 97302 OFFICE FULL FIXED
3045432 4201 SOUTH MARKET COURT SACRAMENTO SACRAMENTO CA 95834 INDUSTRIAL FULL FIXED
3045457 16520 ASTON STREET ORANGE IRVINE CA CA 92714 OFFICE FULL FIXED
3045465 1026 MAGNOLIA AVENUE LOS ANGELES GARDENA CA 90241 MULTIFAMILY FULL ARM
3045481 21 & 45 PARR BOULEVARD CONTRA COSTA RICHMOND CA 94801 INDUSTRIAL FULL FIXED
3045499 1877 KEYSTONE COURT SHASTA REDDING CA 96003 INDUSTRIAL FULL FIXED
3045614 5210 LAKE WASHINGTON BLVD KING KIRKLAND WA 98033 MULTIFAMILY FULL FIXED
3045671 22007 MERIDIAN AVENUE EAST PIERCE GRAHAM WA 98338 RETAIL FULL ARM
3045770 2900 CANYON ROAD KITTITAS ELLENSBURG WA 98926 MOBILE HOME FULL FIXED
3045879 202 JARVIS STREET SITKA SITKA AK 99835 INDUSTRIAL FULL FIXED
3045945 2647 WEST GLENDALE AVENUE MARICOPA PHOENIX AZ 85051 RETAIL FULL ARM
3046018 6340 NORTH 16TH STREET MARICOPA PHOENIX AZ 85020 MULTIFAMILY FULL ARM
3046034 3900 N.MISSISSIPPI AVE MULTNOMAH PORTLAND OR 97227 INDUSTRIAL FULL FIXED
3046042 725 EAST GARFIELD AVENUE LOS ANGELES GLENDALE CA 91205 MULTIFAMILY FULL FIXED
3046083 6110 NORTH 7TH STREET MARICOPA PHOENIX AZ 85014 MULTIFAMILY FULL ARM
3046091 32 EAST RUTH AVENUE MARICOPA PHOENIX AZ 85020 MULTIFAMILY FULL ARM
3046158 150 WEST MAIN STREET DENTON LEWISVILLE TX 75057 MIXED USE FULL FIXED
3046174 2123/ WEST BONANZA CLARK LAS VEGAS NV 89106 MIXED USE FULL FIXED
3046190 463 SOUTH PARK BLVD MALHEUR ONTARIO OR 97914 MIXED USE FULL FIXED
3046216 2980 SOUTH RAINBOW BLVD CLARK LAS VEGAS NV 89102 OFFICE FULL FIXED
3046224 8641 N 79TH AVENUE MARICOPA PEORIA AZ 85345 MIXED USE FULL FIXED
3046307 3650 SOUTH EASTERN AVENUE CLARK LAS VEGAS NV 89109 OFFICE FULL FIXED
3046331 708 NORTH CENTER STREET WASHOE RENO NV 89501 OFFICE FULL FIXED
3046349 4215 SE KING ROAD CLACKAMAS MILWAUKIE OR 97222 OFFICE FULL FIXED
3046356 2295 MARKET STREET WASHOE RENO NV 89502 RETAIL FULL FIXED
3046448 343 MAIN STREET LOS ANGELES EL SEGUNDO CA 90245 OFFICE FULL FIXED
3046455 5100 MARLBOROUGH DRIVE SAN DIEGO SAN DIEGO CA 92116 OFFICE FULL FIXED
3046471 8575 WASHINGTON BOULEVARD LOS ANGELES CULVER CITY CA 90232 RETAIL FULL FIXED
3046489 622 S. VINEWOOD STREET SAN DIEGO ESCONDIDO CA 92029 INDUSTRIAL FULL FIXED
3046497 63255 JAMISON STREET DESCHUTES BEND OR 97701 SPECIAL PURPOSE FULL ARM
3046547 12100 AMARGOSA ROAD SAN BERNARDINO VICTORVILLE CA 92392 RESTAURANT FULL FIXED
3046588 7941-7943 MILTON AVENUE LOS ANGELES WHITTIER CA 90602 MULTIFAMILY FULL FIXED
3046596 301 BLAIR AVENUE IMPERIAL CALEXICO CA 92231 MULTIFAMILY FULL FIXED
3046646 18045 CRENSHAW BLVD LOS ANGELES TORRANCE CA 90504 OFFICE FULL ARM
3046679 2215 NORTH FRESNO STREET FRESNO FRESNO CA 93703 OFFICE FULL FIXED
3046687 2761 LAGUNA CANYON ROAD ORANGE LAGUNA BEACH CA 92651 OFFICE FULL ARM
3046695 3480 CAVARETTA CT CLARK LAS VEGAS NV 89103 INDUSTRIAL FULL FIXED
3046760 1804-14 SOUTH HARWOOD DALLAS DALLAS TX 75215 INDUSTRIAL FULL FIXED
3046794 2801-2803 YGNACIO VALLEY RD CONTRA COSTA WALNUT CREEK CA 94598 OFFICE FULL FIXED
3046828 7801-7813 SUNSET BLVD LOS ANGELES LOS ANGELES CA 90046 OFFICE FULL FIXED
3046836 425 SOUTH E STREET SONOMA SANTA ROSA CA 95404 OFFICE FULL FIXED
3046950 1041 ROSS STREET ORANGE SANTA ANA CA 92706 MULTIFAMILY FULL FIXED
3046968 107 AND 161 N HWY 288 BRAZORIA CLUTE TX 77531 RETAIL FULL FIXED
3046976 2205-09 EAST RIVERSIDE DR TRAVIS AUSTIN TX 78752 RETAIL FULL FIXED
3046992 204-214 DORE STREET SAN FRANCISCO SAN FRANCISCO CA 94103 MULTIFAMILY FULL FIXED
3047057 4920 CAMPUS DRIVE ORANGE NEWPORT BEACH CA 92660 OFFICE FULL FIXED
3047065 1230 CALLE SUERTE VENTURA CAMARILLO CA 93012 INDUSTRIAL FULL ARM
3047073 1048 NORTH LAKE STREET LOS ANGELES BURBANK CA 91502 INDUSTRIAL FULL FIXED
3047081 363 CLEMENTINA SAN FRANCISCO SAN FRANCISCO CA 94103 INDUSTRIAL FULL FIXED
3047222 22724 HAWTHORNE BLVD LOS ANGELES TORRANCE CA 90505 RETAIL FULL FIXED
3047230 9121 WEST SUNSET BLVD LOS ANGELES LOS ANGELES CA 90069 OFFICE FULL FIXED
3047255 414 PONTIUS AVE N KING SEATTLE WA 98109 MIXED USE FULL FIXED
3047263 1258 JOHN STREET KING SEATTLE WA 98109 MULTIFAMILY FULL FIXED
3047503 1421 SOUTH DEAN STREET KING SEATTLE WA 98144 MIXED USE FULL FIXED
3047651 7104 NORTH FRESNO STREET FRESNO FRESNO CA 93720 OFFICE FULL FIXED
3047685 155 E RENO AVENUE CLARK LAS VEGAS NV 89119 SPECIAL PURPOSE FULL FIXED
3047800 2110 PINTO LANE CLARK LAS VEGAS NV 89106 OFFICE FULL FIXED
3047818 3913 N HALL STREET DALLAS DALLAS TX 75219 MULTIFAMILY FULL FIXED
3047826 2476- BANCROFT WAY ALAMEDA BERKELEY CA 94704 RETAIL FULL FIXED
3047834 476 EAST CAMPBELL AVENUE SANTA CLARA CAMPBELL CA 95008 OFFICE FULL FIXED
3047842 3308 WEST WARNER AVENUE ORANGE SANTA ANA CA 92704 INDUSTRIAL FULL FIXED
3047859 4490 PIEDMONT AVENUE ALAMEDA OAKLAND CA 94811 OFFICE FULL FIXED
3047867 239-243 WEST 2ND STREET BUTTE CHICO CA 95928 MIXED USE FULL FIXED
3047875 2380 NW MARTIN LUTHER KING BENTON CORVALLIS OR 97330 OFFICE FULL FIXED
3047883 4506 CUTTER STREET LOS ANGELES LOS ANGELES CA 90039 INDUSTRIAL FULL FIXED
3047891 1305 SE MARTIN LUTHER KING MULTNOMAH PORTLAND OR 97214 INDUSTRIAL FULL FIXED
3047909 45060 UKIAH STREET MENDOCINO MENDOCINO CA 95460 MIXED USE FULL FIXED
3047917 8465 OLD REDWOOD HWY SONOMA WINDSOR CA 95492 RETAIL FULL FIXED
3047933 4067 CORY STREET SANTA CRUZ SOQUEL CA 95073 OFFICE FULL ARM
3047941 745 NORTH WHITMALL HWY LOS ANGELES BURBANK CA 91505 OFFICE FULL FIXED
3047958 1645 OLD COUNTRY ROAD SAN MATEO SAN CARLOS CA 94070 INDUSTRIAL FULL FIXED
3047966 10720 THORNMINT RD SAN DIEGO SAN DIEGO CA 92127 INDUSTRIAL FULL FIXED
3047974 6850 VINELAND AVENUE LOS ANGELES NORTH HOLLYWOOD CA 91605 INDUSTRIAL FULL ARM
3047982 16615 LARK AVENUE SANTA CLARA LOS GATOS CA 95030 OFFICE FULL FIXED
3048022 980 S BASCOM AVENUE SANTA CLARA SAN JOSE CA 95128 RETAIL FULL FIXED
3048048 232 COURT STREET WASHOE RENO NV 89501 OFFICE FULL FIXED
3048139 408 E. THIRD STREET IMPERIAL CALEXICO CA 92231 OFFICE FULL FIXED
3048170 840 850 JANE STREET VENTURA PORT HUENEME CA 93041 MULTIFAMILY FULL FIXED
3048212 3225 CENTURY CIRCLE DALLAS IRVING TX 75062 INDUSTRIAL FULL FIXED
3048295 300-350 PENDLETON WAY ALAMEDA OAKLAND CA 94621 OFFICE FULL ARM
3048337 2250 PARAGON DRIVE SANTA CLARA SAN JOSE CA 95131 INDUSTRIAL FULL FIXED
3048345 2020 NORTH MAIN STREET MONTEREY SALINAS CA 93907 RETAIL FULL FIXED
3048378 3185 MOLINARO STREET SANTA CLARA SANTA CLARA CA 95054 INDUSTRIAL FULL FIXED
3048402 4424 CAHUENGA BOULEVARD LOS ANGELES NORTH HOLLYWOOD CA 91602 MULTIFAMILY FULL ARM
3048410 23510 BERNHARDT STREET ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3048428 1685 INDUSTRIAL WAY WASHOE SPARKS NV 89431 INDUSTRIAL FULL ARM
3048469 ROUTE 2 BOX 535 COOS BANDON OR 97411 MULTIFAMILY FULL FIXED
3048568 1308- 27TH AVENUE NEZ PERCE LEWISTON ID 83501 MULTIFAMILY FULL FIXED
3048592 8412 WEST AVIATION WAY SPOKANE SPOKANE WA 99204 INDUSTRIAL FULL ARM
3048725 13200 S E 240TH STREET KING KENT WA 98042 OFFICE FULL FIXED
3048758 167 FIRST AVENUE NORTH PACIFIC ILWACO WA 98624 OFFICE FULL FIXED
3048766 824 VINEYARD DRIVE BENTON KENNEWICK WA 99336 RETAIL FULL FIXED
3048824 3200 OCCIDENTAL AVENUE SO KING SEATTLE WA 98134 INDUSTRIAL FULL FIXED
3048840 4602 CHENNAULT SNOHOMISH MUKILTED WA 98275 INDUSTRIAL FULL FIXED
3048915 12444 VENTURA BOULEVARD LOS ANGELES STUDIO CITY CA 91604 OFFICE FULL FIXED
3048980 926-936 BRANSTEN ROAD SAN MATEO SAN CARLOS CA 94070 INDUSTRIAL FULL FIXED
3048998 3405 WEST CAHUENGA BLVD LOS ANGELES UNIVERSAL CITY CA 90068 OFFICE FULL FIXED
3049046 3008 CRODDY WAY ORANGE SANTA ANA CA 92704 INDUSTRIAL FULL ARM
3049053 3923 GRAND AVENUE ALAMEDA OAKLAND CA CA 94610 OFFICE FULL FIXED
3049079 1390 HIGHWAY 88 DOUGLAS MINDEN NV 89423 OFFICE FULL FIXED
3049087 4765 EAST BRYSON STREET ORANGE ANAHEIM CA 92807 INDUSTRIAL FULL FIXED
3049095 14214 VENTURA BOULEVARD LOS ANGELES SHERMAN OAKS CA 91423 OFFICE FULL FIXED
3049103 4260 SISK ROAD STANISLAUS MODESTO CA 95356 OFFICE FULL FIXED
3049160 155 RICKENBACKER CIRCLE ALAMEDA LIVERMORE CA 94550 INDUSTRIAL FULL ARM
3049194 11324 POINT EAST DRIVE SACRAMENTO RANCHO CORDOVA CA 95742 INDUSTRIAL FULL FIXED
3049244 421 AMAPOLA LOS ANGELES TORRANCE CA 90501 MIXED USE FULL FIXED
3049293 5900 N LOMBARD MULTNOMAH PORTLAND OR 97203 OFFICE FULL FIXED
3049327 660-664 SOUTH COAST HIGHW ORANGE LAGUNA BEACH CA 92651 MIXED USE FULL FIXED
3049343 11726 FAIR OAKS BOULEVARD SACRAMENTO FAIR OAKS CA 95628 RETAIL FULL ARM
3049368 1275 UNDERWOOD AVENUE SAN FRANCISCO SAN FRANCISCO CA 94124 INDUSTRIAL FULL FIXED
3049376 632 WEST FLORES STREET PIMA TUCSON AZ 85705 INDUSTRIAL FULL FIXED
3049384 2000 APPIAN WAY CONTRA COSTA PINOLE CA 94564 OFFICE FULL FIXED
3049392 495 EAST INDUSTRIAL ROAD SAN BERNARDINO SAN BERNARDINO CA 92408 INDUSTRIAL FULL FIXED
3049459 960 SOUTH OXFORD AVENUE LOS ANGELES LOS ANGELES CA 90006 MULTIFAMILY FULL ARM
3049673 3220 KURTZ STREET SAN DIEGO SAN DIEGO CA 92110 INDUSTRIAL FULL FIXED
3049681 9129 LURLINE AVENUE LOS ANGELES CHATSWORTH CA 91311 INDUSTRIAL FULL FIXED
3049723 260 CIMINO STREET SANTA CLARA SAN JOSE CA CA 95125 INDUSTRIAL FULL FIXED
3049731 7305 NE GLISAN MULTNOMAH PORTLAND OR 97213 OFFICE FULL FIXED
3049806 1615 MARIETTA WAY WASHOE SPARKS NV 89481 INDUSTRIAL FULL FIXED
3049889 1038 SHARY CIRCLE CONTRA COSTA CONCORD CA 94561 INDUSTRIAL FULL FIXED
3049897 1070 HAMILTON ROAD LOS ANGELES DUARTE CA 91010 INDUSTRIAL FULL FIXED
3049905 727 SOUTH FLOWER STREET LOS ANGELES BURBANK CA 91502 INDUSTRIAL FULL FIXED
3049913 2804 MCCONE AVENUE ALAMEDA HAYWARD CA 94594 INDUSTRIAL FULL FIXED
3049921 401 &405 NORTH LA CADENA SAN BERNARDINO COLTON CA 92324 MIXED USE FULL FIXED
3049947 859 JUNE STREET LOS ANGELES LOS ANGELES CA 90038 MULTIFAMILY FULL FIXED
3049954 13530 BYRON HIGHWAY CONTRA COSTA BYRON CA 94514 RETAIL FULL FIXED
3049970 560 SOUTH JEFFERSON STREE ORANGE PLACENTIA CA 92870 INDUSTRIAL FULL FIXED
3049988 2501-2503 VENTURA BLVD. VENTURA CAMARILLO CA 93010 RESTAURANT FULL FIXED
3049996 499 CHESTNUT MENDOCINO FT BRAGG CA 95437 OFFICE FULL FIXED
3050010 5455 BELLINGHAM AVENUE LOS ANGELES NORTH HOLLYWOOD CA 91607 MULTIFAMILY FULL ARM
3050028 1150 EAST ORANGETHORPE AV ORANGE PLACENTIA CA 92870 OFFICE FULL FIXED
3050077 8581 KIEFFER BOULEVARD SACRAMENTO SACRAMENTO CA 95826 INDUSTRIAL FULL FIXED
3050085 1416 SE 8TH AVENUE MULTNOMAH PORTLAND OR 97214 INDUSTRIAL FULL FIXED
3050093 9520 PATHWAY STREET SAN DIEGO SANTEE CA 92071 INDUSTRIAL FULL FIXED
3050101 5204 WESLEY STREET HUNT GREENVILLE TX 75402 OFFICE FULL ARM
3050119 911-915 HILBY AVENUE MONTEREY SEASIDE CA 93955 OFFICE FULL FIXED
3050127 5645 EAST CLINTON AVENUE FRESNO FRESNO CA 93727 INDUSTRIAL FULL FIXED
3050143 853 ALMA STREET SANTA CLARA PALO ALTO CA 94301 OFFICE FULL ARM
3050168 2930 SHATTUCK AVENUE ALAMEDA BERKELEY CA 94705 MIXED USE FULL FIXED
3050176 30537 SAN ANTONIO ALAMEDA HAYWARD CA 94544 INDUSTRIAL FULL FIXED
3050192 18100 MT. WASHINGTON STRE ORANGE FOUNTAIN VALLEY CA 92708 INDUSTRIAL FULL FIXED
3050200 969 LAUREL STREET SAN MATEO SAN CARLOS CA 94070 RETAIL FULL FIXED
3050218 11 WEST DEL MAR BOULEVARD LOS ANGELES PASADENA CA 91105 OFFICE FULL FIXED
3050226 6941 HIGHWAY 9 SANTA CRUZ FELTON CA 95018 MIXED USE FULL FIXED
3050234 12328 SOUTH STREET LOS ANGELES ARTESIA CA 90701 OFFICE FULL FIXED
3050242 14543 DELANO STREET LOS ANGELES VAN NUYS CA 91411 RETAIL FULL FIXED
3050259 4902 HAYTER AVE LOS ANGELES LAKEWOOD CA 90712 MULTIFAMILY FULL FIXED
3050283 1736 FITZGERALD AVENUE SAN FRANCISCO SAN FRANCISCO CA 94124 INDUSTRIAL FULL FIXED
3050309 14 JOURNEY ORANGE ALISO VIEJO CA 92656 INDUSTRIAL FULL FIXED
3050317 645 WEST LINE STREET INYO BISHOP CA 93514 OFFICE FULL FIXED
3050333 7909 RESEDA AVENUE LOS ANGELES RESEDA CA 91325 MULTIFAMILY FULL FIXED
3050341 2372 SOUTH TAYLOR FRESNO FRESNO CA 93706 INDUSTRIAL FULL FIXED
3050358 1714 16TH STREET ALAMEDA OAKLAND CA 94607 INDUSTRIAL FULL ARM
3050366 3071 CEENA COURT ORANGE ANAHEIM CA 92806 INDUSTRIAL FULL FIXED
3050374 990 CALLE AMANECER ORANGE SAN CLEMENTE CA 92673 INDUSTRIAL FULL FIXED
3050440 2619 W EDINGER ST ORANGE SANTA ANA CA 92704 RETAIL FULL FIXED
3050457 623 W STADUIM LANE SACRAMENTO SACRAMENTO CA 95834 INDUSTRIAL FULL FIXED
3050465 414 SALEM STREET BUTTE CHICO CA 95928 OFFICE FULL FIXED
3050473 46 WATER STREET CLARK HENDERSON NV 89015 RETAIL FULL FIXED
3050481 347 NORTH NELLIS BLVD CLARK LAS VEGAS NV 89110 RETAIL FULL FIXED
3050499 1590 LA PRADERA DR SANTA CLARA CAMPBELL CA 98008 OFFICE FULL FIXED
3050515 85 SALE LANE TEHAMA RED BLUFF CA 96080 OFFICE FULL FIXED
3050549 1471 15TH STREET SAN FRANCISCO SAN FRANCISCO CA CA 94103 MULTIFAMILY FULL FIXED
3050614 1494 GLADING CT SANTA CLARA MILPITAS CA 95053 MIXED USE FULL FIXED
3050622 1533 SHATTUCK AVENUE ALAMEDA BERKELEY CA 94709 OFFICE FULL FIXED
3050630 121 NORTH SULLIVAN STREET ORANGE SANTA ANA CA 92703 INDUSTRIAL FULL FIXED
3050648 5217-5251 VERDUGO WAY VENTURA CAMARILLO CA 93012 INDUSTRIAL FULL FIXED
3050655 1115 AVENIDA ACASO VENTURA CAMARILLO CA 93012 INDUSTRIAL FULL FIXED
3050705 1990 STONE AVENUE SANTA CLARA SAN JOSE CA 95125 INDUSTRIAL FULL FIXED
3050713 235 OLD COUNTY ROAD SAN MATEO SAN CARLOS CA 94070 INDUSTRIAL FULL FIXED
3050721 1101 SOUTHWEST MAIN ST MULTNOMAH PORTLAND OR 97205 RETAIL FULL FIXED
3050739 4671 ACACIA STREET LOS ANGELES BELL CA 90201 MULTIFAMILY FULL FIXED
3050754 265 LUCAS AVENUE LOS ANGELES LOS ANGELES CA 90026 MULTIFAMILY FULL FIXED
3050762 1800 EAST COLORADO BLVD LOS ANGELES PASADENA CA 91106 RETAIL FULL FIXED
3050796 5745 E FOUNTAIN WAY FRESNO FRESNO CA 93727 INDUSTRIAL NONE FIXED
3050804 2963 N. SUNNYSIDE STREET FRESNO FRESNO CA 93727 INDUSTRIAL FULL FIXED
3050812 5432 PRODUCTION DRIVE ORANGE HUNTINGTON BEACH CA 92649 INDUSTRIAL FULL FIXED
3050820 5595 CORPORATE DRIVE ORANGE CYPRESS CA 90630 INDUSTRIAL FULL FIXED
3050853 300 WEST COLORADO BLVD LOS ANGELES PASADENA CA 91105 OFFICE FULL FIXED
3050861 1034 12TH STREET STANISLAUS MODESTO CA 95353 OFFICE FULL FIXED
3050879 401 AMAPOLA AVENUE LOS ANGELES TORRANCE CA CA 90501 OFFICE FULL FIXED
3051182 3010 EAST CACTUS MARICOPA PHOENIX AZ 85032 OFFICE FULL FIXED
3051448 3902 AUBURN WAY NORTH KING AUBURN WA 98002 INDUSTRIAL FULL FIXED
3051489 10150 NE 64TH STREET KING KIRKLAND WA 98033 MULTIFAMILY FULL ARM
3051737 5245 EAST THOMAS ROAD MARICOPA PHOENIX AZ 85018 MULTIFAMILY FULL FIXED
3052289 3303 E INDIAN SCHOOL ROAD MARICOPA PHOENIX AZ 85018 OFFICE FULL FIXED
3052479 2525 WEST CHARLESTON BLVD CLARK LAS VEGAS NV 89102 OFFICE FULL FIXED
3052503 3780 RECYCLE ROAD SACRAMENTO RANCHO CORDOVA CA 95742 INDUSTRIAL FULL FIXED
3052511 5051 CALMVIEW AVENUE LOS ANGELES BALDWIN PARK CA 91706 INDUSTRIAL FULL FIXED
3052545 901 F STREET SACRAMENTO SACRAMENTO CA 95814 OFFICE FULL FIXED
3052552 2621 EL CAMINO REAL SANTA CLARA SANTA CLARA CA 95051 RETAIL FULL FIXED
3052578 33 NORTH FIRST STREET JACKSON ASHLAND OR 97520 OFFICE FULL FIXED
3052586 1802 & 1808 EL CAMINO REA SAN MATEO REDWOOD CITY CA 94061 RETAIL FULL FIXED
3052594 3607 WEST SUNSET BLVD LOS ANGELES LOS ANGELES CA 90026 RETAIL FULL FIXED
3052602 141 WILSON AVENUE SAN MATEO REDWOOD CITY CA 94063 INDUSTRIAL FULL FIXED
3052610 215 FOREST AVENUE MONTEREY PACIFIC GROVE CA 93950 RETAIL FULL FIXED
3052628 286 RICKENBACKER AVE ALAMEDA LIVERMORE CA 94550 INDUSTRIAL FULL FIXED
3052636 15825 CONCORD CIRCLE SANTA CLARA MORGAN HILL CA 95037 INDUSTRIAL FULL FIXED
3052644 1400-20 LANDER AVENUE STANISLAUS TURLOCK CA 95380 INDUSTRIAL FULL FIXED
3052651 619 SAN PABLO AVE ALAMEDA ALBANY CA 94706 RETAIL FULL FIXED
3052669 5245 BAKMAN AVENUE LOS ANGELES NORTH HOLLYWOOD CA 91601 MULTIFAMILY FULL FIXED
3052677 462 N ROBERTSON BLVD LOS ANGELES WEST HOLLYWOOD CA 90048 RETAIL FULL FIXED
3052701 129-133 LAUREL ST SAN MATEO SAN CARLOS CA 94070 OFFICE FULL FIXED
3052727 8859 W. PICO BLVD. LOS ANGELES LOS ANGELES CA 90035 RETAIL FULL FIXED
3052735 926-930 B STREET MARIN SAN RAFAEL CA 94901 RETAIL FULL FIXED
3052743 2525 RAILROAD AVE CONTRA COSTA PITTSBURG CA 94565 OFFICE FULL FIXED
3052750 2942 BROOKS AVENUE CLARK NORTH LAS VEGAS NV 89030 INDUSTRIAL FULL FIXED
3052768 1201 N BERENDO ST. LOS ANGELES LOS ANGELES CA 90029 MULTIFAMILY FULL FIXED
3052776 10642 PARROT AVE LOS ANGELES DOWNEY CA 90241 MULTIFAMILY FULL FIXED
3052784 300 27TH STREET ALAMEDA OAKLAND CA 94612 OFFICE FULL FIXED
3052792 22775 LA PALMA AVENUE ORANGE YORBA LINDA CA 92807 INDUSTRIAL FULL FIXED
3052859 1945 ALPINE WAY ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3052867 2700 EL CAMINO REAL SAN MATEO REDWOOD CITY CA 94061 RETAIL FULL FIXED
3052875 3160 LINCOLN AVE SAN DIEGO SAN DIEGO CA 92104 MULTIFAMILY FULL ARM
3052883 2871 EAST LA CRESTA ORANGE ANAHEIM CA 92806 INDUSTRIAL FULL FIXED
3052891 2212 SO LAKE TAHOE BLVD EL DORADO SO LAKE TAHOE CA 96150 MIXED USE FULL FIXED
3052909 1200 DODSON WAY RIVERSIDE RIVERSIDE CA 92507 INDUSTRIAL FULL FIXED
3052917 14159 GILMORE STREET LOS ANGELES VAN NUYS CA 91401 MULTIFAMILY FULL FIXED
3052925 509 E WALNUT STREET LOS ANGELES PASADENA CA 91101 RETAIL FULL FIXED
3052933 1770 WORKMAN STREET LOS ANGELES LOS ANGELES CA 90063 INDUSTRIAL FULL FIXED
3052990 3300 BUSINESS DRIVE SACRAMENTO SACRAMENTO CA 95820 INDUSTRIAL FULL FIXED
3053006 6249 SANTA MONICA BLVD LOS ANGELES LOS ANGELES CA 90038 RETAIL FULL FIXED
3053014 3209 E JOHN CARPENTER FRW DALLAS IRVING TX 75062 MIXED USE FULL FIXED
3053030 265 E STREET SAN DIEGO CHULA VISTA CA 91910 OFFICE FULL FIXED
3053048 176 GILMAN AVE. SANTA CLARA CAMPBELL CA 95008 INDUSTRIAL FULL FIXED
3053063 10323 SANTA MONICA BLVD LOS ANGELES LOS ANGELES CA 90025 OFFICE FULL ARM
3053071 11840 GORHAM AVE LOS ANGELES LOS ANGELES CA 90049 MULTIFAMILY FULL FIXED
3053089 1468 W 178TH ST LOS ANGELES GARDENA CA 90248 INDUSTRIAL FULL FIXED
3053097 23196 CONNECTICUT STREET ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3053147 26999 INDUSTRIAL BLVD ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3053196 26824 VISTA TERRACE ORANGE EL TORO CA 92630 INDUSTRIAL FULL FIXED
3053212 3755 WATSEKA AVENUE LOS ANGELES LOS ANGELES CA 90034 MULTIFAMILY FULL FIXED
3053220 1212 FOURTH ST. SONOMA SANTA ROSA CA 95404 OFFICE FULL FIXED
3053246 9957-65 SW ARTIC DR WASHINGTON BEAVERTON OR 97005 INDUSTRIAL FULL FIXED
3053279 12456 VENTURA BLVD LOS ANGELES STUDIO CITY CA 91604 MIXED USE FULL FIXED
3053287 4901 WAREHOUSE WAY SACRAMENTO SACRAMENTO CA 95826 INDUSTRIAL FULL FIXED
3053295 133 W LEMON AVE LOS ANGELES MONROVIA CA 91016 OFFICE FULL FIXED
3053303 1776 W OLIVE AVE TULARE PORTERVILLE CA 93257 MULTIFAMILY FULL FIXED
3053311 2491 BOATMAN AVENUE SACRAMENTO SACRAMENTO CA 95823 INDUSTRIAL FULL FIXED
3053329 4103 SWISS AVENUE DALLAS DALLAS TX 95204 OFFICE FULL ARM
3053345 2660 BAY ROAD SAN MATEO REDWOOD CITY CA 94063 INDUSTRIAL FULL FIXED
3053352 874 N. LOS ROBLES AVE. LOS ANGELES PASADENA CA 91104 MULTIFAMILY FULL FIXED
3053360 1932 AUBURN BOULEVARD SACRAMENTO SACRAMENTO CA CA 95815 INDUSTRIAL FULL FIXED
3053378 22384 FOLEY ST ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3053386 8680 SW TUALATIN-SHERWOOD WASHINGTON TUALATIN OR 97062 RETAIL FULL FIXED
3053409 17719 CHATSWORTH ST LOS ANGELES GRANADA HILLS CA 91344 OFFICE FULL FIXED
3053428 11273 WHITEROCK RD SACRAMENTO RANCHO CORDOVA CA 95670 RETAIL FULL FIXED
3053436 239 UTAH AVE SAN MATEO SO SAN FRANCISCO CA 94080 INDUSTRIAL FULL FIXED
3053444 1900 OAKDALE AVE SAN FRANCISCO SAN FRANCISCO CA 94124 INDUSTRIAL FULL FIXED
3053477 570 JESSIE STREET SAN FRANCISCO SAN FRANCISCO CA 94103 INDUSTRIAL FULL FIXED
3053493 7418 CANBY AVENUE LOS ANGELES RESEDA CA 91335 MULTIFAMILY FULL FIXED
3053501 382-422 WEST RAMONA BLVD VENTURA VENTURA CA 93032 MULTIFAMILY FULL FIXED
3053535 525 FULTON AVE SACRAMENTO SACRAMENTO CA 95825 RETAIL FULL FIXED
3053543 11285 SUNCO DRIVE SACRAMENTO RANCHO CORDOVA CA 95742 INDUSTRIAL FULL FIXED
3053550 13385 ESTELLE STREET RIVERSIDE CORONA CA 91719 INDUSTRIAL FULL FIXED
3053568 11625 S W 5TH AVENUE WASHINGTON BEAVERTON OR 97005 MULTIFAMILY FULL FIXED
3053576 2327 CEDAR LOS ANGELES LONG BEACH CA 90806 MULTIFAMILY FULL FIXED
3053584 2075 DE LA CRUZ BLVD SANTA CLARA SANTA CLARA CA 95050 OFFICE FULL ARM
3053592 1301 FARMER'S LANE SONOMA SANTA ROSA CA 95405 OFFICE FULL FIXED
3053618 1115 MISSION STREET SANTA CRUZ SANTA CRUZ CA 95060 OFFICE FULL FIXED
3053634 909 FULTON MALL FRESNO FRESNO CA 93721 RETAIL FULL FIXED
3053642 718 AMAPOLA AVE LOS ANGELES TORRANCE CA 90501 MULTIFAMILY FULL ARM
3053667 504 S STATE COLLEGE BLVD ORANGE ANAHEIM CA 92806 RETAIL FULL FIXED
3053675 14412 FRIAR ST LOS ANGELES VAN NUYS CA 91401 OFFICE FULL FIXED
3053683 549-555 NO. OLIVE STREET ORANGE ORANGE CA 92867 MULTIFAMILY FULL FIXED
3053907 6001 204TH STREET SW SNOHOMISH LYNWOOD WA 98036 MULTIFAMILY FULL FIXED
3054210 338-340 W NICKERSON STREET KING SEATTLE WA 98119 INDUSTRIAL FULL ARM
3054236 1302-1348 9TH STREET S PIERCE PUYALLUP WA 98372 MULTIFAMILY FULL FIXED
3054368 34617 11TH PLACE SOUTH KING FEDERAL WAY WA 98003 OFFICE FULL FIXED
3054376 18932 66TH AVENUE NE SNOHOMISH ARLINGTON WA 98223 MIXED USE FULL FIXED
3054392 9019 EAST MISSION AVENUE SPOKANE SPOKANE WA 99212 RESTAURANT FULL FIXED
3054459 825 FIFTH AVENUE KING KIRKLAND WA 98033 OFFICE FULL FIXED
3054541 1840 MESQUITE AVENUE ST MOHAVE LAKE HAVASU CITY AZ 86403 OFFICE FULL FIXED
3055266 3620 HAPPY VALLEY ROAD CONTRA COSTA LAFAYETTE CA 94549 OFFICE FULL FIXED
3055282 5611 54TH AVENUE MARICOPA GLENDALE AZ 85301 MIXED USE FULL FIXED
3055290 2612 W TOWNLEY MARICOPA PHOENIX AZ 85021 MIXED USE FULL FIXED
3055332 2538 NORTH COUNTRY CLUB R PIMA TUCSON AZ 85716 MIXED USE FULL FIXED
3055373 2770 NORTH ORACLE ROAD PIMA TUCSON AZ 85705 RETAIL FULL FIXED
3055407 17035 NORTH 67TH AVENUE MARICOPA GLENDALE AZ 85308 RETAIL FULL FIXED
3055423 546 NORTH VINEYARD MARICOPA MESA AZ 85201 OFFICE FULL FIXED
3055431 101 NORTH 7TH STREET COCHISE SIERRA VISTA AZ 85635 MULTIFAMILY FULL FIXED
3055571 2242 S MCCLINTOCK DRIVE MARICOPA TEMPE AZ 85282 MIXED USE FULL FIXED
3055597 1102-06 NORTH ANITA AVENU PIMA TUCSON AZ 85705 INDUSTRIAL FULL FIXED
3055605 453, 485 SOUTH MAIN AVE PIMA TUCSON AZ 85701 OFFICE FULL FIXED
3055704 1146 HIGHWAY 89-A COCONINO SEDONA AZ 86336 MIXED USE FULL FIXED
3055829 3427 E BLACKLIDGE DRIVE PIMA TUCSON AZ 85716 MULTIFAMILY FULL FIXED
3055910 321 WEST ACEQUIA STREET TULARE VISALIA CA 93291 OFFICE FULL ARM
3055928 13625 NORTH 19TH AVENUE MARICOPA PHOENIX AZ 85029 OFFICE FULL FIXED
3055969 6847 E. THOMAS ROAD MARICOPA SCOTTSDALE AZ 85251 OFFICE FULL FIXED
3056009 1330B NORTH RIM DRIVE COCONINO FLAGSTAFF AZ 86001 OFFICE FULL FIXED
3056017 1980 E HUNTINGTON DRIVE COCONINO FLAGSTAFF AZ 86004 INDUSTRIAL FULL FIXED
3056199 4141 WEST CLARENDON AVE MARICOPA PHOENIX AZ 85019 INDUSTRIAL FULL FIXED
3056223 2626 NORTH 29TH AVENUE MARICOPA PHOENIX AZ 85009 OFFICE FULL FIXED
3056306 1091 NORTH 8TH PLACE PINAL COOLIDGE AZ 85228 MULTIFAMILY FULL FIXED
3057072 1824 12TH AVENUE KING SEATTLE WA 98122 OFFICE FULL FIXED
3057155 55 INTERNATIONAL WAY COWLITZ LONGVIEW WA 98632 INDUSTRIAL FULL FIXED
3057197 12404-08 SE 38TH STREET KING BELLEVUE WA 98006 RETAIL FULL FIXED
3057247 3802 & 3810 AUBURN WAY NO KING AUBURN WA 98002 INDUSTRIAL FULL FIXED
3057254 5220 176TH STREET SOUTHWEST SNOHOMISH LYNNWOOD WA 98036 MOBILE HOME FULL FIXED
3057270 12202 NE 124TH STREET KING KIRKLAND WA 98033 HOTEL/MOTEL FULL ARM
3057304 3310 HILL AVENUE SNOHOMISH EVERETT WA 98201 INDUSTRIAL FULL FIXED
3057460 545 MAIN STREET SNOHOMISH EDMONDS WA 98020 OFFICE FULL FIXED
3057502 308 NORTHEAST 72ND STREET KING SEATTLE WA 98115 MIXED USE FULL FIXED
3057619 1021 SOUTH 40TH AVENUE #7 YAKIMA YAKIMA WA 98908 OFFICE FULL FIXED
3057635 640 SOUTH CENTRAL AVENUE KING KENT WA 98032 INDUSTRIAL FULL FIXED
3057692 17524 131ST AVENUE NORTHE KING WOODINVILLE WA 98072 RETAIL FULL FIXED
3057726 133 SOUTHWEST NORMANDY RD KING SEATTLE WA WA 98166 MULTIFAMILY FULL FIXED
3057734 2401 MERIDIAN SOUTH PIERCE PUYALLUP WA 98373 OFFICE FULL FIXED
3057742 859 8TH AVENUE COWLITZ LONGVIEW WA 98632 MULTIFAMILY FULL FIXED
3057841 265 HEALDSBURG AVENUE SONOMA HEALDSBURG CA 95448 MIXED USE FULL FIXED
3057858 2309 & 2317 CEDAR LOS ANGELES LONG BEACH CA 90806 MULTIFAMILY FULL FIXED
3057866 639-641 E WALNUT STREET LOS ANGELES CARSON CA 90746 INDUSTRIAL FULL FIXED
3057874 5050 GAYHURST AVE LOS ANGELES BALDWIN PARK CA 91706 INDUSTRIAL FULL FIXED
3057882 801 BOGGS AVENUE ALAMEDA FREMONT CA 94539 INDUSTRIAL FULL FIXED
3057890 175 NORTH K STREET TULARE DINUBA CA 93618 RETAIL FULL FIXED
3057908 4320-4420 PALMACIA DRIVE KERN BAKERSFIELD CA 93307 MULTIFAMILY FULL FIXED
3057916 941 BAL BIJOU EL DORADO SOUTH LAKE TAHOE CA 96150 MULTIFAMILY FULL FIXED
3057924 2160 MARS COURT KERN BAKERSFIELD CA 93308 INDUSTRIAL FULL FIXED
3057940 2748 CAVANAGH COURT ALAMEDA HAYWARD CA 94545 INDUSTRIAL FULL FIXED
3057957 2135 AIRPARK DRIVE SHASTA REDDING CA 96001 OFFICE FULL FIXED
3057965 6356 NORTH FRESNO STREET FRESNO FRESNO CA 93710 OFFICE FULL FIXED
3057981 437 WEST VALENCIA DRIVE ORANGE FULLERTON CA 92832 MULTIFAMILY FULL FIXED
3057999 2533 HONOLULU AVENUE LOS ANGELES MONTROSE CA 91020 MULTIFAMILY FULL FIXED
3058005 4001 SOUTH WESTERN AVENUE LOS ANGELES LOS ANGELES CA 90062 RETAIL FULL FIXED
3058013 2121 SOUTH ANNE STREET ORANGE SANTA ANA CA 92714 MIXED USE FULL FIXED
3058021 1375 EAST TROPICANA BOULE CLARK LAS VEGAS NV 89119 RESTAURANT FULL FIXED
3058039 3655 W DEWEY DRIVE CLARK LAS VEGAS NV 89118 INDUSTRIAL FULL FIXED
3058047 11718 MONTANA AVENUE LOS ANGELES LOS ANGELES CA 90049 MULTIFAMILY FULL FIXED
3058054 3327 N. SAN GABRIEL BOULE LOS ANGELES ROSEMEAD CA 91770 MIXED USE FULL FIXED
3058070 319 MILLER AVE MARIN MILL VALLEY CA 94941 OFFICE FULL ARM
3058088 6041 FULLERTON AVENUE ORANGE BUENA PARK CA 90621 MULTIFAMILY FULL FIXED
3058096 33485 WESTERN AVENUE ALAMEDA UNION CITY CA 94587 INDUSTRIAL FULL FIXED
3058104 2508 Q STREET SACRAMENTO SACRAMENTO CA 95814 MULTIFAMILY FULL FIXED
3058112 17242 BEACH BLVD ORANGE HUNTINGTON BEACH CA 92647 INDUSTRIAL FULL FIXED
3058120 4717 GOLDEN FOOTHILL PKWY EL DORADO EL DORADO HILLS CA 95762 INDUSTRIAL FULL FIXED
3058138 2303 EAST BURNSIDE MULTNOMAH PORTLAND OR 97214 OFFICE FULL FIXED
3058146 5241 CRANER AVE LOS ANGELES NORTH HOLLYWOOD CA 91601 INDUSTRIAL FULL FIXED
3058161 697 VALLE VERDE DRIVE CLARK HENDERSON NV 89014 RESTAURANT FULL FIXED
3058179 2547 GRASS VALLEY HIGHWAY PLACER AUBURN CA 95603 RETAIL FULL FIXED
3058187 424 VERNON STREET PLACER ROSEVILLE CA 95678 OFFICE FULL FIXED
3058211 5468 EAST LAMONA FRESNO FRESNO CA 93727 INDUSTRIAL FULL FIXED
3058229 25 STATES STREET SAN FRANCISCO SAN FRANCISCO CA 94114 MULTIFAMILY FULL FIXED
3058252 349 GRAND AVENUE SAN MATEO SOUTH SAN FRANCISCO CA 94080 RETAIL FULL FIXED
3058260 1295 EVANS AVENUE SAN FRANCISCO SAN FRANCISCO CA 94124 MIXED USE FULL FIXED
3058278 420 SOUTH COUNTRY CLUB DR MARICOPA MESA AZ 95201 INDUSTRIAL FULL FIXED
3058286 3290 TRADE CENTER DRIVE RIVERSIDE RIVERSIDE CA 91122 INDUSTRIAL FULL FIXED
3058294 235 BROOKS AVE CLARK NORTH LAS VEGAS NV 89030 INDUSTRIAL FULL FIXED
3058302 127 MAIN STREET SAN MATEO HALF MOON BAY CA 94019 INDUSTRIAL FULL FIXED
3058351 1304 EAST MAIN STREET VENTURA VENTURA CA 93003 OFFICE FULL FIXED
3058369 2948 E RUSSELL ROAD CLARK LAS VEGAS NV 89120 OFFICE FULL FIXED
3058377 900 RANCHO LANE CLARK LAS VEGAS NV 89106 MIXED USE FULL FIXED
3058385 16214-16 NORDHOFF STREET LOS ANGELES NORTHRIDGE CA 91343 RETAIL FULL FIXED
3058393 600-624 EL CAJON BLVD. SAN DIEGO EL CAJON CA 92060 RETAIL FULL FIXED
3058401 10680-94 KNOTT AVENUE ORANGE STANTON CA 90680 MULTIFAMILY FULL FIXED
3058419 5136 WHITTIER BOULEVARD LOS ANGELES LOS ANGELES CA 90022 RETAIL FULL FIXED
3058427 1707 SOUTH CATALINA AVE LOS ANGELES REDONDO BEACH CA 90277 RETAIL FULL FIXED
3058443 317 WEST PARK SANTA BARBARA SANTA MARIA CA 93454 MULTIFAMILY FULL FIXED
3058500 4661 W PICO BOULEVARD LOS ANGELES LOS ANGELES CA 90019 OFFICE FULL FIXED
3058518 297 WEST SHAW AVENUE FRESNO CLOVIS CA 93612 RETAIL FULL FIXED
3058526 822 & 826 HAMPTON DRIVE LOS ANGELES VENICE CA 90291 MIXED USE FULL FIXED
3058559 1200 EAST HOUSTON ST BEXAR SAN ANTONIO TX 78205 INDUSTRIAL FULL FIXED
3058567 1333 EAST PIONEER PARKWAY TARRANT ARLINGTON TX 76010 OFFICE FULL FIXED
3058609 17149 CHATSWORTH STREET LOS ANGELES GRANADA HILLS CA 91344 MULTIFAMILY FULL FIXED
3058617 951 LAWSON STREET LOS ANGELES CITY OF INDUSTRY CA 91748 INDUSTRIAL FULL FIXED
3058625 2103 MONTROSE AVENUE LOS ANGELES MONTROSE CA 91021 OFFICE FULL FIXED
3058633 1336 N KENMORE AVENUE LOS ANGELES LOS ANGELES CA 90027 MULTIFAMILY FULL FIXED
3058674 531 LEVEY ROAD FRANKLIN PASCO WA 99301 INDUSTRIAL FULL FIXED
3058682 3230 C STREET ANCHORAGE ANCHORAGE AK 99503 OFFICE FULL FIXED
3060720 218-220 EAST ORANGE GROVE LOS ANGELES BURBANK CA 91502 OFFICE FULL FIXED
3060738 807 BENNETT AVENUE JACKSON MEDFORD OR 97501 MULTIFAMILY FULL FIXED
3060746 1051 GROVE STREET ORANGE ANAHEIM CA 92806 INDUSTRIAL FULL FIXED
3060753 5700 SAN FERNANDO ROAD LOS ANGELES GLENDALE CA 91204 RETAIL FULL FIXED
3060761 7351 MISSION BOULEVARD RIVERSIDE RIVERSIDE CA 92509 RETAIL FULL FIXED
3060787 1205 N E BROADWAY STREET MULTNOMAH PORTLAND OR 97212 INDUSTRIAL FULL FIXED
3060795 4261 MAIN STREET RIVERSIDE RIVERSIDE CA 92501 OFFICE FULL FIXED
3060803 830 GILMAN STREET ALAMEDA BERKELEY CA 94710 RETAIL FULL FIXED
3060852 3135 KASHIWA STREET LOS ANGELES TORRANCE CA 90505 INDUSTRIAL FULL ARM
3060860 707 & N E COUCH MULTNOMAH PORTLAND OR 97232 MIXED USE FULL FIXED
3060878 925-27 CENTER STREET SAN MATEO SAN CARLOS CA 94070 INDUSTRIAL FULL FIXED
3060886 2737 RAYMOND AVENUE LOS ANGELES SIGNAL HILL CA 90806 INDUSTRIAL FULL FIXED
3060894 600 NORTH WINCHESTER BLVD SANTA CLARA SAN JOSE CA 95128 OFFICE FULL FIXED
3060902 4820 WEST UNIVERSITY AVEN CLARK LAS VEGAS NV 89118 INDUSTRIAL FULL FIXED
3060910 1332 SW CUSTER DRIVE MULTNOMAH PORTLAND OR 97219 OFFICE FULL FIXED
3060928 2285 MEYERS AVENUE SAN DIEGO ESCONDIDO CA 92029 INDUSTRIAL FULL FIXED
3060936 12860 SAN FERNANDO ROAD LOS ANGELES SYLMAR CA 91342 INDUSTRIAL FULL ARM
3061017 4906 EAST BURNSIDE STREET MULTNOMAH PORTLAND OR 97215 MULTIFAMILY FULL FIXED
3061025 3601 FRANCIS STREET MULTNOMAH PORTLAND OR OR 97202 MULTIFAMILY FULL FIXED
3061033 1295 S PARK VICTORIA CONTRA COSTA MILPITAS CA 94530 OFFICE FULL ARM
3061058 1604 W 139TH STREET LOS ANGELES GARDENA CA 90249 INDUSTRIAL FULL FIXED
3061066 1603 PRINCE STREET ALAMEDA BERKELEY CA 94703 MULTIFAMILY FULL FIXED
3061090 660 ROSSANLEY DRIVE JACKSON MEDFORD OR 97501 INDUSTRIAL FULL FIXED
3061140 17811-21 MITCHELL AVENUE ORANGE IRVINE CA 92714 INDUSTRIAL FULL FIXED
3061181 1811 CARLETON ALAMEDA BERKELEY CA 94703 MULTIFAMILY FULL FIXED
3061207 3138 CALIFORNIA STREET ALAMEDA BERKELEY CA 94703 MULTIFAMILY FULL FIXED
3061215 1615-17 CARLETON ALAMEDA BERKELEY CA 94703 MULTIFAMILY FULL FIXED
3061223 854 WILLIAMS STREET ALAMEDA SAN LEANDRO CA 94577 INDUSTRIAL FULL FIXED
3061231 1860 EVERGREEN STREET LOS ANGELES DUARTE CA 91010 INDUSTRIAL FULL FIXED
3061249 860 INNES AVENUE SAN FRANCISCO SAN FRANCISCO CA 94124 INDUSTRIAL FULL FIXED
3061298 5400 ATLANTIC COURT VENTURA MOORPARK CA 93021 INDUSTRIAL FULL FIXED
3061306 5540 DOYLE STREET ALAMEDA EMERYVILLE CA 94608 INDUSTRIAL FULL FIXED
3061330 3040 BUSINESS LANE CLARK LAS VEGAS NV 89103 MIXED USE FULL FIXED
3061348 2151/2151B DELAWARE AVE SANTA CRUZ SANTA CRUZ CA 95060 INDUSTRIAL FULL FIXED
3061365 2400 SE ANKENY STREET MULTNOMAH PORTLAND OR 97214 INDUSTRIAL FULL FIXED
3061371 5420 PACIFIC BOULEVARD LOS ANGELES HUNTINGTON PARK CA 90255 MULTIFAMILY FULL FIXED
3061389 313 BROAD STREET NEVADA NEVADA CITY CA 95959 RETAIL FULL FIXED
3061397 11531 SANTA MONICA BLVD LOS ANGELES LOS ANGELES CA 90025 MIXED USE FULL FIXED
3061405 1414 N. MASON STREET MULTNOMAH PORTLAND OR 97217 INDUSTRIAL FULL FIXED
3061413 1320 ROCKERFELLER DRIVE STANISLAUS CERES CA 95307 INDUSTRIAL FULL FIXED
3061421 3020 GLENDALE BOULEVARD LOS ANGELES LOS ANGELES CA 90039 INDUSTRIAL FULL FIXED
3061439 10844 CHANDLER BOULEVARD LOS ANGELES LOS ANGELES CA 91601 INDUSTRIAL FULL FIXED
3061447 24801 RATON DRIVE ORANGE LAKE FOREST CA 92630 OFFICE FULL FIXED
3061462 324 YOLANDA AVENUE SONOMA SANTA ROSA CA 95404 INDUSTRIAL FULL ARM
3061470 1400 LINCOLN AVENUE NAPA CALISTOGA CA 94515 MIXED USE FULL FIXED
3061496 155 NORTH RIVERVIEW DRIVE ORANGE ANAHEIM CA 92808 OFFICE FULL FIXED
3061504 7007 VASSAR AVENUE LOS ANGELES CANOGA PARK CA 91303 MULTIFAMILY FULL ARM
3061512 841 TO 847 DIAMOND STREET SAN DIEGO SAN DIEGO CA 92109 MULTIFAMILY FULL ARM
3061520 2108 SOUTH RURAL ROAD MARICOPA TEMPE AZ 85282 MULTIFAMILY FULL FIXED
3061546 1401 SOUTH WESTMORELAND A LOS ANGELES LOS ANGELES CA 90006 MULTIFAMILY FULL FIXED
3061553 100 PARK AVENUE MONTEREY MONTEREY CA 93940 OFFICE FULL FIXED
3061561 320 SOUTH THIRD STREET SANTA CLARA SAN JOSE CA 95112 OFFICE FULL FIXED
3061595 5905 SMILEY DRIVE LOS ANGELES CULVER CITY CA 90232 INDUSTRIAL FULL FIXED
3061603 2561 OSBORNE AVENUE EL DORADO SOUTH LAKE TAHOE CA 96150 MULTIFAMILY FULL FIXED
3061611 19831 YORBA LINDA BLVD ORANGE YORBA LINDA CA 92686 OFFICE FULL FIXED
3061637 2222 KANSAS RIVERSIDE RIVERSIDE CA 92507 INDUSTRIAL FULL ARM
3061652 427 H STREET HUMBOLDT ARCATA CA 95521 RETAIL FULL FIXED
3061660 5877 RODEO ROAD LOS ANGELES LOS ANGELES CA 90016 INDUSTRIAL FULL FIXED
3061686 1720 EAST LOS ANGELES AVE VENTURA SIMI VALLEY CA 93065 MIXED USE FULL ARM
3061694 10770 ROCKVILLE STREET SAN DIEGO SANTEE CA 92071 INDUSTRIAL FULL FIXED
3061702 34932 CALLE DEL SOL ORANGE CAPISTRANO BEACH CA 92624 OFFICE FULL FIXED
3061751 4665 SCOTTS VALLEY DRIVE SANTA CRUZ SCOTTS VALLEY CA 95066 OFFICE FULL FIXED
3061769 8071 SLATER AVENUE ORANGE HUNTINGTON BEACH CA 92647 OFFICE FULL FIXED
3061777 505-507 S. MYRTLE AVENUE LOS ANGELES MONROVIA CA 91016 OFFICE FULL FIXED
3061785 12210 MICHIGAN AVENUE SAN BERNARDINO GRAND TERRACE CA 92313 INDUSTRIAL FULL ARM
3061801 2205,15,25 NORTH MCCARRAN WASHOE SPARKS NV 89431 OFFICE FULL FIXED
3061819 11795 SW GREENBURG ROAD WASHINGTON TIGARD OR 97223 OFFICE FULL FIXED
3061827 1235-43 ROSLYN LANE SAN DIEGO LA JOLLA CA 92037 MULTIFAMILY FULL FIXED
3061835 1128 EAST SOUTH AVENUE FRESNO FOWLER CA 93625 INDUSTRIAL FULL FIXED
3061843 324-328 EAST FREMONT ST CLARK LAS VEGAS NV 89101 RETAIL FULL FIXED
3061918 2925 SOUTHEAST 50TH AVE MULTNOMAH PORTLAND OR 97206 MULTIFAMILY FULL FIXED
3061926 780 EAST COLLEGE PARKWAY CARSON CITY CARSON CITY NV 89706 OFFICE FULL FIXED
3061942 4895 CAPITOLA ROAD SANTA CRUZ CAPITOLA CA 95010 OFFICE FULL FIXED
3061967 424 NO SAN MATEO DRIVE SAN MATEO SAN MATEO CA 94403 OFFICE FULL FIXED
3061975 1081 CHICAGO STREET SE LINN ALBANY OR 97321 MULTIFAMILY FULL FIXED
3061983 1922 ELISE CIRCLE RIVERSIDE CORONA CA 91719 INDUSTRIAL FULL FIXED
3061991 8155-8159 SEPULVEDA BOULE LOS ANGELES VAN NUYS CA 91402 MULTIFAMILY FULL FIXED
3062049 9060 CEDROS AVENUE LOS ANGELES PANORAMA CITY CA 91733 MULTIFAMILY FULL FIXED
3062064 950 EAST 10TH STREET LOS ANGELES LOS ANGELES CA 90290 INDUSTRIAL FULL FIXED
3062080 574 CORTES MONTEREY MONTEREY CA 93940 OFFICE FULL FIXED
3063021 10978 DONNER PASS ROAD NEVADA TRUCKEE CA 96161 MIXED USE FULL FIXED
3063799 8105 SE POWELL BOULEVARD MULTNOMAH PORTLAND OR 97206 MULTIFAMILY FULL FIXED
3063849 4424 SPRING MOUNTAIN ROAD CLARK LAS VEGAS NV NV 89103 RESTAURANT FULL FIXED
3063856 525 SPICE ISLAND DRIVE WASHOE SPARKS NV 89431 INDUSTRIAL FULL FIXED
3063864 2534 MAGNOLIA STREET ALAMEDA OAKLAND CA 94607 INDUSTRIAL FULL FIXED
3063872 675 BRIDGEWAY MARIN SAUSALITO CA 94965 RETAIL FULL FIXED
3063898 1011 22ND STREET SACRAMENTO SACRAMENTO CA 95816 OFFICE FULL FIXED
3063914 5707 SAN VICENTE BLVD LOS ANGELES LOS ANGELES CA 90036 MULTIFAMILY FULL FIXED
3063922 1550 SHAW ROAD SAN JOAQUIN STOCKTON CA 95215 INDUSTRIAL FULL FIXED
3063948 1618 OHMS WAY ORANGE COSTA MESA CA 92627 INDUSTRIAL FULL FIXED
3063963 2044,50,70 BRYANT STREET SAN FRANCISCO SAN FRANCISCO CA 94110 INDUSTRIAL FULL FIXED
3063971 2090 DUANE AVENUE SANTA CLARA SANTA CLARA CA 95054 INDUSTRIAL FULL FIXED
3063997 10241 COMMERCE AVENUE LOS ANGELES TUJUNGA CA 91042 MULTIFAMILY FULL FIXED
3064003 1544 ARMACOST AVENUE LOS ANGELES WEST LOS ANGELES CA 90025 MULTIFAMILY FULL FIXED
3064011 7325 SOUTHEAST POWELL MULTNOMAH PORTLAND OR 97206 MULTIFAMILY FULL FIXED
3064060 2029 INGALLS STREET SAN FRANCISCO SAN FRANCISCO CA 94124 INDUSTRIAL FULL FIXED
3064078 2020 SOUTH JONES BLVD CLARK LAS VEGAS NV 89102 OFFICE FULL FIXED
3064094 2295 DE LA CRUZ BLVD SANTA CLARA SANTA CLARA CA 95050 OFFICE FULL FIXED
3064102 3278 ALMADEN EXPRESSWAY SANTA CLARA SAN JOSE CA 95118 RETAIL FULL FIXED
3064110 648 NORTH HARVARD BLVD LOS ANGELES LOS ANGELES CA 90004 MULTIFAMILY FULL FIXED
3064128 901 WEST WALNUT STREET LOS ANGELES COMPTON CA 90220 MIXED USE FULL FIXED
3064136 1801 ADAMS AVENUE ALAMEDA SAN LEANDRO CA 94577 INDUSTRIAL FULL FIXED
3064144 1471 ATTEBERRY LANE SANTA CLARA SAN JOSE CA 95131 INDUSTRIAL FULL FIXED
3064151 5675 KIMBALL COURT #G SAN BERNARDINO CHINO CA 91710 INDUSTRIAL FULL FIXED
3064169 1436 INDUSTRIAL WAY DOUGLAS GARDNERVILLE NV 89410 INDUSTRIAL FULL FIXED
3064177 530 AVENUE "U" CLATSOP SEASIDE OR 97138 MULTIFAMILY FULL FIXED
3064185 587 BURNETT AVENUE SAN FRANCISCO SAN FRANCISCO CA 94131 MULTIFAMILY FULL FIXED
3064193 1210 & 1218 MAIN STREET NAPA SAINT HELENA CA 94574 RETAIL FULL FIXED
3064201 2155 LAFAYETTE STREET SANTA CLARA SANTA CLARA CA 95050 INDUSTRIAL FULL FIXED
3064235 5850 HOLLYWOOD BLVD LOS ANGELES HOLLYWOOD CA 90028 OFFICE FULL FIXED
3064268 1320 NORTH RED GUM STREET ORANGE ANAHEIM CA 92806 INDUSTRIAL FULL FIXED
3064276 4592 IMPERIAL SAN DIEGO SAN DIEGO CA 92113 MULTIFAMILY FULL FIXED
3064284 119 VERNON PLACER ROSEVILLE CA 95678 RETAIL FULL FIXED
3064300 825 SONOMA AVENUE SONOMA SANTA ROSA CA 95404 OFFICE FULL FIXED
3064318 412 SUMMIT AVENUE TARRANT ARLINGTON TX 76013 MULTIFAMILY FULL FIXED
3064334 3113 ALHAMBRA DRIVE EL DORADO CAMERON PARK CA 95682 INDUSTRIAL FULL FIXED
3064342 27111 CAMINO DE ESTRELLA ORANGE DANA POINT CA 92624 OFFICE FULL ARM
3064367 1676 FREMONT BOULEVARD MONTEREY SEASIDE CA 93955 OFFICE FULL FIXED
3064375 1239 NOBLITT FRESNO CLOVIS CA 93612 INDUSTRIAL FULL FIXED
3064474 26834 VISTA TERRACE ORANGE LAKE FOREST CA 92630 INDUSTRIAL FULL FIXED
3064482 396 THRU SOUTH KING ROAD SANTA CLARA SAN JOSE CA 95116 RETAIL FULL FIXED
3064496 7500-7514 NORTH AVENUE SAN DIEGO LEMON GROVE CA 91945 MULTIFAMILY FULL FIXED
3064508 17722 IRVINE BOULEVARD ORANGE TUSTIN CA 92780 OFFICE FULL FIXED
3064516 630 WASHINGTON STREET SAN DIEGO SAN DIEGO CA 92103 MULTIFAMILY FULL FIXED
3064524 539 HARBOR BOULEVARD SAN MATEO BELMONT CA 94006 OFFICE FULL FIXED
3064540 1725 EAST BAYSHORE SAN MATEO REDWOOD CITY CA 94063 INDUSTRIAL FULL FIXED
3064599 44255 OLD WARM SPRINGS BL ALAMEDA FREMONT CA 94538 MIXED USE FULL FIXED
3064607 1314 NORTH NELLIS BOULEVA CLARK LAS VEGAS NV 89110 INDUSTRIAL FULL FIXED
3064615 25637 NICKEL PLACE ALAMEDA HAWYWARD CA 94545 INDUSTRIAL FULL FIXED
3064623 35170 BROOTEN ROAD TILLAMOOK PACIFIC CITY OR 97135 OFFICE FULL FIXED
3064631 347 WEST ARBOR VITAE ST LOS ANGELES INGLEWOOD CA 90301 INDUSTRIAL FULL FIXED
3064656 16432 SOUTHEAST STARK ST MULTNOMAH GRESHAM OR 97233 OFFICE FULL FIXED
3064664 3215 BIRTCHER DRIVE CLARK LAS VEGAS NV 89118 INDUSTRIAL FULL FIXED
3064672 6255 SADDLE TREE DRIVE CLARK LAS VEGAS NV 89118 INDUSTRIAL FULL FIXED
3064680 4640 SOUTH VALLEY VIEW CLARK LAS VEGAS NV 89103 INDUSTRIAL FULL FIXED
3064698 11676 SALINAZ DRIVE ORANGE GARDEN GROVE CA 92643 INDUSTRIAL FULL FIXED
3064755 421 SOUTH GLENDORA AVENUE LOS ANGELES WEST COVINA CA 91790 OFFICE FULL FIXED
3064821 2856 AIELLO DRIVE SANTA CLARA SAN JOSE CA 95111 INDUSTRIAL FULL FIXED
3064854 925 TERMINAL WAY SAN MATEO SAN CARLOS CA 94070 INDUSTRIAL FULL FIXED
3064862 1526 STAFFORD STREET SAN MATEO REDWOOD CITY CA 94063 INDUSTRIAL FULL FIXED
3064896 444 NORTH ARROWHEAD AVE SAN BERNARDINO SAN BERNARDINO CA 92401 OFFICE FULL FIXED
3064904 4970 SOUTH ARVILLE STREET CLARK LAS VEGAS NV 89118 INDUSTRIAL FULL FIXED
3064946 735 12TH STREET HUMBOLDT ARCATA CA 95521 OFFICE FULL FIXED
3064953 2900 MC BRIDE LANE SONOMA SANTA ROSA CA 95403 OFFICE FULL FIXED
3065018 618 & 630 NORTH PARK AVE LOS ANGELES POMONA CA 91768 OFFICE FULL FIXED
3065034 5915 TYRONE ROAD WASHOE RENO NV 89502 OFFICE FULL FIXED
3065075 2720 EAST LONE MOUNTAIN R CLARK LAS VEGAS NV 89031 INDUSTRIAL FULL FIXED
3065166 1018 EAST ACACIA STREET SAN BERNARDINO ONTARIO CA 91761 INDUSTRIAL FULL FIXED
3065208 720 SOUTH 5TH AVENUE PIMA TUCSON AZ 85701 MULTIFAMILY FULL FIXED
3065232 1121-25 EAST SANTA CLARA SANTA CLARA SAN JOSE CA 95116 OFFICE FULL FIXED
3065273 5606 BROADWAY DALLAS GARLAND TX 75062 RETAIL FULL FIXED
3065299 430 SOUTH AUBURN STREET NEVADA GRASS VALLEY CA 95945 OFFICE FULL FIXED
3073038 12250 SW MYSLONY ROAD WASHINGTON TUALATIN OR 97062 INDUSTRIAL FULL FIXED
3073046 6607 TEMPLETON STREET LOS ANGELES HUNTINGTON PARK CA 90255 MULTIFAMILY FULL FIXED
3073095 3315 SILVERSTONE COLLIN PLANO TX 75074 OFFICE FULL FIXED
3073194 6849 FEDERAL BOULEVARD SAN DIEGO LEMON GROVE CA 91945 OFFICE FULL FIXED
3074887 309 EAST 10TH DRIVE MARICOPA MESA AZ 85210 OFFICE FULL FIXED
3100385 3904 SOUTH MARTIN LUTHERN KING SEATTLE WA 98108 MULTIFAMILY FULL FIXED
3100609 4517 14 AVENUE NW KING SEATTLE WA 98107 INDUSTRIAL FULL ARM
3100625 18522 NORTHEAST AUGUSTA A KITSAP SUQUAMISH WA 98392 RETAIL FULL ARM
3100633 2221 4 AVENUE SOUTH KING SEATTLE WA 98134 INDUSTRIAL FULL FIXED
3101169 1231 NE BROADWAY MULTNOMAH PORTLAND OR 97232 RETAIL FULL FIXED
3101185 7120 SE FLAVEL MULTNOMAH PORTLAND OR 97206 RETAIL FULL ARM
3101219 2435 NW KLINE ST DOUGLAS ROSEBURG OR 97470 OFFICE FULL ARM
3101235 252 TAYLOR STREET LANE EUGENE OR 97402 INDUSTRIAL FULL ARM
3101243 16139-41 EAST BURNSIDE ST MULTNOMAH PORTLAND OR 97210 OFFICE FULL ARM
3101268 820, 824 NORTHWEST 18TH A MULTNOMAH PORTLAND OR 97209 INDUSTRIAL FULL ARM
3101326 3722 SE 21ST AVENUE MULTNOMAH PORTLAND OR 97202 INDUSTRIAL FULL FIXED
3101342 10929-31 N. VANCOUVER WAY MULTNOMAH PORTLAND OR 97217 INDUSTRIAL FULL FIXED
3101359 905 NW 17TH AVENUE MULTNOMAH PORTLAND OR 97209 INDUSTRIAL FULL ARM
3101441 2074 NW LOVEJOY ST MULTNOMAH PORTLAND OR 97209 RESTAURANT FULL FIXED
3101573 4205 S.E. KING ROAD CLACKAMAS MILWAUKIE OR 97222 MULTIFAMILY FULL FIXED
3101623 10288 SE 43 AV CLACKAMAS MILWAUKIE OR 97222 MULTIFAMILY FULL FIXED
3101789 608 N RUSSEL UMATILLA MILTON-FREEWATER OR 97862 INDUSTRIAL FULL FIXED
3101821 57031 PONDEROSA RD DESCHUTES SUNRIVER OR 97707 RESTAURANT FULL FIXED
3101938 2600 SE 182 AVE MULTNOMAH GRESHAM OR 97030 RETAIL FULL FIXED
3101961 21150 BUTTEVILLE ROAD MARION DONALD OR 97020 INDUSTRIAL FULL FIXED
3102100 4540 SW KELLY AV MULTNOMAH PORTLAND OR 97201 OFFICE FULL ARM
3102118 610 SW BROADWAY MULTNOMAH PORTLAND OR 97205 MIXED USE FULL FIXED
3102175 17890 SW ALEXANDER STREET WASHINGTON ALOHA OR 97006 MULTIFAMILY FULL FIXED
3102191 1320 SW LOMBARD WASHINGTON BEAVERTON OR 97008 MULTIFAMILY FULL FIXED
3102217 35440 SE HY 211 CLACKAMAS BORING OR 97009 MOBILE HOME FULL FIXED
3102225 533 N CEDAR ST CLACKAMAS CANBY OR 97013 MULTIFAMILY FULL ARM
3102290 908 WEST MAIN STREET CLARK BATTLE GROUND WA 98604 RETAIL FULL FIXED
3102324 265 SE OAK STREET WASHINGTON HILLSBORO OR 97123 OFFICE FULL FIXED
3102332 10802 S.E. WASHINGTON STR MULTNOMAH PORTLAND OR 97216 OFFICE FULL FIXED
3102340 19300 SW 118TH AVENUE WASHINGTON TUALATIN OR 97062 INDUSTRIAL FULL FIXED
3102357 56890 VENTURE LANE DESCHUTES SUNRIVER OR 97707 OFFICE FULL FIXED
3102365 1350 MERIDIAN DRIVE MARION WOODBURN OR 97071 OFFICE FULL FIXED
3102381 4285 SW 109TH AVENUE WASHINGTON BEAVERTON OR 97005 RETAIL FULL FIXED
3102407 5609 SE MILWAUKIE AVENUE MULTNOMAH PORTLAND OR 97202 INDUSTRIAL FULL FIXED
3102415 354-386 SOUTH FIRST AVE WASHINGTON HILLSBORO OR 97123 RETAIL FULL FIXED
3102423 735-739 SE ALDER ST & 73 MULTNOMAH PORTLAND OR 97214 INDUSTRIAL FULL FIXED
3102449 2121 NW YORK ST MULTNOMAH PORTLAND OR 97210 INDUSTRIAL FULL FIXED
3102498 202 NORTHWEST 6TH STREET BENTON CORVALLIS OR 97330 OFFICE FULL FIXED
3102506 8111 NORTHEAST HOLMAN ST MULTNOMAH PORTLAND OR 97218 INDUSTRIAL FULL FIXED
3102514 8033 NORTHEAST HOLMAN ST MULTNOMAH PORTLAND OR 97220 INDUSTRIAL FULL FIXED
3102522 1010- NW ROANOKE AVENUE DESCHUTES BEND OR 97701 MULTIFAMILY FULL FIXED
3102530 1215 NE 7 STREET JOSEPHINE GRANTS PASS OR 97526 OFFICE FULL FIXED
3102563 33 NE 6 AVENUE MULTNOMAH PORTLAND OR 97232 INDUSTRIAL FULL FIXED
3102597 4607 TO 4613 SILVERTON RD MARION SALEM OR 97305 MULTIFAMILY FULL FIXED
3102605 950 GEARY STREET LINN ALBANY OR 97321 RETAIL FULL FIXED
3102688 510 OAK ST LANE EUGENE OR 97401 RETAIL FULL FIXED
3102696 1161 MOLLALA AVE CLACKAMAS OREGON CITY OR 97045 OFFICE FULL FIXED
3102738 106 NE GRAND AVE MULTNOMAH PORTLAND OR 97232 RETAIL FULL FIXED
3102746 515 HIGH STREET SE MARION SALEM OR 97301 OFFICE FULL FIXED
3102753 1505 FRONT STREET NE MARION SALEM OR 97303 INDUSTRIAL FULL FIXED
3102837 228 NE 7 AVE MULTNOMAH PORTLAND OR 97232 MIXED USE FULL FIXED
3102845 202 SE YAMHILL STREET MULTNOMAH PORTLAND OR 97214 INDUSTRIAL FULL FIXED
3102878 601 NE 1 STREET DESCHUTES BEND OR 97701 RETAIL FULL FIXED
3102910 21723 SE ALDER DR MULTNOMAH GRESHAM OR 97030 MULTIFAMILY FULL ARM
3102928 21800 SE ALDER DR MULTNOMAH GRESHAM OR 97030 MULTIFAMILY FULL ARM
3102936 21724 SE ALDER DR MULTNOMAH GRESHAM OR 97030 MULTIFAMILY FULL ARM
3102951 12190 SW 1ST STREET WASHINGTON BEAVERTON OR 97005 RETAIL FULL FIXED
3102969 103 E 13TH AVENUE LANE EUGENE OR 97405 MIXED USE FULL FIXED
3103017 38 N OAKDALE AVE JACKSON MEDFORD OR 97501 MULTIFAMILY FULL FIXED
3103025 4840 NE SANDY BV MULTNOMAH PORTLAND OR 97213 OFFICE FULL FIXED
3103058 12595 SW BEAVER DAM RD WASHINGTON BEAVERTON OR 97005 RETAIL FULL FIXED
3103173 3721 NW FRONT STREET MULTNOMAH PORTLAND OR 97210 INDUSTRIAL FULL FIXED
3103207 4480 W. PEORIA AVE. MARICOPA GLENDALE AZ 85302 OFFICE FULL FIXED
3103231 8630 N LOMBARD MULTNOMAH PORTLAND OR 97203 OFFICE FULL FIXED
3103280 1806 SW CABLE AVENUE MULTNOMAH PORTLAND OR 97201 MULTIFAMILY FULL FIXED
3103298 3100 NW INDUSTRIAL STREET MULTNOMAH PORTLAND OR 97201 MIXED USE FULL FIXED
3103330 6333 SW LAKEVIEW BLVD CLACKAMAS LAKE OSWEGO OR 97035 INDUSTRIAL FULL FIXED
3103389 11997 SW PACIFIC HWY WASHINGTON TIGARD OR 97223 OFFICE FULL FIXED
3103397 2745 SE 82ND AVENUE MULTNOMAH PORTLAND OR 97266 RETAIL FULL ARM
3103439 4005 SE NAEF RD CLACKAMAS MILWAUKIE OR 97267 OFFICE FULL FIXED
3103454 4521-4525 SE 63RD AVENUE MULTNOMAH PORTLAND OR 97206 INDUSTRIAL FULL FIXED
3103462 13213 SE 7TH STREET CLARK VANCOUVER WA 98684 MULTIFAMILY FULL FIXED
3103470 232 VALLEY CENTER PLACE CLALLAM SEQUIM WA 98382 INDUSTRIAL FULL FIXED
3103496 103 Q STREET LANE SPRINGFIELD OR 97477 OFFICE FULL FIXED
3103546 6421 NE COLWOOD WAY MULTNOMAH PORTLAND OR 97218 INDUSTRIAL FULL FIXED
3201225 571 N MAIN ST MUL BLAINE KETCHUM ID 83340 SPECIAL PURPOSE FULL ARM
3202108 820 SOUTH 4TH AVENUE BLAINE HAILEY ID 83333 HOTEL/MOTEL FULL FIXED
3202413 127 SOUTH WEST 153 KING BURIEN WA 98166 RETAIL FULL FIXED
3202520 600 NW 40TH KING SEATTLE WA 98107 INDUSTRIAL FULL FIXED
3202538 9627 DES MOINES WAY S KING SEATTLE WA 98198 RETAIL FULL ARM
3202611 150 12TH AVENUE KING SEATTLE WA 98122 OFFICE FULL ARM
4537718 132 CENTRAL WAY KING KIRKLAND WA 98033 RETAIL FULL ARM
4537734 101 SOUTH LILLY STREET LATAH MOSCOW ID 83843 MULTIFAMILY FULL FIXED
4537825 5605 PACIFIC AVENUE SOUTH PIERCE TACOMA WA 98408 RETAIL FULL ARM
4537858 2041 15 AVENUE WSET KING SEATTLE WA 98119 OFFICE FULL FIXED
4537874 6614 EAST TRENT AVENUE SPOKANE SPOKANE WA 99212 INDUSTRIAL FULL FIXED
4537882 515 WEST MCGRAW STREET KING SEATTLE WA 98119 OFFICE FULL FIXED
4537890 14241- AMBAUM BOULEVARD S KING SEATTLE WA 98166 OFFICE FULL FIXED
4537990 1125 80TH STREET SW SNOHOMISH EVERETT WA 98203 INDUSTRIAL FULL FIXED
4538005 5302 NE 34 CLARK VANCOUVER WA 98686 MULTIFAMILY FULL FIXED
4538021 609-614 NORTH PINE STREET PIERCE TACOMA WA 98406 RESTAURANT FULL FIXED
4538070 782 BOEKEL RD KOOTENAI RATHDRUM ID 83858 INDUSTRIAL FULL FIXED
4538203 627 FRANKLIN STREET MASON SHELTON WA 98584 OFFICE FULL ARM
4538260 711 BROADWAY AVE CLATSOP SEASIDE OR 97138 OFFICE FULL FIXED
4538294 10312 W. RICHLAND RD SPOKANE CHENEY WA 99004 MOBILE HOME FULL ARM
4538369 8207 SOUTH 216TH STREET KING KENT WA 98032 INDUSTRIAL FULL FIXED
4538419 3107 E. TRENT AVENUE SPOKANE SPOKANE WA 99202 INDUSTRIAL FULL ARM
4538484 11009 FIRST AVENUE SOUTH KING SEATTLE WA 98168 INDUSTRIAL FULL FIXED
4538542 1101 NW LEARY WAY KING SEATTLE WA 98107 MIXED USE FULL ARM
4538567 1931 S THIRD ST SKAGIT MOUNT VERNON WA 98273 OFFICE FULL FIXED
4538591 135 NORTH ARTHUR AVENUE BANNOCK POCATELLO ID 83204 OFFICE FULL FIXED
4538658 240 FIREOVED DRIVE ANCHORAGE ANCHORAGE AK 99508 MULTIFAMILY FULL ARM
4538708 214 SPRUCE ST W BLAINE BELLEVUE ID 83313 INDUSTRIAL FULL ARM
4538765 3515 ARSENAL WAY KITSAP BREMERTON WA 98312 OFFICE FULL ARM
4538831 606 NE 108 AVENUE MUL CLARK VANCOUVER WA 98664 MULTIFAMILY FULL FIXED
4538914 5727 IMPERIAL WAY SOUTHWEST KITSAP PORT ORCHARD WA 98366 INDUSTRIAL FULL ARM
4538955 733 7TH AVENUE KING KIRKLAND WA 98033 OFFICE FULL ARM
4538971 629 AVENUE D SAN JUAN SNOHOMISH WA 98250 OFFICE FULL FIXED
4538989 5695 IMPERIAL WAY KITSAP PORT ORCHARD WA 98366 INDUSTRIAL FULL ARM
4539003 534 RAINIER AVENUE SOUTH KING RENTON WA 98055 RETAIL FULL FIXED
4539037 1103 NORTH 36 STREET KING SEATTLE WA 98103 INDUSTRIAL FULL FIXED
4539110 3310 BERING STREET ANCHORAGE ANCHORAGE AK 99503 MULTIFAMILY FULL ARM
4539177 716 SOUTH ARTHUR STREET SPOKANE SPOKANE WA 99202 MULTIFAMILY FULL FIXED
4539243 2213-2221 15TH AVENUE WES KING SEATTLE WA 98119 INDUSTRIAL FULL FIXED
4539268 1709 HARBOR AVENUE SW KING SEATTLE WA 98126 OFFICE FULL FIXED
4539334 303 SOUTH ADAMS SPOKANE SPOKANE WA 99204 RETAIL FULL ARM
4539391 3701 7 AVENUE SOUTH KING SEATTLE WA 98134 MIXED USE FULL FIXED
4539425 417 S EDGEWOOD STREET CLATSOP SEASIDE OR 97138 MULTIFAMILY FULL ARM
4539474 11327 EAST MONTGOMERY SPOKANE SPOKANE WA 99214 OFFICE FULL FIXED
4539557 5409 IVANHOE PLACE KING SEATTLE WA 98105 MIXED USE FULL ARM
4539763 1101 REGENTS BOULEVARD PIERCE TACOMA WA 98466 RETAIL FULL FIXED
4539920 795 1ST AVENUE NW KING ISSAQUAH WA 98027 MIXED USE FULL ARM
4539946 1039 CALIFORNIA WAY COWLITZ LONGVIEW WA 98632 INDUSTRIAL FULL FIXED
4539987 9757 GREENWOOD AVENUE N KING SEATTLE WA 98103 MIXED USE FULL ARM
4539995 1008 SOUTH 40TH AVENUE YAKIMA YAKIMA WA 98908 OFFICE FULL ARM
4540019 200-219 LODEAN DRIVE SKAGIT BURLINGTON WA 98233 MULTIFAMILY FULL FIXED
4540027 9222 BAYSHORE DRIVE NW KITSAP SILVERDALE WA 98383 OFFICE FULL FIXED
4540050 725 3RD AVE COWLITZ LONGVIEW WA 98632 MIXED USE NONE FIXED
4540084 510 SE QUAIL RIDGE DR MUL WHITMAN PULLMAN WA 99163 MULTIFAMILY FULL FIXED
4540282 1613 EASTLAKE AVENUE EAST KING SEATTLE WA 98102 OFFICE FULL ARM
4540308 E10807 MONTGOMERY DRIVE SPOKANE SPOKANE WA 99206 MIXED USE FULL FIXED
4540324 5960 BURDEN ROAD FRANKLIN PASCO WA 99301 SPECIAL PURPOSE FULL FIXED
4540340 620 NORTH MAIN ST. BLAINE KETCHUM ID 83340 RETAIL FULL FIXED
4540399 11603 120TH AVENUE NE KING KIRKLAND WA 98034 RETAIL FULL ARM
4540563 9152 GRAVELY LAKE DRIVE S PIERCE TACOMA WA 98499 OFFICE FULL FIXED
4540571 14107 PACIFIC AVENUE PIERCE TACOMA WA 98444 OFFICE FULL FIXED
4540597 4001 21ST AVENUE W KING SEATTLE WA 98119 RETAIL FULL ARM
4540894 WEST 916 SECOND AVENUE SPOKANE SPOKANE WA 99204 RETAIL FULL FIXED
4540902 13312 SE 30TH STREET KING BELLEVUE WA 98005 INDUSTRIAL FULL FIXED
4541116 N 632 MAIN STREET WHITMAN COLFAX WA 99111 RETAIL FULL FIXED
4541199 603 12 AVENUE EAST KING SEATTLE WA 98102 MULTIFAMILY FULL FIXED
4541215 614 WEST MCGRAW STREET KING SEATTLE WA 98119 MIXED USE FULL ARM
4541298 4100 AURORA AVENUE KING SEATTLE WA 98103 RETAIL FULL FIXED
4541330 302 3RD STREET AND 304 VI COWLITZ KELSO WA 98626 MIXED USE FULL FIXED
4541389 5801 S 212 KING KENT WA 98032 MOBILE HOME FULL FIXED
4541397 45616 HWY 530 NE SNOHOMISH DARRINGTON WA 98241 INDUSTRIAL FULL FIXED
4541421 3023 80TH AVENUE SE KING MERCER ISLAND WA 98040 OFFICE FULL FIXED
4541439 7833 SE 28TH STREET KING MERCER ISLAND WA 98040 INDUSTRIAL FULL FIXED
4541447 7514- 15 AVENUE NORTHWEST KING SEATTLE WA 98117 MIXED USE FULL FIXED
4541454 326 8TH STREET SW KING AUBURN WA 98001 INDUSTRIAL FULL ARM
4541462 412 TO 428 8TH STREET SW KING AUBURN WA 98001 INDUSTRIAL FULL ARM
4541512 1605 NE 112 STREET CLARK VANCOUVER WA 98686 MIXED USE FULL FIXED
4541587 1200 NORTH 96 STREET KING SEATTLE WA 98103 INDUSTRIAL FULL ARM
4541652 707 EAST 18TH STREET KITTITAS ELLENSBURG WA 98926 MULTIFAMILY FULL FIXED
4541678 111 W HARRISON KING SEATTLE WA 98109 OFFICE FULL ARM
4541702 2705 ST ANDREWS LOOP FRANKLIN PASCO WA 99301 OFFICE FULL FIXED
4541843 817 WEST 7TH AVENUE SPOKANE SPOKANE WA 99204 OFFICE FULL ARM
4541975 105 MERCER STREET KING SEATTLE WA 98109 MULTIFAMILY FULL FIXED
4542346 3804 NORTH REGAL STREET SPOKANE SPOKANE WA 99207 INDUSTRIAL FULL ARM
4542387 343 UNION AVENUE NE KING RENTON WA 98059 RETAIL FULL ARM
4542460 1414 WEST GARLAND AVENUE SPOKANE SPOKANE WA 99205 OFFICE FULL ARM
4542619 3131 W WAPATO DR GRANT MOSES LAKE WA 98837 MOBILE HOME FULL ARM
4542635 350 MADISON AVENUE NORTH KITSAP BAINBRIDGE ISLAND WA 98110 OFFICE FULL FIXED
4542668 1230 SOUTH 336TH STREET KING FEDERAL WAY WA 98003 OFFICE FULL ARM
4542734 11003 A STREET SOUTH PIERCE TACOMA WA 98444 MIXED USE FULL FIXED
4542759 910 E HARRISON YAKIMA SUNNYSIDE WA 98944 MULTIFAMILY FULL ARM
4542965 18120 97 AVENUE NORTHEAST KING BOTHELL WA 98011 OFFICE FULL ARM
4542981 1925 SOUTH 341 STREET KING FEDERAL WAY WA 98003 OFFICE FULL FIXED
4543179 6013- PHINNEY AVENUE NORT KING SEATTLE WA 98103 RESTAURANT FULL ARM
4543187 115-123 BAKER STREET LATAH MOSCOW ID 83843 MULTIFAMILY FULL ARM
4543336 7715 24 AVENUE NW KING SEATTLE WA 98117 OFFICE FULL ARM
4543393 1125 W PIONEER WAY ISLAND OAK HARBOR WA 98277 MIXED USE FULL ARM
4543419 305 SOUTH DAWSON KING SEATTLE WA 98108 MIXED USE FULL FIXED
4543427 8 SOUTH 1 AVENUE YAKIMA YAKIMA WA 98907 MIXED USE FULL ARM
4543468 2101- NORTH WALNUT KITTITAS ELLENSBURG WA 98926 MULTIFAMILY FULL ARM
4543666 375 NW GILMAN BOULEVARD KING ISSAQUAH WA 98027 MIXED USE FULL FIXED
4543708 3826 WOODLAND PARK DRIVE KING SEATTLE WA 98103 OFFICE FULL FIXED
4543732 824 12TH AVENUE KING SEATTLE WA 98122 INDUSTRIAL FULL FIXED
4543740 11517 PACIFIC AVENUE PIERCE TACOMA WA 98444 OFFICE FULL FIXED
4543781 3425 BIRCH BAY LYNDEN RD WHATCOM CUSTER WA 98240 RETAIL FULL ARM
4543906 2113 EAST OLIVE STREET KING SEATTLE WA 98122 RETAIL FULL FIXED
4543914 525 QUAIL RIDGE DRIVE WHITMAN PULLMAN WA 99163 MULTIFAMILY FULL FIXED
4543922 1125 SOUTH 2ND AVENUE WALLA WALLA WALLA WALLA WA 99362 OFFICE FULL FIXED
4543955 298 SOUTH MAIN STREET STEVENS COLVILLE WA 99114 OFFICE FULL FIXED
4543997 3939 TRANSPORT STREET MUL ADA BOISE ID 93705 MIXED USE FULL FIXED
4544003 62 E FRONTAGE ROAD N JEROME JEROME ID 83338 INDUSTRIAL FULL FIXED
4544045 309 WEST REPUBLICAN STREE KING SEATTLE WA 98119 OFFICE FULL ARM
4544052 1712 6 AVENUE PIERCE TACOMA WA 98405 OFFICE FULL FIXED
4544201 12224 BEL RED ROAD KING BELLEVUE WA 98005 RETAIL FULL FIXED
4544219 1100 RIVER ROAD YAKIMA YAKIMA WA 98902 INDUSTRIAL FULL ARM
4544235 32420 & 148 AVENUE SOUTH KING AUBURN WA 98002 INDUSTRIAL FULL ARM
4544276 110 NORTH STREET ADAMS WASHTUCNA WA 99371 RETAIL FULL FIXED
4544318 7118 NE 4 PLAIN BOULEVARD CLARK VANCOUVER WA 98668 OFFICE FULL ARM
4544441 302 W COLUMBIA ST WHATCOM NOOKSACK WA 98276 MIXED USE FULL FIXED
4544466 3333 INDIAN TRAIL ROAD SPOKANE SPOKANE WA 99208 RETAIL FULL ARM
4544482 1107 JOHNSON ROAD LEWIS CENTRALIA WA 98532 RETAIL FULL ARM
4544565 1280 116 AVENUE NE KING BELLEVUE WA 98004 OFFICE FULL ARM
4544672 20233 80 AVENUE SOUTH KING KENT WA 98032 MIXED USE FULL FIXED
4544714 3431- 16 AVENUE WEST KING SEATTLE WA 98119 INDUSTRIAL FULL FIXED
4544961 20118 HIGHWAY 99 SNOHOMISH LYNNWOOD WA 98036 RETAIL FULL FIXED
4545018 1421 NW 85TH STREET KING SEATTLE WA 98117 OFFICE FULL ARM
4545067 417 EAST 99TH STREET PIERCE TACOMA WA 98445 INDUSTRIAL FULL FIXED
4545075 200 GRAND BLVD. CLARK VANCOUVER WA 98661 INDUSTRIAL FULL FIXED
4545224 15 N PHILLIPI STREET ADA BOISE ID 83705 INDUSTRIAL FULL FIXED
4545281 3663 1 AVENUE SOUTH KING SEATTLE WA 98134 OFFICE FULL ARM
4545497 1100 SOUTH MAIN SPOKANE DEER PARK WA 99006 INDUSTRIAL FULL FIXED
4545562 7804 40TH AVENUE WEST SNOHOMISH MUKILTEO WA 98275 MIXED USE FULL ARM
4545612 1101 99TH COURT EAST PIERCE TACOMA WA 98445 MULTIFAMILY FULL FIXED
4545646 878 TULIP LANE BENTON RICHLAND WA 99352 INDUSTRIAL FULL FIXED
4545653 1708 SUMNE 611 SCAMEL STR GRAYS HARBOR ABERDEEN WA 98520 OFFICE FULL FIXED
4545679 206- SOUTH BRANDON KING SEATTLE WA 98108 OFFICE FULL FIXED
4545687 4343 ROOSVELT WAY NE, SUI KING SEATTLE WA 98105 MIXED USE FULL FIXED
4545737 3424 FAIRHAVEN AVENUE NE MARION SALEM OR 97303 MULTIFAMILY FULL ARM
4545752 252 EAST MAIN KING AUBURN WA 98002 RETAIL FULL FIXED
4545877 2701 SOUTH 205TH STREET KING SEATAC WA 98198 MOBILE HOME FULL FIXED
4545935 325 2 AVENUE KING SEATTLE WA 98104 MIXED USE FULL FIXED
4545976 2200 24TH AVENUE EAST KING SEATTLE WA 98112 OFFICE FULL ARM
4546115 2785 SW CEDAR HILL BLVD WASHINGTON BEAVERTON OR 97005 RETAIL FULL ARM
4546164 3624 ENSIGN ROAD NORTHEAST THURSTON OLYMPIA WA 98506 OFFICE FULL ARM
4546214 NORTH 645 GRAND AVENUE WHITMAN PULLMAN WA 99163 INDUSTRIAL FULL FIXED
4546248 435 108 AVENUE NE KING BELLEVUE WA 98004 OFFICE FULL ARM
4546388 10859 1 AVE S KING SEATTLE WA 98168 RETAIL FULL FIXED
4546396 750 BELMONT AND 1080 S. L ADA BOISE ID 83706 MULTIFAMILY FULL FIXED
4546420 505 NORTH EAST 4TH AVENUE CLARK CAMAS WA 98607 RETAIL FULL FIXED
4546438 6116 NORTH FREYA ROAD SPOKANE SPOKANE WA 99207 OFFICE FULL FIXED
4546560 400 E SUN VALLEY RD BLAINE KETCHUM ID 83340 OFFICE FULL ARM
4546693 5443 BALLARD AVENUE NORTH KING SEATTLE WA 98107 MULTIFAMILY FULL FIXED
4546727 655 SOUTH EDMUNDS STREET KING SEATTLE WA 98108 MIXED USE FULL FIXED
4546842 WOODWORTH & WASHINGTON ST WHITMAN UNIONTOWN WA 99179 MOBILE HOME FULL ARM
4547006 22718 58TH PLACE SOUTH KING KENT WA 98032 INDUSTRIAL FULL FIXED
4547014 857 POINT BROWN AVENUE GRAYS HARBOR OCEAN SHORES WA 98569 RESTAURANT FULL FIXED
4547139 425-445 REDOUBT ENAI PENINSULA SOLDOTNA AK 99669 MULTIFAMILY FULL FIXED
4547162 291 OHME GARDEN ROAD CHELAN WENATCHEE WA 98801 INDUSTRIAL FULL FIXED
4547246 8210 STEILACOOM BOULEVARD PIERCE LAKEWOOD WA 98499 MULTIFAMILY FULL FIXED
4547261 1220 116TH AVENUE NE KING BELLEVUE WA 98005 OFFICE FULL FIXED
4547360 614-626 SOUTH JACKSON STR KING SEATTLE WA 98104 MULTIFAMILY FULL FIXED
4547394 19570 10TH AVENUE NE KITSAP POULSBO WA 98370 OFFICE FULL FIXED
4547402 8702 152ND AVENUE NE KING REDMOND WA 98052 INDUSTRIAL FULL ARM
4547410 9508 STATE AVENUE SNOHOMISH MARYSVILLE WA 98270 RETAIL FULL FIXED
4547436 6206-6250 S.153 STREET KING TUKWILA WA 98188 MULTIFAMILY FULL FIXED
4547469 1225 HOLLIS STREET KITSAP BREMERTON WA 98310 INDUSTRIAL FULL FIXED
4547501 1520 EASTLAKE AVENUE EAST KING SEATTLE WA 98111 OFFICE FULL ARM
4547568 4039- PACIFIC AVENUE SE THURSTON LACEY WA 98503 RETAIL FULL ARM
4547634 6525 MINERAL DRIVE KOOTENAI COEUR D ALENE ID 83814 OFFICE FULL FIXED
4547683 8618 THIRD AVENUE NW KING SEATTLE WA 98107 MIXED USE FULL FIXED
4547709 515 WEST HARRISON KING KENT WA 98032 OFFICE FULL ARM
4547733 122 INTERSTATE AVENUE LEWIS CHEHALIS WA 98532 HOTEL/MOTEL FULL ARM
4547865 3202 COLBY AVENUE SNOHOMISH EVERETT WA 98201 OFFICE FULL FIXED
4547881 4725 196TH STREET SW SNOHOMISH LYNNWOOD WA 98036 RETAIL FULL ARM
4547899 2233 148TH AVENUE NE KING BELLEVUE WA 98007 RESTAURANT FULL FIXED
4547907 1102 NW 85TH STREET KING SEATTLE WA 98117 OFFICE FULL FIXED
4547931 14902 EAST SPRAGUE AVENUE SPOKANE SPOKANE WA 99216 RETAIL FULL FIXED
4547998 130 WASHINGTON AVENUE NOR KING KENT WA 98032 OFFICE FULL FIXED
4548012 15955 REDMOND WAY KING REDMOND WA 98052 RESTAURANT FULL ARM
4548111 805 PARKER AVENUE KITSAP SUMNER WA 98370 MULTIFAMILY FULL ARM
4548129 1900 116TH AVENUE N E KING BELLEVUE WA 98004 OFFICE FULL FIXED
4548236 1102 BROADWAY PLAZA PIERCE TACOMA WA 98402 OFFICE FULL FIXED
4548251 1910 MADISON AVENUE CANYON NAMPA ID 83687 INDUSTRIAL FULL FIXED
4548509 5802 RAINIER AVENUE SOUTH KING SEATTLE WA 98118 OFFICE FULL FIXED
4548525 901 19TH AVENUE E KING SEATTLE WA 98112 RETAIL FULL ARM
4548566 11003 CALIFORNIA STREET N KITSAP KINGSTON WA 98346 OFFICE FULL FIXED
4548608 509 OLD PACIFIC HWY THURSTON THURSTON COUNTY WA 98503 MULTIFAMILY FULL ARM
4548715 1305 WEST CASINO ROAD SNOHOMISH EVERETT WA 98204 MULTIFAMILY FULL FIXED
4548939 N404 FANCHER ROAD SPOKANE SPOKANE WA 99212 MIXED USE FULL FIXED
4548947 4723-4727 44TH AVENUE SW KING SEATTLE WA 98116 OFFICE FULL FIXED
4548970 2909 RIVER ROAD YAKIMA YAKIMA WA 98902 INDUSTRIAL FULL FIXED
7100324 3223 SOUTH FAWCETT PIERCE TACOMA WA 98408 MULTIFAMILY FULL FIXED
7100373 160 136TH STREET SOUTH PIERCE TACOMA WA 98444 MULTIFAMILY FULL FIXED
7100381 4914 115 STREET CT SW PIERCE TACOMA WA 98499 MULTIFAMILY FULL FIXED
7101173 3710 100 STREET SW PIERCE TACOMA WA 98499 RETAIL FULL FIXED
7101397 4111 BRIDGEPORT WAY WEST PIERCE TACOMA WA 98466 OFFICE FULL FIXED
7101439 6704 24 STREET WEST MUL PIERCE TACOMA WA 98466 OFFICE FULL FIXED
7101967 1402 SOUTH MERIDIAN STREE PIERCE PUYALLUP WA 98371 RESTAURANT FULL FIXED
7102940 4045 49 AVENUE SW THURSTON OLYMPIA WA 98502 MOBILE HOME FULL ARM
7103765 10210 KLINE STREET SW PIERCE TACOMA WA 98499 MULTIFAMILY FULL FIXED
7104607 23200 PACIFIC HIGHWAY S KING DES MOINES WA 98188 MIXED USE FULL ARM
7105513 970 CASCADE DRIVE MARION WOODBURN OR 97071 OFFICE FULL FIXED
8310633 5220 ROOSEVELT WAY NE KING SEATTLE WA 98105 OFFICE FULL ARM
8311110 518 LOGAN STREET JEFFERSON PORT TOWNSEND WA 98368 INDUSTRIAL FULL FIXED
8311136 4928 SW 109TH STREET PIERCE TACOMA WA 98499 OFFICE FULL FIXED
8311524 9720 NORTH WEST HOLMAN RO KING SEATTLE WA 98117 RETAIL FULL FIXED
8311664 928 PACIFIC AVENUE PIERCE TACOMA WA 98402 RESTAURANT FULL FIXED
8311722 8700 14TH AVENUE SOUTH KING SEATTLE WA 98108 INDUSTRIAL FULL FIXED
8311896 3425 16TH AVENUE WEST KING SEATTLE WA 98119 INDUSTRIAL FULL ARM
8311946 2409 NORTH 45 STREET KING SEATTLE WA 98105 OFFICE FULL FIXED
8312274 7635 159 PLACE NE KING REDMOND WA 98052 MIXED USE FULL FIXED
8312308 2921 EASTLAKE AVENUE EAST KING SEATTLE WA 98102 OFFICE FULL ARM
8312498 504 EAST FAIRHAVEN SKAGIT BURLINGTON WA 98233 MIXED USE FULL FIXED
8312522 1225 AND 1229 WEST SMITH KING KENT WA 98032 OFFICE FULL ARM
8312597 NHN 29 STREET SW MUL THURSTON TUMWATER WA 98502 MIXED USE FULL FIXED
8312605 4520 SOUTH ADAMS PIERCE TACOMA WA 98409 INDUSTRIAL FULL FIXED
8312639 2121 NORTH 35TH STREET KING SEATTLE WA 98103 INDUSTRIAL FULL FIXED
8312647 11324 MUKILTEO SPEEDWAY SNOHOMISH LYNNWOOD WA 98037 INDUSTRIAL FULL ARM
8312670 1020 ATLANTIC AVENUE COWLITZ WOODLAND WA 98674 RESTAURANT FULL ARM
8312761 1600 SOUTH GRAHAM ST KING SEATTLE WA 98108 INDUSTRIAL NONE FIXED
8312977 3020 R AVENUE SKAGIT ANACORTES WA 98221 MULTIFAMILY FULL ARM
8313173 201- E MEEKER STREET KING KENT WA 98032 RETAIL FULL ARM
8313215 4649 SUNNYSIDE N KING SEATTLE WA 98103 OFFICE FULL ARM
8313413 12532 AURORA AVENUE NORTH KING SEATTLE WA 98133 MIXED USE FULL FIXED
8313504 4910 SW 108TH STREET PIERCE TACOMA WA 98499 MULTIFAMILY FULL FIXED
8313579 2442 8 AVENUE N KING SEATTLE WA 98109 MULTIFAMILY FULL ARM
8313686 47 NORTHEAST 37TH STREET KING AUBURN WA 98002 INDUSTRIAL FULL ARM
8313751 16700 WEST VALLEY HIGHWAY KING TUKWILA WA 98188 RETAIL FULL FIXED
8313843 203 NORTH 36 STREET KING SEATTLE WA 98103 INDUSTRIAL FULL FIXED
8313884 13705 NE BELL RED ROAD KING BELLEVUE WA 98005 OFFICE FULL ARM
8313918 11231 ROOSEVELT WAY NORTH KING SEATTLE WA 98125 OFFICE FULL FIXED
8314015 9510 STONE AVENUE NORTH KING SEATTLE WA 98103 INDUSTRIAL FULL ARM
8314130 13528 HIGHWAY 99 SOUTH SNOHOMISH EVERETT WA 98204 RETAIL FULL ARM
8314163 602 VALLEY MALL BOULEVARD YAKIMA UNION GAP WA 98903 INDUSTRIAL FULL FIXED
8314254 13819 MERIDIAN AVENUE E PIERCE PUYALLUP WA 98375 OFFICE FULL ARM
8314320 819 N MILLER STREET CHELAN WENATCHEE WA 98801 OFFICE FULL ARM
8314452 5210 11 AVENUE KING SEATTLE WA 98105 MULTIFAMILY FULL FIXED
8314585 921 NORTH CENTRAL KING KENT WA 98031 RETAIL FULL ARM
8314593 525 N STEELHEAD WAY ADA BOISE ID 83704 RETAIL FULL ARM
8314601 5000 1ST AVENUE S KING SEATTLE WA 98134 INDUSTRIAL FULL ARM
8314635 955 LIND AVENUE SW KING RENTON WA 98057 INDUSTRIAL FULL ARM
8314767 1811 IOWA STREET WHATCOM BELLINGHAM WA 98226 MIXED USE FULL FIXED
8314890 13901 NE 175TH STREET KING WOODINVILLE WA 98072 OFFICE FULL ARM
8314916 2020 13TH STREET KITSAP BREMERTON WA 98310 MULTIFAMILY FULL FIXED
8315087 1741 1 AVENUE SOUTH KING SEATTLE WA 98134 INDUSTRIAL FULL ARM
8315202 9321 BAYSHORE DRIVE KITSAP SILVERDALE WA 98383 OFFICE FULL ARM
8315236 17034 AURORA AVENUE NORTH KING SEATTLE WA 98133 RETAIL FULL FIXED
8315483 18019 AURORA AVENUE NORTH KING SEATTLE WA 98133 OFFICE FULL ARM
8315533 210 NORTH QUEEN ANNE AVE KING SEATTLE WA 98109 MIXED USE FULL ARM
8315665 11027 W 47 AVENUE SNOHOMISH MUKILTEO WA 98275 MIXED USE FULL FIXED
8315707 32945 PACIFIC HIGHWAY SOUTH KING FEDERAL WAY WA 98063 RETAIL FULL ARM
8315723 2755 NORTHUP WAY KING BELLEVUE WA 98004 OFFICE FULL ARM
8315814 1639 23 AVENUE NEZ PERCE LEWISTON ID 83501 OFFICE FULL FIXED
8315962 19303 STATE ROUTE 2 SNOHOMISH MONROE WA 98272 RESTAURANT FULL FIXED
8315970 4044 WEST 22 AVENUE KING SEATTLE WA 98199 MIXED USE FULL ARM
8315988 720 NORTH 35TH STREET KING SEATTLE WA 98103 OFFICE FULL ARM
8315996 733 MONTESANO STREET GRAYS HARBOR WESTPORT WA 98595 RETAIL FULL ARM
8316051 9522 OAK BAY ROAD JEFFERSON PORT LUDLOW WA 98365 OFFICE FULL FIXED
8316101 944-950 NW LEARY WAY KING SEATTLE WA 98107 INDUSTRIAL FULL ARM
8316135 1274 7TH STREET JEFFERSON PORT TOWNSEND WA 98368 OFFICE FULL FIXED
8316275 333 NORTH WESTLAKE AVENUE KING SEATTLE WA 98109 INDUSTRIAL FULL ARM
8316366 12025 LAKE CITY WAY NE KING SEATTLE WA 98125 RETAIL FULL ARM
8316382 5724 NORTH 46 STREET PIERCE TACOMA WA 98407 RETAIL FULL ARM
8316424 4521 MCKINLEY STREET KING CARNATION WA 98014 OFFICE FULL FIXED
8316564 1300 EAST PIKE STREET KING SEATTLE WA 98112 INDUSTRIAL FULL FIXED
8316671 507 FISHER LANE SKAGIT BURLINGTON WA 98233 RETAIL FULL ARM
8316689 13610 SOUTH 1 AVENUE KING SEATTLE WA 98168 INDUSTRIAL FULL ARM
8316713 3417 1ST SOUTH AVE KING SEATTLE WA 98134 MIXED USE FULL ARM
8316721 10726 AURORA AVENUE N. KING SEATTLE WA 98133 INDUSTRIAL FULL ARM
8316747 16919-23 48TH AVENUE W. SNOHOMISH LYNNWOOD WA 98037 INDUSTRIAL FULL FIXED
8316788 35100 PACIFIC HIGHWAY S KING FEDERAL WAY WA 98002 INDUSTRIAL FULL ARM
8316804 1900 NE 112TH AVENUE KING BELLEVUE WA 98004 OFFICE FULL FIXED
8316887 1622 NORTH QUEEN ANNE AVE KING SEATTLE WA 98109 MIXED USE FULL FIXED
8317000 344 GRUBER AVE ADA MERIDIAN ID 83642 MULTIFAMILY FULL FIXED
8317042 2824 WEST KAUFFMAN AVE CLARK VANCOUVER WA 98660 INDUSTRIAL FULL ARM
8317125 19425 WEST 40 AVENUE SNOHOMISH LYNNWOOD WA 98036 RETAIL FULL ARM
8317190 4103 WEST BRIDGEPORT WAY PIERCE TACOMA WA 98466 OFFICE FULL ARM
8317208 4450 NORTH GREENLAKE WAY KING SEATTLE WA 98103 HOTEL/MOTEL FULL ARM
8317315 1119 LAWRENCE STREET JEFFERSON PORT TOWNSEND WA 98368 OFFICE FULL ARM
8317323 114 - 128 E. 8 TH STREET CLALLAM PORT ANGELES WA 98362 INDUSTRIAL FULL ARM
8317398 6744 NE BOTHELL WAY KING SEATTLE WA 98011 RETAIL FULL ARM
8317430 22126 SE 237TH STREET KING MAPLE VALLEY WA 98038 OFFICE FULL FIXED
8317455 1482 SLATER ROAD WHATCOM BELLINGHAM WA 98226 INDUSTRIAL FULL ARM
8317471 722 AVENUE D SNOHOMISH SNOHOMISH WA 98290 INDUSTRIAL FULL FIXED
8317489 1 NORTHSHORE DRIVE KLICKITAT WHITE SALMON WA 98672 INDUSTRIAL FULL ARM
8317505 901 WEST BROADWAY SPOKANE SPOKANE WA 99201 OFFICE FULL ARM
8317596 419 WEST 3RD AVENUE KING SEATTLE WA 98119 INDUSTRIAL FULL FIXED
8317711 7100 NORTHEAST ROOSEVELT KING SEATTLE WA 98115 INDUSTRIAL FULL FIXED
8317794 500 EAST 15 AVENUE KING SEATTLE WA 98112 RETAIL FULL ARM
8317927 104 EAST 14TH AVENUE KING SEATTLE WA 98112 MULTIFAMILY FULL FIXED
8317968 3056 SW 60 AVENUE KING SEATTLE WA 98116 MULTIFAMILY FULL ARM
8318024 930 CENTRAL AVENUE KING KENT WA 98032 MIXED USE FULL FIXED
8318123 1553 NW LEARY WAY MUL KING SEATTLE WA 98107 INDUSTRIAL FULL FIXED
8318164 2511 SOUTH HOLGATE PIERCE TACOMA WA 98402 INDUSTRIAL FULL ARM
8318222 800 EAST 72 STREET PIERCE TACOMA WA 98404 RETAIL FULL FIXED
8318388 104 TREMONT KITSAP PORT ORCHARD WA 98366 OFFICE FULL FIXED
8318404 9841 NORTH VANCOUVER WAY MULTNOMAH PORTLAND OR 97217 INDUSTRIAL FULL FIXED
9117524 3102 EAST MARIETTA SPOKANE SPOKANE WA 99207 MULTIFAMILY FULL FIXED
</TABLE>
<TABLE>
<CAPTION>
Adjustable
First Cut-off Maturity Rate
Loan Payment Maturity Original Date Date Mortgage Monthly Mortgage
Number Date Date Balance Balance Balance Loan Type(i) Index Payment(ii) Rate(iii)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1200724 9/1/94 8/1/09 182,000 148,424 Fully Amortizing 6CD 1,812 8.500%
1200757 10/1/94 9/1/04 100,000 90,403 72,889 Balloon FIX 949 9.750%
1200773 10/1/94 9/1/09 675,000 547,101 Fully Amortizing 6CD 6,426 7.750%
1200807 10/1/94 9/1/04 210,000 203,088 190,473 Balloon FIX 1,804 9.750%
1200815 10/1/94 9/1/04 633,750 612,885 574,809 Balloon FIX 5,445 9.750%
1200823 10/1/94 9/1/04 631,000 604,666 554,910 Balloon 6CD 4,548 7.750%
1200856 9/1/94 8/1/04 2,100,000 1,009,215 785,528 Balloon 6CD 9,273 7.500%
1201045 10/1/94 9/1/04 1,500,000 1,413,712 1,258,186 Balloon FIX 13,105 9.500%
1201151 9/1/94 8/1/01 1,000,000 945,296 910,343 Balloon FIX 9,087 10.000%
1201177 10/1/94 9/1/04 250,000 239,831 220,761 Balloon 6CD 1,843 8.000%
1201318 8/1/94 7/1/01 1,000,000 930,261 885,879 Balloon 6ML 7,437 7.470%
1201334 9/1/94 11/1/07 850,000 976,345 765,945 Balloon FIX 8,629 8.875%
1201581 10/1/94 9/1/04 1,550,000 1,442,774 1,253,393 Balloon 6ML 11,763 7.750%
1202563 11/1/94 10/1/09 500,000 406,657 Fully Amortizing 6CD 4,751 7.750%
1202621 11/1/94 10/1/09 130,000 106,954 Fully Amortizing 6CD 1,321 9.000%
1202803 9/1/94 8/1/01 236,929 212,087 195,728 Balloon 6CD 2,055 8.370%
1202852 7/1/88 6/1/03 84,000 62,276 56,782 Balloon PRM 600 9.750%
1203108 11/1/94 10/1/01 413,000 396,581 384,272 Balloon 6CD 3,045 8.000%
1203223 7/1/83 7/1/13 360,897 317,788 Fully Amortizing 6CD 3,188 8.370%
1203512 1/1/95 12/1/01 975,000 913,884 864,447 Balloon 6CD 7,457 7.825%
1203561 11/1/94 10/1/09 1,000,000 812,469 Fully Amortizing 6ML 9,439 7.625%
1203629 2/1/95 1/1/02 1,325,000 1,188,878 1,076,227 Balloon 6CD 10,854 7.625%
1203678 12/1/94 11/1/04 760,000 635,166 388,654 Balloon FIX 8,144 9.950%
1203686 12/1/94 11/1/04 770,000 643,524 393,769 Balloon FIX 8,251 9.950%
1203702 12/1/94 11/1/04 100,000 97,272 91,734 Balloon FIX 915 10.500%
1203728 11/1/94 10/1/09 142,500 117,181 Fully Amortizing 6CD 1,416 8.500%
1203801 12/1/94 11/1/01 280,000 262,681 249,923 Balloon 6CD 2,259 8.500%
1203850 11/1/94 10/1/04 380,000 359,697 324,078 Balloon FIX 3,320 9.500%
1204064 1/1/95 12/1/04 192,000 121,301 109,549 Balloon 6CD 1,012 8.625%
1204080 12/1/94 11/1/04 90,000 81,238 64,385 Balloon 6CD 811 9.000%
1204122 12/1/94 11/1/04 1,150,000 1,100,762 1,012,731 Balloon FIX 8,536 8.125%
1204254 4/1/95 5/1/05 700,000 480,641 Fully Amortizing FIX 9,114 10.125%
1204320 12/1/94 11/1/09 1,375,000 1,121,271 Fully Amortizing FIX 13,332 8.250%
1204338 1/1/95 12/1/01 993,000 930,354 876,618 Balloon 6CD 7,391 7.500%
1204353 1/1/95 12/1/01 255,000 181,240 158,308 Balloon 6CD 1,919 8.125%
1453711 8/10/91 11/10/00 579,000 442,330 419,273 Balloon FIX 5,124 10.680%
1512110 5/1/85 4/1/00 160,000 115,281 112,184 Balloon 6CD 1,069 8.000%
1536911 8/1/85 8/1/04 500,000 302,801 241,500 Balloon 6ML 2,676 7.375%
1536994 12/1/85 9/1/01 1,340,000 940,265 831,497 Balloon 6CD 10,144 8.250%
1619089 6/1/86 5/1/01 87,000 57,818 54,571 Balloon 6CD 564 9.000%
1619741 2/1/86 1/1/01 230,000 43,328 39,843 Balloon 6CD 466 8.125%
1622026 12/1/86 10/1/06 520,000 362,541 108,755 Balloon FIX 4,793 9.125%
1622372 4/1/87 3/1/02 1,250,000 1,009,191 930,523 Balloon 6CD 8,867 8.000%
1622430 11/1/87 3/1/02 525,000 415,808 384,064 Balloon 6CD 3,681 8.000%
1622455 5/1/87 4/1/02 153,178 102,045 92,979 Balloon 6CD 919 8.000%
1622638 2/1/89 1/1/04 760,000 667,763 589,234 Balloon 6CD 5,572 7.875%
1622984 2/1/87 1/1/02 880,000 487,319 355,068 Balloon 6CD 7,103 8.000%
1623693 3/1/97 2/1/07 1,060,000 756,607 380,162 Balloon 6ML 7,832 7.625%
1623826 2/1/87 1/1/02 440,000 361,168 334,080 Balloon 6CD 3,161 7.875%
1624535 5/1/87 4/1/02 730,337 679,589 624,676 Balloon FIX 5,909 7.880%
1624659 5/1/87 4/1/02 625,000 540,449 501,491 Balloon FIX 5,094 9.070%
1625417 10/1/88 9/1/03 270,000 209,686 185,508 Balloon 6CD 1,715 7.500%
1759984 6/13/88 5/13/08 165,000 109,798 Fully Amortizing 6CD 1,420 8.000%
1760495 2/1/89 6/1/01 390,000 83,439 Fully Amortizing FIX 3,687 9.375%
1785930 5/1/88 6/1/03 600,000 520,543 461,607 Balloon FIX 4,191 7.210%
1786417 7/1/88 6/1/03 502,500 117,376 91,561 Balloon 6CD 1,230 7.875%
1787191 10/1/88 9/1/03 600,000 491,752 400,132 Balloon FIX 4,879 8.230%
1787225 2/1/89 1/1/04 1,180,000 1,009,353 859,630 Balloon 6CD 10,963 10.500%
1787282 9/1/88 8/1/03 975,000 407,332 Fully Amortizing FIX 9,430 7.910%
1787472 6/1/89 9/1/04 354,500 295,843 230,538 Balloon 6CD 2,754 7.750%
1787555 11/8/88 11/1/03 342,022 294,246 238,968 Balloon 6CD 2,947 8.500%
1788009 9/1/90 2/1/06 589,135 562,598 474,846 Balloon FIX 4,639 8.125%
1788033 1/1/89 12/1/00 233,779 216,567 209,885 Balloon 6ML 1,906 8.625%
1788231 4/1/90 3/1/05 475,000 272,577 223,176 Balloon 6CD 2,226 7.250%
1788306 7/1/90 6/1/05 500,000 291,538 Fully Amortizing 6CD 5,075 8.125%
1789031 4/1/92 3/1/02 1,050,000 402,232 Fully Amortizing FIX 13,518 9.380%
1789460 11/4/89 9/4/04 135,000 95,824 56,452 Balloon 6CD 1,101 7.500%
1790302 10/1/90 9/1/05 700,000 626,849 535,958 Balloon FIX 5,088 7.940%
1790575 6/1/94 5/1/01 240,000 213,383 203,199 Balloon FIX 2,116 9.625%
1791094 10/1/92 9/1/02 875,000 792,616 729,947 Balloon FIX 7,493 9.250%
1791458 3/1/92 2/1/02 900,000 659,766 579,540 Balloon FIX 7,566 9.750%
1791474 4/1/92 3/1/02 1,440,000 1,313,301 1,245,791 Balloon 6ML 9,923 7.375%
1791631 11/1/92 10/1/02 650,000 575,238 520,935 Balloon 6ML 4,852 7.625%
1791771 5/1/92 4/1/02 375,000 328,844 302,260 Balloon 6ML 2,858 7.875%
1791789 8/10/93 7/10/03 1,680,000 1,456,467 1,203,611 Balloon FIX 15,251 9.125%
1791821 9/1/92 9/1/02 1,500,000 1,311,713 1,183,470 Balloon 6ML 10,720 7.125%
1791839 12/1/92 11/1/02 750,000 612,356 514,720 Balloon 6ML 6,280 8.250%
1792076 6/1/93 5/1/03 1,200,000 1,137,726 1,074,752 Balloon FIX 9,655 9.000%
1792910 1/1/95 12/1/04 1,100,000 965,878 860,857 Balloon FIX 9,865 10.800%
1792944 6/1/93 4/30/03 790,000 191,603 154,725 Balloon 6ML 1,912 7.750%
1792985 3/1/93 2/1/03 1,150,000 533,420 447,302 Balloon FIX 5,660 9.000%
1793041 11/1/92 10/1/07 448,500 316,371 Fully Amortizing FIX 4,458 8.875%
1793181 7/1/93 6/1/03 685,700 581,670 476,303 Balloon 6ML 5,748 8.000%
1793488 4/1/95 2/1/02 565,000 533,413 506,299 Balloon FIX 4,645 8.750%
1793561 6/1/93 5/1/03 215,000 161,411 106,897 Balloon FIX 2,197 9.125%
1794098 2/1/94 1/1/04 742,000 682,597 602,323 Balloon 6ML 5,696 7.875%
1794171 8/1/94 7/1/04 592,000 354,641 278,659 Balloon 6ML 3,344 7.875%
1794445 11/1/94 8/1/04 1,200,000 628,530 502,361 Balloon FIX 6,200 8.750%
1794585 11/1/93 10/1/00 375,000 283,451 255,194 Balloon FIX 3,597 8.125%
1794692 2/1/94 1/1/04 429,200 375,772 304,919 Balloon FIX 3,815 8.830%
1794700 8/1/94 7/1/04 560,000 392,600 232,562 Balloon 6ML 4,583 7.375%
1794866 12/1/93 11/1/03 770,000 670,804 547,743 Balloon FIX 6,866 8.875%
1794999 5/1/94 4/1/04 1,143,750 996,213 783,070 Balloon 6ML 9,192 7.375%
1795004 4/1/94 3/1/01 1,250,000 1,163,916 1,124,311 Balloon FIX 10,597 9.125%
1795137 6/1/94 5/1/01 1,112,500 1,032,084 986,858 Balloon FIX 8,390 7.625%
1795145 9/15/88 11/1/03 190,000 77,582 Fully Amortizing FIX 1,725 8.250%
1795160 9/19/98 11/1/03 144,396 80,539 Fully Amortizing FIX 1,810 8.750%
1795194 1/1/94 12/1/03 297,500 260,818 213,139 Balloon FIX 2,701 9.125%
1795202 1/1/94 12/1/00 255,500 222,009 209,678 Balloon FIX 2,217 8.500%
1795236 3/1/94 2/1/01 350,000 104,182 31,117 Balloon FIX 4,129 8.125%
1795244 2/1/94 1/1/01 250,000 73,807 28,785 Balloon FIX 2,735 8.280%
1795251 12/1/94 11/1/04 197,000 181,403 148,743 Balloon FIX 2,050 11.125%
1795335 6/1/94 5/1/01 225,000 201,758 189,346 Balloon FIX 2,153 9.875%
1795343 6/1/94 5/1/01 400,000 358,681 336,615 Balloon FIX 3,827 9.875%
1795434 6/1/94 5/1/01 215,000 174,170 152,455 Balloon FIX 2,278 9.750%
1795442 1/1/94 12/1/03 724,800 406,859 Fully Amortizing FIX 8,928 8.350%
1795475 2/1/94 1/1/01 401,000 360,275 347,326 Balloon 6ML 3,006 7.875%
1795913 5/1/94 4/1/04 575,000 516,642 424,698 Balloon FIX 5,644 10.250%
1795921 3/1/94 2/1/04 435,000 207,447 127,022 Balloon 6ML 2,518 7.625%
1796051 7/1/96 6/1/06 304,850 287,054 216,765 Balloon 6ML 2,703 8.750%
1796200 6/1/94 5/1/04 530,000 491,120 431,090 Balloon 6ML 4,108 8.000%
1796242 1/1/95 12/1/01 635,000 583,858 542,208 Balloon FIX 6,447 10.750%
1796317 4/1/94 3/1/04 205,000 120,325 Fully Amortizing FIX 2,532 8.410%
1796408 5/1/94 4/1/01 425,000 375,762 351,769 Balloon FIX 3,810 8.950%
1796481 5/1/94 4/1/04 800,000 703,068 562,905 Balloon FIX 6,943 8.500%
1796507 9/1/95 4/1/01 500,000 130,201 82,763 Balloon 6ML 2,855 7.750%
1796655 5/1/94 4/1/04 183,500 163,388 132,845 Balloon FIX 1,710 9.500%
1796762 6/1/94 5/1/09 1,285,000 969,616 298,625 Balloon FIX 10,784 9.000%
1796994 5/1/94 4/1/04 468,750 432,342 378,186 Balloon 6ML 3,522 7.625%
1797430 7/1/94 6/1/01 725,000 580,049 537,554 Balloon FIX 5,564 8.125%
1797703 11/5/77 10/5/02 1,600,000 438,650 Fully Amortizing FIX 13,427 9.000%
1797729 9/5/79 10/5/07 1,582,500 925,405 Fully Amortizing FIX 13,200 9.250%
1797737 9/5/79 8/5/07 1,470,000 841,110 Fully Amortizing FIX 12,261 9.250%
1797943 7/1/94 6/1/01 200,000 160,801 139,064 Balloon FIX 2,005 8.750%
1798057 9/1/94 8/1/04 500,000 472,649 423,819 Balloon FIX 4,544 10.000%
1798149 8/1/94 7/1/04 510,400 405,297 238,846 Balloon 6ML 4,679 7.125%
1846187 9/1/79 5/1/01 202,000 53,372 Fully Amortizing 6ML 2,420 8.250%
1846195 3/20/84 8/20/02 600,000 400,601 346,858 Balloon 6ML 3,686 7.375%
1864909 7/1/95 6/1/02 225,000 193,645 159,985 Balloon FIX 2,401 9.875%
1865203 11/1/94 10/1/04 240,000 220,522 184,433 Balloon 6ML 1,860 7.625%
1865211 11/1/94 10/1/04 160,000 146,816 122,790 Balloon 6ML 1,238 7.625%
1865229 11/1/94 10/1/04 200,000 183,768 153,694 Balloon 6ML 1,550 7.625%
1865658 5/1/95 4/1/10 968,000 822,347 Fully Amortizing FIX 10,108 9.500%
1865708 10/1/94 9/1/04 745,684 602,153 354,698 Balloon 6ML 7,032 7.625%
1865773 11/1/94 10/1/00 625,000 177,375 Fully Amortizing FIX 11,111 8.500%
1865781 10/1/94 9/1/04 807,000 761,439 678,789 Balloon FIX 7,124 9.630%
1865849 4/1/95 3/1/05 1,087,500 1,044,804 941,958 Balloon FIX 10,757 11.125%
1865880 10/1/95 7/1/02 1,500,000 1,424,526 1,334,571 Balloon 6ML 11,504 7.875%
1865906 10/1/94 9/1/01 315,000 285,937 266,218 Balloon FIX 3,066 10.125%
1865971 12/1/95 11/1/05 380,000 328,666 281,653 Balloon 6ML 2,725 8.250%
1866060 12/15/94 11/15/04 365,000 349,288 315,434 Balloon FIX 3,577 11.000%
1866128 6/1/96 3/1/06 395,250 385,300 349,201 Balloon 6ML 2,906 8.000%
1866177 12/1/94 1/1/05 185,000 158,049 97,916 Balloon FIX 2,103 11.000%
1866276 1/1/96 12/1/05 847,000 485,225 375,880 Balloon FIX 4,814 9.375%
1866359 2/1/95 1/1/05 1,072,000 797,727 659,902 Balloon 6ML 6,726 7.625%
1866441 12/1/94 11/1/04 750,000 702,917 610,918 Balloon 6ML 5,822 8.000%
1866516 4/1/95 3/1/05 230,000 219,538 194,843 Balloon FIX 2,074 9.875%
1866664 7/1/95 6/1/02 510,000 397,545 279,703 Balloon 6ML 5,629 8.250%
1866748 1/1/96 12/1/05 660,000 321,642 278,703 Balloon FIX 2,819 9.000%
1866805 2/1/95 1/1/05 530,000 498,414 430,963 Balloon 6ML 4,076 7.875%
1866862 2/1/95 1/1/05 226,919 157,650 Fully Amortizing FIX 3,126 11.000%
1866870 3/1/95 2/1/05 288,614 271,697 235,470 Balloon 6ML 2,261 8.125%
1867126 10/1/95 9/1/05 435,000 414,107 358,791 Balloon FIX 3,576 8.750%
1867209 5/1/97 4/1/07 530,000 514,821 423,533 Balloon 6ML 3,884 7.375%
1867282 4/1/95 3/1/02 980,000 817,329 674,720 Balloon FIX 9,641 8.500%
1867290 7/1/95 6/1/05 380,000 325,614 191,392 Balloon FIX 3,968 9.500%
1867365 5/1/95 4/1/00 510,000 429,165 408,828 Balloon FIX 5,097 8.750%
1867456 5/1/95 4/1/05 715,000 606,472 358,579 Balloon FIX 7,412 9.375%
1867688 4/1/95 3/1/02 840,000 520,528 427,523 Balloon 6ML 5,999 8.000%
1867787 8/1/95 7/1/02 250,000 211,939 170,067 Balloon 6ML 2,354 7.625%
1867829 12/1/95 11/1/05 350,000 333,412 284,491 Balloon 6ML 2,711 8.000%
1867845 4/1/95 3/1/05 250,000 225,772 175,185 Balloon FIX 2,149 8.375%
1867985 9/1/95 8/1/10 325,000 276,706 Fully Amortizing 6ML 3,059 7.625%
1868041 5/1/95 4/1/05 930,000 465,359 346,989 Balloon 6ML 4,218 7.375%
1868082 12/1/95 11/1/05 150,000 138,292 104,417 Balloon 6ML 1,260 8.000%
1868173 5/1/96 2/1/06 1,440,000 1,350,974 1,045,592 Balloon FIX 13,188 9.250%
1962489 4/1/90 10/1/04 250,000 170,562 133,485 Balloon 6ML 1,620 8.125%
2001188 5/1/93 3/1/03 500,000 149,676 Fully Amortizing FIX 4,440 10.000%
2001246 9/1/91 7/1/01 595,000 249,818 226,621 Balloon FIX 2,621 8.500%
2001345 6/1/93 5/1/08 335,000 314,703 261,200 Balloon 6CD 2,565 8.500%
2001550 2/1/78 1/1/05 1,050,000 442,163 Fully Amortizing FIX 8,828 9.250%
2001576 11/1/78 10/1/03 175,000 60,293 Fully Amortizing FIX 1,622 10.250%
2001592 1/1/80 11/1/09 93,750 63,022 Fully Amortizing FIX 806 9.750%
2001626 1/1/80 11/1/09 92,300 62,139 Fully Amortizing FIX 794 9.750%
2001634 1/1/80 11/1/09 92,300 62,139 Fully Amortizing FIX 794 9.750%
2001816 6/1/79 5/1/04 262,500 112,518 Fully Amortizing FIX 2,433 10.250%
2002624 6/1/78 5/1/03 840,000 290,582 Fully Amortizing FIX 7,493 9.750%
2002723 9/1/78 8/1/03 200,000 74,762 Fully Amortizing FIX 1,818 10.000%
2003291 10/1/78 9/1/03 850,000 318,202 Fully Amortizing FIX 7,500 9.625%
2003325 5/1/78 4/1/03 160,000 51,875 Fully Amortizing FIX 1,398 9.500%
2003341 2/1/79 1/1/04 164,300 66,558 Fully Amortizing FIX 1,523 10.250%
2003481 5/1/78 4/1/03 356,250 183,982 96,800 Balloon FIX 3,035 9.500%
2003523 5/1/78 4/1/03 163,000 55,811 Fully Amortizing FIX 1,424 9.500%
2003713 12/1/78 11/1/03 325,000 116,224 Fully Amortizing FIX 3,013 10.250%
2003846 4/1/94 3/1/04 1,200,000 1,042,696 829,233 Balloon FIX 9,963 7.900%
2004000 5/1/94 4/1/04 329,300 287,738 266,234 Balloon 6CD 2,223 8.000%
2004034 5/1/94 4/1/04 140,000 134,060 124,709 Balloon 6CD 1,081 8.500%
2004042 5/1/94 4/1/04 350,000 326,437 290,746 Balloon 6CD 2,682 8.000%
2004448 1/1/97 12/1/11 168,000 95,687 Fully Amortizing 6ML 1,014 8.125%
2004737 1/1/78 12/1/02 200,000 62,969 Fully Amortizing FIX 1,748 9.500%
2004802 10/1/78 1/1/04 157,000 61,712 Fully Amortizing FIX 1,400 9.750%
2004927 6/1/74 5/1/04 2,100,000 680,790 Fully Amortizing FIX 15,410 8.000%
2005239 1/1/94 12/1/03 210,000 119,244 Fully Amortizing 6CD 2,632 8.625%
2005254 1/1/94 12/1/03 180,000 171,581 160,439 Balloon 6CD 1,403 8.625%
2005270 1/1/94 12/1/08 131,250 125,127 103,402 Balloon 6CD 1,023 8.625%
2005288 1/1/94 12/1/03 100,000 80,303 54,739 Balloon 6CD 966 8.625%
2005304 1/1/94 12/1/08 409,000 315,474 Fully Amortizing 6CD 3,957 8.125%
2005361 1/1/94 12/1/03 350,000 298,586 233,080 Balloon 6CD 3,031 8.125%
2005395 1/1/94 12/1/08 500,000 458,181 319,161 Balloon 6CD 3,830 7.875%
2005403 1/1/94 12/1/03 263,000 217,744 190,419 Balloon 6CD 1,895 8.125%
2005429 2/1/94 1/1/09 429,000 333,287 Fully Amortizing 6CD 4,157 8.125%
2005445 2/1/94 1/1/09 500,000 386,873 Fully Amortizing 6CD 4,774 7.875%
2005452 2/1/94 1/1/04 265,000 230,825 185,316 Balloon 6CD 2,249 8.125%
2005460 2/1/94 1/1/04 500,000 474,379 439,754 Balloon 6CD 3,638 7.875%
2005510 9/1/93 8/1/08 456,000 343,083 Fully Amortizing 6CD 4,384 8.000%
2005577 9/1/93 8/1/08 250,000 213,993 105,025 Balloon 6CD 2,101 8.000%
2005585 9/1/93 8/1/08 500,000 426,258 207,420 Balloon 6CD 4,125 7.750%
2005684 10/1/93 9/1/08 590,000 537,164 374,850 Balloon 6CD 4,474 7.750%
2005783 5/1/90 5/1/00 980,000 926,262 916,666 Balloon FIX 9,612 11.375%
2005817 9/1/93 10/1/00 980,000 731,103 655,500 Balloon FIX 9,295 7.875%
2005924 2/1/94 2/1/01 1,540,000 1,102,963 1,052,165 Balloon 1CMT 9,295 7.375%
2005940 4/1/94 2/1/01 1,000,000 687,305 555,770 Balloon FIX 10,962 8.250%
2005973 5/1/94 6/1/04 590,000 550,301 492,294 Balloon FIX 4,901 8.875%
2006005 10/1/93 9/1/08 425,000 401,663 328,153 Balloon 6CD 3,127 8.000%
2006013 10/1/93 9/1/08 451,000 426,363 348,332 Balloon 6CD 3,319 8.000%
2006021 10/1/93 9/1/08 150,000 142,481 117,764 Balloon 6CD 1,156 8.500%
2006062 10/1/93 9/1/08 255,000 240,997 196,891 Balloon 6CD 1,876 8.000%
2006088 10/1/93 9/1/08 236,000 214,913 146,306 Balloon 6CD 1,931 8.500%
2006138 10/1/93 9/1/08 294,000 252,473 123,527 Balloon 6CD 2,471 8.000%
2006161 11/1/93 10/1/03 500,000 471,624 438,105 Balloon 6CD 3,590 7.750%
2006203 11/1/93 10/1/03 1,350,000 723,127 Fully Amortizing FIX 16,113 7.625%
2006211 11/1/93 10/1/08 390,000 364,845 297,742 Balloon 6CD 2,837 8.000%
2006237 11/1/93 10/1/03 564,000 426,810 268,182 Balloon 6CD 5,333 7.750%
2006252 11/1/93 10/1/08 320,000 232,703 152,753 Balloon 6CD 2,034 8.000%
2006260 11/1/93 10/1/08 148,000 135,916 96,398 Balloon 6CD 1,182 8.375%
2006294 12/1/93 11/1/08 250,000 191,457 Fully Amortizing 6CD 2,453 8.500%
2006328 1/1/94 12/1/03 631,000 484,395 301,452 Balloon 6CD 6,013 7.875%
2006336 12/1/93 11/1/03 380,000 291,015 184,191 Balloon 6CD 3,729 8.500%
2006344 1/1/94 12/1/08 806,250 762,623 619,101 Balloon 6CD 5,855 7.875%
2006351 12/1/93 11/1/08 350,000 268,040 Fully Amortizing 6CD 3,435 8.500%
2006369 12/1/93 11/1/08 375,000 355,231 293,005 Balloon 6CD 2,877 8.500%
2006385 12/1/93 10/1/08 740,000 686,838 538,929 Balloon 6CD 5,603 8.250%
2006419 1/1/94 11/1/03 101,000 89,002 73,479 Balloon FIX 941 9.500%
2006427 1/1/94 11/1/03 101,000 89,002 73,479 Balloon FIX 941 9.500%
2006435 1/1/94 11/1/03 101,000 89,002 73,479 Balloon FIX 941 9.500%
2006484 11/1/93 10/1/08 500,000 74,251 28,389 Balloon 6CD 760 7.750%
2006500 11/1/93 10/1/01 265,000 99,102 Fully Amortizing 6CD 3,770 8.000%
2006534 11/1/93 10/1/03 1,105,000 611,766 533,845 Balloon 6CD 5,217 7.750%
2006625 2/1/94 1/1/04 861,058 792,643 703,903 Balloon FIX 6,861 8.375%
2006690 2/1/94 1/1/01 1,000,000 773,746 683,583 Balloon 6CD 9,549 7.875%
2006757 2/1/94 1/1/01 981,799 698,126 648,836 Balloon 6CD 7,026 7.875%
2006773 2/1/94 1/1/04 350,000 226,041 151,510 Balloon 6CD 2,653 8.125%
2006781 3/1/94 2/1/09 1,095,000 852,948 Fully Amortizing FIX 10,299 7.500%
2006807 2/1/94 1/1/04 570,000 519,278 451,726 Balloon 6CD 4,432 7.875%
2006864 2/1/94 1/1/09 118,000 88,597 40,764 Balloon 6CD 906 8.625%
2006872 2/1/94 1/1/04 397,000 270,608 242,189 Balloon 6CD 2,260 8.125%
2006880 3/1/94 2/1/04 165,000 152,051 133,690 Balloon FIX 1,466 9.500%
2006955 2/1/94 1/1/09 183,300 157,754 130,236 Balloon 6CD 1,289 8.625%
2007052 3/1/94 2/1/04 100,000 92,060 80,601 Balloon 6CD 820 8.500%
2007110 4/1/94 3/1/04 319,000 294,989 259,817 Balloon 6CD 2,476 8.000%
2007128 4/1/94 3/1/04 325,000 300,963 275,700 Balloon FIX 2,644 9.125%
2007136 4/1/94 3/1/04 1,395,000 1,285,529 1,127,374 Balloon 6CD 10,535 7.680%
2007151 4/1/94 3/1/04 400,000 366,842 318,432 Balloon 6CD 3,147 8.000%
2007185 4/1/94 3/1/09 525,000 422,534 340,808 Balloon 6CD 3,199 7.750%
2007201 4/1/94 3/1/01 1,500,000 1,387,349 1,336,567 Balloon FIX 12,078 8.500%
2007300 4/1/79 6/1/03 341,250 142,116 29,563 Balloon FIX 3,101 10.000%
2007474 1/1/79 12/1/03 210,000 81,208 Fully Amortizing FIX 1,873 9.750%
2007482 2/1/79 1/1/04 275,000 111,631 Fully Amortizing FIX 2,549 10.250%
2009173 6/1/79 5/1/09 1,800,000 1,140,990 Fully Amortizing FIX 15,150 9.500%
2009181 9/1/96 8/1/09 327,199 288,912 Fully Amortizing FIX 3,804 10.250%
2009207 8/1/95 7/1/00 737,343 676,966 655,791 Balloon FIX 6,634 9.000%
2009546 2/1/95 1/1/02 881,224 826,358 779,004 Balloon 6ML 6,554 7.500%
2009652 5/1/95 4/1/00 280,000 232,328 227,147 Balloon FIX 2,435 10.000%
2009702 11/1/94 10/1/04 226,388 151,261 Fully Amortizing FIX 3,071 10.625%
2009710 1/1/85 2/1/05 125,589 87,302 Fully Amortizing FIX 1,686 10.375%
2009751 6/1/85 8/1/02 958,500 796,524 718,289 Balloon FIX 7,875 9.180%
2009785 8/1/85 10/1/02 185,740 160,130 127,105 Balloon 6ML 1,776 7.875%
2009827 9/1/85 10/1/08 134,205 120,060 Fully Amortizing 6ML 1,571 8.875%
2009900 12/1/95 11/1/10 173,524 150,574 Fully Amortizing FIX 1,734 8.750%
2010270 11/1/85 10/1/00 388,000 65,160 Fully Amortizing PRM 4,112 9.500%
2010296 11/1/95 10/1/02 198,807 183,931 164,042 Balloon 6ML 1,735 8.500%
2010395 11/1/94 10/1/04 210,498 140,645 Fully Amortizing FIX 2,855 10.625%
2010411 8/1/95 7/1/02 373,500 342,421 308,566 Balloon FIX 3,325 8.850%
2010718 3/1/96 2/1/11 62,800 52,701 Fully Amortizing 6ML 607 9.000%
2010809 7/1/96 6/1/06 460,000 407,294 340,805 Balloon 6ML 3,150 7.500%
2010908 9/1/96 8/1/01 452,000 384,171 341,387 Balloon 6ML 4,188 8.375%
2010916 2/1/97 1/1/12 1,097,122 1,007,322 Fully Amortizing FIX 11,128 9.000%
2010932 6/1/96 5/1/06 394,625 51,600 Fully Amortizing 6ML 811 8.250%
2011054 11/1/96 10/1/06 712,500 690,987 592,865 Balloon FIX 6,042 9.125%
2011062 11/1/96 10/1/11 259,497 237,270 Fully Amortizing FIX 2,749 9.750%
2011104 5/1/96 4/1/06 204,000 130,202 Fully Amortizing FIX 2,163 9.750%
2011179 11/1/96 10/1/11 138,685 126,480 Fully Amortizing 6ML 1,413 9.000%
2011682 10/1/96 9/1/11 350,000 296,255 Fully Amortizing 6ML 3,237 8.500%
2011757 10/1/96 9/1/11 177,912 161,565 Fully Amortizing 6ML 1,800 8.875%
2011799 1/1/81 3/1/11 96,000 57,980 Fully Amortizing FIX 1,176 14.500%
2012003 8/1/86 8/1/11 400,000 267,146 Fully Amortizing 6ML 2,838 7.875%
2012086 11/1/96 10/1/06 183,000 135,525 Fully Amortizing 6ML 2,110 9.250%
2012169 8/1/86 7/1/01 210,000 179,328 169,506 Balloon PRM 1,740 9.250%
2012177 8/1/86 7/1/01 170,000 146,637 139,171 Balloon FIX 1,492 10.000%
2012193 3/1/96 2/1/06 735,000 681,836 515,258 Balloon FIX 6,320 8.375%
2012243 11/1/96 10/1/11 240,563 220,923 Fully Amortizing FIX 2,659 10.500%
2012516 7/1/86 4/1/01 1,500,000 1,281,296 1,219,672 Balloon PRM 12,458 9.250%
2012607 8/1/79 7/1/04 246,000 104,986 Fully Amortizing FIX 2,194 9.750%
2012797 11/1/96 10/1/11 122,020 111,319 Fully Amortizing 6ML 1,243 9.000%
2012854 9/1/86 8/1/01 285,000 241,506 227,827 Balloon PRM 2,339 9.250%
2013118 10/1/86 9/1/01 120,000 100,912 95,010 Balloon PRM 975 9.250%
2013159 10/1/86 9/1/01 960,000 823,048 774,911 Balloon PRM 7,955 9.250%
2013324 10/1/86 7/1/01 1,100,000 827,164 708,804 Balloon 6CD 10,371 8.760%
2013456 11/1/86 7/1/01 1,137,000 965,125 902,060 Balloon FIX 10,322 10.000%
2013555 5/1/97 4/1/10 483,126 440,373 Fully Amortizing FIX 5,475 9.750%
2013597 12/1/86 9/1/01 200,000 54,396 Fully Amortizing PRM 2,180 9.750%
2013670 8/1/97 7/1/12 1,360,000 1,275,032 Fully Amortizing FIX 14,201 9.500%
2013787 12/1/86 11/1/01 425,000 146,211 137,129 Balloon PRM 1,408 9.250%
2013829 12/1/86 11/1/01 175,000 136,580 121,314 Balloon PRM 1,579 9.750%
2013860 1/1/87 12/1/01 480,000 413,576 387,139 Balloon PRM 3,975 9.250%
2013894 1/1/87 12/1/01 91,000 77,799 72,459 Balloon PRM 790 9.750%
2014025 12/1/86 10/1/01 300,000 261,612 246,730 Balloon PRM 2,601 9.750%
2014066 4/1/97 3/1/07 260,439 222,041 Fully Amortizing 6ML 3,243 8.500%
2014165 5/1/97 4/1/12 223,747 209,113 Fully Amortizing FIX 2,439 10.250%
2014223 2/1/87 1/1/02 230,000 198,730 185,681 Balloon PRM 1,906 9.250%
2014280 2/1/87 1/1/02 200,000 162,620 151,909 Balloon PRM 1,561 9.250%
2014322 2/1/87 1/1/02 375,000 322,978 301,772 Balloon PRM 3,098 9.250%
2014348 2/1/97 1/1/12 515,000 343,083 Fully Amortizing 6ML 3,598 8.000%
2014405 2/1/87 1/1/02 220,000 187,751 175,362 Balloon PRM 1,803 9.250%
2014611 2/1/87 1/1/02 427,500 256,255 238,605 Balloon PRM 2,585 9.750%
2014652 3/1/87 2/1/02 832,000 644,785 601,217 Balloon PRM 6,437 9.750%
2014702 4/1/87 3/1/02 240,000 75,215 Fully Amortizing PRM 2,523 9.250%
2014819 4/1/87 3/1/02 174,800 151,731 141,242 Balloon PRM 1,450 9.250%
2014827 4/1/87 3/1/02 145,200 87,728 63,818 Balloon PRM 1,315 9.250%
2014868 4/1/87 3/1/02 184,000 123,708 114,816 Balloon PRM 1,241 9.750%
2014876 4/1/87 2/1/02 250,000 218,524 204,635 Balloon PRM 2,157 9.750%
2014926 4/1/87 7/1/01 204,000 176,970 167,993 Balloon PRM 1,691 9.250%
2014934 4/1/87 12/1/01 144,000 126,133 118,681 Balloon PRM 1,245 9.750%
2014942 4/1/87 3/1/02 210,000 181,803 169,236 Balloon PRM 1,737 9.250%
2015022 2/1/87 1/1/02 525,000 360,984 336,764 Balloon PRM 3,477 9.250%
2015063 4/1/87 3/1/02 275,000 240,838 224,985 Balloon PRM 2,378 9.750%
2015071 4/1/87 3/1/02 300,000 235,472 219,972 Balloon PRM 2,325 9.750%
2015089 5/1/87 4/1/02 200,000 125,817 117,121 Balloon PRM 1,220 9.500%
2015162 6/1/87 5/1/02 200,000 174,374 162,336 Balloon PRM 1,716 9.750%
2015303 6/1/87 5/1/02 800,000 704,711 656,061 Balloon PRM 6,933 9.750%
2015337 6/1/87 5/1/02 100,000 59,019 54,702 Balloon PRM 587 9.750%
2015378 7/1/87 6/1/02 234,500 156,334 145,294 Balloon PRM 1,535 9.750%
2015394 12/1/94 11/1/01 143,604 129,488 118,982 Balloon 6CD 1,283 8.870%
2015501 1/1/98 12/1/10 238,738 225,326 Fully Amortizing FIX 2,776 10.250%
2015519 7/1/87 6/1/02 128,000 73,460 49,258 Balloon PRM 1,178 9.750%
2015667 8/1/87 7/1/02 124,000 106,350 98,285 Balloon PRM 1,009 9.250%
2015832 8/1/87 7/1/02 540,000 200,113 Fully Amortizing FIX 6,308 11.500%
2015857 6/1/87 5/1/02 510,000 320,748 296,601 Balloon PRM 3,205 9.750%
2015907 8/1/87 7/1/02 140,000 97,183 90,168 Balloon PRM 953 9.750%
2016046 8/1/87 7/1/02 193,000 124,702 88,462 Balloon PRM 1,834 9.500%
2016053 9/1/87 8/1/02 160,000 141,471 131,041 Balloon PRM 1,385 9.750%
2016079 9/1/87 8/1/02 250,000 221,048 204,752 Balloon PRM 2,164 9.750%
2016095 9/1/87 8/1/02 200,000 174,299 161,319 Balloon PRM 1,709 9.750%
2016152 9/1/87 8/1/02 220,000 194,205 179,887 Balloon PRM 1,901 9.750%
2016186 9/1/87 8/1/02 245,000 89,129 Fully Amortizing PRM 2,686 10.000%
2016269 9/1/87 8/1/02 232,500 205,575 190,420 Balloon PRM 2,012 9.750%
2016293 3/1/98 2/1/13 359,367 344,053 Fully Amortizing 6ML 3,469 8.125%
2016343 9/1/87 8/1/02 300,000 265,258 245,703 Balloon PRM 2,597 9.750%
2016376 10/1/87 9/1/02 224,000 162,432 149,589 Balloon PRM 1,536 9.250%
2016400 11/1/87 10/1/02 240,000 98,295 Fully Amortizing FIX 2,958 12.500%
2016574 12/1/87 11/1/02 680,000 425,101 383,145 Balloon PRM 4,320 9.750%
2016624 12/1/87 11/1/02 166,000 135,695 125,077 Balloon PRM 1,322 9.750%
2016699 1/1/88 12/1/02 266,000 234,850 213,795 Balloon PRM 2,331 9.750%
2016814 2/1/88 1/1/03 105,000 90,490 83,144 Balloon PRM 879 9.750%
2016822 2/1/88 1/1/03 235,000 209,140 192,162 Balloon PRM 2,031 9.750%
2016848 3/1/88 2/1/03 190,000 169,566 155,556 Balloon PRM 1,644 9.750%
2016905 4/1/88 3/1/03 325,000 288,977 264,071 Balloon PRM 2,751 9.500%
2016939 3/1/88 2/1/03 150,000 50,967 46,540 Balloon PRM 478 9.250%
2017010 4/1/88 3/1/03 352,500 313,591 286,565 Balloon PRM 2,985 9.500%
2017143 7/1/88 6/1/03 200,000 87,438 Fully Amortizing PRM 2,181 10.000%
2017150 7/1/88 6/1/03 740,000 472,005 428,903 Balloon PRM 4,478 9.500%
2017184 12/1/88 9/1/04 160,000 82,449 Fully Amortizing FIX 1,744 10.250%
2017242 7/1/88 6/1/03 1,240,000 1,091,077 987,285 Balloon PRM 9,988 9.000%
2017275 7/1/88 6/1/03 166,250 148,074 134,674 Balloon PRM 1,403 9.500%
2017283 7/1/88 6/1/03 840,000 739,116 668,805 Balloon PRM 6,766 9.000%
2017309 7/1/88 6/1/03 420,000 375,323 341,787 Balloon PRM 3,586 9.625%
2017341 8/1/88 7/1/03 175,000 158,829 146,151 Balloon PRM 1,646 10.875%
2017374 8/1/88 7/1/03 666,000 593,483 538,258 Balloon PRM 5,566 9.375%
2017556 8/1/88 7/1/03 226,100 152,857 136,056 Balloon PRM 1,447 9.125%
2017630 10/1/88 9/1/03 545,000 447,734 369,579 Balloon PRM 4,708 9.250%
2017721 11/1/88 10/1/03 270,000 153,856 137,814 Balloon PRM 1,484 9.625%
2017739 11/1/88 11/1/01 625,000 158,510 Fully Amortizing FIX 5,896 10.920%
2017770 10/1/88 12/1/02 260,000 234,038 216,927 Balloon PRM 2,245 9.750%
2017796 11/1/88 10/1/03 190,000 170,078 153,749 Balloon PRM 1,601 9.500%
2017945 12/1/88 11/1/03 325,000 291,763 262,998 Balloon PRM 2,720 9.375%
2017978 11/1/88 10/1/03 200,000 114,636 Fully Amortizing 6CD 2,614 8.720%
2017986 12/1/88 11/1/03 780,000 496,872 449,112 Balloon PRM 4,712 9.625%
2018018 2/1/89 1/1/04 330,000 156,043 Fully Amortizing PRM 3,442 9.250%
2018125 5/1/89 4/1/04 427,500 136,006 Fully Amortizing PRM 3,924 10.000%
2018257 7/1/89 6/1/04 232,000 164,540 147,485 Balloon PRM 1,559 9.750%
2019032 9/1/89 8/1/04 421,600 383,181 341,488 Balloon PRM 3,557 9.500%
2019099 11/1/89 10/1/04 167,456 95,620 Fully Amortizing FIX 2,010 12.000%
2019677 8/1/90 7/1/02 210,000 156,183 125,366 Balloon 6ML 1,735 7.625%
2019826 10/1/97 8/1/12 1,106,331 1,038,788 Fully Amortizing FIX 10,819 8.410%
2019941 4/1/97 10/1/01 401,494 371,082 330,919 Balloon FIX 4,104 9.090%
2020022 6/1/92 9/5/01 1,600,000 1,258,964 1,099,833 Balloon 6ML 12,839 7.250%
2020246 3/1/90 2/1/05 298,350 271,950 239,616 Balloon PRM 2,460 9.250%
2021046 5/1/90 4/1/00 150,000 139,911 138,406 Balloon FIX 1,543 12.000%
2021251 6/1/90 5/1/00 200,000 189,194 187,287 Balloon FIX 2,076 12.125%
2021277 6/1/90 5/1/00 330,000 310,557 307,205 Balloon FIX 3,331 11.750%
2021368 7/1/90 6/1/00 171,906 162,355 159,270 Balloon 6ML 1,347 8.125%
2021418 7/1/90 6/1/00 112,500 106,117 104,895 Balloon FIX 1,136 11.750%
2021426 6/1/90 5/1/00 110,500 98,976 96,963 Balloon FIX 1,154 11.875%
2021442 7/1/90 6/1/00 400,000 99,192 59,591 Balloon FIX 4,114 12.000%
2021491 8/1/90 7/1/00 280,000 261,534 257,873 Balloon FIX 2,826 11.750%
2021764 2/1/94 1/1/04 585,000 327,749 Fully Amortizing FIX 6,965 7.570%
2021806 4/1/94 3/1/04 924,000 540,667 Fully Amortizing 6CD 11,206 7.750%
2021863 8/1/90 7/1/00 310,000 291,927 288,176 Balloon FIX 3,070 11.500%
2021897 7/1/90 6/1/05 312,000 260,877 227,255 Balloon PRM 2,362 9.250%
2022333 11/1/90 10/1/00 385,000 344,518 333,989 Balloon FIX 3,878 11.375%
2022408 1/1/91 12/1/00 109,500 104,074 102,395 Balloon FIX 1,126 12.000%
2022473 2/1/91 1/1/01 300,000 285,363 280,530 Balloon FIX 3,086 12.000%
2022713 3/1/91 2/1/06 134,000 119,078 103,343 Balloon PRM 1,061 9.250%
2022721 12/1/97 11/1/02 595,000 578,707 529,329 Balloon 6ML 5,315 8.875%
2022838 7/1/96 6/1/03 282,000 258,097 226,738 Balloon 6ML 2,430 8.750%
2023802 8/1/86 2/1/04 370,000 290,963 223,414 Balloon FIX 3,216 9.125%
2024008 4/1/97 3/1/02 262,500 242,736 212,021 Balloon FIX 2,747 9.540%
2024123 9/1/87 8/1/02 1,000,000 434,429 396,446 Balloon FIX 3,778 8.000%
2025674 11/1/73 9/1/03 320,000 104,895 5,159 Balloon FIX 2,348 8.000%
2028165 2/1/78 2/1/03 231,000 75,582 Fully Amortizing FIX 2,019 9.500%
2028256 6/1/78 6/1/03 198,750 64,269 Fully Amortizing FIX 1,771 9.750%
2028306 4/1/79 12/1/03 217,500 90,777 6,092 Balloon FIX 2,016 10.250%
2028819 9/1/77 6/1/07 116,200 65,735 Fully Amortizing FIX 978 9.500%
2029403 9/1/74 8/1/00 860,000 104,590 Fully Amortizing FIX 7,218 9.000%
2029718 1/1/79 12/1/03 138,750 59,969 9,435 Balloon FIX 1,236 9.750%
2029890 8/1/78 7/1/03 322,500 115,205 Fully Amortizing FIX 2,819 9.500%
2030013 11/1/79 10/1/04 326,250 146,338 Fully Amortizing FIX 3,201 11.000%
2030088 7/1/78 6/1/03 200,000 70,263 Fully Amortizing FIX 1,748 9.500%
2030096 2/1/79 1/1/04 275,000 107,600 Fully Amortizing FIX 2,453 9.750%
2030336 4/1/82 12/1/01 165,000 81,354 69,470 Balloon PRM 1,014 9.750%
2030344 10/1/81 9/1/07 100,860 90,157 Fully Amortizing 6ML 1,302 9.375%
2030542 1/1/97 12/1/06 1,200,000 979,047 728,137 Balloon FIX 9,029 8.625%
2030880 8/1/95 7/1/02 672,244 613,380 551,532 Balloon FIX 5,984 8.850%
2031029 8/1/95 7/1/00 119,310 109,361 105,694 Balloon 6CD 1,023 8.250%
2031086 6/1/97 5/1/07 179,329 155,261 Fully Amortizing 6ML 2,235 8.500%
2031169 9/1/96 8/1/06 900,000 822,472 713,276 Balloon FIX 7,484 9.625%
2031201 3/1/96 2/1/11 117,500 92,488 Fully Amortizing FIX 1,091 9.500%
2031409 3/1/96 2/1/06 500,000 717,273 547,743 Balloon FIX 6,866 8.875%
2031425 12/1/95 11/1/10 227,500 215,546 Fully Amortizing FIX 2,528 9.125%
2031557 9/1/95 8/1/10 300,000 242,359 Fully Amortizing FIX 2,946 9.625%
2031565 10/1/85 8/1/05 101,121 72,845 Fully Amortizing FIX 1,287 9.375%
2031607 12/1/95 11/1/10 315,277 272,799 Fully Amortizing 6ML 3,011 7.875%
2031649 12/1/95 11/1/05 760,000 651,741 557,319 Balloon FIX 5,351 8.125%
2031672 1/1/96 12/1/10 150,000 127,515 Fully Amortizing FIX 1,471 8.875%
2031714 1/1/96 12/1/10 242,075 213,138 Fully Amortizing FIX 2,564 9.750%
2031797 12/1/95 11/1/10 623,726 538,076 Fully Amortizing 6ML 5,867 7.625%
2031862 5/1/96 4/1/03 695,000 372,310 327,081 Balloon 6ML 3,436 8.375%
2031987 3/1/96 2/1/11 103,200 82,033 Fully Amortizing FIX 962 9.375%
2031995 1/1/96 12/1/05 163,000 114,695 Fully Amortizing 6ML 1,872 8.000%
2032068 9/1/96 8/1/03 1,200,000 682,928 Fully Amortizing FIX 16,328 9.500%
2032126 9/1/95 8/1/10 343,549 296,444 Fully Amortizing FIX 3,562 9.375%
2032365 12/1/95 11/1/05 525,000 455,658 395,330 Balloon FIX 3,999 9.000%
2032456 5/1/86 5/1/11 344,000 311,345 Fully Amortizing FIX 3,676 9.750%
2032787 7/1/86 10/1/06 529,508 436,982 Fully Amortizing FIX 6,888 9.625%
2033066 9/1/86 8/1/01 105,000 89,897 84,805 Balloon PRM 871 9.250%
2033082 5/1/96 4/1/11 500,000 428,238 Fully Amortizing FIX 5,136 10.000%
2033140 10/1/86 9/1/01 584,000 501,550 472,216 Balloon PRM 4,848 9.250%
2033157 9/1/86 8/1/01 195,000 129,721 122,373 Balloon PRM 1,256 9.250%
2033165 10/1/86 9/1/01 184,000 109,637 103,224 Balloon PRM 1,060 9.250%
2033256 12/1/96 11/1/11 250,000 211,826 Fully Amortizing 6ML 2,283 8.375%
2033405 11/1/86 10/1/01 472,000 405,620 381,742 Balloon PRM 3,976 9.500%
2033470 7/1/97 6/1/09 129,496 117,318 Fully Amortizing 6ML 1,479 9.000%
2033504 10/1/86 9/1/01 100,000 86,810 81,974 Balloon PRM 866 9.750%
2033587 12/1/86 11/1/01 100,000 86,191 80,824 Balloon PRM 830 9.250%
2033645 12/1/86 11/1/01 104,000 62,309 54,943 Balloon PRM 733 9.750%
2033660 12/1/86 11/1/01 320,000 276,142 258,989 Balloon PRM 2,659 9.250%
2033900 1/1/87 12/1/01 880,000 752,811 698,778 Balloon PRM 7,411 9.250%
2033918 12/1/95 11/1/10 650,000 409,847 Fully Amortizing FIX 4,664 8.500%
2033991 8/1/97 7/1/07 1,300,655 1,142,437 Fully Amortizing FIX 16,653 9.250%
2034007 2/1/87 12/1/01 375,000 323,919 303,419 Balloon PRM 3,107 9.250%
2034098 2/1/87 1/1/02 148,000 80,694 75,649 Balloon PRM 799 9.750%
2034106 10/1/96 9/1/06 320,000 282,828 157,175 Balloon FIX 3,273 9.625%
2034130 2/1/87 1/1/02 712,000 613,156 572,896 Balloon PRM 5,881 9.250%
2034163 4/1/97 3/1/07 920,000 621,672 Fully Amortizing FIX 9,321 9.250%
2034361 2/1/87 1/1/02 436,000 376,610 351,881 Balloon PRM 3,612 9.250%
2034502 3/1/97 2/1/12 735,500 640,267 Fully Amortizing FIX 7,188 9.375%
2034650 3/1/87 2/1/02 200,000 60,956 Fully Amortizing PRM 2,099 9.250%
2034676 3/1/87 2/1/02 100,000 74,531 69,230 Balloon PRM 721 9.250%
2034700 4/1/87 3/1/02 172,000 149,296 138,976 Balloon PRM 1,427 9.250%
2034783 4/1/87 3/1/02 300,000 260,408 242,407 Balloon PRM 2,488 9.250%
2034841 4/1/87 3/1/02 140,000 122,744 114,665 Balloon PRM 1,212 9.750%
2034866 4/1/87 3/1/02 1,000,000 868,027 808,023 Balloon PRM 8,295 9.250%
2034924 4/1/87 3/1/02 352,000 210,277 196,436 Balloon PRM 2,076 9.750%
2034973 4/1/87 3/1/02 565,000 490,246 456,356 Balloon PRM 4,685 9.250%
2034981 4/1/87 7/1/01 180,000 156,214 148,289 Balloon PRM 1,493 9.250%
2035046 5/1/87 4/1/02 79,334 54,490 49,779 Balloon PRM 575 10.000%
2035087 5/1/87 3/1/02 364,000 319,873 299,536 Balloon PRM 3,204 10.000%
2035095 5/1/87 2/1/02 348,000 302,751 283,218 Balloon PRM 2,936 9.500%
2035111 5/1/87 4/1/02 190,000 62,430 Fully Amortizing PRM 2,064 10.000%
2035145 5/1/87 4/1/02 228,000 200,293 187,116 Balloon PRM 2,006 10.000%
2035228 5/1/87 7/1/04 628,000 365,991 Fully Amortizing FIX 7,599 10.000%
2035285 6/1/87 5/1/02 185,000 160,707 149,053 Balloon PRM 1,530 9.250%
2035459 6/1/87 5/1/02 392,000 341,907 317,113 Balloon PRM 3,255 9.250%
2035483 1/1/97 12/1/11 1,450,000 1,211,979 Fully Amortizing FIX 13,786 9.500%
2035657 10/1/96 9/1/06 184,000 171,025 130,796 Balloon FIX 1,709 9.750%
2035715 7/1/87 6/1/02 202,500 159,253 148,008 Balloon PRM 1,564 9.750%
2035723 8/1/87 7/1/02 150,000 128,268 118,541 Balloon PRM 1,217 9.250%
2035764 7/1/87 6/1/02 85,000 62,683 58,090 Balloon PRM 620 9.750%
2035814 8/1/87 7/1/02 132,000 116,446 108,042 Balloon PRM 1,142 9.750%
2036028 8/1/87 8/1/01 282,000 229,621 218,234 Balloon PRM 2,261 9.750%
2036069 8/1/87 7/1/02 300,000 264,649 245,548 Balloon PRM 2,595 9.750%
2036077 8/1/87 8/1/02 126,000 110,202 101,729 Balloon PRM 1,087 9.750%
2036085 8/1/87 7/1/02 301,000 255,211 236,791 Balloon PRM 2,502 9.750%
2036093 9/1/87 8/1/02 250,000 218,741 201,798 Balloon PRM 2,072 9.250%
2036101 11/1/97 10/1/06 277,050 243,662 Fully Amortizing 6ML 3,747 8.875%
2036267 9/1/87 8/1/02 90,000 77,605 71,884 Balloon PRM 760 9.750%
2036341 9/1/87 8/1/02 830,000 726,801 670,506 Balloon PRM 6,883 9.250%
2036382 9/1/87 8/1/02 192,000 164,379 152,261 Balloon PRM 1,609 9.750%
2036432 9/1/87 8/1/02 600,000 525,152 484,476 Balloon PRM 4,973 9.250%
2036606 10/1/87 9/1/02 338,000 124,325 Fully Amortizing PRM 3,653 9.750%
2036630 10/1/87 6/1/01 186,000 112,152 96,966 Balloon 6CD 1,427 9.070%
2036648 11/1/87 10/1/02 830,000 735,485 680,428 Balloon PRM 7,294 10.000%
2036762 10/1/87 9/1/02 100,000 88,358 81,710 Balloon PRM 863 9.750%
2036804 11/1/87 10/1/02 792,000 696,284 641,494 Balloon PRM 6,682 9.500%
2036952 12/1/87 11/1/02 384,000 310,498 284,296 Balloon PRM 3,064 9.750%
2036994 12/1/87 2/1/05 824,407 586,415 Fully Amortizing FIX 11,768 11.875%
2037034 12/1/87 11/1/02 750,000 657,287 601,887 Balloon PRM 6,089 9.000%
2037109 12/1/87 11/1/02 450,000 400,326 369,001 Balloon PRM 3,900 9.750%
2037125 12/1/87 9/1/01 1,580,000 1,355,992 1,252,873 Balloon FIX 13,903 9.250%
2037141 1/1/88 12/1/02 560,000 450,829 409,508 Balloon PRM 4,492 9.750%
2037208 1/1/88 12/1/02 350,000 306,069 277,337 Balloon PRM 2,941 9.250%
2037299 8/1/97 7/1/07 173,447 152,455 Fully Amortizing 6ML 2,183 8.750%
2037315 1/1/88 12/1/02 460,000 299,014 272,207 Balloon PRM 2,968 9.750%
2037331 1/1/88 12/1/02 160,000 137,277 124,970 Balloon PRM 1,362 9.750%
2037398 2/1/88 1/1/03 105,000 92,624 84,720 Balloon PRM 870 9.250%
2037430 2/1/88 1/1/03 800,000 702,267 640,841 Balloon PRM 6,483 9.000%
2037471 3/1/95 2/1/02 911,854 841,522 778,433 Balloon FIX 9,335 10.875%
2037489 3/1/88 2/1/03 164,500 146,756 134,631 Balloon PRM 1,423 9.750%
2037521 2/1/88 1/1/03 200,000 65,143 59,854 Balloon PRM 633 9.750%
2037562 2/1/88 1/1/03 168,000 149,100 136,964 Balloon PRM 1,448 9.750%
2037638 3/1/88 2/1/03 300,000 267,681 245,565 Balloon PRM 2,595 9.750%
2037711 5/1/88 4/1/03 300,000 232,008 211,161 Balloon PRM 2,168 9.250%
2037802 5/1/88 7/1/01 529,265 434,570 377,464 Balloon FIX 5,728 10.125%
2037828 6/1/88 5/1/03 500,000 441,288 400,986 Balloon PRM 4,116 9.250%
2037844 4/1/88 3/1/03 156,000 122,877 112,648 Balloon PRM 1,188 9.750%
2037869 6/1/88 5/1/03 150,000 133,948 122,018 Balloon PRM 1,271 9.500%
2037901 7/1/88 6/1/03 280,000 250,702 228,300 Balloon PRM 2,395 9.625%
2037976 9/1/88 2/1/01 220,845 123,508 83,624 Balloon FIX 2,738 8.500%
2038099 8/1/88 7/1/03 110,000 98,197 89,146 Balloon PRM 929 9.500%
2038131 12/1/97 11/1/12 139,292 132,413 Fully Amortizing 6ML 1,396 8.750%
2038156 8/1/88 7/1/03 660,000 432,086 388,953 Balloon PRM 4,145 9.500%
2038172 5/1/96 4/1/11 450,000 395,406 Fully Amortizing FIX 4,686 9.750%
2038198 8/1/88 7/1/03 95,000 76,930 69,477 Balloon PRM 703 9.000%
2038206 8/1/88 7/1/03 200,000 179,067 162,819 Balloon PRM 1,708 9.625%
2038305 8/1/88 7/1/03 200,000 172,425 156,581 Balloon PRM 1,631 9.500%
2038313 7/1/88 6/1/03 1,150,000 766,230 692,430 Balloon PRM 6,953 8.875%
2038362 9/1/88 8/1/03 510,000 452,717 408,315 Balloon PRM 4,131 9.000%
2038404 9/1/88 7/1/03 814,450 553,673 500,666 Balloon PRM 5,052 9.000%
2038438 9/1/88 8/1/03 2,000,000 869,262 Fully Amortizing PRM 20,590 9.000%
2038453 10/1/88 9/1/03 336,000 293,398 264,919 Balloon PRM 2,720 9.250%
2038495 10/1/88 9/1/03 175,000 149,363 134,865 Balloon PRM 1,384 9.250%
2038511 9/1/88 8/1/03 500,000 447,962 406,177 Balloon PRM 4,231 9.500%
2038545 10/1/88 9/1/03 640,000 574,045 519,711 Balloon PRM 5,413 9.500%
2038560 10/1/88 9/1/03 1,250,000 1,111,605 1,000,968 Balloon PRM 10,126 9.000%
2038602 10/1/88 9/1/03 250,000 224,564 203,577 Balloon PRM 2,136 9.625%
2038685 12/1/88 9/1/03 320,000 283,011 257,191 Balloon PRM 2,738 9.875%
2038883 12/1/88 11/1/03 405,000 362,704 326,945 Balloon PRM 3,381 9.375%
2039030 1/1/89 12/1/03 825,500 739,917 665,030 Balloon PRM 6,827 9.250%
2039154 3/1/96 2/1/11 102,240 90,052 Fully Amortizing FIX 1,037 9.000%
2039162 6/1/96 5/1/11 165,000 143,031 Fully Amortizing FIX 1,720 10.125%
2039519 11/1/96 10/1/11 151,417 138,066 Fully Amortizing 6ML 1,542 9.000%
2039568 12/1/77 8/1/11 435,000 389,249 Fully Amortizing FIX 4,546 9.750%
2040418 7/1/90 6/1/00 375,000 354,608 350,661 Balloon FIX 3,857 12.000%
2040442 6/1/90 5/1/00 500,000 470,885 465,844 Balloon FIX 5,047 11.750%
2040491 7/1/90 6/1/05 845,000 773,378 677,869 Balloon PRM 6,959 9.250%
2040558 8/1/90 7/1/00 250,000 54,949 27,565 Balloon FIX 2,524 11.750%
2040640 10/1/90 9/1/00 200,000 188,921 186,206 Balloon FIX 2,019 11.750%
2040657 10/1/90 9/1/00 512,000 104,563 39,271 Balloon FIX 5,070 11.500%
2040665 10/1/90 9/1/00 270,000 55,822 Fully Amortizing FIX 3,777 11.375%
2040699 2/1/96 1/1/11 138,950 118,172 Fully Amortizing FIX 1,428 9.750%
2040749 11/1/95 10/1/10 153,000 131,003 Fully Amortizing FIX 1,607 10.000%
2040756 12/1/90 11/1/05 300,000 181,005 Fully Amortizing PRM 3,096 9.250%
2040806 5/1/96 4/1/11 361,744 323,014 Fully Amortizing FIX 3,805 9.625%
2040822 11/1/90 10/1/00 520,000 114,186 Fully Amortizing FIX 7,311 11.500%
2040830 11/1/90 10/1/00 300,000 283,280 278,874 Balloon FIX 2,971 11.500%
2040897 12/1/90 11/1/02 816,000 285,788 Fully Amortizing FIX 9,752 10.000%
2040913 1/1/91 12/1/00 282,750 268,432 264,025 Balloon FIX 2,881 11.875%
2040954 1/1/91 12/1/00 300,000 284,808 280,132 Balloon FIX 3,057 11.875%
2040962 1/1/91 12/1/00 225,000 142,623 125,789 Balloon FIX 2,228 11.500%
2040988 7/1/96 6/1/11 360,000 321,257 Fully Amortizing FIX 3,826 10.000%
2041010 10/1/92 9/1/02 850,000 807,478 773,982 Balloon FIX 7,459 10.000%
2041077 2/1/91 1/1/01 200,000 153,059 145,699 Balloon FIX 1,635 10.000%
2041127 4/1/91 3/1/01 100,000 95,385 93,654 Balloon FIX 1,038 12.125%
2041143 5/1/91 4/1/06 550,000 508,859 442,355 Balloon PRM 4,608 9.500%
2041168 5/1/91 4/1/01 158,000 45,646 Fully Amortizing FIX 2,221 11.500%
2041200 7/1/91 6/1/01 221,000 210,936 206,496 Balloon FIX 2,274 12.000%
2041218 7/1/91 6/1/01 123,000 102,558 96,046 Balloon FIX 1,277 12.125%
2041275 8/1/91 7/1/06 110,000 102,635 89,285 Balloon PRM 944 9.750%
2041283 8/1/91 7/1/01 162,000 154,596 151,173 Balloon FIX 1,651 11.875%
2041325 9/1/91 8/1/06 550,000 511,470 440,790 Balloon PRM 4,525 9.250%
2041358 9/1/91 8/1/01 350,000 120,824 Fully Amortizing FIX 5,175 12.750%
2041374 10/1/96 9/1/11 750,000 598,262 Fully Amortizing FIX 7,006 9.875%
2041457 11/1/91 10/1/06 600,000 558,997 483,412 Balloon PRM 5,023 9.500%
2041481 8/1/97 7/1/12 257,530 241,575 Fully Amortizing 6ML 2,563 8.625%
2041515 1/1/92 12/1/01 550,000 407,220 355,529 Balloon FIX 5,238 11.000%
2041531 1/1/92 12/1/01 750,000 524,587 396,947 Balloon FIX 8,525 11.000%
2041549 1/1/92 12/1/06 155,000 142,765 122,257 Balloon PRM 1,259 9.250%
2041580 1/1/92 12/1/06 286,000 266,847 228,948 Balloon PRM 2,350 9.250%
2041614 2/1/92 1/1/07 250,000 233,406 200,039 Balloon PRM 2,054 9.250%
2041713 2/1/92 1/1/02 570,000 461,021 420,170 Balloon FIX 5,002 10.000%
2041739 5/1/92 3/1/07 812,500 761,111 654,780 Balloon PRM 6,803 9.500%
2042216 6/1/76 5/1/06 245,000 120,100 Fully Amortizing FIX 1,928 8.750%
2042315 11/1/78 10/1/03 1,200,000 450,063 Fully Amortizing FIX 10,704 9.750%
2042430 3/1/79 2/1/04 417,000 177,899 Fully Amortizing FIX 3,937 10.500%
2042737 4/1/78 3/1/03 150,000 52,661 Fully Amortizing FIX 1,390 10.250%
2043750 4/1/96 3/1/06 482,840 374,157 Fully Amortizing FIX 6,149 9.125%
2043891 8/1/97 7/1/12 149,509 139,987 Fully Amortizing 6ML 1,455 8.250%
2043909 4/1/97 3/1/07 305,968 260,857 Fully Amortizing 6ML 3,810 8.500%
2044188 5/1/79 4/1/04 240,000 102,345 Fully Amortizing FIX 2,268 10.500%
2044212 7/1/79 6/1/04 198,900 81,547 Fully Amortizing 6CD 1,631 8.000%
2044444 8/1/77 5/1/07 1,150,000 643,251 Fully Amortizing FIX 9,580 9.375%
2044501 3/1/80 2/1/05 160,000 73,062 Fully Amortizing 6CD 1,320 7.875%
2044576 8/1/76 7/1/03 918,508 298,586 Fully Amortizing FIX 7,599 9.750%
2044683 6/1/78 3/1/02 500,000 97,494 Fully Amortizing FIX 4,523 9.875%
2044717 5/1/77 4/1/04 288,750 117,600 Fully Amortizing FIX 2,582 10.000%
2044725 7/1/77 6/1/05 375,000 173,860 Fully Amortizing FIX 3,229 9.625%
2044766 2/1/78 1/1/03 327,750 232,720 206,399 Balloon FIX 2,497 10.250%
2044816 11/1/77 10/1/04 303,750 126,417 Fully Amortizing FIX 2,664 9.750%
2044824 11/1/77 10/1/04 285,000 123,263 Fully Amortizing FIX 2,499 9.750%
2044899 5/1/79 4/1/09 191,800 76,516 Fully Amortizing FIX 1,755 10.500%
2044907 1/1/80 12/1/02 825,000 270,599 Fully Amortizing FIX 7,428 9.330%
2045029 8/1/76 11/1/01 317,500 79,429 Fully Amortizing FIX 2,997 10.500%
2045367 8/1/76 7/1/01 301,875 54,322 Fully Amortizing FIX 2,853 10.500%
2045466 4/1/76 3/1/01 382,500 66,183 Fully Amortizing FIX 3,409 9.750%
2045482 10/1/76 9/1/01 610,000 118,621 Fully Amortizing FIX 5,545 10.000%
2045490 2/1/77 1/1/04 652,500 201,546 Fully Amortizing FIX 5,854 10.000%
2045516 4/1/78 3/1/03 465,000 143,062 Fully Amortizing FIX 4,145 9.750%
2045524 1/1/78 12/1/02 275,000 80,058 Fully Amortizing FIX 2,451 9.750%
2045821 7/1/77 6/1/02 215,000 61,656 Fully Amortizing FIX 1,993 10.250%
2046233 4/1/77 3/1/02 300,000 79,320 Fully Amortizing FIX 2,727 10.000%
2046514 2/1/74 1/1/01 1,310,000 183,887 Fully Amortizing FIX 10,336 8.500%
2046563 11/15/75 10/15/01 285,000 64,569 Fully Amortizing FIX 2,569 10.000%
2046605 10/1/78 9/1/06 242,000 127,207 Fully Amortizing 6CD 1,915 8.000%
2046670 7/1/78 6/1/05 1,692,750 798,012 Fully Amortizing FIX 14,840 9.750%
2046779 6/1/79 5/1/05 540,000 210,736 Fully Amortizing FIX 5,297 11.000%
2047058 3/1/78 2/1/08 555,000 165,164 Fully Amortizing FIX 4,616 9.375%
2047066 3/1/78 2/1/08 200,000 52,197 Fully Amortizing FIX 1,700 9.625%
2047116 10/1/78 9/1/03 250,000 63,313 Fully Amortizing FIX 2,273 10.000%
2047124 10/1/79 9/1/04 245,002 108,926 Fully Amortizing FIX 2,276 10.250%
2047140 12/15/78 11/15/03 425,000 168,931 Fully Amortizing FIX 3,937 10.250%
2047181 11/1/80 10/1/07 1,600,000 871,322 Fully Amortizing FIX 12,540 9.450%
2047231 1/1/84 12/1/13 200,000 132,648 Fully Amortizing FIX 1,585 10.360%
2047413 8/1/73 11/17/03 350,000 111,063 Fully Amortizing FIX 2,510 7.750%
2047751 2/1/78 7/1/03 390,000 143,616 Fully Amortizing FIX 3,646 11.750%
2048270 12/1/78 6/1/07 450,000 248,871 Fully Amortizing 6CD 3,540 8.375%
2048585 8/1/77 7/1/02 200,000 58,854 Fully Amortizing FIX 1,841 11.000%
2048742 6/1/78 5/1/03 213,750 77,599 Fully Amortizing FIX 1,996 10.750%
2048981 5/1/79 4/1/04 167,500 66,165 Fully Amortizing 6CD 1,360 8.000%
2049039 6/1/80 5/1/05 635,000 331,942 Fully Amortizing FIX 6,688 12.000%
2049187 3/1/79 2/1/09 830,000 321,307 Fully Amortizing FIX 6,906 9.375%
2049252 1/1/79 12/1/08 286,500 180,893 Fully Amortizing FIX 2,436 9.625%
2049492 7/1/79 6/1/06 720,000 388,252 270,779 Balloon 6CD 3,601 7.875%
2049591 1/12/75 12/12/01 2,700,000 135,097 Fully Amortizing FIX 5,067 8.750%
2049633 9/1/77 8/1/02 234,000 51,124 Fully Amortizing FIX 2,085 9.750%
2049641 12/1/80 11/1/05 816,165 468,622 Fully Amortizing FIX 8,747 12.250%
2049757 11/1/77 10/1/02 205,000 64,501 Fully Amortizing FIX 1,909 10.500%
2049856 7/1/79 6/1/04 650,000 300,394 Fully Amortizing FIX 6,489 11.250%
2049997 4/1/79 3/1/04 213,500 83,848 Fully Amortizing FIX 2,016 10.500%
2050136 1/1/76 12/1/00 5,300,000 729,317 Fully Amortizing FIX 43,619 8.750%
2050201 6/1/77 5/1/02 157,000 46,928 4,573 Balloon FIX 1,441 10.125%
2050326 8/1/74 6/1/04 2,950,000 1,101,598 Fully Amortizing FIX 22,715 8.500%
2050359 4/10/79 3/10/04 170,000 54,376 Fully Amortizing FIX 1,516 9.750%
2050441 10/1/74 9/1/02 900,000 214,086 Fully Amortizing FIX 6,323 9.375%
2050474 10/2/77 9/2/07 550,000 311,267 Fully Amortizing FIX 4,478 9.125%
2050508 11/29/77 10/29/07 585,000 332,548 Fully Amortizing FIX 4,762 9.125%
2050888 8/1/77 7/1/02 215,000 60,749 Fully Amortizing FIX 1,918 9.750%
2051225 9/10/77 8/10/02 221,250 71,562 Fully Amortizing FIX 2,243 12.490%
2051357 3/15/79 2/15/04 114,000 47,278 Fully Amortizing FIX 1,057 10.250%
2051399 5/1/79 4/1/04 170,000 72,178 Fully Amortizing FIX 1,607 10.500%
2051845 2/15/79 5/31/08 345,000 195,476 Fully Amortizing FIX 2,977 9.750%
2052033 9/1/80 8/1/05 370,900 207,202 Fully Amortizing FIX 4,047 12.500%
2052314 1/27/77 12/27/01 178,500 45,040 Fully Amortizing FIX 1,674 10.920%
2052389 3/1/80 2/1/05 125,000 95,357 57,433 Balloon FIX 1,422 13.125%
2052926 7/1/75 6/1/03 352,500 107,247 Fully Amortizing FIX 2,943 9.250%
2052975 7/1/76 6/1/01 350,000 72,988 Fully Amortizing FIX 3,181 10.000%
2053072 9/1/79 8/1/04 1,140,000 441,505 Fully Amortizing FIX 10,564 10.250%
2053189 10/1/77 11/1/06 615,000 331,103 Fully Amortizing FIX 5,259 9.625%
2053403 5/1/79 4/1/04 1,850,000 826,764 Fully Amortizing FIX 18,577 11.900%
2053411 5/1/78 4/1/03 227,000 85,945 Fully Amortizing FIX 2,306 12.125%
2053544 4/1/79 3/1/03 258,750 87,183 Fully Amortizing FIX 2,331 9.750%
2053783 9/1/75 8/1/05 710,000 325,660 Fully Amortizing FIX 5,779 9.125%
2053791 9/5/77 7/5/02 156,700 46,032 Fully Amortizing FIX 1,459 10.500%
2053866 10/15/76 8/31/01 181,875 44,219 Fully Amortizing FIX 1,808 11.500%
2053965 7/1/77 4/1/02 300,000 77,790 Fully Amortizing FIX 2,601 9.375%
2054153 5/1/80 4/1/05 390,000 213,636 15,179 Balloon FIX 4,108 12.000%
2054252 2/1/77 1/1/01 292,500 70,542 29,750 Balloon FIX 2,556 9.500%
2054294 4/1/77 12/1/01 270,000 166,875 132,964 Balloon FIX 2,454 10.500%
2054492 2/1/77 1/1/02 445,000 99,607 Fully Amortizing FIX 3,889 9.500%
2054609 7/1/78 6/1/03 180,000 69,971 8,955 Balloon FIX 1,622 10.000%
2054757 9/15/78 8/15/03 157,500 62,240 Fully Amortizing FIX 1,526 11.530%
2055069 9/1/78 8/1/03 120,000 49,248 7,258 Balloon FIX 1,091 10.000%
2055333 2/1/78 1/1/03 250,000 80,261 Fully Amortizing FIX 2,185 9.500%
2055465 8/1/77 7/1/02 360,000 99,975 Fully Amortizing FIX 3,083 9.250%
2055473 7/15/77 4/15/07 340,000 185,857 Fully Amortizing FIX 2,878 10.500%
2055515 4/1/79 4/1/04 308,000 130,986 Fully Amortizing FIX 2,853 10.250%
2055580 3/1/79 2/1/04 287,000 119,782 Fully Amortizing FIX 2,661 10.250%
2055648 5/1/78 4/1/03 148,000 35,934 Fully Amortizing FIX 1,372 10.250%
2055812 6/1/79 5/1/09 562,500 362,734 Fully Amortizing FIX 4,838 9.750%
2055820 4/1/79 3/1/04 500,000 189,355 Fully Amortizing FIX 4,546 10.000%
2055887 10/1/76 9/1/06 1,450,000 745,295 Fully Amortizing FIX 12,325 9.625%
2055895 4/15/79 4/15/08 532,500 328,967 Fully Amortizing FIX 4,601 9.750%
2055986 10/1/78 9/1/03 688,000 241,376 Fully Amortizing FIX 6,011 9.500%
2056612 7/1/78 6/1/03 425,000 163,760 Fully Amortizing FIX 4,194 11.375%
2056786 12/15/76 10/15/06 963,000 494,100 Fully Amortizing FIX 8,109 9.500%
2056810 8/1/78 6/1/09 5,625,000 422,823 16,087 Balloon FIX 5,450 9.750%
2056851 1/1/79 12/1/03 720,000 265,900 Fully Amortizing FIX 6,422 9.750%
2056869 2/10/79 1/10/04 180,000 72,056 Fully Amortizing FIX 1,636 10.000%
2056893 10/1/79 9/1/04 195,000 91,569 Fully Amortizing FIX 1,913 11.000%
2056927 9/1/80 8/1/05 374,000 206,903 Fully Amortizing FIX 4,078 12.500%
2057552 4/1/78 3/1/03 356,000 114,887 Fully Amortizing 6CD 2,888 7.625%
2057610 11/15/78 12/1/03 632,698 600,468 515,863 Balloon 6ML 5,310 8.000%
2057917 10/1/78 9/1/03 250,000 89,788 Fully Amortizing FIX 2,318 10.250%
2058048 12/1/75 11/1/00 360,000 42,959 Fully Amortizing FIX 3,272 10.000%
2058055 12/1/75 11/1/00 401,250 77,467 23,444 Balloon FIX 3,611 9.875%
2058725 9/1/77 8/1/02 213,000 65,104 Fully Amortizing FIX 1,978 10.500%
2058840 4/1/98 3/1/13 900,000 864,282 Fully Amortizing FIX 8,995 8.750%
2059020 5/1/80 4/1/05 250,000 120,028 Fully Amortizing FIX 2,633 12.000%
2059111 7/1/78 12/1/02 144,000 50,011 Fully Amortizing FIX 1,422 11.375%
2059475 7/30/79 6/30/09 1,555,000 567,060 Fully Amortizing FIX 13,646 10.000%
2059483 2/1/80 1/1/05 450,000 220,663 Fully Amortizing FIX 4,411 11.000%
2059657 12/10/73 2/10/03 230,000 67,694 Fully Amortizing FIX 1,739 8.250%
2059707 2/5/78 1/5/03 325,000 102,008 Fully Amortizing FIX 2,889 9.750%
2059905 6/1/78 5/1/03 335,000 81,777 Fully Amortizing FIX 3,103 10.250%
2060077 4/1/76 9/1/00 543,750 61,962 Fully Amortizing FIX 4,964 10.000%
2060119 7/1/80 6/1/05 138,400 76,241 Fully Amortizing FIX 1,510 12.500%
2060184 2/1/78 1/1/03 165,000 52,568 Fully Amortizing FIX 1,500 10.000%
2060192 2/1/78 9/1/03 396,750 138,722 Fully Amortizing FIX 3,606 10.000%
2060218 1/1/78 12/1/02 258,750 74,201 Fully Amortizing FIX 2,240 9.375%
2060499 12/1/75 11/1/00 675,000 91,116 Fully Amortizing FIX 5,901 9.500%
2060507 12/1/76 11/1/01 545,000 62,877 Fully Amortizing FIX 4,955 10.000%
2060564 5/1/77 4/1/02 434,000 103,984 Fully Amortizing FIX 3,759 9.375%
2060572 4/1/78 3/1/03 372,000 123,398 Fully Amortizing FIX 3,252 9.500%
2060614 12/1/78 11/1/03 234,000 76,013 Fully Amortizing FIX 2,087 9.750%
2060697 9/1/80 8/1/10 530,000 387,566 Fully Amortizing FIX 5,454 12.000%
2060846 10/1/78 9/1/03 148,000 54,742 Fully Amortizing FIX 1,320 9.750%
2061109 2/15/78 1/15/08 431,250 244,292 Fully Amortizing FIX 3,549 9.250%
2061778 10/1/79 9/1/04 107,000 52,775 Fully Amortizing FIX 1,117 11.875%
2062016 6/1/80 5/1/00 265,000 35,374 Fully Amortizing FIX 3,116 10.350%
2062479 8/1/78 7/1/03 495,000 176,980 Fully Amortizing FIX 4,371 9.625%
2062636 10/1/79 9/1/04 175,000 76,509 Fully Amortizing FIX 1,654 10.500%
2062651 11/1/79 10/1/04 115,000 56,101 Fully Amortizing FIX 1,211 12.000%
2062800 1/1/77 12/1/02 525,000 162,330 Fully Amortizing FIX 4,683 10.750%
2062966 5/1/77 4/1/02 200,000 53,722 Fully Amortizing FIX 1,782 9.750%
2062990 4/1/77 3/1/02 350,000 87,064 Fully Amortizing FIX 3,031 9.375%
2063097 10/1/77 9/1/02 1,450,000 456,996 Fully Amortizing FIX 13,646 10.750%
2063139 1/1/79 12/1/04 175,000 69,751 Fully Amortizing FIX 1,607 10.125%
2063253 4/1/74 3/1/03 1,330,000 388,967 Fully Amortizing FIX 10,347 8.500%
2063261 8/1/73 6/1/03 510,000 167,551 11,862 Balloon FIX 3,922 8.500%
2063287 7/1/77 8/1/06 525,000 302,703 48,800 Balloon FIX 4,511 9.750%
2063311 10/1/74 10/1/01 637,500 131,105 Fully Amortizing FIX 5,139 8.750%
2063535 4/1/79 3/1/04 300,000 79,537 Fully Amortizing 6CD 1,672 8.375%
2063576 12/1/79 11/1/04 350,000 174,962 Fully Amortizing FIX 3,689 12.000%
2063584 1/1/80 12/1/04 147,000 78,437 Fully Amortizing FIX 1,658 13.000%
2063824 5/1/79 4/1/04 300,000 123,241 Fully Amortizing 6CD 2,533 8.000%
2063857 7/1/79 6/1/04 161,700 69,867 Fully Amortizing FIX 1,499 10.250%
2064038 8/1/79 7/1/04 330,000 143,853 Fully Amortizing FIX 3,240 11.000%
2064319 2/1/78 1/1/03 1,350,000 204,288 Fully Amortizing FIX 11,354 9.500%
2064368 1/1/77 11/1/01 315,000 72,251 Fully Amortizing 6CD 2,661 7.875%
2064376 5/1/78 4/1/03 425,000 144,549 Fully Amortizing FIX 3,791 9.750%
2064384 9/1/77 8/1/02 292,000 91,884 Fully Amortizing FIX 2,846 11.750%
2064467 10/1/78 12/1/03 1,495,000 493,305 Fully Amortizing FIX 13,724 10.000%
2064665 8/1/77 7/1/02 540,000 136,965 Fully Amortizing FIX 4,628 9.250%
2064673 11/10/75 10/10/00 350,000 54,371 Fully Amortizing FIX 3,305 10.500%
2064723 6/1/79 5/1/04 650,000 106,492 Fully Amortizing FIX 6,026 10.250%
2064772 10/1/77 9/1/02 210,000 62,085 Fully Amortizing FIX 1,873 9.750%
2065001 5/1/77 4/1/02 220,000 50,646 Fully Amortizing FIX 1,922 9.500%
2065027 8/22/76 7/22/06 97,000 51,540 Fully Amortizing FIX 843 9.875%
2065399 3/1/79 2/1/04 253,800 112,568 Fully Amortizing FIX 2,614 12.240%
2065597 8/1/78 5/1/03 153,750 49,261 Fully Amortizing FIX 1,347 9.500%
2065720 3/10/78 2/10/03 285,000 102,146 Fully Amortizing FIX 2,758 11.530%
2066371 11/1/79 10/1/04 1,360,000 591,225 Fully Amortizing 6CD 11,274 8.125%
2066421 9/1/79 11/1/04 535,000 232,568 Fully Amortizing FIX 5,051 10.500%
2066553 3/1/80 2/1/05 630,000 322,028 Fully Amortizing FIX 6,404 11.500%
2066629 8/1/81 1/1/05 258,848 125,041 Fully Amortizing FIX 2,432 10.250%
2066769 3/1/90 3/1/02 870,000 773,240 741,346 Balloon FIX 7,762 10.750%
2067544 4/1/79 2/1/03 234,000 88,009 Fully Amortizing FIX 2,464 12.500%
2067593 10/1/75 3/1/05 300,000 139,430 Fully Amortizing FIX 2,640 10.000%
2067627 2/1/77 1/1/02 240,000 57,601 Fully Amortizing FIX 2,141 9.750%
2067635 3/1/77 2/1/02 180,000 45,651 Fully Amortizing FIX 1,669 10.250%
2067734 2/1/76 1/1/01 355,000 59,240 Fully Amortizing FIX 3,483 11.000%
2067742 6/1/78 3/1/08 232,500 81,184 Fully Amortizing FIX 2,000 9.750%
2067759 10/1/79 7/1/09 272,250 180,706 Fully Amortizing FIX 2,341 9.750%
2067767 1/1/80 12/1/09 322,500 152,568 Fully Amortizing FIX 2,830 10.000%
2067874 12/1/78 7/1/03 350,000 119,341 Fully Amortizing FIX 3,255 10.250%
2068096 9/1/78 8/1/03 394,000 165,191 18,452 Balloon FIX 3,787 10.375%
2068237 6/1/80 11/1/04 425,000 159,406 Fully Amortizing FIX 4,688 12.625%
2068302 8/1/78 7/1/03 255,000 91,291 Fully Amortizing FIX 2,275 9.750%
2068419 6/1/78 9/1/02 350,000 99,921 Fully Amortizing FIX 3,140 9.750%
2068807 9/1/78 5/1/08 167,000 102,201 Fully Amortizing FIX 1,438 9.750%
2069128 10/1/77 8/1/07 242,000 138,388 Fully Amortizing FIX 2,037 9.500%
2069276 7/1/78 6/1/03 400,000 136,646 Fully Amortizing 6CD 3,270 7.875%
2069284 1/1/79 11/1/08 600,000 390,157 14,580 Balloon FIX 5,265 10.000%
2069342 1/1/79 11/1/03 462,500 190,708 9,813 Balloon FIX 4,366 10.500%
2069417 3/1/78 1/1/08 175,000 101,814 Fully Amortizing FIX 1,474 9.500%
2069425 6/1/78 3/1/08 800,000 479,498 Fully Amortizing FIX 6,660 9.375%
2069433 11/1/78 10/1/03 190,000 63,104 Fully Amortizing FIX 1,727 10.000%
2069441 8/1/79 7/1/05 275,000 126,561 Fully Amortizing FIX 2,643 10.750%
2069490 2/1/78 2/1/08 209,443 146,449 Fully Amortizing FIX 2,221 11.530%
2069516 4/1/78 2/1/08 352,500 142,829 Fully Amortizing FIX 3,117 10.250%
2069623 9/15/77 8/15/02 182,000 55,561 Fully Amortizing FIX 1,654 10.000%
2069631 12/1/80 11/1/05 100,000 52,821 Fully Amortizing FIX 1,185 13.750%
2069896 10/15/77 8/15/07 400,000 196,804 Fully Amortizing FIX 3,368 9.500%
2069912 5/1/78 4/1/01 375,000 82,754 16,044 Balloon FIX 3,465 10.000%
2069920 9/1/78 8/1/03 175,000 49,369 Fully Amortizing FIX 1,591 10.000%
2069979 2/1/77 1/1/02 225,000 53,775 Fully Amortizing FIX 1,967 9.500%
2070217 4/1/80 3/1/05 150,000 82,728 Fully Amortizing FIX 1,692 13.000%
2070399 11/1/78 7/1/08 400,000 247,667 Fully Amortizing FIX 3,444 9.750%
2070738 3/1/80 8/1/04 206,250 61,318 Fully Amortizing FIX 2,186 12.000%
2070811 10/1/77 9/1/02 245,000 70,806 Fully Amortizing FIX 2,185 9.750%
2070860 8/1/78 7/1/03 430,000 130,932 Fully Amortizing FIX 3,945 10.000%
2071413 2/1/80 1/1/05 166,250 77,650 Fully Amortizing FIX 1,970 13.750%
2071439 10/1/77 9/1/02 350,000 25,651 Fully Amortizing FIX 3,182 10.000%
2071447 1/1/79 12/1/03 300,000 107,141 Fully Amortizing FIX 2,779 10.250%
2071488 1/1/76 12/1/00 262,500 41,619 Fully Amortizing FIX 2,433 10.250%
2071546 1/1/74 12/1/00 1,500,000 180,813 Fully Amortizing FIX 12,330 9.000%
2071579 2/1/81 1/1/06 275,000 135,469 17,570 Balloon FIX 2,312 11.616%
2071694 9/10/78 8/10/03 168,750 62,159 Fully Amortizing FIX 1,505 9.750%
2071892 1/5/77 5/5/01 750,000 126,558 Fully Amortizing FIX 6,787 9.875%
2071934 8/1/76 5/1/06 940,000 481,217 Fully Amortizing FIX 7,915 9.500%
2072056 4/1/78 12/1/08 300,000 177,894 Fully Amortizing FIX 2,553 9.625%
2072130 3/1/79 2/1/04 380,000 130,212 Fully Amortizing FIX 3,591 10.500%
2072213 8/1/96 7/1/06 995,000 929,644 676,818 Balloon 6ML 7,901 7.250%
2072239 8/1/80 7/1/05 536,000 271,726 Fully Amortizing FIX 4,892 9.690%
2072627 7/1/80 10/1/04 140,000 44,280 Fully Amortizing FIX 1,586 13.000%
2072742 11/1/78 10/1/03 243,800 88,350 Fully Amortizing FIX 2,216 10.000%
2072890 1/1/76 12/1/00 813,000 126,697 Fully Amortizing FIX 7,390 10.000%
2072957 7/1/78 6/1/03 1,001,000 343,818 Fully Amortizing FIX 8,669 9.375%
2072981 12/1/77 11/1/02 230,000 71,459 Fully Amortizing FIX 2,052 9.750%
2073104 6/1/79 5/1/04 300,000 127,451 Fully Amortizing FIX 2,781 10.250%
2073112 12/15/78 10/15/08 700,000 451,930 Fully Amortizing FIX 6,146 10.000%
2073146 5/1/80 4/1/05 158,000 81,753 Fully Amortizing FIX 1,607 11.500%
2073153 5/1/80 4/1/05 158,000 81,753 Fully Amortizing FIX 1,607 11.500%
2073229 9/1/83 8/1/13 520,000 397,458 Fully Amortizing FIX 4,736 10.410%
2073278 10/1/74 10/1/01 435,000 99,140 Fully Amortizing FIX 3,896 10.500%
2073401 6/1/75 6/1/03 1,170,000 226,044 Fully Amortizing FIX 9,559 9.000%
2073443 7/15/76 6/15/01 385,000 77,995 Fully Amortizing FIX 3,465 9.875%
2073484 12/1/77 9/1/07 350,000 146,545 Fully Amortizing FIX 3,206 10.500%
2073575 4/1/78 1/1/08 1,405,000 852,828 Fully Amortizing FIX 12,293 10.000%
2073617 8/1/78 3/1/09 816,000 396,674 Fully Amortizing FIX 5,272 9.625%
2073633 7/1/79 4/1/04 800,000 319,538 Fully Amortizing FIX 7,304 10.000%
2073666 11/1/78 9/1/08 424,800 269,918 Fully Amortizing FIX 3,730 10.000%
2073716 11/1/79 8/1/09 290,000 134,462 Fully Amortizing FIX 2,549 10.000%
2073823 11/1/79 9/1/04 265,000 112,463 Fully Amortizing FIX 2,844 12.250%
2073906 2/15/77 1/15/02 182,000 49,463 Fully Amortizing FIX 1,844 11.875%
2074276 10/15/79 9/15/09 333,000 220,659 Fully Amortizing FIX 2,864 9.750%
2074490 3/15/77 2/15/02 375,000 104,223 Fully Amortizing FIX 3,741 12.340%
2074516 12/1/76 11/1/01 240,000 55,504 Fully Amortizing FIX 2,140 9.750%
2074573 4/1/78 3/1/03 310,000 84,534 Fully Amortizing FIX 2,765 9.750%
2074656 4/1/80 3/1/05 415,000 206,577 Fully Amortizing FIX 4,759 13.250%
2074755 12/1/77 11/1/02 185,250 56,111 Fully Amortizing FIX 1,750 11.000%
2074821 1/1/77 12/1/01 350,000 86,535 Fully Amortizing FIX 3,180 10.000%
2075075 4/1/76 5/15/05 1,931,000 981,796 157,266 Balloon FIX 16,607 9.750%
2075109 3/10/77 2/10/02 260,000 47,062 Fully Amortizing FIX 2,319 9.750%
2075141 9/1/83 8/1/13 1,062,540 809,208 Fully Amortizing 6CD 7,491 7.000%
2075224 4/1/77 3/1/02 198,500 50,209 Fully Amortizing FIX 1,771 9.750%
2075448 10/5/78 9/5/03 1,200,000 454,004 Fully Amortizing FIX 10,800 9.875%
2075463 5/1/77 4/1/04 485,000 88,692 Fully Amortizing FIX 1,964 9.625%
2075505 2/1/79 1/1/04 290,000 131,701 28,653 Balloon FIX 2,564 9.750%
2076073 3/1/78 2/1/03 565,000 180,317 Fully Amortizing FIX 4,893 9.375%
2076263 11/1/77 9/1/02 560,000 164,286 Fully Amortizing FIX 4,995 9.750%
2076305 9/1/80 8/1/02 216,750 66,640 Fully Amortizing FIX 2,177 13.500%
2076404 10/1/78 9/1/03 419,300 165,025 Fully Amortizing FIX 3,867 10.000%
2076776 9/5/77 8/5/02 164,150 52,829 Fully Amortizing FIX 1,579 10.750%
2076958 5/1/84 4/1/04 279,600 129,100 Fully Amortizing FIX 2,794 10.243%
2077071 10/10/78 9/10/03 189,450 67,731 Fully Amortizing FIX 1,690 9.750%
2077089 7/1/79 3/1/04 180,000 53,149 Fully Amortizing FIX 1,609 9.750%
2077147 6/1/79 5/1/04 180,000 74,043 Fully Amortizing FIX 1,606 9.750%
2077162 7/1/79 6/1/04 79,100 53,635 32,145 Balloon FIX 776 11.375%
2077857 12/1/79 6/1/06 750,000 257,638 Fully Amortizing FIX 7,028 10.500%
2078061 8/1/79 7/1/04 100,000 47,287 Fully Amortizing FIX 1,026 11.625%
2078137 11/10/77 10/10/02 235,000 67,428 Fully Amortizing FIX 2,115 9.875%
2078178 8/1/78 7/1/03 134,000 47,972 Fully Amortizing FIX 1,195 9.750%
2078285 8/15/77 6/15/03 108,235 46,818 Fully Amortizing FIX 1,159 10.500%
2078327 8/1/78 7/1/03 150,000 54,396 Fully Amortizing FIX 1,350 9.875%
2078335 10/1/95 9/1/05 1,580,000 1,448,076 1,095,923 Balloon 6ML 13,152 7.875%
2078376 10/1/77 9/1/02 187,600 55,465 Fully Amortizing FIX 1,673 9.750%
2078723 10/1/79 9/1/04 1,500,000 711,265 Fully Amortizing FIX 14,517 10.375%
2079242 7/1/85 9/1/02 648,000 563,455 509,058 Balloon FIX 5,713 9.625%
2081008 11/1/86 10/1/01 500,000 128,976 Fully Amortizing 6CD 4,967 9.031%
2081701 11/1/97 10/1/07 159,049 143,528 Fully Amortizing FIX 2,146 10.500%
2081743 12/1/85 11/1/10 249,250 138,815 Fully Amortizing 6CD 1,654 9.455%
2082097 2/1/86 1/1/06 145,000 73,888 Fully Amortizing 6CD 1,231 8.737%
2082352 5/1/79 4/1/03 152,000 63,496 14,914 Balloon FIX 1,409 10.250%
2082410 2/1/79 1/1/04 700,000 248,155 Fully Amortizing FIX 6,244 9.750%
2085132 1/1/87 12/1/11 700,000 529,006 Fully Amortizing 6CD 5,699 8.442%
2085751 12/1/94 1/1/03 849,955 463,978 Fully Amortizing FIX 12,557 9.625%
2086973 10/1/91 7/1/01 1,000,000 947,306 923,711 Balloon FIX 9,395 10.830%
2088094 8/1/90 7/1/00 197,500 158,147 150,024 Balloon FIX 2,089 11.375%
2088128 11/1/90 10/1/00 1,275,000 800,564 677,513 Balloon FIX 14,592 11.125%
2088169 1/1/91 12/1/00 750,000 707,696 695,019 Balloon FIX 7,284 11.250%
2088177 12/1/90 11/1/00 625,000 393,676 329,841 Balloon FIX 7,068 10.910%
2088201 2/1/91 1/1/01 550,000 497,032 482,104 Balloon 6CD 3,951 7.750%
2088359 10/1/90 9/1/05 350,000 316,232 270,627 Balloon 6CD 2,579 8.000%
2088763 8/15/93 7/15/03 998,000 522,045 Fully Amortizing FIX 12,108 8.000%
2088912 11/1/91 9/1/01 818,100 774,503 753,778 Balloon FIX 8,258 11.750%
2089340 8/1/92 7/1/07 720,000 665,929 551,626 Balloon 6CD 5,217 7.875%
2089456 11/1/92 10/1/07 126,500 118,317 98,957 Balloon 6CD 972 8.500%
2089472 12/1/92 11/1/07 716,000 664,857 552,506 Balloon 6CD 5,345 8.250%
2089480 1/1/93 12/1/07 237,000 214,544 168,619 Balloon FIX 1,993 9.500%
2090223 10/1/97 9/1/07 755,993 676,035 Fully Amortizing FIX 9,991 10.000%
2090322 9/1/96 8/1/06 1,135,880 1,069,626 804,332 Balloon FIX 10,028 8.750%
2090363 5/1/90 4/1/00 600,000 559,707 553,618 Balloon FIX 5,678 10.920%
2090546 4/1/90 3/1/05 91,000 55,101 Fully Amortizing FIX 1,107 12.250%
2090595 5/1/90 4/1/05 100,000 61,143 Fully Amortizing FIX 1,217 12.250%
2090868 11/1/90 10/1/00 1,600,000 344,071 Fully Amortizing FIX 21,926 10.875%
2090975 10/1/90 9/1/00 1,350,000 995,585 921,379 Balloon 6CD 10,756 7.250%
2090991 7/1/90 6/1/00 990,000 135,868 Fully Amortizing FIX 11,134 11.000%
2091049 3/1/90 2/1/05 138,000 125,469 109,360 Balloon 6CD 1,074 8.500%
2091056 5/1/90 4/1/05 100,000 90,000 78,217 Balloon 6CD 768 8.500%
2091064 11/1/90 10/1/05 412,000 372,261 318,105 Balloon 6CD 3,031 8.000%
2091098 11/1/91 10/1/06 435,000 296,457 Fully Amortizing FIX 4,808 10.500%
2091114 10/1/90 9/1/05 350,000 224,298 Fully Amortizing FIX 4,257 12.250%
2091155 9/1/91 8/1/06 325,000 218,167 Fully Amortizing FIX 3,593 10.500%
2091254 2/1/93 1/1/08 400,000 287,169 Fully Amortizing 6CD 3,837 8.000%
2091262 2/1/93 1/1/08 400,000 374,017 308,392 Balloon 6CD 2,939 8.000%
2091320 3/1/93 2/1/03 500,000 470,878 443,018 Balloon 6CD 3,734 8.125%
2091338 3/1/93 2/1/08 750,000 700,197 573,379 Balloon 6CD 5,381 7.750%
2091353 4/1/93 3/1/08 660,000 270,731 89,258 Balloon 6CD 2,962 7.750%
2091429 7/1/93 6/1/03 390,000 198,259 Fully Amortizing 6CD 4,768 8.125%
2091445 6/1/93 5/1/08 200,000 148,759 Fully Amortizing 6CD 2,015 9.000%
2091502 5/1/94 4/1/01 250,000 224,885 215,795 Balloon 6CD 1,884 8.000%
2091510 5/1/94 4/1/04 450,000 334,380 309,391 Balloon 6CD 2,584 8.000%
2091528 6/1/94 5/1/09 332,000 123,013 Fully Amortizing 6CD 1,774 8.250%
2091569 6/1/94 5/1/04 360,000 343,805 319,511 Balloon 6CD 2,768 8.500%
2091585 7/1/94 6/1/04 881,000 784,786 631,179 Balloon FIX 7,998 9.125%
2091593 7/1/94 6/1/01 203,000 194,734 190,188 Balloon FIX 1,626 8.950%
2091601 7/1/94 6/1/01 337,000 323,278 315,730 Balloon FIX 2,699 8.950%
2091619 7/1/94 6/1/04 525,000 429,771 280,827 Balloon 6CD 4,854 7.875%
2091635 7/1/94 6/1/01 1,050,000 974,209 931,058 Balloon 6CD 8,059 7.875%
2091650 7/1/94 6/1/04 255,000 238,191 210,517 Balloon FIX 2,295 9.750%
2091684 7/1/94 6/1/04 235,000 225,676 209,806 Balloon 6CD 1,835 8.625%
2091700 7/1/94 6/1/04 325,000 310,878 287,449 Balloon 6CD 2,423 8.125%
2091718 6/1/94 3/1/01 975,000 901,915 870,471 Balloon FIX 7,525 8.000%
2091742 7/1/94 6/1/04 700,000 655,729 589,007 Balloon FIX 5,874 9.000%
2091759 6/1/94 5/1/09 490,000 467,901 383,655 Balloon 6CD 3,768 8.500%
2091767 5/1/94 4/1/04 937,500 891,388 822,465 Balloon 6CD 6,740 7.750%
2091783 5/1/94 3/31/01 800,000 642,349 564,136 Balloon FIX 8,354 9.500%
2091866 7/1/94 6/1/01 615,000 500,655 436,092 Balloon FIX 6,515 9.750%
2091890 7/1/94 6/1/04 950,000 779,639 604,409 Balloon 6CD 7,421 7.725%
2091957 6/1/94 5/1/09 1,385,000 1,113,159 Fully Amortizing FIX 14,246 9.240%
2092013 6/1/94 5/1/04 1,150,000 703,946 Fully Amortizing FIX 14,667 9.160%
2092088 7/1/94 6/1/04 800,000 751,312 671,898 Balloon FIX 7,023 9.560%
2092237 7/1/94 6/1/04 435,000 147,744 93,742 Balloon 6CD 1,733 8.125%
2092245 8/1/94 7/1/04 220,000 204,176 177,224 Balloon FIX 2,002 9.750%
2092260 7/1/94 6/1/04 290,000 271,780 242,849 Balloon FIX 2,584 9.750%
2092294 8/1/94 7/1/04 250,000 168,350 150,693 Balloon 6CD 1,341 7.875%
2092302 8/1/94 7/1/09 923,000 740,086 Fully Amortizing 6CD 8,834 7.875%
2092351 8/1/94 7/1/04 362,000 335,068 289,211 Balloon 6CD 2,878 8.125%
2092377 8/1/94 7/1/04 300,000 135,454 112,581 Balloon 6CD 1,221 8.125%
2092419 7/1/94 6/1/01 950,000 881,619 841,318 Balloon 6ML 7,144 7.601%
2093185 8/1/94 7/1/04 975,000 932,096 858,492 Balloon 6CD 7,102 7.875%
2093201 8/1/94 7/1/04 992,000 948,454 873,558 Balloon 6CD 7,227 7.875%
2093219 8/1/94 7/1/04 120,000 113,743 103,082 Balloon FIX 1,060 9.750%
2093227 9/1/94 8/1/04 850,000 786,200 673,573 Balloon 6CD 6,560 7.750%
2093250 9/1/94 8/1/04 86,000 61,402 19,984 Balloon FIX 1,015 9.750%
2093276 8/1/94 7/1/01 750,000 707,300 681,636 Balloon FIX 6,749 9.875%
2093334 9/1/94 8/1/01 1,450,000 1,300,573 1,207,346 Balloon FIX 13,304 9.275%
2093383 9/1/94 8/1/04 485,000 441,324 383,558 Balloon 6CD 3,611 7.750%
3000106 12/1/94 11/1/01 1,100,000 1,040,292 999,094 Balloon FIX 9,420 9.250%
3000171 1/1/95 12/1/01 700,000 627,995 570,988 Balloon 6CD 5,822 7.825%
3000189 1/1/95 12/1/04 936,000 879,689 766,204 Balloon 3ML 7,412 8.250%
3000254 3/1/95 2/1/05 1,300,000 1,170,489 912,632 Balloon FIX 11,256 8.500%
3000296 2/1/95 1/1/02 920,000 825,826 747,576 Balloon 1ML 7,539 7.625%
3000338 1/1/95 12/1/04 85,000 82,735 77,974 Balloon FIX 778 10.500%
3000379 2/1/95 1/1/10 1,500,000 1,285,311 Fully Amortizing FIX 17,285 11.250%
3000403 2/1/95 1/1/02 682,500 650,994 624,290 Balloon FIX 6,383 10.375%
3000411 2/1/95 1/1/02 178,365 169,985 162,344 Balloon 6CD 1,582 9.625%
3000445 11/1/95 1/1/05 595,002 566,595 499,031 Balloon FIX 5,085 9.125%
3000627 2/1/95 1/1/05 850,000 809,906 723,842 Balloon FIX 7,862 10.230%
3000759 2/1/95 1/1/05 500,000 336,418 Fully Amortizing FIX 6,334 9.000%
3000791 2/1/96 1/1/02 200,000 103,858 Fully Amortizing FIX 3,716 10.110%
3000833 2/1/95 1/1/05 430,000 419,744 396,920 Balloon FIX 4,079 10.950%
3000866 2/1/95 1/1/10 275,000 231,287 Fully Amortizing FIX 2,913 9.750%
3000924 3/1/95 2/1/05 250,000 239,668 215,853 Balloon FIX 2,441 10.950%
3001013 4/1/95 3/1/05 310,000 292,733 252,813 Balloon 6CD 2,409 8.000%
3001062 3/1/95 2/1/05 600,000 543,354 419,742 Balloon 6CD 5,065 8.000%
3001229 3/1/95 2/1/05 1,100,000 1,031,821 885,414 Balloon 6ML 8,183 7.500%
3001401 5/1/95 4/1/02 750,000 677,696 607,784 Balloon 6CD 6,087 7.500%
3001492 5/1/95 4/1/05 1,000,000 941,271 805,030 Balloon 6ML 7,440 7.500%
3001534 4/1/95 3/1/05 1,067,176 734,528 Fully Amortizing 6ML 13,345 8.500%
3001567 7/1/95 6/1/05 650,000 613,644 524,227 Balloon 1ML 4,882 7.625%
3001583 4/1/95 3/1/05 72,156 49,475 Fully Amortizing 6ML 893 8.250%
3001815 5/1/95 4/1/05 250,000 179,010 Fully Amortizing FIX 3,437 10.950%
3001864 4/1/95 3/1/05 125,327 87,570 Fully Amortizing FIX 1,656 10.000%
3001872 6/1/95 5/1/02 1,000,000 907,393 812,536 Balloon 6ML 8,194 7.625%
3002813 4/11/94 3/11/04 275,000 170,313 11,610 Balloon FIX 3,484 9.000%
3002953 10/1/94 9/1/04 475,000 392,629 242,170 Balloon FIX 4,946 9.450%
3003191 11/1/90 10/1/05 735,000 684,443 595,569 Balloon 6CD 5,600 8.125%
3004769 8/30/94 7/30/04 500,000 75,000 Fully Amortizing FIX 5,268 8.000%
3005238 12/1/89 7/1/04 1,345,000 688,104 Fully Amortizing FIX 14,040 8.000%
3006517 6/1/95 5/1/02 750,000 713,919 676,762 Balloon 6CD 6,432 9.250%
3006533 8/1/95 7/1/05 1,450,000 1,329,666 1,031,464 Balloon FIX 12,930 8.875%
3006699 7/1/95 6/1/10 277,500 235,498 Fully Amortizing 6CD 2,692 8.125%
3006715 6/1/95 5/1/02 228,750 221,478 214,063 Balloon 6CD 1,802 8.750%
3006731 8/1/95 7/1/05 700,000 665,222 579,037 Balloon FIX 5,815 8.875%
3006806 5/1/95 4/1/00 93,750 91,138 90,481 Balloon FIX 823 10.000%
3006871 7/1/95 6/1/05 130,000 123,693 107,401 Balloon 6CD 1,063 8.625%
3006897 9/1/95 8/1/05 1,335,750 1,266,002 1,093,942 Balloon FIX 10,744 8.500%
3006996 8/1/95 7/1/05 220,297 200,283 149,935 Balloon 6CD 1,742 7.125%
3007234 8/1/95 6/1/02 725,000 688,741 650,485 Balloon FIX 6,000 8.830%
3007259 7/1/95 6/1/07 1,020,000 791,033 Fully Amortizing FIX 11,252 8.375%
3007333 7/1/95 6/1/00 146,000 119,260 115,060 Balloon FIX 1,353 10.250%
3007390 7/1/95 6/1/10 809,600 689,574 Fully Amortizing FIX 8,212 9.000%
3007416 5/1/95 4/1/05 981,253 689,632 Fully Amortizing FIX 12,900 9.875%
3007465 7/1/95 6/1/05 300,000 77,946 Fully Amortizing FIX 3,965 10.000%
3007580 8/1/95 7/1/05 892,500 848,158 738,272 Balloon FIX 7,414 8.875%
3007614 10/1/95 9/1/05 270,000 248,445 191,374 Balloon FIX 2,386 8.750%
3007622 10/1/95 9/1/05 545,000 501,491 386,294 Balloon FIX 4,816 8.750%
3007630 10/1/95 9/1/05 560,000 515,293 396,925 Balloon FIX 4,949 8.750%
3007663 8/1/95 7/1/05 96,000 82,311 47,220 Balloon 6CD 959 8.625%
3007671 9/1/95 8/1/05 818,000 778,397 676,647 Balloon FIX 6,795 8.875%
3007838 9/1/95 7/1/05 1,360,000 1,242,440 956,867 Balloon FIX 11,801 8.500%
3008091 8/15/95 7/15/05 1,000,000 919,130 711,356 Balloon FIX 8,917 8.875%
3008109 9/1/95 8/1/05 150,000 146,482 136,846 Balloon FIX 1,330 10.125%
3008117 11/1/95 10/1/05 1,165,000 1,073,964 820,268 Balloon FIX 10,258 8.700%
3008190 8/1/95 7/1/00 935,000 851,292 822,508 Balloon FIX 7,914 8.160%
3008208 10/1/95 9/1/05 1,000,000 953,707 829,563 Balloon FIX 8,392 9.000%
3008224 8/1/95 7/1/10 77,044 66,615 Fully Amortizing FIX 828 10.000%
3008257 8/1/95 8/1/02 749,000 711,076 663,741 Balloon 6ML 5,695 7.750%
3008265 9/1/95 8/1/05 1,500,000 1,080,410 Fully Amortizing 3ML 18,353 8.000%
3008273 9/1/95 8/1/10 1,300,000 1,115,132 Fully Amortizing FIX 13,089 8.875%
3008281 8/1/95 7/1/05 975,000 921,301 784,108 Balloon 1ML 7,247 7.500%
3008315 8/1/95 7/1/05 540,000 511,633 442,746 Balloon FIX 4,348 8.500%
3008323 8/1/95 7/1/05 660,000 625,330 541,134 Balloon FIX 5,314 8.500%
3008372 9/1/95 8/1/10 750,000 643,439 Fully Amortizing FIX 7,551 8.875%
3008638 10/1/95 9/1/05 1,400,000 1,353,398 1,222,578 Balloon 6CD 9,831 7.500%
3008729 10/1/95 9/1/05 270,000 196,973 Fully Amortizing FIX 3,457 9.125%
3008836 12/1/95 11/1/02 950,000 873,442 774,450 Balloon FIX 8,041 8.160%
3008877 2/6/95 1/1/05 1,260,000 1,002,350 599,699 Balloon FIX 12,263 9.000%
3008901 10/1/95 9/1/05 1,087,500 1,053,627 965,079 Balloon FIX 8,362 8.500%
3008968 12/1/95 11/1/05 500,000 371,273 Fully Amortizing FIX 6,239 8.650%
3008992 10/1/95 9/1/02 300,000 288,920 274,839 Balloon FIX 2,833 10.500%
3009099 10/1/95 9/1/10 158,250 136,187 Fully Amortizing 6CD 1,535 8.125%
3009123 10/1/95 9/1/05 1,200,000 1,133,177 965,594 Balloon FIX 9,062 7.750%
3009164 10/1/95 9/1/05 200,000 192,723 172,777 Balloon 6CD 1,337 7.000%
3009313 11/1/95 10/1/10 800,000 691,257 Fully Amortizing FIX 7,996 8.750%
3009339 11/1/95 10/1/10 1,650,000 1,413,276 Fully Amortizing FIX 15,766 8.000%
3009404 11/1/95 10/1/05 750,000 619,429 539,156 Balloon FIX 5,494 9.125%
3009438 10/1/95 9/1/02 560,000 309,765 Fully Amortizing FIX 8,974 8.875%
3009529 11/1/95 10/1/05 540,000 521,028 463,735 Balloon 6CD 4,366 8.750%
3009560 11/1/95 10/1/05 1,400,000 1,334,247 1,153,918 Balloon FIX 11,481 8.720%
3009644 11/1/95 10/1/05 550,000 407,093 Fully Amortizing FIX 7,004 9.125%
3009701 11/1/95 10/1/05 213,000 91,691 75,819 Balloon 6CD 781 8.125%
3009750 12/1/95 11/1/02 295,000 282,305 265,337 Balloon FIX 2,501 9.125%
3009776 11/1/95 10/1/10 1,432,500 1,237,783 Fully Amortizing FIX 14,317 8.750%
3009826 11/1/95 10/1/02 680,000 380,814 Fully Amortizing 6CD 10,602 7.750%
3009834 11/1/95 10/1/05 820,000 783,727 682,162 Balloon FIX 6,952 9.125%
3009842 11/1/95 10/1/05 348,000 337,931 310,273 Balloon FIX 2,738 8.750%
3009867 11/1/95 10/1/05 1,015,000 940,285 729,739 Balloon FIX 9,296 9.250%
3009933 11/1/95 10/1/05 350,000 334,518 291,168 Balloon FIX 2,967 9.125%
3010014 1/1/96 12/1/02 625,000 232,749 162,195 Balloon 6CD 2,908 7.375%
3010055 12/1/95 11/1/05 480,177 442,999 330,637 Balloon FIX 3,909 7.500%
3010113 1/1/96 12/1/05 341,250 326,722 284,009 Balloon FIX 2,907 9.200%
3010154 1/1/96 12/1/05 288,750 276,457 240,315 Balloon FIX 2,460 9.200%
3010162 1/1/96 12/1/05 390,000 373,397 324,581 Balloon FIX 3,322 9.200%
3010360 4/1/95 4/1/02 1,100,000 1,040,755 990,186 Balloon FIX 9,232 9.000%
3010956 8/15/94 7/15/04 735,000 653,762 519,624 Balloon FIX 6,552 8.750%
3010964 1/1/96 12/1/05 342,000 253,396 Fully Amortizing 6CD 4,046 7.275%
3010972 1/1/96 12/1/05 306,000 226,723 Fully Amortizing 6CD 3,620 7.275%
3010980 12/1/95 11/1/05 1,200,000 1,160,196 1,051,750 Balloon FIX 8,701 7.875%
3011079 12/1/95 11/1/05 450,000 437,629 402,135 Balloon FIX 3,580 8.875%
3011137 12/1/95 11/1/00 90,391 78,541 72,557 Balloon 6CD 905 8.750%
3011145 3/1/96 2/1/03 270,000 165,298 Fully Amortizing 6CD 4,283 8.250%
3011152 2/1/96 12/1/05 350,000 256,852 Fully Amortizing FIX 4,410 8.875%
3011228 12/1/95 11/1/10 750,000 650,805 Fully Amortizing FIX 7,496 8.750%
3011244 1/15/96 12/15/05 1,400,000 1,330,691 1,127,891 Balloon FIX 10,611 7.790%
3011327 12/1/95 11/1/10 435,000 375,360 Fully Amortizing 6CD 4,194 8.125%
3011335 1/1/96 12/1/05 1,360,000 1,296,406 1,111,783 Balloon FIX 10,837 8.375%
3011350 1/1/96 12/1/02 397,500 380,236 356,219 Balloon FIX 3,302 8.875%
3011376 1/1/96 12/1/02 555,000 331,894 209,236 Balloon FIX 4,753 8.000%
3011384 1/1/96 12/1/10 900,000 774,443 Fully Amortizing 6CD 8,199 7.125%
3011392 1/1/96 12/1/05 550,000 463,316 382,845 Balloon FIX 4,058 8.500%
3011491 1/1/96 12/1/05 800,000 743,531 573,148 Balloon FIX 7,262 9.125%
3011509 1/1/96 12/1/05 391,000 376,111 329,715 Balloon FIX 3,484 9.750%
3011558 2/1/96 1/1/06 986,250 853,744 466,821 Balloon FIX 9,283 7.750%
3011566 1/1/96 12/1/05 120,425 116,021 102,120 Balloon FIX 1,094 10.000%
3011582 1/1/96 12/1/05 137,000 131,783 115,527 Balloon FIX 1,221 9.750%
3011590 1/1/96 12/1/05 275,000 62,826 Fully Amortizing FIX 3,410 8.500%
3011608 1/1/96 12/1/10 610,600 532,710 Fully Amortizing 6CD 6,000 8.375%
3011665 1/1/96 12/1/02 1,500,000 1,426,838 1,319,151 Balloon 3ML 11,024 7.375%
3011673 2/1/96 1/1/06 136,000 119,307 67,325 Balloon FIX 1,379 9.000%
3011699 1/1/96 12/1/05 1,083,750 1,032,137 883,255 Balloon FIX 8,545 8.250%
3011749 2/1/96 1/1/06 562,500 534,238 457,304 Balloon FIX 4,682 8.900%
3011764 1/1/96 12/1/10 750,000 648,193 Fully Amortizing FIX 7,167 8.000%
3011814 1/1/96 12/1/05 1,200,000 1,101,825 825,653 Balloon FIX 9,859 7.760%
3011848 1/1/96 12/1/05 800,000 761,199 649,990 Balloon FIX 6,241 8.125%
3011897 1/1/96 12/1/02 885,000 845,843 791,606 Balloon FIX 7,276 8.750%
3011939 2/1/96 1/1/11 155,000 137,167 Fully Amortizing FIX 1,654 9.875%
3011947 3/1/96 2/1/06 1,500,000 1,433,175 1,226,744 Balloon FIX 12,079 8.500%
3011962 1/1/96 12/1/10 1,335,000 1,156,993 Fully Amortizing FIX 12,951 8.250%
3011988 1/1/96 12/1/02 337,500 125,655 116,445 Balloon 6CD 990 7.625%
3011996 3/1/96 2/1/03 1,363,500 1,191,796 934,161 Balloon FIX 13,228 8.250%
3012002 2/1/96 1/1/06 200,000 186,092 142,781 Balloon FIX 1,799 9.000%
3012028 2/1/96 1/1/06 600,000 453,124 Fully Amortizing FIX 7,439 8.500%
3012044 3/1/96 2/1/06 590,000 553,479 463,576 Balloon FIX 4,652 8.250%
3012101 2/1/96 1/1/06 535,000 509,915 430,901 Balloon 6CD 4,013 7.625%
3012119 2/1/96 1/1/11 500,000 436,351 Fully Amortizing FIX 4,924 8.500%
3012135 2/1/96 1/1/01 185,000 176,397 171,950 Balloon FIX 1,632 9.625%
3012176 2/1/96 1/1/11 1,230,000 1,063,267 Fully Amortizing FIX 11,490 7.625%
3012184 3/1/96 9/1/12 1,500,000 1,361,781 Fully Amortizing 6CD 13,115 7.000%
3012200 2/1/96 1/1/06 730,000 346,992 Fully Amortizing FIX 5,937 7.625%
3012234 2/1/96 1/1/06 1,100,000 1,064,694 961,600 Balloon FIX 7,881 7.750%
3012242 3/1/96 2/5/06 240,000 213,391 115,982 Balloon FIX 2,333 8.000%
3012317 2/1/96 2/1/11 380,000 330,327 Fully Amortizing FIX 3,621 8.000%
3012325 2/1/96 1/1/06 950,000 876,345 658,492 Balloon FIX 7,946 8.000%
3012341 2/1/96 1/1/06 450,000 437,445 399,343 Balloon FIX 3,460 8.500%
3012358 2/1/96 1/1/06 252,000 245,294 224,680 Balloon FIX 1,982 8.750%
3012390 2/1/96 1/1/06 1,190,000 1,034,316 571,155 Balloon FIX 11,545 8.250%
3012408 3/1/96 1/1/06 615,000 460,387 Fully Amortizing FIX 7,421 7.875%
3012432 2/1/96 1/1/06 200,000 195,279 180,290 Balloon FIX 1,664 9.375%
3012440 2/1/96 1/1/06 575,000 559,699 512,664 Balloon FIX 4,524 8.750%
3012481 2/1/96 1/1/06 146,000 136,259 105,334 Balloon FIX 1,349 9.375%
3012515 2/1/96 1/1/06 100,000 76,140 Fully Amortizing 6CD 1,255 8.625%
3012598 4/1/96 3/1/06 825,000 600,443 503,476 Balloon 6ML 4,618 7.375%
3012614 4/1/96 3/1/06 450,000 428,913 359,647 Balloon 6ML 3,298 7.375%
3012648 2/1/96 1/1/06 850,000 809,921 690,614 Balloon FIX 6,631 8.125%
3012655 2/1/96 1/1/03 110,000 65,887 Fully Amortizing FIX 1,756 8.750%
3012721 3/1/96 2/1/06 277,500 269,979 246,262 Balloon FIX 2,134 8.500%
3012739 3/1/96 2/1/11 532,679 466,247 Fully Amortizing 6CD 5,048 7.750%
3012754 2/1/96 1/1/06 680,000 658,175 594,445 Balloon FIX 4,872 7.750%
3012796 2/1/96 1/1/06 535,000 511,635 436,267 Balloon 6CD 4,189 8.125%
3012804 3/1/96 2/1/11 1,200,000 453,921 Fully Amortizing FIX 11,530 8.090%
3012879 2/1/96 1/1/06 1,485,000 1,411,057 1,195,140 Balloon FIX 11,217 7.750%
3012929 2/1/96 1/1/11 1,300,000 1,125,340 Fully Amortizing FIX 12,237 7.750%
3012960 3/1/96 2/1/06 234,000 227,658 207,658 Balloon FIX 1,799 8.500%
3012978 4/1/96 3/1/06 249,000 242,449 220,971 Balloon FIX 1,915 8.500%
3012994 2/1/96 1/1/11 170,250 149,197 Fully Amortizing 6CD 1,673 8.375%
3013000 2/1/96 1/1/06 250,000 188,802 Fully Amortizing FIX 3,100 8.500%
3013026 2/1/96 1/1/03 250,000 240,393 226,059 Balloon FIX 2,184 9.500%
3013034 3/1/96 2/1/06 130,000 121,578 93,790 Balloon FIX 1,201 9.375%
3013059 3/1/96 2/1/06 633,000 614,154 556,234 Balloon FIX 4,645 8.000%
3013067 4/1/96 3/1/06 275,000 267,765 244,043 Balloon FIX 2,115 8.500%
3013117 3/1/96 2/1/06 350,000 265,287 Fully Amortizing 6CD 4,171 7.400%
3013133 3/1/96 2/1/06 130,000 100,150 Fully Amortizing FIX 1,673 9.375%
3013141 3/1/96 2/1/06 400,000 389,159 354,972 Balloon FIX 3,076 8.500%
3013166 3/1/96 2/1/06 604,400 557,126 414,430 Balloon FIX 4,925 7.650%
3013174 3/1/96 2/1/06 576,500 531,409 395,300 Balloon FIX 4,697 7.650%
3013182 3/1/96 2/1/03 240,000 229,788 214,265 Balloon FIX 1,953 8.625%
3013190 3/1/96 2/1/06 990,000 863,054 472,907 Balloon FIX 9,461 8.000%
3013240 3/1/96 2/1/03 460,000 280,452 Fully Amortizing 6CD 7,234 8.000%
3013265 3/1/96 2/1/06 529,800 488,361 363,277 Balloon FIX 4,317 7.650%
3013281 3/1/96 2/1/06 1,050,000 967,873 719,972 Balloon FIX 8,555 7.650%
3013307 3/1/96 3/1/06 886,000 844,662 715,563 Balloon FIX 6,838 8.000%
3013323 4/1/96 3/1/06 1,200,000 1,046,211 452,057 Balloon FIX 12,531 8.000%
3013356 4/1/96 3/1/06 275,540 212,219 Fully Amortizing 6CD 3,368 8.000%
3013422 3/1/96 2/1/06 920,000 877,854 747,488 Balloon FIX 7,177 8.125%
3013463 4/1/96 3/1/06 950,000 906,962 769,455 Balloon FIX 7,332 8.000%
3013489 4/1/96 3/1/06 570,000 544,177 461,673 Balloon FIX 4,399 8.000%
3013497 4/1/96 3/1/01 250,000 240,776 234,379 Balloon FIX 2,163 9.375%
3013521 5/1/96 4/1/11 650,000 571,694 Fully Amortizing 6ML 6,020 7.375%
3013539 4/1/96 3/1/11 500,000 438,869 Fully Amortizing FIX 4,851 8.250%
3013612 5/1/96 4/1/11 590,000 517,410 Fully Amortizing FIX 5,554 7.750%
3013661 4/1/96 3/1/06 751,645 731,395 665,431 Balloon FIX 5,713 8.375%
3013687 4/1/96 3/1/06 125,000 122,220 112,681 Balloon FIX 1,040 9.375%
3013711 5/1/96 4/1/06 500,000 210,903 Fully Amortizing FIX 3,582 7.750%
3013760 4/1/96 3/1/06 225,000 214,806 182,237 Balloon FIX 1,737 8.000%
3013794 4/1/96 3/1/06 150,000 145,842 133,674 Balloon FIX 1,248 9.375%
3013802 6/1/96 4/1/06 480,000 460,284 392,287 Balloon FIX 3,785 8.250%
3013810 4/1/96 3/1/06 290,000 282,001 256,112 Balloon FIX 2,179 8.250%
3013919 4/1/96 3/1/06 260,000 253,159 230,731 Balloon FIX 1,999 8.500%
3013992 4/1/96 3/1/06 768,750 735,180 626,531 Balloon FIX 6,061 8.250%
3014032 4/1/96 3/1/06 236,250 226,468 192,133 Balloon 6CD 1,831 8.000%
3014040 4/1/96 3/1/03 500,000 441,072 346,613 Balloon FIX 4,997 8.750%
3014131 4/1/96 3/1/06 700,000 528,549 Fully Amortizing FIX 8,773 8.750%
3014180 4/1/96 3/1/06 525,000 447,099 353,889 Balloon FIX 3,852 8.000%
3014198 3/1/96 1/1/06 167,013 128,857 Fully Amortizing FIX 2,161 9.500%
3014230 4/1/96 4/1/11 980,000 859,252 Fully Amortizing FIX 9,616 8.500%
3014248 5/1/96 4/1/06 430,000 225,400 41,093 Balloon FIX 3,230 8.250%
3014263 6/1/96 5/1/06 145,440 106,669 63,739 Balloon FIX 1,186 9.150%
3014271 5/1/96 4/1/11 250,000 145,570 Fully Amortizing 6CD 1,581 7.500%
3014362 6/1/96 5/1/06 250,000 243,815 221,858 Balloon FIX 1,922 8.500%
3014370 5/1/96 4/1/06 812,000 653,358 282,107 Balloon FIX 7,878 8.250%
3014412 5/1/96 4/1/06 250,000 244,608 225,364 Balloon FIX 2,079 9.375%
3014438 5/15/96 4/15/06 144,607 142,422 133,580 Balloon FIX 1,377 11.000%
3014537 5/1/96 4/1/06 685,000 654,331 553,064 Balloon FIX 5,230 7.875%
3014545 5/1/96 4/1/06 492,000 388,862 278,286 Balloon FIX 3,610 8.000%
3014552 7/1/96 6/1/01 260,028 244,512 231,268 Balloon FIX 2,340 9.000%
3014586 12/1/96 11/1/06 400,000 366,216 306,639 Balloon FIX 3,327 9.375%
3014602 5/1/96 4/1/06 266,000 232,585 188,917 Balloon FIX 1,970 8.100%
3014636 6/1/96 5/1/06 1,500,000 1,407,576 1,070,853 Balloon FIX 13,496 9.000%
3014644 5/1/96 4/1/06 340,000 320,170 254,268 Balloon FIX 2,741 8.000%
3014669 5/1/96 4/1/06 678,750 525,956 290,074 Balloon FIX 5,677 8.000%
3014677 5/1/96 4/1/06 940,000 899,730 765,319 Balloon FIX 7,411 8.250%
3014693 5/1/96 4/1/11 924,000 811,729 Fully Amortizing FIX 8,823 8.000%
3014776 6/1/96 5/1/11 768,000 687,571 Fully Amortizing FIX 8,020 9.500%
3014818 6/1/96 5/1/03 825,000 733,583 571,911 Balloon FIX 8,245 8.750%
3014867 6/1/96 5/1/06 502,500 384,813 262,907 Balloon FIX 3,600 7.750%
3014883 5/1/96 4/1/06 300,000 287,290 244,500 Balloon FIX 2,365 8.250%
3014966 6/1/96 5/1/03 250,000 240,470 223,617 Balloon FIX 2,055 8.750%
3014982 6/1/96 5/1/06 773,500 723,293 536,885 Balloon 6ML 6,443 7.875%
3014990 5/1/96 4/1/11 1,250,000 1,102,581 Fully Amortizing FIX 12,289 8.500%
3015021 5/1/96 4/1/03 308,125 287,762 270,205 Balloon FIX 2,479 9.000%
3015054 7/1/96 6/1/06 488,000 351,125 206,587 Balloon FIX 3,752 8.500%
3015062 5/1/96 9/22/01 1,150,000 979,738 884,515 Balloon FIX 9,441 7.750%
3015088 6/1/96 5/1/11 616,000 544,501 Fully Amortizing FIX 5,931 8.125%
3015104 6/1/96 5/1/06 450,000 353,310 Fully Amortizing FIX 5,640 8.750%
3015112 6/1/96 5/1/06 560,000 539,052 463,229 Balloon FIX 4,652 8.875%
3015120 6/1/96 5/1/11 360,000 318,151 Fully Amortizing 6CD 3,444 8.000%
3015161 5/1/96 4/1/08 476,220 398,681 Fully Amortizing FIX 5,555 9.500%
3015195 6/1/96 5/1/03 315,000 296,653 263,348 Balloon FIX 2,936 9.500%
3015260 6/15/96 5/15/06 705,000 686,344 613,306 Balloon 6CD 4,885 7.375%
3015286 6/1/96 5/1/11 346,875 339,800 280,020 Balloon FIX 2,917 9.500%
3015310 6/1/96 5/1/06 1,530,000 1,474,893 1,272,816 Balloon FIX 12,971 9.125%
3015328 6/1/96 5/1/06 1,235,000 1,188,802 1,021,586 Balloon FIX 10,259 8.875%
3015336 6/1/96 5/1/06 1,025,000 986,658 847,875 Balloon FIX 8,514 8.875%
3015344 6/1/96 5/1/06 696,000 670,932 579,006 Balloon FIX 5,901 9.125%
3015385 6/1/96 5/1/11 465,000 452,935 361,102 Balloon FIX 3,493 8.250%
3015393 6/1/96 5/1/11 375,000 334,218 Fully Amortizing FIX 3,804 9.000%
3015401 7/1/96 6/1/03 435,000 425,062 406,593 Balloon FIX 3,422 8.750%
3015450 6/1/96 5/1/06 700,000 680,961 615,109 Balloon FIX 5,136 8.000%
3015484 7/1/96 6/1/06 585,000 468,265 Fully Amortizing FIX 7,650 9.750%
3015542 6/1/96 5/1/06 600,000 559,823 419,046 Balloon FIX 5,112 8.250%
3015609 6/1/96 5/1/11 551,250 490,736 Fully Amortizing FIX 5,550 8.875%
3015617 6/1/96 5/1/03 110,000 106,330 99,638 Balloon FIX 971 9.625%
3015625 6/1/96 5/1/06 522,257 509,335 463,467 Balloon FIX 4,016 8.500%
3015633 6/1/96 5/1/11 394,000 338,279 Fully Amortizing FIX 3,967 8.875%
3015641 6/1/96 5/1/06 1,310,000 1,272,340 1,147,108 Balloon FIX 9,490 7.875%
3015716 6/1/96 5/1/06 700,000 493,432 210,256 Balloon FIX 5,855 8.000%
3015724 7/1/96 6/1/06 575,000 474,254 329,077 Balloon FIX 4,630 8.500%
3015740 6/1/96 5/1/06 975,000 950,296 863,173 Balloon FIX 7,411 8.375%
3015757 9/1/96 8/1/06 106,000 104,314 96,885 Balloon FIX 950 10.250%
3015765 7/1/96 6/1/06 130,000 123,273 96,018 Balloon FIX 1,276 10.250%
3015781 6/1/96 5/1/06 209,000 106,042 Fully Amortizing 6CD 1,938 9.000%
3015849 7/1/96 5/1/06 540,691 481,565 266,417 Balloon FIX 5,324 8.500%
3015856 6/1/96 5/1/11 1,400,000 1,235,043 Fully Amortizing FIX 13,454 8.125%
3015880 7/1/96 6/1/06 960,000 901,085 682,062 Balloon FIX 8,554 8.875%
3015948 7/1/96 6/1/06 226,000 212,131 160,187 Balloon FIX 1,997 8.750%
3015989 7/1/96 6/1/06 360,000 349,753 311,224 Balloon 6CD 2,432 7.125%
3015997 7/1/96 6/1/06 506,250 494,685 451,367 Balloon FIX 3,983 8.750%
3016003 7/1/96 6/1/06 775,000 746,388 639,224 Balloon FIX 6,372 8.750%
3016011 6/1/96 5/1/11 281,250 251,796 Fully Amortizing FIX 2,937 9.500%
3016045 7/1/96 6/1/06 1,150,000 1,121,094 1,015,612 Balloon FIX 8,640 8.250%
3016177 7/1/96 6/1/11 975,000 869,176 Fully Amortizing FIX 9,658 8.600%
3016193 7/1/96 6/1/06 330,000 293,914 160,504 Balloon FIX 3,250 8.500%
3016235 7/1/96 6/1/06 371,000 297,359 Fully Amortizing FIX 4,877 9.875%
3016300 7/1/96 6/1/06 383,500 369,531 314,365 Balloon 6CD 3,064 8.375%
3016318 8/1/96 7/1/11 1,250,000 1,115,305 Fully Amortizing FIX 12,218 8.375%
3016334 7/1/96 6/1/06 198,750 192,573 168,035 Balloon FIX 1,789 9.875%
3016342 7/1/96 6/1/06 281,000 263,079 217,877 Balloon FIX 2,310 8.750%
3016359 1/1/97 12/1/11 325,000 297,292 Fully Amortizing FIX 3,296 9.000%
3016375 7/1/96 6/1/11 1,500,000 1,335,971 Fully Amortizing FIX 14,771 8.500%
3016383 9/1/96 8/1/11 285,000 258,495 Fully Amortizing FIX 3,019 9.750%
3016417 7/1/96 6/1/03 441,350 428,930 405,230 Balloon 6CD 3,019 7.250%
3016474 8/1/96 7/1/06 395,000 384,445 343,242 Balloon FIX 3,155 8.750%
3016482 8/1/96 7/1/06 761,250 730,080 606,941 Balloon 6ML 5,524 7.250%
3016516 8/1/97 7/1/07 860,000 391,673 321,791 Balloon 3ML 2,974 7.500%
3016532 7/1/96 6/1/03 543,750 440,325 335,137 Balloon 6CD 4,597 7.375%
3016540 7/1/96 6/1/06 1,100,000 1,068,567 960,653 Balloon FIX 7,873 7.750%
3016557 7/1/96 6/1/06 827,453 617,953 193,281 Balloon FIX 7,908 8.000%
3016615 7/1/96 6/1/11 584,000 483,458 Fully Amortizing FIX 5,751 8.500%
3016672 7/1/96 6/1/06 150,000 81,167 Fully Amortizing FIX 1,433 8.000%
3016730 8/1/96 7/1/11 555,000 493,041 Fully Amortizing FIX 5,260 7.875%
3016755 8/1/96 7/1/11 750,000 666,272 Fully Amortizing FIX 7,107 7.875%
3016763 8/1/96 7/1/11 567,000 503,701 Fully Amortizing FIX 5,373 7.875%
3016821 7/1/96 6/1/03 800,000 770,465 715,576 Balloon FIX 6,577 8.750%
3016839 8/1/96 7/1/06 600,000 587,361 537,375 Balloon FIX 4,828 9.000%
3016847 8/1/96 7/1/06 440,000 430,731 394,076 Balloon FIX 3,540 9.000%
3016904 7/1/96 6/1/11 412,000 366,413 Fully Amortizing 6CD 3,925 7.875%
3016938 8/1/96 7/1/11 195,000 176,236 Fully Amortizing FIX 2,066 9.750%
3017027 7/1/96 6/1/03 307,500 301,427 289,843 Balloon FIX 2,586 9.500%
3017043 7/15/96 6/15/01 273,974 257,242 242,109 Balloon FIX 2,378 8.500%
3017050 7/15/96 6/15/01 564,876 530,379 499,175 Balloon FIX 4,902 8.500%
3017068 8/1/96 7/1/11 367,971 328,442 Fully Amortizing 6CD 3,486 7.775%
3017100 8/1/96 7/1/06 1,450,000 1,394,658 1,190,290 Balloon FIX 11,777 8.625%
3017118 8/1/96 7/1/11 425,000 381,687 Fully Amortizing FIX 4,311 9.000%
3017126 8/1/96 7/1/06 250,000 243,798 218,540 Balloon 6CD 1,774 7.625%
3017167 7/1/96 6/1/06 316,400 307,805 275,049 Balloon 6CD 2,191 7.375%
3017209 7/1/96 6/15/06 375,000 297,875 Fully Amortizing FIX 4,599 8.250%
3017217 8/1/96 7/1/06 178,000 171,993 148,078 Balloon FIX 1,509 9.125%
3017258 8/1/96 7/1/11 330,000 296,369 Fully Amortizing FIX 3,347 9.000%
3017266 8/1/96 7/1/11 360,000 323,311 Fully Amortizing FIX 3,651 9.000%
3017274 8/15/96 7/15/06 390,000 368,838 280,393 Balloon FIX 3,572 9.250%
3017423 9/1/96 8/1/06 600,000 454,834 Fully Amortizing FIX 7,359 8.250%
3017480 8/1/96 7/1/06 450,000 419,274 363,119 Balloon FIX 3,702 9.250%
3017498 8/1/96 8/1/11 600,000 280,326 Fully Amortizing FIX 6,220 9.375%
3017514 8/15/96 7/15/06 350,000 337,443 286,983 Balloon FIX 2,818 8.500%
3017548 8/1/96 7/1/03 1,400,000 1,343,435 1,228,776 Balloon 6ML 10,269 7.375%
3017555 8/1/96 7/1/03 280,000 249,235 190,687 Balloon FIX 2,676 8.000%
3017563 7/1/96 6/1/01 130,222 62,407 Fully Amortizing FIX 2,783 10.250%
3017589 8/1/96 7/1/06 225,000 217,969 189,234 Balloon FIX 1,985 9.625%
3017639 8/1/96 7/1/11 375,848 338,979 Fully Amortizing FIX 3,925 9.500%
3017654 8/1/96 7/1/11 140,000 125,706 Fully Amortizing FIX 1,558 10.625%
3017662 8/1/96 7/1/11 175,000 159,269 Fully Amortizing FIX 1,948 10.625%
3017688 8/1/96 7/1/11 350,000 311,977 Fully Amortizing 6CD 3,285 7.625%
3017704 9/1/96 8/1/11 249,000 225,390 Fully Amortizing FIX 2,600 9.500%
3017746 9/1/96 8/1/11 400,000 229,813 Fully Amortizing FIX 4,057 9.000%
3017795 8/1/96 7/1/11 660,000 561,412 Fully Amortizing 6CD 5,890 7.375%
3017803 8/1/96 7/1/06 1,450,000 1,350,159 999,699 Balloon FIX 12,583 8.500%
3017829 8/1/96 8/1/11 585,000 525,945 Fully Amortizing FIX 5,977 9.125%
3017837 8/1/96 7/1/06 105,000 90,904 45,572 Balloon FIX 1,065 9.000%
3017845 8/1/96 7/1/06 500,000 487,400 436,015 Balloon 6CD 3,506 7.500%
3017852 9/1/96 8/1/06 1,000,000 808,355 Fully Amortizing FIX 12,735 9.125%
3017860 9/1/96 8/1/03 1,500,000 1,443,289 1,319,977 Balloon 6ML 11,129 7.500%
3017878 8/1/96 7/1/06 1,100,000 1,029,241 764,829 Balloon FIX 9,280 8.125%
3017902 8/1/96 7/1/06 699,000 647,365 556,475 Balloon FIX 5,687 9.125%
3017910 8/1/96 7/1/06 425,000 399,198 331,460 Balloon FIX 3,567 9.000%
3017928 8/1/96 7/1/11 495,000 440,351 Fully Amortizing FIX 4,728 8.000%
3017936 8/1/96 7/1/06 575,000 538,809 401,525 Balloon FIX 4,899 8.250%
3017944 8/1/96 7/1/06 520,000 487,270 363,118 Balloon FIX 4,430 8.250%
3017993 9/1/96 8/1/06 116,000 104,725 56,743 Balloon 6CD 1,149 8.500%
3018009 8/1/96 7/1/03 401,000 390,571 369,101 Balloon 6CD 2,777 7.375%
3018017 9/1/96 8/1/06 180,000 138,983 86,832 Balloon FIX 1,563 9.875%
3018082 9/1/96 8/1/11 1,070,000 963,560 Fully Amortizing FIX 10,773 8.875%
3018090 8/1/96 1/1/11 310,000 260,357 11,129 Balloon 6CD 2,812 7.875%
3018108 9/1/96 8/1/06 1,000,000 980,413 898,767 Balloon FIX 8,191 9.200%
3018140 9/1/96 8/1/11 864,711 772,318 Fully Amortizing 6CD 7,943 7.250%
3018207 9/1/96 8/1/06 270,000 193,672 103,339 Balloon FIX 2,270 9.500%
3018215 9/1/96 8/1/06 400,935 386,387 323,967 Balloon 6CD 3,041 7.750%
3018231 9/1/96 8/1/06 230,000 226,154 209,432 Balloon FIX 2,018 10.000%
3018264 9/1/96 8/1/11 540,000 488,798 Fully Amortizing FIX 5,639 9.500%
3018272 9/1/96 8/1/11 750,000 671,445 Fully Amortizing FIX 7,310 8.350%
3018314 9/1/96 8/1/06 900,000 740,962 538,520 Balloon FIX 7,242 9.000%
3018355 9/1/96 8/1/11 131,250 118,735 Fully Amortizing 6CD 1,319 8.750%
3018363 9/1/96 8/1/06 1,150,000 1,106,147 920,535 Balloon 6ML 8,443 7.375%
3018405 9/1/96 8/1/06 750,000 726,902 629,092 Balloon FIX 6,553 9.500%
3018561 12/1/96 11/1/06 157,500 130,531 Fully Amortizing FIX 2,017 9.250%
3018579 9/1/96 8/1/11 334,000 277,190 Fully Amortizing FIX 3,438 9.250%
3018611 10/1/96 9/1/06 735,000 710,656 606,937 Balloon FIX 6,068 8.800%
3018678 9/1/96 8/1/03 600,000 580,796 540,640 Balloon FIX 5,138 9.250%
3018694 9/1/96 8/1/06 135,000 128,843 100,992 Balloon FIX 1,371 10.750%
3018702 10/1/96 9/1/11 188,000 171,444 Fully Amortizing FIX 2,020 10.000%
3018728 9/1/96 8/1/11 768,000 528,983 Fully Amortizing FIX 7,847 9.125%
3018744 10/1/96 9/1/05 1,380,000 1,352,852 1,256,937 Balloon FIX 11,104 9.000%
3018751 10/1/96 9/1/06 697,500 684,434 627,430 Balloon FIX 5,738 9.250%
3018785 3/1/96 2/14/11 850,000 743,706 Fully Amortizing FIX 8,094 7.940%
3018884 9/10/96 8/10/11 395,000 355,205 Fully Amortizing 6ML 3,710 7.625%
3018892 10/1/96 9/1/06 250,000 240,868 200,666 Balloon 6CD 1,855 7.500%
3018900 11/1/96 10/1/06 740,000 717,733 616,068 Balloon FIX 6,274 9.125%
3018918 10/1/96 9/1/11 500,000 450,579 Fully Amortizing 6CD 4,768 7.875%
3018934 10/1/96 9/1/03 230,000 159,290 Fully Amortizing FIX 3,730 9.250%
3018959 11/1/96 10/1/06 800,000 780,147 689,895 Balloon 6CD 5,339 7.000%
3018983 9/1/96 8/1/01 245,000 127,998 Fully Amortizing FIX 5,051 8.700%
3019015 10/1/96 9/1/06 1,182,705 1,157,682 1,052,045 Balloon FIX 9,199 8.625%
3019221 2/1/95 11/24/04 750,000 681,960 548,355 Balloon FIX 6,628 8.750%
3019387 9/1/96 7/26/06 1,635,000 1,314,000 Fully Amortizing FIX 20,253 8.500%
3019429 5/1/95 4/1/10 500,000 438,297 38,825 Balloon FIX 5,605 10.750%
3019486 5/1/95 11/1/04 1,600,000 816,302 480,702 Balloon FIX 10,227 9.000%
3019619 1/1/95 11/23/01 640,000 601,461 574,607 Balloon FIX 5,262 8.750%
3019635 2/19/86 4/1/07 254,800 166,838 121,337 Balloon FIX 1,571 8.875%
3019650 7/30/94 6/30/01 1,400,000 1,272,265 1,181,639 Balloon FIX 12,851 9.000%
3019676 6/1/97 4/28/07 1,000,000 894,889 657,790 Balloon FIX 8,348 8.875%
3019783 10/1/96 9/1/03 320,000 309,303 284,018 Balloon FIX 2,480 8.000%
3019791 12/1/96 9/1/06 300,000 293,436 262,009 Balloon 6CD 2,107 7.500%
3019809 10/1/96 9/1/06 700,000 570,453 Fully Amortizing FIX 8,917 9.130%
3019825 10/1/96 9/1/06 700,000 685,544 624,113 Balloon FIX 5,507 8.750%
3019833 1/1/97 12/1/06 1,200,000 1,175,494 1,051,540 Balloon FIX 8,729 7.875%
3019841 10/1/96 9/1/03 582,000 546,434 466,234 Balloon 6CD 4,542 7.000%
3019965 10/1/96 9/1/11 308,000 278,119 Fully Amortizing FIX 3,078 8.750%
3019981 11/1/96 10/1/06 430,500 417,155 357,127 Balloon FIX 3,613 9.000%
3020013 11/1/96 10/1/06 816,000 799,736 727,536 Balloon FIX 6,419 8.750%
3020039 11/1/96 10/1/11 850,000 768,871 Fully Amortizing FIX 8,370 8.500%
3020047 11/1/96 10/1/06 600,000 491,134 351,293 Balloon FIX 4,720 8.750%
3020104 11/1/96 10/1/11 325,000 292,418 Fully Amortizing 6CD 2,982 7.250%
3020138 11/1/96 10/1/11 180,000 164,407 Fully Amortizing FIX 1,907 9.750%
3020153 11/1/96 10/1/03 200,000 128,734 Fully Amortizing FIX 3,398 10.750%
3020161 10/1/96 9/1/06 960,000 939,194 851,931 Balloon FIX 7,382 8.500%
3020203 11/1/96 10/1/06 770,000 747,928 673,779 Balloon FIX 6,058 8.750%
3020351 3/1/86 9/1/09 276,000 231,061 135,888 Balloon FIX 2,414 10.250%
3020369 5/1/86 10/1/09 383,000 91,696 Fully Amortizing FIX 3,390 10.250%
3020443 8/1/86 10/1/09 311,400 263,235 155,554 Balloon FIX 2,740 10.250%
3020450 11/1/86 1/1/10 304,171 267,493 161,642 Balloon FIX 2,750 10.250%
3020476 4/1/87 7/1/10 194,639 172,375 100,979 Balloon FIX 1,763 10.250%
3020484 8/1/87 7/1/11 356,000 317,489 174,112 Balloon FIX 3,215 10.250%
3020492 9/1/87 2/1/11 273,750 240,664 139,393 Balloon FIX 2,433 10.250%
3020534 11/1/96 10/1/06 125,000 122,912 113,193 Balloon FIX 1,065 9.650%
3020559 2/1/97 1/2/07 1,500,000 1,448,873 1,187,967 Balloon 6CD 10,661 7.025%
3020567 2/1/97 1/2/07 1,500,000 1,448,873 1,187,967 Balloon 6CD 10,661 7.025%
3020583 11/1/96 10/1/11 155,000 115,431 Fully Amortizing 6CD 1,511 8.250%
3020609 11/1/96 10/1/03 500,000 339,461 302,925 Balloon 6CD 2,718 7.500%
3020658 11/1/96 10/1/11 474,300 431,694 Fully Amortizing FIX 4,881 9.250%
3020682 11/1/96 10/1/11 575,000 525,187 Fully Amortizing FIX 6,091 9.750%
3020724 3/7/97 4/1/12 300,000 279,145 Fully Amortizing FIX 3,133 9.500%
3020757 1/1/97 11/1/06 214,761 177,580 Fully Amortizing FIX 2,721 9.000%
3020773 11/1/96 10/1/06 1,300,000 1,232,430 928,221 Balloon FIX 11,696 9.000%
3020781 12/1/96 10/1/06 220,000 215,843 194,898 Balloon 6CD 1,658 8.250%
3020815 11/1/96 10/1/03 500,000 483,187 443,696 Balloon FIX 3,956 8.250%
3020831 11/1/96 10/1/11 249,000 227,640 Fully Amortizing FIX 2,657 9.875%
3020849 12/1/96 10/1/06 450,000 441,765 403,626 Balloon FIX 3,621 9.000%
3020864 1/1/97 12/1/02 356,000 231,026 Fully Amortizing FIX 6,550 9.750%
3020880 12/1/96 11/1/06 262,500 131,807 Fully Amortizing FIX 2,316 9.625%
3020898 11/1/96 10/1/06 1,250,000 1,220,957 1,098,168 Balloon FIX 9,170 8.000%
3020906 11/15/96 10/15/06 200,000 182,293 99,008 Balloon FIX 2,029 9.000%
3020914 1/1/97 12/1/11 285,000 260,702 Fully Amortizing FIX 2,891 9.000%
3020930 11/1/96 10/1/06 300,000 187,974 Fully Amortizing FIX 3,224 10.000%
3020963 1/1/97 12/1/03 200,000 194,779 181,160 Balloon FIX 1,765 9.625%
3021003 12/1/96 11/1/06 385,000 376,488 337,657 Balloon 6CD 2,793 7.875%
3021037 12/1/96 11/1/06 750,000 735,588 668,693 Balloon FIX 5,900 8.750%
3021052 12/1/96 11/1/06 700,000 677,537 567,144 Balloon 6ML 5,364 7.875%
3021060 12/1/96 11/1/11 440,000 381,827 Fully Amortizing FIX 4,430 8.875%
3021128 1/1/97 12/1/12 300,000 275,651 Fully Amortizing FIX 3,155 9.625%
3021136 12/1/96 11/1/03 325,000 316,357 294,883 Balloon FIX 2,896 9.750%
3021169 12/1/96 11/1/03 147,000 145,153 140,376 Balloon FIX 1,386 10.875%
3021326 1/1/97 12/1/06 1,400,000 1,323,028 954,732 Balloon 6CD 11,208 7.375%
3021417 5/1/97 4/1/12 290,000 267,962 Fully Amortizing FIX 2,941 8.250%
3021425 1/1/97 12/1/11 700,000 629,689 Fully Amortizing FIX 6,791 8.250%
3021433 12/21/96 12/1/06 201,000 194,151 159,100 Balloon 6CD 1,426 7.000%
3021474 1/1/97 12/1/11 332,500 305,245 Fully Amortizing FIX 3,472 9.500%
3021516 2/1/97 1/1/12 1,500,000 1,369,587 Fully Amortizing FIX 14,552 8.250%
3021532 12/1/96 11/1/06 750,000 725,805 614,963 Balloon FIX 6,039 8.500%
3021540 1/1/97 12/1/06 1,130,000 1,069,662 779,106 Balloon FIX 9,299 7.750%
3021573 12/1/96 11/1/11 285,000 172,002 Fully Amortizing 6CD 2,105 8.250%
3021607 1/1/97 12/1/06 330,000 324,326 296,207 Balloon FIX 2,685 9.125%
3021656 12/1/96 11/1/06 310,000 304,859 280,033 Balloon FIX 2,607 9.500%
3021672 1/1/97 12/1/11 350,000 320,161 Fully Amortizing FIX 3,418 8.250%
3021698 5/1/97 4/1/12 465,000 217,442 Fully Amortizing 6CD 2,362 7.250%
3021748 12/1/96 11/1/11 1,550,000 1,410,080 Fully Amortizing FIX 15,491 8.750%
3021755 1/1/97 11/1/06 520,000 511,060 467,430 Balloon FIX 4,231 9.125%
3021896 1/1/97 12/1/06 658,000 645,824 586,666 Balloon FIX 5,176 8.750%
3021946 2/1/97 1/1/12 400,000 366,552 Fully Amortizing FIX 3,998 8.750%
3021979 1/1/97 12/1/03 245,000 232,469 201,061 Balloon FIX 2,126 8.500%
3021987 2/1/97 1/1/03 650,000 633,031 598,587 Balloon FIX 5,623 9.375%
3021995 2/1/97 12/1/11 1,480,000 1,350,076 Fully Amortizing FIX 14,251 8.125%
3022001 1/1/97 12/1/06 850,000 824,580 701,084 Balloon FIX 6,988 8.750%
3022068 1/1/97 12/1/11 650,000 591,826 Fully Amortizing FIX 6,353 8.375%
3022084 1/1/97 12/1/11 232,500 212,678 Fully Amortizing FIX 2,358 9.000%
3022126 1/1/97 12/1/06 400,000 381,250 282,718 Balloon 6CD 3,487 8.500%
3022209 2/1/97 1/1/07 950,000 928,309 816,940 Balloon 6CD 6,273 6.900%
3022217 10/1/97 9/1/04 200,000 192,926 161,362 Balloon 6CD 1,616 7.500%
3022274 1/1/97 12/1/06 475,000 335,632 271,544 Balloon 6CD 2,630 7.500%
3022290 2/1/97 1/1/07 115,000 94,398 63,731 Balloon FIX 1,031 10.250%
3022324 2/1/97 1/1/12 250,000 231,066 Fully Amortizing FIX 2,687 10.000%
3022332 1/1/97 12/1/11 420,000 382,368 Fully Amortizing 6CD 3,998 7.875%
3022365 2/1/97 1/1/04 245,000 237,536 217,879 Balloon FIX 1,952 8.375%
3022399 2/1/97 1/1/12 190,000 175,466 Fully Amortizing FIX 2,027 9.875%
3022449 1/5/97 11/5/06 195,000 185,307 138,214 Balloon FIX 1,723 8.750%
3022456 2/1/97 1/1/12 250,000 229,501 Fully Amortizing FIX 2,536 9.000%
3022472 2/1/97 1/1/12 908,000 833,547 Fully Amortizing FIX 9,210 9.000%
3022506 2/1/97 1/1/07 934,000 905,193 763,237 Balloon FIX 7,439 8.375%
3022514 3/1/97 2/1/07 1,012,500 724,809 641,368 Balloon 6CD 5,060 7.250%
3022548 2/1/97 1/1/07 700,000 686,918 621,201 Balloon FIX 5,382 8.500%
3022605 2/1/97 1/1/04 600,000 589,831 562,452 Balloon FIX 4,828 9.000%
3022613 1/1/97 12/1/06 140,250 116,739 Fully Amortizing FIX 1,767 8.875%
3022639 2/1/97 1/1/12 1,500,000 1,363,766 Fully Amortizing 6CD 13,647 7.125%
3022654 4/1/97 3/1/07 180,000 177,154 159,335 Balloon 6CD 1,355 8.250%
3022688 2/1/97 1/1/12 960,000 878,935 Fully Amortizing FIX 9,524 8.625%
3022696 2/1/97 1/1/07 740,000 726,503 658,249 Balloon FIX 5,756 8.625%
3022704 2/1/97 1/1/12 1,332,500 1,217,900 Fully Amortizing FIX 13,219 8.625%
3022779 2/1/97 1/1/07 1,018,000 999,879 907,638 Balloon FIX 8,009 8.750%
3022845 2/1/97 1/1/07 87,500 72,752 28,368 Balloon FIX 887 9.000%
3022860 2/1/97 1/1/04 250,000 60,307 Fully Amortizing FIX 2,517 8.875%
3022977 2/1/97 1/1/07 200,000 169,002 Fully Amortizing FIX 2,615 9.750%
3023058 2/1/97 1/1/07 400,000 392,525 354,972 Balloon FIX 3,076 8.500%
3023066 2/1/97 1/1/07 600,000 590,321 539,725 Balloon FIX 4,936 9.250%
3023090 3/1/97 2/1/12 1,135,000 988,747 Fully Amortizing FIX 9,991 7.380%
3023132 4/1/97 3/1/07 252,000 247,556 220,805 Balloon 6CD 1,810 7.750%
3024585 3/1/97 2/1/04 630,000 578,387 434,187 Balloon FIX 6,204 8.500%
3024627 3/1/97 2/1/12 550,000 533,362 345,448 Balloon 6CD 4,078 7.500%
3024684 3/1/97 2/1/12 227,477 210,258 Fully Amortizing FIX 2,375 9.500%
3024692 3/1/97 2/1/07 370,000 360,164 306,938 Balloon FIX 3,105 9.000%
3024700 1/1/97 12/31/01 170,000 66,824 24,317 Balloon FIX 1,724 9.000%
3024718 3/1/97 2/1/07 440,000 414,066 363,573 Balloon 6CD 2,914 7.250%
3024734 4/1/97 3/1/07 675,000 664,459 604,548 Balloon FIX 5,431 9.000%
3024775 6/1/97 4/1/02 160,000 156,889 152,618 Balloon FIX 1,287 9.000%
3024817 2/1/97 1/1/12 178,500 164,981 Fully Amortizing FIX 1,918 10.000%
3024833 3/1/97 2/1/12 256,000 236,232 Fully Amortizing FIX 2,635 9.250%
3024858 2/20/97 1/20/07 350,000 323,010 254,558 Balloon FIX 2,818 8.500%
3024874 2/1/97 1/1/07 800,000 777,234 660,917 Balloon FIX 6,615 8.820%
3024882 3/1/97 2/1/12 350,000 322,433 Fully Amortizing FIX 3,550 9.000%
3024908 3/1/97 2/1/12 400,000 367,867 Fully Amortizing FIX 3,998 8.750%
3024924 3/1/97 2/1/12 900,000 824,460 Fully Amortizing 6CD 8,385 7.500%
3024957 3/1/97 2/1/07 866,250 851,796 774,102 Balloon FIX 6,892 8.875%
3024999 3/1/97 2/1/12 315,000 288,505 Fully Amortizing 6CD 2,934 7.500%
3025020 4/1/97 3/1/07 200,000 196,641 177,202 Balloon FIX 1,521 8.370%
3025350 3/1/97 2/1/07 570,000 558,396 491,841 Balloon 6CD 3,806 7.000%
3025376 4/1/97 3/1/07 200,000 193,280 171,642 Balloon 6CD 1,380 7.500%
3025400 3/1/97 2/1/02 142,000 140,200 137,457 Balloon FIX 1,272 10.250%
3025426 4/1/97 3/1/07 1,400,000 1,364,298 1,161,387 Balloon FIX 11,749 9.000%
3025434 4/1/97 3/1/07 150,000 144,120 109,333 Balloon FIX 1,423 9.750%
3025442 3/1/97 2/1/12 500,000 461,006 Fully Amortizing FIX 5,109 9.125%
3025491 4/1/97 3/1/04 364,000 358,173 340,730 Balloon FIX 2,896 8.875%
3025525 5/1/97 4/1/12 1,550,000 1,435,568 Fully Amortizing FIX 15,491 8.750%
3025566 3/1/97 2/1/07 1,330,000 1,287,907 1,073,759 Balloon FIX 10,155 7.875%
3025574 3/1/97 2/1/12 100,000 92,086 Fully Amortizing 6CD 975 8.250%
3025673 4/1/97 3/1/12 337,000 281,037 Fully Amortizing 6CD 2,952 7.875%
3025715 4/1/97 3/1/12 195,000 181,266 Fully Amortizing FIX 2,081 9.875%
3025723 3/1/97 2/1/12 228,000 209,037 Fully Amortizing 6ML 2,140 7.625%
3025780 4/1/97 3/1/02 135,394 127,490 114,021 Balloon FIX 1,647 12.250%
3025806 4/1/97 3/1/07 1,500,000 1,455,750 1,205,756 Balloon 6ML 11,230 7.625%
3025814 4/1/97 3/1/07 722,000 710,155 643,727 Balloon FIX 5,680 8.750%
3025830 8/1/97 7/1/07 306,000 297,313 235,912 Balloon FIX 2,691 9.125%
3025855 5/1/97 4/1/07 900,000 874,350 721,274 Balloon 6ML 6,666 7.500%
3025905 4/1/97 3/1/07 800,000 768,515 593,110 Balloon FIX 6,272 7.625%
3025954 5/1/97 4/1/04 304,000 296,279 271,918 Balloon FIX 2,499 8.750%
3025962 4/1/97 3/1/04 425,000 384,985 326,228 Balloon 6CD 3,267 7.500%
3025970 5/1/97 4/1/12 170,000 158,301 Fully Amortizing FIX 1,788 9.625%
3025996 4/1/97 3/1/12 700,000 644,977 Fully Amortizing FIX 6,893 8.500%
3026093 4/1/97 3/1/12 825,000 762,046 Fully Amortizing FIX 8,306 8.875%
3026101 4/1/97 3/1/04 312,000 306,759 289,535 Balloon 6CD 2,294 8.000%
3026150 5/1/97 4/1/12 188,000 175,450 Fully Amortizing FIX 2,020 10.000%
3026234 5/1/97 4/1/07 550,000 541,567 491,492 Balloon FIX 4,376 8.875%
3026242 4/1/97 3/1/07 660,000 639,107 539,372 Balloon FIX 5,539 9.000%
3026291 5/1/97 4/1/07 765,000 743,178 611,398 Balloon 3ML 5,607 7.375%
3026309 5/1/97 4/1/07 650,000 631,458 519,489 Balloon 3ML 4,764 7.375%
3026317 4/1/97 3/1/12 675,000 624,001 Fully Amortizing FIX 6,846 9.000%
3026325 5/1/97 4/1/07 775,000 755,318 639,224 Balloon FIX 6,372 8.750%
3026424 5/1/97 4/1/04 467,000 455,140 417,717 Balloon FIX 3,839 8.750%
3026432 5/1/97 4/1/07 700,000 681,503 568,179 Balloon FIX 5,414 8.000%
3026499 5/1/97 4/1/07 487,500 480,208 436,619 Balloon FIX 3,923 9.000%
3026549 5/1/97 4/1/12 595,000 552,369 Fully Amortizing FIX 6,079 9.125%
3026564 5/1/97 4/1/12 1,000,000 927,746 Fully Amortizing FIX 10,155 9.020%
3026572 11/1/96 9/6/07 1,275,000 1,159,576 966,427 Balloon FIX 9,802 8.760%
3026598 5/1/97 4/1/12 125,000 116,991 Fully Amortizing FIX 1,382 10.500%
3026606 5/1/97 4/1/07 250,000 213,545 Fully Amortizing 6CD 3,015 7.750%
3026622 5/1/97 4/1/07 1,100,000 1,082,713 980,750 Balloon FIX 8,654 8.750%
3026630 5/1/97 4/1/12 1,900,000 1,144,042 Fully Amortizing FIX 18,990 8.750%
3026648 4/1/97 3/1/04 210,000 200,229 170,297 Balloon 3ML 1,729 7.750%
3026721 5/1/97 4/1/04 105,000 103,840 99,941 Balloon FIX 960 10.500%
3026747 5/1/97 4/1/07 370,000 317,942 Fully Amortizing FIX 4,712 9.125%
3026754 5/1/97 4/1/07 400,000 392,861 348,572 Balloon 6CD 2,803 7.500%
3026804 5/1/97 4/1/12 580,000 288,651 Fully Amortizing 6CD 3,205 7.250%
3026853 5/1/97 4/1/07 858,150 843,986 761,547 Balloon FIX 6,598 8.500%
3026911 6/1/97 5/1/12 485,000 452,104 Fully Amortizing FIX 4,992 9.250%
3026937 5/1/97 4/1/04 221,250 216,543 201,082 Balloon FIX 1,991 9.875%
3026960 5/1/97 4/1/12 266,000 247,694 Fully Amortizing FIX 2,798 9.625%
3026986 6/1/97 5/1/12 410,000 379,792 Fully Amortizing FIX 3,928 8.020%
3027000 6/1/97 5/1/07 800,000 781,676 665,525 Balloon FIX 6,782 9.125%
3027018 5/1/97 4/1/02 277,500 257,816 224,196 Balloon FIX 2,856 9.250%
3027075 5/1/97 4/1/07 980,000 952,045 783,229 Balloon 3ML 7,183 7.375%
3027083 5/1/97 4/1/12 278,000 259,061 Fully Amortizing FIX 2,945 9.750%
3027109 5/1/97 4/1/12 425,000 395,455 Fully Amortizing FIX 4,438 9.500%
3027117 5/1/97 4/1/02 500,000 334,954 Fully Amortizing 6CD 10,785 8.150%
3027133 6/1/97 5/1/12 104,000 90,656 Fully Amortizing 6CD 1,019 8.750%
3027166 5/1/97 4/1/12 1,000,000 926,905 Fully Amortizing FIX 10,068 8.875%
3027182 5/1/97 4/1/07 245,000 239,358 204,947 Balloon FIX 2,119 9.375%
3027190 6/1/97 5/1/12 111,000 103,917 Fully Amortizing FIX 1,193 10.000%
3027224 5/1/97 4/1/04 526,000 403,155 Fully Amortizing FIX 8,430 8.875%
3027257 7/1/97 6/1/12 318,750 295,958 Fully Amortizing 6CD 2,964 7.500%
3027364 5/1/97 4/1/04 493,000 480,958 442,620 Balloon FIX 4,137 9.000%
3027588 3/1/86 1/1/04 1,950,000 626,678 Fully Amortizing FIX 13,324 8.060%
3028010 1/1/97 12/1/11 1,100,000 998,415 Fully Amortizing FIX 10,913 8.625%
3028115 5/1/97 4/1/07 500,000 492,883 449,766 Balloon FIX 4,113 9.250%
3028149 5/1/97 4/1/12 418,000 388,941 Fully Amortizing FIX 4,365 9.500%
3028198 6/1/97 5/1/07 350,000 345,470 316,169 Balloon FIX 2,943 9.500%
3028214 5/1/97 4/1/07 180,000 177,682 163,261 Balloon FIX 1,546 9.750%
3028222 6/1/97 5/1/07 417,900 400,777 294,228 Balloon 6CD 3,629 8.500%
3028255 6/1/97 5/1/12 250,000 233,718 Fully Amortizing FIX 2,648 9.750%
3028271 6/1/97 5/1/12 725,000 674,825 Fully Amortizing FIX 7,353 9.000%
3028297 6/1/97 5/1/07 250,000 244,539 209,358 Balloon FIX 2,171 9.425%
3028354 5/1/97 4/1/07 318,750 314,325 287,338 Balloon FIX 2,651 9.375%
3028388 7/1/97 6/1/12 310,000 290,910 Fully Amortizing FIX 3,305 9.863%
3028602 6/1/97 5/1/07 925,000 909,673 818,644 Balloon FIX 7,031 8.380%
3028636 6/1/97 5/1/07 404,000 344,333 277,489 Balloon FIX 2,802 8.000%
3028644 6/1/97 5/1/02 300,000 293,262 280,919 Balloon FIX 2,569 9.250%
3028685 6/1/97 5/1/12 450,000 416,432 Fully Amortizing 6CD 4,273 7.875%
3028750 12/1/95 12/1/02 373,983 219,358 Fully Amortizing FIX 6,112 9.500%
3028792 8/1/96 7/1/06 195,000 184,302 141,260 Balloon FIX 1,818 9.500%
3028800 10/1/90 11/30/05 405,000 387,184 336,388 Balloon FIX 3,583 9.500%
3028818 11/1/96 10/1/06 112,500 102,452 56,525 Balloon FIX 1,167 9.390%
3028834 7/1/96 6/1/06 243,000 229,614 177,108 Balloon FIX 2,306 9.750%
3028859 3/1/96 1/22/03 170,000 149,292 118,029 Balloon FIX 1,724 9.000%
3028891 6/1/96 5/1/03 204,000 191,863 170,011 Balloon FIX 1,868 9.250%
3028966 3/1/96 4/1/06 110,000 96,790 52,866 Balloon FIX 1,083 8.500%
3029022 1/15/95 9/30/04 94,000 84,191 66,767 Balloon FIX 853 9.125%
3029139 6/30/96 6/1/06 394,180 350,901 192,201 Balloon FIX 3,935 8.750%
3029220 2/1/97 1/2/04 311,113 285,551 216,841 Balloon FIX 3,156 9.000%
3029238 9/1/90 1/2/05 100,000 86,978 55,843 Balloon FIX 1,067 9.875%
3029329 7/1/97 6/1/07 720,000 622,024 Fully Amortizing 6CD 8,532 7.375%
3029337 6/1/97 5/1/07 1,365,000 1,183,064 Fully Amortizing FIX 17,532 9.325%
3029345 8/1/97 7/1/07 1,475,000 1,437,287 1,190,585 Balloon FIX 11,259 7.875%
3029360 6/1/97 5/1/07 245,000 241,080 216,496 Balloon 6CD 1,842 8.250%
3029410 6/1/97 5/1/12 75,000 70,993 Fully Amortizing FIX 906 12.125%
3029436 7/1/97 6/1/07 350,000 328,246 177,785 Balloon FIX 3,708 9.750%
3029444 6/1/97 5/1/07 135,000 117,069 49,214 Balloon FIX 1,389 9.250%
3029493 6/1/97 5/1/07 825,000 810,102 719,757 Balloon 6CD 5,843 7.625%
3029501 8/1/97 7/1/12 960,000 899,564 Fully Amortizing FIX 9,737 9.000%
3029519 7/1/97 5/1/07 1,462,500 1,436,430 1,280,195 Balloon 3ML 10,473 7.750%
3029527 7/1/97 2/1/07 1,462,500 1,436,430 1,286,727 Balloon 3ML 10,473 7.750%
3029600 7/1/97 6/1/07 1,200,500 1,172,018 989,635 Balloon FIX 9,864 8.750%
3029626 6/1/97 5/1/07 396,000 390,611 356,219 Balloon FIX 3,258 9.250%
3029733 6/1/97 5/1/12 145,000 135,112 Fully Amortizing 6CD 1,472 9.000%
3029865 7/1/97 6/1/12 445,000 415,895 Fully Amortizing FIX 4,547 9.125%
3029881 6/1/97 5/1/07 140,000 137,923 124,846 Balloon 6CD 1,102 8.750%
3029899 6/1/97 5/1/07 220,500 217,065 195,720 Balloon 6CD 1,696 8.500%
3029915 7/1/97 6/1/07 300,000 262,819 Fully Amortizing FIX 3,944 9.875%
3029931 7/1/97 6/1/12 275,000 257,375 Fully Amortizing FIX 2,851 9.375%
3030004 7/1/97 6/1/12 796,500 738,298 Fully Amortizing 6CD 7,283 7.225%
3030012 7/1/97 6/1/07 1,200,000 1,178,592 1,054,084 Balloon FIX 8,841 8.060%
3030020 7/1/97 6/1/07 341,250 329,210 247,048 Balloon FIX 3,181 9.500%
3030046 10/1/97 9/1/12 450,000 421,480 Fully Amortizing 6CD 4,238 7.750%
3030053 7/1/97 6/1/12 348,000 324,088 Fully Amortizing 6CD 3,336 8.000%
3030079 7/1/97 6/1/12 907,000 847,075 Fully Amortizing FIX 9,199 9.000%
3030095 7/1/97 6/1/07 249,000 245,926 226,005 Balloon FIX 2,156 9.855%
3030103 9/1/97 8/1/07 637,000 623,612 525,399 Balloon FIX 5,237 8.750%
3030129 8/1/97 7/1/07 550,000 543,361 495,799 Balloon FIX 4,575 9.375%
3030145 7/1/97 6/1/07 270,000 264,437 226,474 Balloon FIX 2,359 9.500%
3030467 7/1/97 6/1/04 451,000 430,774 357,332 Balloon FIX 4,330 9.375%
3030517 7/1/97 6/1/07 1,350,000 1,317,450 1,106,931 Balloon FIX 10,871 8.500%
3030608 8/1/97 7/1/07 105,000 101,872 78,054 Balloon FIX 1,048 10.500%
3030624 8/1/97 7/1/04 250,000 246,747 234,355 Balloon FIX 2,012 9.000%
3030699 8/1/97 7/1/12 250,000 234,891 Fully Amortizing FIX 2,611 9.500%
3030715 8/1/97 7/1/04 250,000 240,758 206,895 Balloon FIX 2,255 9.060%
3030749 10/1/97 9/1/07 440,000 391,135 Fully Amortizing FIX 5,574 9.000%
3030863 9/10/97 8/10/07 786,106 696,494 Fully Amortizing 6CD 9,476 7.750%
3030871 8/1/97 7/1/07 225,000 220,386 185,423 Balloon 6CD 1,835 8.625%
3030897 7/1/97 6/1/07 235,000 205,350 Fully Amortizing FIX 3,041 9.500%
3031028 8/1/97 7/1/12 614,000 572,762 Fully Amortizing 6CD 5,755 7.625%
3031036 8/1/97 7/1/12 535,000 501,319 Fully Amortizing FIX 5,426 9.000%
3031044 8/1/97 7/1/12 800,000 750,652 Fully Amortizing FIX 8,234 9.250%
3031051 8/1/97 7/1/07 315,000 310,309 275,853 Balloon 6CD 2,261 7.750%
3031093 8/1/97 7/1/07 425,000 374,222 Fully Amortizing FIX 5,529 9.625%
3031127 8/1/97 7/1/07 650,000 537,418 329,471 Balloon FIX 5,736 9.625%
3031135 11/1/97 10/1/07 540,000 529,605 444,090 Balloon FIX 4,394 8.625%
3031226 8/1/97 7/1/12 1,290,000 1,206,857 Fully Amortizing FIX 12,862 8.710%
3031234 9/1/97 8/1/12 337,500 315,924 Fully Amortizing 6CD 3,163 7.625%
3031259 8/1/97 7/1/12 265,000 247,379 Fully Amortizing 6CD 2,503 7.750%
3031317 9/1/97 8/1/12 150,000 141,382 Fully Amortizing FIX 1,566 9.500%
3031358 8/1/97 7/1/12 960,000 898,947 Fully Amortizing FIX 9,666 8.875%
3031374 8/1/97 7/1/07 400,000 394,043 350,289 Balloon 6CD 2,871 7.750%
3031382 8/1/97 7/1/04 400,000 392,148 361,696 Balloon FIX 3,495 9.500%
3031523 9/1/97 8/1/07 443,250 428,438 317,560 Balloon FIX 4,024 9.125%
3031820 9/1/97 8/1/07 290,000 283,377 238,116 Balloon FIX 2,384 8.750%
3031960 10/1/97 9/1/07 734,000 709,734 520,661 Balloon FIX 6,500 8.780%
3032018 4/1/98 3/1/08 474,000 467,131 387,489 Balloon FIX 3,777 8.375%
3032026 6/1/98 5/1/05 406,350 401,237 360,649 Balloon FIX 3,204 8.250%
3032083 4/1/98 3/1/08 1,300,000 1,267,244 897,645 Balloon FIX 10,773 7.875%
3032174 3/1/98 2/1/08 1,466,000 1,439,991 1,159,832 Balloon 6ML 10,429 7.057%
3032182 11/1/97 10/1/07 370,000 327,703 Fully Amortizing FIX 4,406 7.625%
3032208 2/1/98 1/1/08 1,379,000 1,354,144 1,100,584 Balloon 6ML 10,094 7.375%
3032273 11/1/98 10/1/08 475,000 471,573 387,124 Balloon FIX 3,745 8.250%
3032356 9/1/98 8/1/13 1,012,500 986,307 Fully Amortizing FIX 9,896 8.375%
3032372 12/1/97 11/1/07 427,000 419,087 350,119 Balloon FIX 3,438 8.500%
3032398 1/1/98 12/1/07 1,058,000 1,025,780 733,352 Balloon FIX 8,850 8.000%
3032521 11/1/97 10/1/07 410,000 386,171 196,582 Balloon FIX 3,947 8.125%
3032547 2/1/98 10/1/02 1,375,000 1,351,329 1,274,060 Balloon 6ML 10,289 7.625%
3032729 11/1/97 4/1/07 650,000 610,157 315,324 Balloon FIX 6,428 8.230%
3032836 4/1/98 3/1/08 725,000 713,558 576,694 Balloon 6CD 5,248 7.250%
3032851 4/1/98 3/1/05 501,000 487,782 398,584 Balloon 6CD 3,862 6.900%
3033388 8/1/97 7/1/12 508,000 472,497 Fully Amortizing 6CD 4,618 7.125%
3033396 9/1/97 8/1/07 890,500 867,811 700,545 Balloon 6CD 6,199 6.800%
3033404 10/1/97 9/1/02 571,000 557,723 523,226 Balloon 6CD 4,383 7.750%
3033438 1/1/98 12/1/12 1,155,000 1,096,630 Fully Amortizing FIX 11,286 8.375%
3033446 8/1/97 7/1/07 825,000 743,716 593,893 Balloon 6CD 5,705 7.375%
3033495 8/1/97 7/1/04 266,067 260,480 239,340 Balloon FIX 2,255 8.990%
3033560 8/1/97 7/1/07 685,000 625,880 509,983 Balloon FIX 5,450 8.875%
3033636 8/1/97 7/1/12 640,000 595,438 Fully Amortizing FIX 5,925 7.450%
3033669 8/15/97 7/15/04 863,000 841,245 751,166 Balloon 6CD 6,101 6.975%
3033677 8/1/97 7/1/12 645,000 601,246 Fully Amortizing 6CD 6,000 7.500%
3033685 9/1/97 8/1/07 1,500,000 1,477,373 1,319,101 Balloon FIX 11,052 8.045%
3033693 11/1/97 10/1/12 1,200,000 1,129,560 Fully Amortizing 6ML 11,070 7.375%
3033719 9/1/97 8/1/12 760,000 713,772 Fully Amortizing FIX 7,649 8.875%
3033735 8/1/97 7/1/12 1,060,000 993,268 Fully Amortizing FIX 10,751 9.000%
3033826 8/1/97 7/1/07 630,000 551,518 Fully Amortizing FIX 7,896 8.750%
3033859 9/1/97 8/1/04 350,000 342,254 308,850 Balloon 6CD 2,650 7.750%
3033933 9/1/97 8/1/07 245,000 242,117 220,388 Balloon FIX 2,016 9.250%
3033958 9/1/97 8/1/12 660,000 618,173 Fully Amortizing 6CD 6,188 7.625%
3033966 8/1/97 7/1/12 500,000 468,841 Fully Amortizing FIX 5,109 9.125%
3034014 11/1/97 10/1/07 345,000 307,854 Fully Amortizing 6CD 4,179 7.875%
3034022 8/1/97 7/1/12 503,000 470,712 16,391 Balloon FIX 4,955 8.500%
3034162 10/1/97 9/1/07 547,500 536,795 452,889 Balloon FIX 4,548 8.875%
3034188 8/1/97 7/1/07 440,000 386,455 Fully Amortizing FIX 5,635 9.125%
3034196 9/1/97 8/1/04 157,500 154,733 143,143 Balloon FIX 1,417 9.875%
3034238 9/1/97 8/1/07 1,150,000 1,124,162 939,934 Balloon FIX 9,162 8.375%
3034287 11/1/97 10/1/07 975,000 954,189 780,837 Balloon 6ML 7,217 7.500%
3034311 10/1/97 9/1/07 354,000 349,947 317,750 Balloon FIX 2,880 9.125%
3034329 9/1/97 8/1/12 645,000 283,461 Fully Amortizing 6CD 2,740 7.000%
3034337 9/1/97 8/1/07 180,000 177,806 159,648 Balloon 6CD 1,371 8.375%
3034386 10/1/97 9/1/12 1,150,000 1,083,226 Fully Amortizing FIX 11,480 8.730%
3034394 10/1/97 9/1/04 400,000 272,944 169,590 Balloon FIX 3,289 8.750%
3034428 10/1/97 9/1/07 1,250,000 1,219,330 990,627 Balloon FIX 8,948 7.130%
3034436 10/1/97 9/1/12 480,000 452,739 Fully Amortizing FIX 4,868 9.000%
3034444 10/1/97 9/1/07 1,000,000 977,823 803,489 Balloon 6ML 7,483 7.625%
3034469 9/1/97 8/1/07 600,000 590,812 519,928 Balloon 6CD 4,102 7.250%
3034477 10/1/97 9/1/04 443,000 416,080 299,101 Balloon 6CD 4,121 7.500%
3034485 9/1/97 8/1/07 1,025,000 1,009,924 902,973 Balloon FIX 7,611 8.125%
3034493 9/1/97 8/1/07 198,750 192,587 144,867 Balloon FIX 1,885 9.750%
3034501 10/1/97 9/1/12 425,000 400,363 Fully Amortizing FIX 4,248 8.750%
3034519 9/1/97 8/1/07 230,000 227,426 207,768 Balloon FIX 1,934 9.500%
3034527 10/1/97 9/1/07 288,000 256,401 Fully Amortizing FIX 3,687 9.250%
3034534 9/1/97 8/1/04 208,000 177,424 116,306 Balloon FIX 2,172 9.500%
3034543 10/1/97 9/1/12 500,000 471,603 Fully Amortizing FIX 5,071 9.000%
3034576 9/1/97 8/1/04 1,500,000 1,408,208 1,039,355 Balloon FIX 14,974 8.730%
3034592 10/1/97 9/1/12 1,537,500 1,445,144 Fully Amortizing FIX 15,023 8.375%
3034626 9/1/97 8/1/07 310,000 303,485 255,689 Balloon FIX 2,549 8.750%
3034642 9/1/97 8/1/07 230,000 207,562 171,501 Balloon 6ML 1,624 7.750%
3034790 10/10/97 3/10/06 1,200,000 1,067,965 255,005 Balloon 6CD 14,210 7.250%
3034808 9/1/97 8/1/07 381,000 375,443 331,960 Balloon 6CD 2,669 7.500%
3034816 10/1/97 9/1/12 682,500 642,120 Fully Amortizing FIX 6,721 8.500%
3034824 11/1/97 10/1/04 525,000 508,510 432,828 Balloon FIX 4,636 8.740%
3034857 9/1/97 8/1/12 270,000 252,716 Fully Amortizing 6CD 2,512 7.500%
3034865 10/1/97 9/1/12 325,000 306,918 Fully Amortizing FIX 3,345 9.250%
3034881 4/1/97 3/1/04 950,000 924,805 847,744 Balloon FIX 7,630 8.470%
3034923 10/1/97 8/1/04 650,000 636,519 580,303 Balloon FIX 5,234 8.500%
3034949 10/1/97 9/1/04 360,000 351,461 313,491 Balloon 6CD 2,551 7.000%
3034964 3/1/98 2/1/08 300,000 274,858 Fully Amortizing FIX 3,720 8.500%
3035011 10/1/97 9/1/07 550,000 543,213 490,375 Balloon FIX 4,327 8.750%
3035094 10/1/97 9/1/07 500,000 493,737 445,177 Balloon FIX 3,907 8.675%
3035110 11/1/97 10/1/12 157,500 149,547 Fully Amortizing FIX 1,669 9.750%
3035136 10/1/97 9/1/12 850,000 580,114 Fully Amortizing 6ML 5,706 7.375%
3035144 10/1/97 9/1/12 597,800 560,251 Fully Amortizing 6CD 5,434 7.125%
3035151 11/1/97 10/1/12 1,000,000 942,259 Fully Amortizing FIX 9,629 8.125%
3035169 12/10/97 11/10/02 1,550,000 1,432,727 1,075,606 Balloon FIX 16,284 7.375%
3035201 11/1/97 10/1/12 370,000 349,073 Fully Amortizing 6CD 3,494 7.750%
3035219 11/1/97 10/1/12 415,000 391,528 Fully Amortizing 6CD 3,919 7.750%
3035243 3/15/98 2/15/08 377,000 369,885 302,704 Balloon FIX 2,910 8.000%
3035268 10/1/97 9/1/07 371,250 367,209 334,664 Balloon FIX 3,088 9.375%
3035284 9/1/97 8/1/07 1,200,000 1,151,738 830,580 Balloon FIX 10,037 8.030%
3035292 1/1/98 12/1/12 442,500 421,819 Fully Amortizing FIX 4,554 9.250%
3035474 10/1/97 9/1/07 1,000,000 987,033 887,430 Balloon FIX 7,689 8.500%
3035482 10/1/97 9/1/07 200,000 195,108 176,420 Balloon FIX 1,569 8.855%
3035508 11/1/97 10/1/07 1,275,000 1,248,971 1,039,124 Balloon FIX 10,053 8.250%
3035599 11/1/97 10/1/07 255,000 251,463 220,899 Balloon 6CD 1,743 7.250%
3035722 10/1/97 9/1/04 490,000 473,758 404,049 Balloon FIX 4,330 8.750%
3035789 10/1/97 9/1/12 400,000 377,745 Fully Amortizing FIX 4,117 9.250%
3035896 11/1/97 10/1/07 480,000 427,677 Fully Amortizing FIX 5,887 8.250%
3035904 8/1/86 7/1/06 540,789 467,486 244,771 Balloon 6CD 4,890 7.420%
3035913 11/1/97 10/1/12 340,000 321,536 Fully Amortizing FIX 3,423 8.875%
3035979 10/12/96 9/12/06 1,975,000 1,244,512 Fully Amortizing FIX 21,445 9.250%
3036019 2/1/87 2/1/04 740,707 706,916 600,604 Balloon 6CD 5,858 7.225%
3036043 10/1/97 9/1/04 1,100,000 1,058,609 946,901 Balloon FIX 8,490 8.000%
3036068 6/1/87 2/1/06 1,080,000 560,139 Fully Amortizing FIX 9,050 7.875%
3036134 2/1/88 9/1/05 830,000 505,898 390,662 Balloon FIX 4,938 8.970%
3036522 5/1/91 4/1/01 1,285,000 1,217,791 1,180,073 Balloon FIX 10,230 8.500%
3036662 11/1/97 10/1/12 335,000 316,994 Fully Amortizing FIX 3,398 9.000%
3036704 11/1/77 10/1/02 640,000 206,266 16,810 Balloon FIX 5,703 9.750%
3036795 11/1/97 10/1/07 650,000 636,476 520,844 Balloon 6CD 4,814 7.500%
3036803 10/1/97 9/1/12 1,145,000 1,078,624 Fully Amortizing FIX 11,444 8.750%
3036811 10/1/97 9/1/12 1,070,000 1,007,972 Fully Amortizing FIX 10,694 8.750%
3036837 8/1/78 7/1/03 185,000 66,231 Fully Amortizing FIX 1,650 9.750%
3036902 4/1/80 3/1/05 300,000 157,647 Fully Amortizing FIX 3,160 12.000%
3037058 11/10/97 10/10/07 350,000 345,358 302,798 Balloon 6CD 2,394 7.250%
3037074 11/10/97 10/10/07 626,000 617,298 538,530 Balloon 6CD 4,176 7.000%
3037165 11/1/97 10/1/12 345,000 327,024 Fully Amortizing FIX 3,577 9.375%
3037306 2/1/78 12/1/05 1,150,000 1,424,539 1,215,631 Balloon FIX 11,827 8.250%
3037470 3/1/76 2/1/03 303,000 97,435 Fully Amortizing FIX 2,601 9.500%
3037546 10/1/76 9/1/01 420,000 95,824 Fully Amortizing FIX 3,966 10.500%
3037587 10/1/77 9/1/07 94,000 54,857 Fully Amortizing FIX 826 10.500%
3037603 11/1/77 10/1/06 100,000 57,273 Fully Amortizing FIX 955 11.250%
3037645 12/1/78 11/1/03 360,000 122,671 Fully Amortizing FIX 3,111 9.750%
3037652 7/1/78 6/1/03 221,000 76,603 Fully Amortizing FIX 1,989 9.875%
3037892 11/1/97 10/1/07 890,000 871,831 725,348 Balloon FIX 7,017 8.250%
3038007 11/1/97 10/1/12 960,000 907,328 Fully Amortizing FIX 9,595 8.750%
3038205 11/1/97 10/1/12 675,000 637,583 Fully Amortizing FIX 6,697 8.625%
3038213 11/1/97 10/1/07 232,500 230,165 210,024 Balloon FIX 1,955 9.500%
3038221 11/1/97 10/1/07 1,400,000 1,365,739 1,128,506 Balloon FIX 10,662 7.770%
3038239 11/1/97 10/1/07 397,500 392,972 355,215 Balloon FIX 3,163 8.875%
3038296 12/10/97 11/10/04 475,000 467,349 426,460 Balloon FIX 3,986 9.000%
3038304 11/1/97 10/1/04 215,000 210,944 190,816 Balloon 6CD 1,681 8.125%
3038338 11/1/97 10/1/12 100,000 95,390 Fully Amortizing FIX 1,126 10.825%
3038379 12/1/97 11/1/12 307,000 291,907 Fully Amortizing FIX 3,183 9.375%
3038387 12/1/97 11/1/07 225,000 203,228 Fully Amortizing FIX 2,911 9.500%
3038486 11/1/97 10/1/04 750,000 734,089 657,368 Balloon 6CD 5,494 7.375%
3038510 12/1/97 11/1/12 425,000 402,991 Fully Amortizing FIX 4,248 8.750%
3038569 1/1/98 12/1/12 1,160,000 1,101,813 Fully Amortizing FIX 11,355 8.400%
3038577 11/1/97 10/1/04 667,500 654,651 595,922 Balloon FIX 5,431 8.625%
3038668 11/1/97 10/1/07 340,000 333,832 282,051 Balloon FIX 2,853 9.000%
3038692 11/1/97 10/1/07 750,000 740,564 663,976 Balloon FIX 5,701 8.375%
3038775 1/1/98 12/1/07 1,500,000 1,470,682 1,195,526 Balloon 6ML 10,932 7.328%
3038833 11/1/97 10/1/04 185,000 181,645 164,837 Balloon 6CD 1,477 8.375%
3038841 12/1/97 11/1/12 1,060,000 1,005,106 Fully Amortizing FIX 10,594 8.750%
3038932 11/5/97 10/5/12 240,000 228,421 Fully Amortizing FIX 2,521 9.600%
3039047 11/1/97 10/1/12 460,000 433,448 Fully Amortizing 6CD 4,278 7.500%
3039054 12/1/97 11/1/07 450,000 405,089 Fully Amortizing FIX 5,670 8.875%
3039062 11/1/97 10/1/12 550,000 519,512 Fully Amortizing FIX 5,456 8.625%
3039120 7/1/98 6/1/08 800,000 785,235 560,826 Balloon FIX 6,879 8.375%
3039187 12/1/97 11/1/07 973,000 956,007 804,860 Balloon FIX 8,082 8.875%
3039211 1/1/98 12/1/07 700,000 692,919 625,537 Balloon FIX 5,570 8.875%
3039229 11/1/97 10/1/07 230,000 227,445 205,994 Balloon FIX 1,851 9.000%
3039260 11/1/97 10/1/07 393,750 389,035 350,250 Balloon FIX 3,063 8.625%
3039294 11/1/97 10/1/04 500,000 483,360 408,331 Balloon FIX 4,260 8.250%
3039302 12/1/97 11/1/12 1,250,000 1,184,596 Fully Amortizing FIX 12,401 8.625%
3039922 12/1/97 11/1/04 285,000 280,405 257,259 Balloon FIX 2,465 9.375%
3040036 7/1/98 6/1/03 325,000 275,239 Fully Amortizing FIX 6,668 8.500%
3040094 12/1/97 11/1/07 950,000 932,395 778,952 Balloon FIX 7,650 8.500%
3040144 12/1/97 11/1/07 557,070 540,575 394,849 Balloon FIX 4,923 8.750%
3040177 12/1/97 11/1/07 258,750 255,598 228,014 Balloon 6CD 1,922 8.125%
3040185 1/1/98 12/1/12 249,000 236,992 Fully Amortizing FIX 2,507 8.875%
3040201 12/1/97 11/1/12 380,000 361,512 Fully Amortizing FIX 3,968 9.500%
3040219 1/1/98 12/1/12 530,000 505,766 Fully Amortizing FIX 5,297 8.750%
3040235 1/1/98 12/1/07 1,050,000 1,019,409 736,084 Balloon FIX 9,029 8.375%
3040250 12/1/97 11/1/07 994,000 973,423 800,803 Balloon FIX 7,534 7.790%
3040441 1/1/79 5/1/04 780,000 321,064 Fully Amortizing 6ML 6,510 8.000%
3040490 10/1/88 9/1/03 690,000 626,329 562,100 Balloon 6CD 5,298 8.000%
3041266 4/1/98 3/1/08 1,425,000 1,404,348 1,164,918 Balloon FIX 11,355 8.375%
3041274 4/1/98 3/1/08 900,000 729,317 591,220 Balloon 6ML 5,422 7.375%
3041324 4/1/98 3/1/08 495,000 480,086 305,307 Balloon 6ML 4,226 7.625%
3041415 7/1/98 6/1/08 500,000 489,920 342,736 Balloon FIX 4,071 7.640%
3041456 3/1/98 2/1/08 310,000 305,627 257,164 Balloon FIX 2,602 9.000%
3041571 12/1/97 11/1/07 1,250,000 1,181,289 595,277 Balloon 6CD 11,881 7.900%
3041688 12/1/97 11/1/12 278,500 264,292 Fully Amortizing FIX 2,794 8.750%
3041696 12/15/97 11/15/12 275,000 262,415 Fully Amortizing FIX 2,872 9.500%
3041753 12/1/97 11/1/04 214,000 203,272 150,041 Balloon FIX 2,203 9.250%
3041761 12/10/97 11/10/02 340,786 259,490 Fully Amortizing FIX 6,991 8.250%
3041779 12/1/97 11/1/12 335,000 290,199 Fully Amortizing 6CD 2,894 7.750%
3042470 12/1/97 11/1/12 600,000 568,904 Fully Amortizing FIX 6,050 8.900%
3042488 12/1/97 11/1/12 190,000 181,043 Fully Amortizing FIX 2,027 9.875%
3042587 12/1/97 11/1/12 275,000 258,143 Fully Amortizing FIX 2,769 8.750%
3042611 12/1/97 11/1/07 482,500 474,073 399,122 Balloon FIX 4,008 8.875%
3042629 2/1/98 1/1/13 576,020 549,146 Fully Amortizing FIX 5,672 8.500%
3042637 1/1/98 12/1/07 639,000 626,886 451,219 Balloon FIX 5,038 7.250%
3042686 12/1/97 11/1/12 430,000 406,793 Fully Amortizing 6CD 4,143 8.125%
3042744 1/1/98 12/1/07 836,250 812,188 588,065 Balloon FIX 7,247 8.480%
3042751 1/1/98 12/1/12 885,000 840,491 Fully Amortizing FIX 8,650 8.375%
3042835 1/1/98 12/1/12 300,000 285,533 Fully Amortizing FIX 3,021 8.875%
3042843 2/1/98 1/1/13 400,000 380,962 Fully Amortizing 6CD 3,773 7.750%
3042876 1/1/98 12/1/12 877,500 833,165 Fully Amortizing FIX 8,577 8.375%
3042884 1/1/98 12/1/07 325,000 231,019 176,077 Balloon 6CD 1,896 7.875%
3042892 1/1/98 12/1/07 474,500 461,279 336,322 Balloon FIX 4,193 8.750%
3042934 6/1/98 5/1/13 375,000 361,928 Fully Amortizing FIX 3,665 8.375%
3042967 1/1/98 12/1/12 142,500 136,115 Fully Amortizing FIX 1,510 9.750%
3042983 1/1/98 12/1/12 600,000 569,834 Fully Amortizing FIX 5,908 8.500%
3042991 2/1/98 1/1/08 275,000 272,457 246,298 Balloon FIX 2,213 9.000%
3043106 2/1/98 1/1/08 700,000 679,737 477,377 Balloon 6CD 5,616 7.425%
3043130 1/1/98 12/1/12 440,000 418,111 Fully Amortizing FIX 4,333 8.500%
3043148 1/10/98 12/10/12 430,000 410,146 Fully Amortizing FIX 4,266 8.625%
3043163 1/1/98 12/1/07 562,000 508,897 Fully Amortizing FIX 7,043 8.750%
3043197 1/1/98 12/1/04 675,000 655,624 553,943 Balloon FIX 5,858 8.500%
3043221 1/1/98 12/1/07 1,500,000 1,483,234 1,327,952 Balloon FIX 11,401 8.375%
3043254 2/1/98 1/1/13 275,000 262,565 Fully Amortizing FIX 2,769 8.875%
3043262 1/1/98 12/1/12 352,000 334,848 Fully Amortizing FIX 3,518 8.750%
3043270 2/1/98 1/1/05 233,000 228,103 199,211 Balloon FIX 2,157 9.625%
3043296 1/20/98 12/20/12 138,750 132,432 Fully Amortizing FIX 1,407 9.000%
3043361 2/1/98 1/1/13 570,000 543,407 Fully Amortizing FIX 5,613 8.500%
3043387 3/10/98 2/10/08 345,000 341,698 303,927 Balloon FIX 2,562 8.125%
3043411 1/15/98 12/15/04 500,000 492,296 448,075 Balloon FIX 4,153 8.875%
3043429 1/15/98 12/15/07 250,000 225,427 162,572 Balloon FIX 2,055 8.750%
3043445 3/1/98 2/1/05 280,000 244,974 214,568 Balloon 6CD 2,012 8.125%
3043460 1/1/98 12/1/07 650,000 643,087 578,192 Balloon FIX 5,056 8.625%
3043494 5/1/98 4/1/08 755,000 738,415 529,278 Balloon FIX 6,492 8.375%
3043510 8/1/98 7/1/08 1,300,000 1,286,190 1,056,233 Balloon FIX 10,142 8.125%
3043619 8/1/98 7/1/08 330,000 326,275 263,159 Balloon 6ML 2,414 7.375%
3043684 3/1/98 2/1/08 700,000 682,132 490,721 Balloon FIX 6,020 8.375%
3043700 9/10/98 8/10/08 725,000 707,658 344,743 Balloon FIX 6,876 7.875%
3043726 4/1/98 3/1/08 1,500,000 1,465,444 1,059,331 Balloon FIX 13,136 8.625%
3043767 2/1/98 1/1/08 400,000 261,668 131,791 Balloon FIX 2,648 8.125%
3043841 3/1/98 2/1/13 243,000 226,529 Fully Amortizing FIX 2,393 8.500%
3044054 2/1/98 1/1/08 575,000 569,266 511,477 Balloon FIX 4,472 8.625%
3044070 1/1/98 12/1/07 412,000 404,830 335,119 Balloon 6CD 3,218 8.125%
3044088 1/15/98 12/15/07 600,000 546,514 Fully Amortizing FIX 7,520 8.750%
3044096 1/1/98 12/1/07 480,000 474,421 420,040 Balloon 6CD 3,442 7.750%
3044112 3/1/98 2/1/08 1,500,000 1,475,205 1,214,928 Balloon FIX 11,577 8.000%
3044138 2/1/98 1/1/08 1,500,000 1,473,365 1,214,848 Balloon FIX 11,576 8.000%
3044468 2/1/98 1/1/05 456,900 449,279 406,322 Balloon FIX 3,641 8.375%
3044476 2/1/98 1/1/13 258,000 246,455 Fully Amortizing FIX 2,617 9.000%
3044484 2/1/98 1/1/13 150,000 143,288 Fully Amortizing FIX 1,521 9.000%
3044492 2/1/98 1/1/13 285,000 259,226 Fully Amortizing 6CD 2,663 8.000%
3044518 5/1/98 4/1/13 245,000 235,812 Fully Amortizing FIX 2,413 8.500%
3044534 2/1/98 1/1/08 720,000 712,819 640,457 Balloon FIX 5,600 8.625%
3044633 2/1/98 1/1/08 420,000 412,861 338,500 Balloon 6CD 3,177 7.750%
3044666 2/1/98 1/1/07 237,000 234,695 215,013 Balloon FIX 1,864 8.750%
3044724 2/1/98 1/1/13 260,348 247,649 Fully Amortizing 6CD 2,408 7.425%
3044757 2/1/98 1/1/13 550,000 524,606 Fully Amortizing FIX 5,456 8.625%
3044765 5/1/98 3/1/08 353,000 349,873 311,486 Balloon FIX 2,621 8.125%
3044872 2/1/98 1/1/08 510,000 503,808 440,299 Balloon 6CD 3,440 7.125%
3044922 2/1/98 1/1/08 788,195 778,625 680,473 Balloon 6CD 5,317 7.125%
3044989 3/1/98 2/1/08 295,000 292,320 263,018 Balloon FIX 2,321 8.750%
3045002 2/1/98 1/1/13 858,000 817,553 Fully Amortizing FIX 8,386 8.375%
3045028 3/15/98 2/15/05 178,337 176,267 161,811 Balloon FIX 1,589 9.750%
3045036 2/1/98 1/1/13 260,000 248,120 Fully Amortizing FIX 2,599 8.750%
3045127 3/1/98 2/1/05 510,000 487,012 343,564 Balloon 6CD 4,725 7.450%
3045291 2/1/98 1/1/08 517,500 512,075 458,144 Balloon FIX 3,933 8.375%
3045317 2/1/98 1/1/08 414,000 409,850 368,091 Balloon FIX 3,213 8.600%
3045325 2/1/98 1/1/08 369,000 365,320 328,235 Balloon FIX 2,870 8.625%
3045341 2/10/98 1/10/13 230,000 220,589 Fully Amortizing FIX 2,367 9.250%
3045390 2/10/98 1/10/08 2,986,000 760,000 Fully Amortizing 6CD 13,001 7.625%
3045416 3/1/98 2/1/05 900,000 885,123 795,544 Balloon FIX 6,946 8.000%
3045432 2/1/98 1/1/13 525,000 501,012 Fully Amortizing FIX 5,247 8.750%
3045457 2/1/98 1/1/13 387,000 368,945 Fully Amortizing FIX 3,811 8.500%
3045465 2/1/98 1/1/13 429,000 408,791 Fully Amortizing 6CD 4,077 7.875%
3045481 3/1/98 2/1/13 650,000 621,672 Fully Amortizing FIX 6,401 8.500%
3045499 3/1/98 2/1/13 150,000 144,118 Fully Amortizing FIX 1,589 9.750%
3045614 4/1/98 3/1/08 410,000 400,267 287,422 Balloon FIX 3,526 8.375%
3045671 7/1/98 6/1/08 360,000 355,750 289,917 Balloon 6ML 2,721 7.750%
3045770 5/1/98 4/1/08 845,000 826,716 594,569 Balloon FIX 7,333 8.500%
3045879 6/1/98 5/1/05 526,500 508,340 362,857 Balloon FIX 5,185 8.500%
3045945 2/15/98 1/15/08 335,000 306,061 Fully Amortizing 6CD 3,962 7.250%
3046018 2/15/98 1/15/08 1,090,000 995,477 Fully Amortizing 6CD 12,822 7.125%
3046034 3/1/98 2/1/08 356,250 352,673 314,619 Balloon FIX 2,676 8.250%
3046042 2/1/98 1/1/08 249,999 246,147 206,799 Balloon FIX 2,077 8.875%
3046083 2/15/98 1/15/08 745,000 679,983 Fully Amortizing 6CD 8,714 7.000%
3046091 2/15/98 1/15/08 290,000 265,011 Fully Amortizing 6CD 3,430 7.250%
3046158 3/1/98 2/1/13 103,500 99,442 Fully Amortizing FIX 1,096 9.750%
3046174 3/23/98 2/23/08 1,510,000 1,486,782 1,223,028 Balloon FIX 11,654 8.000%
3046190 3/1/98 2/1/13 120,000 115,295 Fully Amortizing FIX 1,271 9.750%
3046216 3/1/98 2/1/08 1,300,000 1,277,656 1,046,251 Balloon FIX 9,819 7.750%
3046224 2/1/98 1/1/08 225,000 205,091 Fully Amortizing FIX 2,835 8.750%
3046307 3/1/98 2/1/08 167,435 153,752 Fully Amortizing FIX 2,121 9.000%
3046331 3/1/98 2/1/03 375,000 366,121 333,524 Balloon FIX 3,374 9.000%
3046349 2/20/98 1/20/08 334,500 331,142 295,410 Balloon FIX 2,513 8.250%
3046356 3/1/98 2/1/08 443,143 406,469 Fully Amortizing FIX 5,554 8.750%
3046448 3/1/98 2/1/13 517,500 493,746 Fully Amortizing FIX 4,908 7.875%
3046455 3/1/98 2/1/08 217,500 215,422 193,015 Balloon FIX 1,672 8.500%
3046471 4/1/98 3/1/13 700,000 671,029 Fully Amortizing FIX 6,791 8.250%
3046489 3/1/98 2/1/13 650,000 621,076 Fully Amortizing FIX 6,306 8.250%
3046497 4/1/98 3/1/13 500,000 376,071 Fully Amortizing 6CD 4,504 7.000%
3046547 3/15/98 2/15/13 720,729 693,892 Fully Amortizing FIX 7,526 9.500%
3046588 3/1/98 2/1/13 188,000 180,308 Fully Amortizing FIX 1,935 9.250%
3046596 4/1/98 3/1/08 175,000 173,664 157,420 Balloon FIX 1,440 9.250%
3046646 3/1/98 2/1/13 280,000 267,716 Fully Amortizing 6CD 2,661 7.875%
3046679 4/1/98 3/1/13 135,000 130,185 Fully Amortizing FIX 1,451 10.000%
3046687 4/1/98 3/1/08 510,000 504,435 437,767 Balloon 6CD 3,355 6.875%
3046695 3/1/98 2/1/05 300,000 295,417 267,314 Balloon FIX 2,416 8.500%
3046760 3/1/98 2/1/13 995,000 952,979 Fully Amortizing FIX 10,018 8.875%
3046794 4/1/98 3/1/13 790,000 756,961 Fully Amortizing FIX 7,607 8.125%
3046828 3/1/98 2/1/05 857,500 843,871 761,061 Balloon FIX 6,761 8.250%
3046836 4/1/98 3/1/13 100,000 96,236 Fully Amortizing FIX 1,037 9.375%
3046950 3/1/98 2/1/08 1,031,250 1,020,101 903,860 Balloon FIX 7,477 7.875%
3046968 4/1/98 3/1/05 425,000 415,644 352,096 Balloon FIX 3,824 9.000%
3046976 4/1/98 3/1/05 550,000 537,892 455,655 Balloon FIX 4,948 9.000%
3046992 3/20/98 2/20/08 350,000 346,732 309,100 Balloon FIX 2,629 8.250%
3047057 4/1/98 3/1/08 750,000 742,821 660,712 Balloon FIX 5,569 8.125%
3047065 5/1/98 4/1/08 800,000 787,831 631,945 Balloon 6CD 5,662 7.000%
3047073 4/1/98 3/1/08 375,000 371,669 332,785 Balloon FIX 2,883 8.500%
3047081 4/1/98 3/1/05 420,000 414,033 374,239 Balloon FIX 3,382 8.500%
3047222 6/1/98 5/1/08 1,200,000 1,173,992 826,421 Balloon FIX 9,881 7.790%
3047230 5/1/98 4/1/02 382,000 290,967 Fully Amortizing FIX 9,416 8.500%
3047255 6/1/98 5/1/05 590,500 526,001 Fully Amortizing FIX 9,351 8.500%
3047263 6/1/98 5/1/05 272,500 242,735 Fully Amortizing FIX 4,315 8.500%
3047503 8/1/98 7/1/08 1,502,000 1,474,920 1,033,120 Balloon FIX 12,331 7.750%
3047651 4/1/98 3/1/13 675,000 647,063 Fully Amortizing FIX 6,548 8.250%
3047685 5/1/98 3/1/13 400,000 384,681 Fully Amortizing FIX 3,881 8.250%
3047800 4/1/98 3/1/13 420,000 402,798 Fully Amortizing FIX 4,105 8.375%
3047818 4/1/98 3/1/05 183,500 180,954 163,885 Balloon FIX 1,496 8.650%
3047826 5/10/98 4/10/08 800,000 793,481 704,760 Balloon FIX 5,940 8.125%
3047834 5/1/98 4/1/13 560,200 539,192 Fully Amortizing FIX 5,517 8.500%
3047842 4/1/98 3/1/13 1,100,000 1,054,474 Fully Amortizing FIX 10,672 8.250%
3047859 4/1/98 3/1/13 260,000 249,462 Fully Amortizing FIX 2,560 8.500%
3047867 4/1/98 3/1/13 350,000 335,815 Fully Amortizing FIX 3,447 8.500%
3047875 5/1/98 3/1/08 285,000 281,039 232,353 Balloon FIX 2,228 8.150%
3047883 5/1/98 4/1/13 400,000 385,157 Fully Amortizing FIX 3,968 8.625%
3047891 4/1/98 3/1/03 510,000 127,249 Fully Amortizing FIX 3,511 8.500%
3047909 4/1/98 3/1/13 720,000 690,201 Fully Amortizing FIX 6,985 8.250%
3047917 4/1/98 3/1/08 675,000 668,539 594,641 Balloon FIX 5,012 8.125%
3047933 4/1/98 3/1/08 342,000 325,012 283,146 Balloon 6CD 2,347 7.625%
3047941 4/1/98 3/1/08 300,000 297,335 266,229 Balloon FIX 2,307 8.500%
3047958 5/1/98 4/1/13 670,000 644,609 Fully Amortizing FIX 6,549 8.375%
3047966 8/1/98 7/1/08 800,000 794,329 701,176 Balloon FIX 5,801 7.875%
3047974 4/1/98 3/1/05 1,150,000 1,131,851 1,005,048 Balloon 6CD 8,325 7.250%
3047982 6/1/98 4/1/05 600,000 578,863 414,046 Balloon FIX 5,821 8.250%
3048022 5/1/98 4/1/13 496,000 477,004 Fully Amortizing FIX 4,812 8.250%
3048048 4/1/98 3/1/03 511,000 499,750 454,482 Balloon FIX 4,598 9.000%
3048139 5/1/98 4/1/05 800,000 789,272 711,440 Balloon FIX 6,375 8.375%
3048170 8/1/98 7/1/13 712,500 691,505 Fully Amortizing FIX 6,861 8.125%
3048212 4/1/98 3/1/13 410,000 350,903 Fully Amortizing FIX 4,068 8.625%
3048295 4/15/98 3/15/03 1,350,000 1,330,275 1,238,008 Balloon 6CD 9,729 7.200%
3048337 11/1/98 10/1/08 900,000 895,466 786,764 Balloon FIX 6,448 7.750%
3048345 5/1/98 4/1/13 416,000 400,564 Fully Amortizing FIX 4,127 8.625%
3048378 5/1/98 4/1/08 750,000 743,520 662,356 Balloon FIX 5,635 8.250%
3048402 4/1/98 3/1/08 450,000 445,656 391,740 Balloon 6CD 3,150 7.500%
3048410 5/1/98 4/1/13 322,500 310,659 Fully Amortizing FIX 3,223 8.750%
3048428 4/15/98 3/15/13 320,000 308,008 Fully Amortizing 6CD 3,041 7.875%
3048469 6/1/98 5/1/08 157,500 154,365 110,822 Balloon FIX 1,367 8.500%
3048568 5/1/98 4/1/08 716,250 706,453 583,744 Balloon FIX 5,647 8.250%
3048592 9/1/98 8/1/08 475,000 467,658 330,501 Balloon 6ML 4,010 8.125%
3048725 5/1/98 5/1/08 250,000 246,791 203,121 Balloon FIX 1,950 8.125%
3048758 6/1/98 5/1/08 142,500 139,577 99,525 Balloon FIX 1,214 8.250%
3048766 5/1/98 4/1/08 500,000 489,181 351,815 Balloon FIX 4,339 8.500%
3048824 7/1/98 6/1/08 300,000 281,588 Fully Amortizing FIX 3,680 8.250%
3048840 6/1/98 5/1/13 1,080,000 1,041,549 Fully Amortizing FIX 10,399 8.125%
3048915 5/1/98 4/1/08 400,000 396,457 352,380 Balloon FIX 2,970 8.125%
3048980 5/1/98 3/1/05 600,000 592,113 535,664 Balloon FIX 4,831 8.500%
3048998 6/1/98 5/1/08 325,000 322,543 288,414 Balloon FIX 2,499 8.500%
3049046 5/1/98 4/1/08 932,000 923,237 806,810 Balloon 6CD 6,365 7.250%
3049053 5/1/98 4/1/13 250,000 240,918 Fully Amortizing FIX 2,517 8.875%
3049079 5/1/98 4/1/13 221,269 213,145 Fully Amortizing FIX 2,211 8.750%
3049087 5/1/98 4/1/08 450,000 445,914 395,427 Balloon FIX 3,302 8.000%
3049095 5/1/98 4/1/08 720,000 713,462 632,684 Balloon FIX 5,283 8.000%
3049103 5/1/98 4/1/05 952,500 939,211 843,674 Balloon FIX 7,431 8.125%
3049160 5/1/98 4/1/08 400,000 370,897 Fully Amortizing 6CD 4,812 7.750%
3049194 5/1/98 4/1/13 1,050,000 1,009,364 Fully Amortizing FIX 10,110 8.125%
3049244 5/1/98 4/1/13 450,000 432,217 Fully Amortizing FIX 4,268 7.875%
3049293 5/1/98 4/1/13 216,000 207,900 Fully Amortizing FIX 2,127 8.500%
3049327 6/1/98 5/1/08 388,000 384,992 343,497 Balloon FIX 2,949 8.375%
3049343 5/1/98 4/1/05 500,000 492,828 437,881 Balloon 6CD 3,659 7.375%
3049368 5/1/98 4/1/13 775,000 745,630 Fully Amortizing FIX 7,575 8.375%
3049376 4/1/98 3/1/13 185,625 178,115 Fully Amortizing FIX 1,867 8.750%
3049384 4/15/98 3/15/13 500,000 480,851 Fully Amortizing FIX 4,851 8.250%
3049392 5/1/98 4/1/13 176,250 155,085 Fully Amortizing FIX 1,814 9.250%
3049459 5/1/98 4/1/08 700,000 693,418 605,973 Balloon 6CD 4,781 7.250%
3049673 5/1/98 4/1/13 560,000 538,553 Fully Amortizing FIX 5,433 8.250%
3049681 5/1/98 4/1/13 281,250 270,703 Fully Amortizing FIX 2,770 8.500%
3049723 5/1/98 4/1/13 580,000 558,020 Fully Amortizing FIX 5,669 8.375%
3049731 6/1/98 4/1/08 468,750 461,325 403,930 Balloon FIX 3,358 7.750%
3049806 6/1/98 5/1/08 375,000 350,446 Fully Amortizing FIX 4,700 8.750%
3049889 6/1/98 5/1/13 225,000 214,128 120,700 Balloon FIX 1,888 9.000%
3049897 5/10/98 4/10/13 1,250,000 1,205,027 Fully Amortizing FIX 11,946 8.000%
3049905 6/1/98 5/1/13 520,000 501,291 Fully Amortizing FIX 4,969 8.000%
3049913 5/1/98 4/1/13 617,000 593,370 Fully Amortizing FIX 5,986 8.250%
3049921 6/1/98 5/1/08 120,000 117,919 87,172 Balloon FIX 1,128 9.625%
3049947 5/1/98 4/1/13 348,750 335,394 Fully Amortizing FIX 3,383 8.250%
3049954 6/1/98 5/1/08 235,000 233,311 209,523 Balloon FIX 1,849 8.750%
3049970 5/1/98 4/1/08 400,000 396,629 354,120 Balloon FIX 3,040 8.375%
3049988 7/1/98 6/1/13 286,000 277,085 Fully Amortizing FIX 2,837 8.625%
3049996 6/1/98 5/1/13 140,000 135,953 Fully Amortizing FIX 1,462 9.500%
3050010 5/1/98 4/1/13 405,000 388,929 Fully Amortizing 6CD 3,705 7.250%
3050028 5/1/98 4/1/08 627,000 621,446 552,355 Balloon FIX 4,655 8.125%
3050077 5/1/98 4/1/13 500,000 462,019 Fully Amortizing FIX 4,887 8.375%
3050085 5/15/98 4/15/05 160,000 157,889 142,692 Balloon FIX 1,315 8.750%
3050093 7/1/98 6/1/13 340,000 329,288 Fully Amortizing FIX 3,348 8.500%
3050101 5/1/98 4/1/08 180,000 177,614 145,515 Balloon 6CD 1,376 7.875%
3050119 6/1/98 5/1/08 400,000 396,976 354,972 Balloon FIX 3,076 8.500%
3050127 6/1/98 5/1/05 600,000 592,599 533,580 Balloon FIX 4,781 8.375%
3050143 6/5/98 5/5/13 590,000 570,623 Fully Amortizing 6CD 5,656 8.000%
3050168 6/1/98 5/1/13 600,000 578,863 Fully Amortizing FIX 5,821 8.250%
3050176 5/1/98 4/1/13 710,000 682,809 Fully Amortizing FIX 6,888 8.250%
3050192 6/1/98 5/1/13 947,250 913,526 Fully Amortizing FIX 9,121 8.125%
3050200 6/1/98 5/1/05 300,000 296,585 268,845 Balloon FIX 2,492 8.875%
3050218 6/1/98 5/1/08 730,000 724,481 647,823 Balloon FIX 5,613 8.500%
3050226 6/1/98 5/1/13 350,000 337,928 Fully Amortizing FIX 3,447 8.500%
3050234 5/1/98 4/1/13 435,000 418,340 Fully Amortizing FIX 4,220 8.250%
3050242 5/1/98 4/1/13 200,000 192,500 Fully Amortizing FIX 1,969 8.500%
3050259 7/1/98 6/1/13 276,000 267,305 Fully Amortizing FIX 2,718 8.500%
3050283 6/1/98 5/1/08 350,000 343,034 246,272 Balloon FIX 3,037 8.500%
3050309 6/1/98 5/1/13 1,054,000 1,016,868 Fully Amortizing FIX 10,225 8.250%
3050317 6/1/98 5/1/13 320,000 309,195 Fully Amortizing FIX 3,198 8.750%
3050333 8/1/98 7/1/08 475,000 448,243 Fully Amortizing FIX 5,763 8.000%
3050341 6/1/98 5/1/13 130,000 125,972 Fully Amortizing FIX 1,377 9.750%
3050358 6/1/98 5/1/08 300,000 290,259 254,318 Balloon 6CD 2,195 8.125%
3050366 6/1/98 5/1/08 427,000 423,772 378,932 Balloon FIX 3,283 8.500%
3050374 6/1/98 5/1/08 655,000 649,794 578,457 Balloon FIX 4,921 8.250%
3050440 7/1/98 5/1/13 375,000 362,932 Fully Amortizing FIX 3,638 8.250%
3050457 6/1/98 5/1/08 535,000 530,853 473,635 Balloon FIX 4,066 8.375%
3050465 7/1/98 6/1/08 249,750 232,881 189,244 Balloon FIX 1,943 8.625%
3050473 5/1/98 4/1/05 290,000 245,088 Fully Amortizing FIX 4,502 7.875%
3050481 5/1/98 4/1/05 640,000 549,664 Fully Amortizing FIX 9,935 7.875%
3050499 6/1/98 5/1/08 333,750 331,227 296,179 Balloon FIX 2,566 8.500%
3050515 6/1/98 5/1/13 123,750 119,832 Fully Amortizing FIX 1,292 9.500%
3050549 6/15/98 5/15/08 300,000 297,929 266,229 Balloon FIX 2,307 8.500%
3050614 6/1/98 5/1/13 429,000 414,045 Fully Amortizing FIX 4,193 8.375%
3050622 7/1/98 6/1/13 394,000 381,587 Fully Amortizing FIX 3,880 8.500%
3050630 6/1/98 5/1/13 466,000 449,756 Fully Amortizing FIX 4,555 8.375%
3050648 9/1/98 8/1/08 930,000 920,961 753,255 Balloon FIX 7,178 8.000%
3050655 6/1/98 5/1/08 810,000 799,604 658,115 Balloon FIX 6,319 8.125%
3050705 6/1/98 5/1/13 750,000 723,578 Fully Amortizing FIX 7,276 8.250%
3050713 6/10/98 5/10/08 185,000 179,600 145,592 Balloon FIX 1,553 9.000%
3050721 11/1/98 10/1/08 249,900 248,703 219,593 Balloon FIX 1,834 8.000%
3050739 6/10/98 5/10/08 271,500 269,529 239,773 Balloon FIX 2,040 8.250%
3050754 6/1/98 5/1/08 323,000 320,558 286,640 Balloon FIX 2,484 8.500%
3050762 6/1/98 5/1/13 200,000 193,102 Fully Amortizing FIX 1,969 8.500%
3050796 7/1/98 6/1/13 335,000 324,779 Fully Amortizing FIX 3,373 8.875%
3050804 7/1/98 6/1/13 286,000 277,274 Fully Amortizing FIX 2,880 8.875%
3050812 6/1/98 5/1/08 900,000 892,666 792,856 Balloon FIX 6,682 8.125%
3050820 6/1/98 5/1/05 200,000 197,813 179,889 Balloon FIX 1,696 9.125%
3050853 6/1/98 5/1/08 850,000 843,074 748,807 Balloon FIX 6,311 8.125%
3050861 6/1/98 5/1/08 250,000 248,157 222,382 Balloon FIX 1,944 8.625%
3050879 5/1/98 4/1/13 750,000 721,277 Fully Amortizing FIX 7,276 8.250%
3051182 5/1/98 4/1/08 141,000 139,018 113,684 Balloon FIX 1,159 8.625%
3051448 7/1/98 6/1/13 353,500 342,003 Fully Amortizing FIX 3,404 8.125%
3051489 7/1/98 6/1/08 375,000 370,210 298,041 Balloon 6ML 2,712 7.250%
3051737 6/1/98 5/1/08 700,000 684,720 481,181 Balloon FIX 5,738 7.730%
3052289 6/1/98 5/1/13 285,000 275,359 Fully Amortizing FIX 2,849 8.625%
3052479 6/1/98 5/1/13 230,000 222,067 Fully Amortizing FIX 2,265 8.500%
3052503 6/1/98 5/1/05 620,000 612,042 549,164 Balloon FIX 4,837 8.125%
3052511 7/1/98 6/1/13 158,000 153,333 Fully Amortizing FIX 1,626 9.250%
3052545 6/1/98 5/1/05 675,000 666,507 599,086 Balloon FIX 5,322 8.250%
3052552 6/1/98 5/1/13 325,000 313,882 Fully Amortizing FIX 3,272 8.875%
3052578 7/1/98 6/1/08 235,000 233,336 208,046 Balloon FIX 1,786 8.375%
3052586 7/1/98 6/1/13 560,000 542,169 Fully Amortizing FIX 5,474 8.375%
3052594 7/1/98 6/1/13 180,000 154,724 Fully Amortizing FIX 1,839 9.125%
3052602 6/1/98 5/1/13 324,000 312,825 Fully Amortizing FIX 3,191 8.500%
3052610 6/1/98 5/1/08 170,000 168,896 152,922 Balloon FIX 1,399 9.250%
3052628 7/1/98 6/1/08 300,000 297,980 266,857 Balloon FIX 2,333 8.625%
3052636 7/1/98 6/1/08 505,000 501,513 448,152 Balloon FIX 3,883 8.500%
3052644 7/1/98 6/1/13 342,500 331,824 Fully Amortizing FIX 3,398 8.625%
3052651 7/1/98 6/1/08 500,000 469,709 Fully Amortizing FIX 6,199 8.500%
3052669 6/1/98 5/1/08 277,000 274,906 245,818 Balloon FIX 2,130 8.500%
3052677 7/1/98 6/1/08 249,000 247,146 219,356 Balloon FIX 1,849 8.125%
3052701 7/1/98 6/1/13 250,000 242,454 Fully Amortizing FIX 2,536 9.000%
3052727 8/1/98 7/1/13 215,000 208,995 Fully Amortizing FIX 2,149 8.750%
3052735 7/1/98 6/1/13 400,000 387,398 Fully Amortizing FIX 3,939 8.500%
3052743 7/1/98 6/1/08 400,000 397,022 352,378 Balloon FIX 2,970 8.125%
3052750 7/1/98 6/1/08 546,000 528,053 260,816 Balloon FIX 5,218 8.000%
3052768 7/1/98 6/1/13 527,500 509,618 Fully Amortizing FIX 5,117 8.250%
3052776 7/1/98 6/1/13 616,500 595,601 Fully Amortizing FIX 5,981 8.250%
3052784 7/1/98 6/1/08 663,750 659,050 587,618 Balloon FIX 5,045 8.375%
3052792 6/1/98 5/1/08 297,500 295,307 264,635 Balloon FIX 2,314 8.625%
3052859 6/1/98 5/1/13 445,000 429,467 Fully Amortizing FIX 4,415 8.625%
3052867 7/1/98 6/1/08 775,000 766,268 633,552 Balloon FIX 6,175 8.375%
3052875 7/1/98 6/1/08 469,000 465,014 404,624 Balloon 6CD 3,162 7.125%
3052883 7/1/98 6/1/13 600,000 580,486 Fully Amortizing FIX 5,777 8.125%
3052891 7/1/98 6/1/08 475,000 446,410 Fully Amortizing FIX 5,921 8.625%
3052909 7/1/98 6/1/13 170,000 151,693 Fully Amortizing FIX 1,712 8.875%
3052917 7/1/98 6/1/08 350,000 347,522 309,856 Balloon FIX 2,660 8.375%
3052925 8/1/98 6/1/13 180,000 175,079 Fully Amortizing FIX 1,826 9.000%
3052933 9/1/98 8/1/13 249,000 242,763 Fully Amortizing FIX 2,489 8.750%
3052990 7/1/98 6/1/08 680,000 637,723 Fully Amortizing FIX 8,250 8.000%
3053006 7/1/98 5/1/13 288,000 278,927 Fully Amortizing FIX 2,836 8.500%
3053014 6/1/98 5/1/13 380,000 366,948 Fully Amortizing FIX 3,753 8.550%
3053030 7/1/98 6/1/08 391,200 388,593 348,307 Balloon FIX 3,057 8.675%
3053048 7/1/98 6/1/13 485,000 469,720 Fully Amortizing FIX 4,776 8.500%
3053063 9/1/98 8/1/08 600,000 593,678 473,680 Balloon 6CD 4,244 7.000%
3053071 7/1/98 6/1/13 500,000 483,909 Fully Amortizing FIX 4,851 8.250%
3053089 7/1/98 6/1/13 525,000 507,597 Fully Amortizing FIX 4,987 7.900%
3053097 8/1/98 7/1/13 378,000 367,212 Fully Amortizing FIX 3,722 8.500%
3053147 7/1/98 6/1/13 510,000 493,028 Fully Amortizing FIX 5,022 8.500%
3053196 7/1/98 6/1/08 345,000 342,557 305,429 Balloon FIX 2,622 8.375%
3053212 7/20/98 6/20/08 531,000 515,519 255,959 Balloon FIX 5,151 8.250%
3053220 8/1/98 7/1/13 500,000 485,577 Fully Amortizing FIX 4,887 8.375%
3053246 7/1/98 6/1/13 390,000 376,908 Fully Amortizing FIX 3,671 7.750%
3053279 7/1/98 6/1/05 724,471 715,976 641,698 Balloon FIX 5,652 8.125%
3053287 8/5/98 6/5/08 260,000 258,542 231,093 Balloon FIX 1,999 8.500%
3053295 8/1/98 7/1/08 532,500 528,909 469,105 Balloon FIX 3,954 8.125%
3053303 7/1/98 6/1/08 393,750 391,031 349,424 Balloon FIX 3,028 8.500%
3053311 7/1/98 6/1/05 341,250 337,481 304,069 Balloon FIX 2,748 8.500%
3053329 7/1/98 6/1/13 1,000,000 966,130 Fully Amortizing 6CD 9,207 7.375%
3053345 9/1/98 8/1/08 480,000 472,803 336,496 Balloon FIX 4,128 8.375%
3053352 7/1/98 6/1/08 174,375 173,287 156,175 Balloon FIX 1,403 9.000%
3053360 8/1/98 7/1/13 192,000 186,694 Fully Amortizing FIX 1,933 8.875%
3053378 7/1/98 6/1/13 415,000 402,064 Fully Amortizing FIX 4,117 8.625%
3053386 8/1/98 7/1/08 360,000 357,448 315,529 Balloon FIX 2,610 7.875%
3053409 7/1/98 6/1/13 161,000 156,244 Fully Amortizing FIX 1,657 9.250%
3053428 7/10/98 6/10/13 413,500 401,445 Fully Amortizing FIX 4,012 8.250%
3053436 7/1/98 6/1/13 940,000 909,427 Fully Amortizing FIX 9,051 8.125%
3053444 8/1/98 7/1/08 1,500,000 1,414,954 Fully Amortizing FIX 18,100 7.875%
3053477 7/1/98 6/1/08 844,000 834,299 687,859 Balloon FIX 6,655 8.250%
3053493 6/1/98 5/1/13 187,500 181,302 Fully Amortizing FIX 1,902 9.000%
3053501 8/1/98 7/1/08 355,500 353,220 314,724 Balloon FIX 2,702 8.375%
3053535 7/1/98 6/1/08 1,000,000 936,793 Fully Amortizing FIX 12,001 7.750%
3053543 8/1/98 7/1/13 650,000 631,049 Fully Amortizing FIX 6,306 8.250%
3053550 8/1/98 7/1/08 750,000 744,683 657,353 Balloon FIX 5,438 7.875%
3053568 7/1/98 6/1/08 647,000 641,811 565,595 Balloon FIX 4,635 7.750%
3053576 8/15/98 7/15/13 202,500 197,483 Fully Amortizing FIX 2,039 8.875%
3053584 7/1/98 6/1/13 450,000 435,315 Fully Amortizing 6CD 4,240 7.750%
3053592 8/1/98 7/1/08 500,000 494,897 408,744 Balloon FIX 3,984 8.375%
3053618 8/1/98 7/1/08 278,000 276,347 247,861 Balloon FIX 2,187 8.750%
3053634 7/1/98 6/1/13 250,000 242,454 Fully Amortizing FIX 2,536 9.000%
3053642 7/15/98 6/15/08 1,001,250 993,509 861,430 Balloon 6CD 6,666 7.000%
3053667 8/1/98 7/1/13 381,000 370,127 Fully Amortizing FIX 3,752 8.500%
3053675 7/1/98 6/1/08 181,875 180,022 150,876 Balloon FIX 1,526 9.000%
3053683 8/10/98 7/10/08 225,000 223,800 200,607 Balloon FIX 1,770 8.750%
3053907 9/1/98 8/1/08 1,431,400 1,417,762 1,162,994 Balloon FIX 11,167 8.125%
3054210 7/1/98 6/1/13 284,000 274,463 Fully Amortizing 6ML 2,627 7.450%
3054236 8/1/98 7/1/08 639,612 632,542 516,417 Balloon FIX 4,884 7.875%
3054368 9/1/98 8/1/08 865,000 851,425 599,574 Balloon FIX 7,235 8.000%
3054376 9/1/98 8/1/08 1,000,000 990,661 814,999 Balloon FIX 7,885 8.250%
3054392 7/15/98 6/15/08 512,000 497,203 247,854 Balloon FIX 5,004 8.375%
3054459 9/1/98 8/1/08 1,181,250 1,169,768 956,755 Balloon FIX 9,117 8.000%
3054541 6/1/98 5/1/05 157,500 152,286 109,844 Balloon FIX 1,598 8.875%
3055266 8/10/98 7/10/08 1,100,000 1,089,519 893,735 Balloon FIX 8,581 8.125%
3055282 8/1/98 7/1/13 146,000 141,909 Fully Amortizing FIX 1,460 8.625%
3055290 8/1/98 7/1/08 405,000 400,658 329,055 Balloon FIX 3,158 8.000%
3055332 8/1/98 7/1/05 1,031,250 1,012,545 833,644 Balloon FIX 8,459 7.625%
3055373 8/1/98 7/1/08 308,000 291,069 Fully Amortizing FIX 3,819 8.375%
3055407 8/1/98 7/1/13 225,000 218,558 Fully Amortizing FIX 2,216 8.375%
3055423 8/1/98 7/1/13 217,500 211,205 Fully Amortizing FIX 2,126 8.250%
3055431 8/15/98 7/1/13 249,999 243,603 Fully Amortizing FIX 2,462 8.375%
3055571 9/1/98 8/1/13 193,568 188,625 Fully Amortizing FIX 1,920 8.500%
3055597 9/1/98 8/1/13 1,222,000 1,189,084 Fully Amortizing FIX 11,671 7.875%
3055605 9/1/98 8/1/05 438,000 426,327 299,107 Balloon FIX 4,216 8.000%
3055704 9/1/98 8/1/08 1,200,000 1,167,676 572,992 Balloon FIX 11,461 7.875%
3055829 9/1/98 8/1/08 230,000 227,927 189,141 Balloon FIX 1,871 8.500%
3055910 10/15/98 9/15/13 535,000 523,996 Fully Amortizing 6CD 4,935 7.400%
3055928 10/1/98 9/1/08 164,000 162,639 134,460 Balloon FIX 1,320 8.375%
3055969 9/1/98 8/1/13 88,000 85,770 Fully Amortizing FIX 944 10.000%
3056009 10/1/98 9/1/08 148,000 141,709 Fully Amortizing FIX 1,885 9.000%
3056017 12/1/96 9/1/08 250,000 191,271 Fully Amortizing FIX 2,493 8.500%
3056199 10/1/98 9/1/13 249,990 244,236 Fully Amortizing FIX 2,461 8.375%
3056223 10/1/98 9/1/08 562,500 557,370 454,010 Balloon FIX 4,290 7.750%
3056306 11/15/98 10/1/08 150,000 145,240 Fully Amortizing FIX 1,901 8.875%
3057072 9/1/98 8/1/08 269,000 264,966 188,577 Balloon FIX 2,313 8.375%
3057155 11/1/98 10/1/08 400,000 397,973 349,452 Balloon FIX 2,857 7.720%
3057197 8/11/98 7/11/08 750,000 742,854 609,366 Balloon FIX 5,851 8.125%
3057247 12/1/98 11/1/08 850,000 844,211 681,870 Balloon FIX 6,351 7.625%
3057254 9/1/98 8/1/08 639,100 629,805 451,346 Balloon FIX 5,597 8.625%
3057270 9/1/98 8/1/08 680,000 645,258 Fully Amortizing 6ML 8,037 7.375%
3057304 9/1/98 8/1/13 242,000 231,039 Fully Amortizing FIX 2,348 8.250%
3057460 9/1/98 8/1/08 390,000 379,802 187,993 Balloon FIX 3,784 8.250%
3057502 11/1/98 10/1/08 475,000 469,241 329,246 Balloon FIX 3,973 8.000%
3057619 11/1/98 10/1/08 422,500 417,531 295,081 Balloon FIX 3,600 8.250%
3057635 11/1/98 10/1/08 368,000 360,567 177,388 Balloon FIX 3,570 8.250%
3057692 11/1/98 10/1/08 412,000 406,851 283,386 Balloon FIX 3,382 7.750%
3057726 10/1/98 9/1/08 425,000 421,267 343,142 Balloon FIX 3,245 7.875%
3057734 10/1/98 9/1/13 211,000 206,217 Fully Amortizing FIX 2,078 8.500%
3057742 9/1/98 8/1/08 315,000 311,958 256,512 Balloon FIX 2,484 8.250%
3057841 9/1/98 8/1/13 1,150,000 1,118,951 Fully Amortizing FIX 10,907 7.875%
3057858 8/15/98 7/15/13 408,750 398,176 Fully Amortizing FIX 3,995 8.375%
3057866 7/1/98 6/1/05 988,531 977,393 879,101 Balloon FIX 7,877 8.375%
3057874 8/1/98 7/1/08 313,000 311,091 278,422 Balloon FIX 2,434 8.625%
3057882 8/1/98 7/1/13 725,000 703,409 Fully Amortizing FIX 6,928 8.000%
3057890 7/1/98 6/1/13 180,000 174,740 Fully Amortizing FIX 1,866 9.375%
3057908 7/1/98 6/1/08 325,000 322,812 289,095 Balloon FIX 2,528 8.625%
3057916 7/1/98 6/1/05 221,250 218,891 198,173 Balloon FIX 1,838 8.875%
3057924 9/1/98 8/1/13 470,000 457,578 Fully Amortizing FIX 4,526 8.125%
3057940 8/1/98 7/1/13 380,000 369,155 Fully Amortizing FIX 3,742 8.500%
3057957 8/1/98 7/1/13 330,000 320,582 Fully Amortizing FIX 3,250 8.500%
3057965 8/1/98 7/1/13 410,000 398,173 Fully Amortizing FIX 4,007 8.375%
3057981 8/10/98 7/10/08 430,000 427,526 380,680 Balloon FIX 3,268 8.375%
3057999 8/1/98 7/1/08 210,000 208,751 187,234 Balloon FIX 1,652 8.750%
3058005 8/10/98 7/10/05 950,000 940,581 838,003 Balloon FIX 7,254 7.875%
3058013 8/15/98 7/15/13 625,000 608,657 Fully Amortizing FIX 6,063 8.250%
3058021 11/1/98 10/1/13 290,228 284,491 Fully Amortizing FIX 2,858 8.500%
3058039 7/1/98 6/1/13 170,684 165,532 Fully Amortizing FIX 1,731 9.000%
3058047 8/1/98 7/1/13 250,000 242,865 Fully Amortizing FIX 2,462 8.500%
3058054 8/1/98 7/1/05 267,500 264,824 238,355 Balloon FIX 2,154 8.500%
3058070 7/1/98 6/1/08 750,000 743,931 650,695 Balloon 6CD 5,183 7.375%
3058088 8/1/98 7/1/08 220,000 218,624 195,234 Balloon FIX 1,692 8.500%
3058096 9/1/98 8/1/13 650,000 633,003 Fully Amortizing FIX 6,306 8.250%
3058104 8/1/98 7/1/08 265,000 263,424 236,271 Balloon FIX 2,085 8.750%
3058112 8/1/98 7/1/08 500,000 472,740 Fully Amortizing FIX 6,233 8.625%
3058120 8/1/98 7/1/13 750,000 728,134 Fully Amortizing FIX 7,276 8.250%
3058138 9/1/98 8/1/05 200,000 198,277 178,894 Balloon FIX 1,644 8.750%
3058146 7/1/98 6/1/08 470,500 466,968 415,276 Balloon FIX 3,535 8.250%
3058161 7/1/98 6/1/10 950,000 904,928 Fully Amortizing FIX 10,257 7.950%
3058179 8/1/98 7/1/13 967,500 938,991 Fully Amortizing FIX 9,316 8.125%
3058187 8/1/98 7/1/05 268,000 265,425 239,717 Balloon FIX 2,203 8.750%
3058211 8/1/98 7/1/13 227,000 221,786 55,233 Balloon FIX 2,319 10.125%
3058229 8/1/98 7/1/13 525,000 509,694 Fully Amortizing FIX 5,093 8.250%
3058252 8/1/98 7/1/13 400,000 388,585 Fully Amortizing FIX 3,939 8.500%
3058260 10/1/98 9/1/08 609,500 601,154 424,084 Balloon FIX 5,146 8.125%
3058278 8/10/98 7/10/08 786,100 773,576 542,800 Balloon FIX 6,514 7.875%
3058286 11/1/98 10/1/05 365,000 362,204 321,970 Balloon FIX 2,787 7.875%
3058294 7/1/98 6/1/13 750,000 725,348 Fully Amortizing FIX 7,167 8.000%
3058302 9/1/98 8/1/13 500,000 487,203 Fully Amortizing FIX 4,924 8.500%
3058351 8/1/98 7/1/08 390,000 386,098 319,780 Balloon FIX 3,140 8.500%
3058369 7/1/98 6/1/13 250,000 242,124 Fully Amortizing FIX 2,462 8.500%
3058377 7/1/98 6/1/05 300,000 270,320 Fully Amortizing FIX 4,789 8.750%
3058385 8/1/98 7/1/05 570,000 564,064 505,894 Balloon FIX 4,494 8.250%
3058393 7/1/98 6/1/13 120,000 116,643 Fully Amortizing FIX 1,280 9.875%
3058401 8/1/98 7/1/08 670,000 665,367 588,747 Balloon FIX 4,916 8.000%
3058419 8/1/98 7/1/13 465,000 451,871 Fully Amortizing FIX 4,613 8.625%
3058427 8/1/98 7/1/13 200,000 194,533 Fully Amortizing FIX 2,029 9.000%
3058443 8/10/98 7/10/08 325,000 323,223 289,095 Balloon FIX 2,528 8.625%
3058500 10/1/98 9/1/13 714,000 697,103 Fully Amortizing FIX 6,823 8.000%
3058518 8/1/98 7/1/13 607,000 589,303 Fully Amortizing FIX 5,889 8.250%
3058526 9/10/98 8/10/13 330,000 322,438 Fully Amortizing FIX 3,226 8.375%
3058559 7/1/98 6/1/13 426,000 412,363 Fully Amortizing FIX 4,195 8.500%
3058567 7/1/98 6/1/05 301,000 297,600 268,078 Balloon FIX 2,424 8.500%
3058609 11/5/98 10/5/08 700,000 696,911 610,302 Balloon FIX 4,955 7.625%
3058617 9/1/98 8/1/13 484,000 471,208 Fully Amortizing FIX 4,660 8.125%
3058625 8/1/98 7/1/08 420,000 415,626 342,300 Balloon FIX 3,311 8.250%
3058633 8/1/98 7/1/08 200,000 198,841 178,725 Balloon FIX 1,591 8.875%
3058674 10/1/98 9/1/08 114,904 112,214 55,138 Balloon FIX 1,106 8.125%
3058682 10/1/98 9/1/08 934,500 921,703 650,215 Balloon FIX 7,889 8.125%
3060720 9/1/98 8/1/08 286,000 283,536 235,894 Balloon FIX 2,351 8.750%
3060738 8/1/98 7/1/08 318,000 315,855 280,142 Balloon FIX 2,361 8.125%
3060746 9/1/98 8/1/13 420,000 409,135 Fully Amortizing FIX 4,105 8.375%
3060753 8/10/98 7/10/08 994,000 984,145 802,547 Balloon FIX 7,590 7.875%
3060761 9/1/98 8/1/13 386,000 376,014 Fully Amortizing FIX 3,773 8.375%
3060787 9/1/98 8/1/08 102,500 100,147 52,065 Balloon FIX 1,086 9.750%
3060795 11/1/98 10/1/13 262,500 257,312 Fully Amortizing FIX 2,585 8.500%
3060803 9/1/98 8/1/13 150,000 146,442 Fully Amortizing FIX 1,555 9.375%
3060852 10/1/98 9/1/08 830,000 825,067 712,166 Balloon 6CD 5,458 6.875%
3060860 8/1/98 7/1/05 310,000 306,899 276,224 Balloon FIX 2,496 8.500%
3060878 8/1/98 7/1/13 350,000 340,118 Fully Amortizing FIX 3,472 8.625%
3060886 8/1/98 7/1/08 450,000 445,220 365,619 Balloon FIX 3,511 8.125%
3060894 9/1/98 8/1/08 310,000 307,274 254,941 Balloon FIX 2,522 8.625%
3060902 8/1/98 7/1/08 335,250 331,105 271,849 Balloon FIX 2,643 8.250%
3060910 8/1/98 7/1/05 160,000 158,232 141,137 Balloon FIX 1,222 7.875%
3060928 9/1/98 8/1/13 185,000 180,416 Fully Amortizing FIX 1,863 8.875%
3060936 10/15/98 9/15/08 400,000 397,898 345,568 Balloon 6CD 2,732 7.250%
3061017 9/1/98 8/1/08 217,000 215,783 192,572 Balloon FIX 1,669 8.500%
3061025 9/1/98 8/1/08 275,000 273,147 242,876 Balloon FIX 2,090 8.375%
3061033 9/1/98 8/1/05 325,000 322,137 288,077 Balloon 6CD 2,537 8.125%
3061058 9/1/98 8/1/13 250,000 235,415 Fully Amortizing FIX 2,480 8.625%
3061066 11/15/98 9/15/08 106,250 105,836 93,986 Balloon FIX 798 8.250%
3061090 8/1/98 7/1/13 187,000 181,777 Fully Amortizing FIX 1,869 8.750%
3061140 11/1/98 10/1/05 850,000 843,617 751,348 Balloon FIX 6,560 8.000%
3061181 11/15/98 9/15/08 250,000 249,027 221,143 Balloon FIX 1,878 8.250%
3061207 10/15/98 9/15/08 243,750 242,523 215,015 Balloon FIX 1,831 8.250%
3061215 11/15/98 9/15/08 150,000 149,416 132,686 Balloon FIX 1,127 8.250%
3061223 9/1/98 8/1/13 240,000 221,492 Fully Amortizing FIX 2,381 8.625%
3061231 9/1/98 8/1/08 550,000 546,673 484,523 Balloon FIX 4,084 8.125%
3061249 9/1/98 8/1/13 230,000 224,363 Fully Amortizing FIX 2,333 9.000%
3061298 10/1/98 9/1/08 249,000 247,824 222,007 Balloon FIX 1,959 8.750%
3061306 9/1/98 8/1/08 850,000 836,861 591,423 Balloon FIX 7,176 8.125%
3061330 8/1/98 7/1/05 450,000 444,381 396,566 Balloon FIX 3,473 8.000%
3061348 9/1/98 8/1/08 1,500,000 1,490,462 1,314,706 Balloon FIX 10,876 7.875%
3061365 9/1/98 8/1/13 217,500 211,933 Fully Amortizing FIX 2,142 8.500%
3061371 10/1/98 9/1/08 360,000 358,166 318,708 Balloon FIX 2,736 8.375%
3061389 9/1/98 8/1/05 175,000 173,419 157,349 Balloon FIX 1,499 9.250%
3061397 9/1/98 8/1/08 500,000 495,330 407,500 Balloon FIX 3,942 8.250%
3061405 9/1/98 8/1/13 320,000 311,543 Fully Amortizing FIX 3,081 8.125%
3061413 10/15/98 9/15/13 255,000 250,015 Fully Amortizing FIX 2,530 8.625%
3061421 10/1/98 9/1/08 200,000 194,575 168,282 Balloon FIX 1,573 8.750%
3061439 10/1/98 9/1/13 249,000 243,356 Fully Amortizing FIX 2,452 8.500%
3061447 11/1/98 10/1/08 490,000 361,323 162,552 Balloon FIX 3,638 8.125%
3061462 10/1/98 9/1/08 407,000 389,108 Fully Amortizing 6CD 4,917 7.875%
3061470 10/1/98 9/1/08 500,000 495,946 408,744 Balloon FIX 3,984 8.375%
3061496 9/1/98 8/1/13 1,387,500 1,350,039 Fully Amortizing FIX 13,160 7.875%
3061504 9/15/98 8/15/08 582,000 573,496 392,782 Balloon 6CD 4,560 7.125%
3061512 9/1/98 8/1/03 300,000 297,990 283,300 Balloon 6CD 2,023 7.125%
3061520 9/1/98 8/1/08 628,500 624,503 550,862 Balloon FIX 4,557 7.875%
3061546 10/10/98 9/10/08 187,500 186,351 156,416 Balloon FIX 1,606 9.250%
3061553 10/1/98 9/1/08 250,000 246,233 217,478 Balloon FIX 1,989 8.875%
3061561 10/1/98 9/1/13 300,000 293,199 Fully Amortizing FIX 2,954 8.500%
3061595 10/1/98 9/1/13 970,000 947,044 Fully Amortizing FIX 9,270 8.000%
3061603 9/1/98 8/1/08 186,000 185,058 166,586 Balloon FIX 1,497 9.000%
3061611 9/1/98 8/1/08 450,000 445,963 368,978 Balloon FIX 3,624 8.500%
3061637 11/1/98 10/1/08 825,000 732,016 584,452 Balloon 6CD 5,278 7.125%
3061652 9/5/98 8/5/13 203,000 198,594 Fully Amortizing FIX 2,059 9.000%
3061660 10/1/98 9/1/13 570,000 556,654 Fully Amortizing FIX 5,488 8.125%
3061686 10/1/98 9/1/03 700,000 692,288 638,748 Balloon 6CD 4,943 7.000%
3061694 10/5/98 9/5/08 655,000 650,275 533,826 Balloon FIX 5,164 8.250%
3061702 10/1/98 9/1/13 200,000 195,611 Fully Amortizing FIX 2,014 8.875%
3061751 10/1/98 9/1/13 135,000 132,038 Fully Amortizing FIX 1,359 8.875%
3061769 10/1/98 9/1/13 350,000 341,980 Fully Amortizing FIX 3,421 8.375%
3061777 10/1/98 9/1/13 570,000 556,366 Fully Amortizing FIX 5,406 7.875%
3061785 11/1/98 10/1/08 825,000 732,016 584,452 Balloon 6CD 5,278 7.125%
3061801 10/15/98 9/15/13 581,102 569,365 Fully Amortizing FIX 5,638 8.250%
3061819 9/1/98 8/1/08 152,250 151,396 135,111 Balloon FIX 1,171 8.500%
3061827 9/1/98 8/1/08 527,000 523,731 463,089 Balloon FIX 3,867 8.000%
3061835 10/10/98 9/10/13 432,600 423,957 Fully Amortizing FIX 4,228 8.375%
3061843 11/1/98 10/1/13 1,160,000 1,135,540 Fully Amortizing FIX 10,919 7.750%
3061918 9/1/98 8/1/08 1,070,600 1,063,446 933,415 Balloon FIX 7,578 7.625%
3061926 9/1/98 8/1/13 225,000 205,767 Fully Amortizing FIX 2,216 8.500%
3061942 10/1/98 9/1/08 400,000 398,013 354,972 Balloon FIX 3,076 8.500%
3061967 11/1/98 10/1/08 656,250 651,223 529,851 Balloon FIX 5,011 7.875%
3061975 10/1/98 9/1/13 479,000 467,542 Fully Amortizing FIX 4,543 7.875%
3061983 10/1/98 9/1/13 425,000 414,942 Fully Amortizing FIX 4,062 8.000%
3061991 11/1/98 10/1/13 437,000 428,269 Fully Amortizing FIX 4,271 8.375%
3062049 11/1/98 10/1/13 195,313 191,577 Fully Amortizing FIX 1,967 8.875%
3062064 10/15/98 9/15/08 850,000 843,744 690,614 Balloon FIX 6,631 8.125%
3062080 10/1/98 9/1/13 400,000 390,735 Fully Amortizing FIX 3,881 8.250%
3063021 9/15/98 8/15/13 1,250,000 1,219,831 Fully Amortizing FIX 11,780 7.770%
3063799 10/1/98 9/1/08 600,000 596,535 524,510 Balloon FIX 4,298 7.750%
3063849 10/1/98 9/1/05 930,000 861,479 Fully Amortizing FIX 14,380 7.750%
3063856 11/1/98 9/1/05 502,579 496,847 413,874 Balloon FIX 4,362 8.500%
3063864 10/20/98 9/20/08 305,000 303,645 270,017 Balloon FIX 2,318 8.375%
3063872 11/1/98 10/1/08 1,100,000 1,094,729 966,599 Balloon FIX 8,071 8.000%
3063898 10/1/98 9/1/13 390,000 381,159 Fully Amortizing FIX 3,840 8.500%
3063914 11/1/98 10/1/08 180,000 179,240 160,115 Balloon FIX 1,400 8.625%
3063922 11/1/98 10/1/08 125,000 124,548 112,681 Balloon FIX 1,040 9.375%
3063948 11/1/98 10/1/13 285,000 279,367 Fully Amortizing FIX 2,807 8.500%
3063963 11/1/98 10/1/08 1,400,000 1,387,682 1,127,034 Balloon FIX 10,690 7.875%
3063971 11/1/98 10/1/08 1,162,500 1,156,497 1,013,539 Balloon FIX 8,228 7.625%
3063997 11/1/98 10/1/08 439,500 437,394 386,199 Balloon FIX 3,225 8.000%
3064003 10/10/98 9/10/05 445,000 442,868 412,043 Balloon FIX 3,265 8.000%
3064011 10/1/98 9/1/08 250,000 248,556 218,546 Balloon FIX 1,791 7.750%
3064060 11/1/98 10/1/08 300,000 298,598 264,285 Balloon FIX 2,227 8.125%
3064078 10/1/98 9/1/13 433,000 422,570 Fully Amortizing FIX 4,107 7.850%
3064094 11/1/98 10/1/13 690,000 675,760 Fully Amortizing FIX 6,594 8.000%
3064102 11/1/98 10/1/13 517,000 506,330 Fully Amortizing FIX 4,941 8.000%
3064110 10/15/98 9/15/08 258,750 257,657 230,165 Balloon FIX 2,013 8.625%
3064128 11/1/98 10/1/05 1,000,000 992,185 880,255 Balloon FIX 7,553 7.750%
3064136 11/1/98 10/1/13 585,000 572,927 Fully Amortizing FIX 5,591 8.000%
3064144 11/1/98 10/1/13 900,000 881,625 Fully Amortizing FIX 8,666 8.125%
3064151 11/1/98 10/1/13 318,000 311,507 Fully Amortizing FIX 3,062 8.125%
3064169 10/15/98 9/15/08 280,000 274,585 137,398 Balloon FIX 2,798 8.750%
3064177 10/1/98 9/1/08 222,000 220,840 196,058 Balloon FIX 1,668 8.250%
3064185 11/1/98 10/1/13 650,000 636,440 Fully Amortizing FIX 6,165 7.875%
3064193 11/1/98 10/1/08 290,000 279,052 Fully Amortizing FIX 3,615 8.625%
3064201 10/10/98 9/10/08 607,500 604,661 535,177 Balloon FIX 4,511 8.125%
3064235 11/1/98 10/1/08 250,000 247,105 175,258 Balloon FIX 2,150 8.375%
3064268 11/5/98 10/5/08 382,000 369,346 Fully Amortizing FIX 4,660 8.125%
3064276 11/5/98 10/5/08 322,500 320,703 282,378 Balloon FIX 2,366 8.000%
3064284 11/1/98 10/1/13 324,000 317,596 Fully Amortizing FIX 3,191 8.500%
3064300 12/1/98 10/1/08 505,000 502,939 442,455 Balloon FIX 3,618 7.750%
3064318 10/1/98 9/1/08 625,000 619,829 509,375 Balloon FIX 4,928 8.250%
3064334 11/1/98 10/1/08 200,000 198,696 165,438 Balloon FIX 1,661 8.875%
3064342 11/1/98 10/1/03 146,000 132,845 Fully Amortizing 6CD 3,159 10.750%
3064367 12/1/98 11/1/08 225,000 223,614 183,377 Balloon FIX 1,774 8.250%
3064375 11/1/98 10/1/13 250,000 245,165 Fully Amortizing FIX 2,499 8.750%
3064474 11/1/98 10/1/13 379,000 371,178 Fully Amortizing FIX 3,622 8.000%
3064482 12/1/98 10/1/08 1,000,000 995,696 875,691 Balloon FIX 7,164 7.750%
3064496 11/1/98 10/1/08 247,425 246,269 217,970 Balloon FIX 1,837 8.125%
3064508 11/5/98 10/5/13 425,000 417,507 Fully Amortizing FIX 4,062 8.000%
3064516 11/15/98 10/15/13 446,250 438,382 Fully Amortizing FIX 4,265 8.000%
3064524 12/1/98 10/1/13 380,000 373,300 Fully Amortizing FIX 3,631 8.000%
3064540 11/1/98 10/1/13 510,000 499,587 Fully Amortizing FIX 4,911 8.125%
3064599 12/1/98 11/1/08 380,000 378,483 334,761 Balloon FIX 2,821 8.125%
3064607 11/10/98 10/10/03 560,000 554,200 491,551 Balloon FIX 4,684 8.000%
3064615 11/5/98 10/5/13 325,000 319,454 Fully Amortizing FIX 3,177 8.375%
3064623 12/1/98 11/1/08 204,000 202,638 164,181 Balloon FIX 1,541 7.750%
3064631 11/1/98 10/1/13 300,000 293,941 Fully Amortizing FIX 2,910 8.250%
3064656 11/1/98 10/1/08 225,000 223,276 181,662 Balloon FIX 1,718 7.875%
3064664 11/1/98 10/1/05 225,000 223,310 198,886 Balloon FIX 1,737 8.000%
3064672 11/1/98 10/1/05 225,000 223,310 198,886 Balloon FIX 1,737 8.000%
3064680 11/1/98 10/1/06 600,000 595,494 516,728 Balloon FIX 4,631 8.000%
3064698 11/1/98 10/1/08 600,000 595,311 482,885 Balloon FIX 4,532 7.750%
3064755 11/5/98 10/5/08 533,000 529,581 431,704 Balloon FIX 4,114 8.000%
3064821 11/1/98 10/1/08 425,000 408,520 Fully Amortizing FIX 5,185 8.125%
3064854 11/1/98 10/1/08 345,000 343,428 304,684 Balloon FIX 2,592 8.250%
3064862 12/1/98 11/1/08 240,000 239,089 212,473 Balloon FIX 1,824 8.375%
3064896 12/1/98 11/1/08 472,500 469,408 381,493 Balloon FIX 3,608 7.875%
3064904 11/1/98 10/1/08 1,200,000 1,190,622 965,768 Balloon FIX 9,064 7.750%
3064946 12/1/98 11/1/13 261,000 256,497 Fully Amortizing FIX 2,532 8.250%
3064953 12/1/98 11/1/08 750,000 745,091 605,545 Balloon FIX 5,727 7.875%
3065018 11/1/98 10/1/13 129,267 126,874 Fully Amortizing FIX 1,330 9.250%
3065034 11/15/98 10/15/13 600,000 589,422 Fully Amortizing FIX 5,734 8.000%
3065075 11/1/98 10/1/13 1,149,117 1,124,886 Fully Amortizing FIX 10,816 7.750%
3065166 12/1/98 11/1/13 471,660 463,344 Fully Amortizing FIX 4,507 8.000%
3065208 12/1/98 11/1/03 243,000 241,954 230,731 Balloon FIX 1,741 7.750%
3065232 11/1/98 10/1/08 661,787 658,535 580,036 Balloon FIX 4,798 7.875%
3065273 12/1/98 11/1/08 100,000 93,336 Fully Amortizing FIX 1,267 9.000%
3065299 12/1/98 11/1/13 110,000 108,319 Fully Amortizing FIX 1,157 9.625%
3073038 12/1/98 11/1/08 450,000 448,063 393,381 Balloon FIX 3,224 7.750%
3073046 12/1/98 11/1/13 270,000 265,291 Fully Amortizing FIX 2,600 8.125%
3073095 12/1/98 11/1/05 200,000 198,817 178,209 Balloon FIX 1,610 8.500%
3073194 12/1/98 11/1/08 186,000 185,276 164,264 Balloon FIX 1,397 8.250%
3074887 12/1/98 11/1/13 250,000 245,406 Fully Amortizing FIX 2,351 7.625%
3100385 11/1/92 10/1/12 530,000 476,225 187,866 Balloon FIX 4,623 9.480%
3100609 9/1/92 8/1/02 1,800,000 1,373,565 1,152,790 Balloon 6ML 14,149 7.875%
3100625 5/1/93 4/1/08 75,000 56,660 Fully Amortizing 6ML 791 9.625%
3100633 12/1/92 11/1/02 200,000 88,929 Fully Amortizing FIX 2,440 8.125%
3101169 10/1/93 8/1/03 1,100,000 1,004,146 898,992 Balloon FIX 8,673 8.250%
3101185 11/1/93 10/1/05 270,000 176,514 Fully Amortizing 6CD 2,938 8.000%
3101219 1/1/94 12/1/03 395,000 368,380 337,389 Balloon 6CD 2,972 8.125%
3101235 2/1/94 1/1/09 175,000 155,707 85,690 Balloon 6CD 1,513 8.625%
3101243 3/1/94 2/1/08 265,000 196,022 Fully Amortizing 6CD 2,502 7.000%
3101268 4/1/94 3/1/04 475,000 416,243 331,562 Balloon 6CD 4,001 8.000%
3101326 5/1/94 4/1/01 855,000 750,057 699,881 Balloon FIX 7,350 8.370%
3101342 5/1/94 4/1/04 275,000 256,766 229,412 Balloon FIX 2,355 9.250%
3101359 6/1/94 5/1/09 500,000 397,081 Fully Amortizing 6CD 4,923 8.500%
3101441 7/1/94 6/1/04 385,000 329,108 271,496 Balloon FIX 3,264 9.125%
3101573 10/5/94 9/5/04 725,000 684,943 609,753 Balloon FIX 6,397 9.625%
3101623 10/5/94 9/5/04 950,000 897,512 798,987 Balloon FIX 8,383 9.625%
3101789 1/1/95 12/1/04 150,000 145,277 135,779 Balloon FIX 1,275 9.625%
3101821 2/1/95 1/1/05 585,000 567,426 530,601 Balloon FIX 5,026 9.750%
3101938 5/1/95 4/1/02 370,000 196,203 119,624 Balloon FIX 3,620 10.200%
3101961 7/1/95 6/1/05 885,000 834,306 717,213 Balloon FIX 6,834 8.000%
3102100 10/1/95 9/1/10 412,500 391,295 261,055 Balloon 6CD 3,099 7.625%
3102118 10/1/95 9/1/10 1,400,000 1,199,271 Fully Amortizing FIX 13,684 8.375%
3102175 1/1/96 11/1/02 465,000 443,495 414,820 Balloon FIX 3,729 8.450%
3102191 11/1/95 10/1/02 1,275,000 1,211,784 1,133,410 Balloon FIX 10,138 8.350%
3102217 12/1/95 11/1/05 1,085,000 999,555 760,619 Balloon FIX 9,330 8.375%
3102225 1/1/96 12/1/10 210,000 182,968 Fully Amortizing 6CD 2,048 8.250%
3102290 2/1/96 1/1/06 990,000 940,918 797,377 Balloon FIX 7,497 7.780%
3102324 2/1/96 1/1/06 700,000 679,045 616,665 Balloon FIX 5,197 8.125%
3102332 3/1/96 2/1/06 337,500 327,452 296,569 Balloon FIX 2,476 8.000%
3102340 3/1/96 2/1/06 250,000 169,376 93,593 Balloon FIX 1,878 8.250%
3102357 3/1/96 2/1/06 300,000 286,507 244,500 Balloon FIX 2,365 8.250%
3102365 4/1/96 3/1/06 300,000 291,725 264,942 Balloon FIX 2,254 8.250%
3102381 3/1/96 2/1/06 250,000 239,941 207,389 Balloon FIX 2,098 9.000%
3102407 4/1/96 3/1/06 127,500 122,614 106,068 Balloon FIX 1,081 9.125%
3102415 2/1/93 1/1/06 1,408,000 1,407,628 1,194,939 Balloon FIX 11,301 7.875%
3102423 4/1/96 3/1/06 250,000 225,674 180,392 Balloon FIX 1,971 8.250%
3102449 4/1/96 3/1/06 500,000 477,760 406,243 Balloon FIX 3,901 8.125%
3102498 4/1/96 3/1/06 250,000 243,104 220,785 Balloon FIX 1,878 8.250%
3102506 4/1/96 3/1/06 701,250 670,477 562,785 Balloon FIX 5,211 7.490%
3102514 4/1/96 3/1/06 862,500 824,650 692,196 Balloon FIX 6,409 7.490%
3102522 5/1/96 4/1/06 730,000 698,736 596,873 Balloon FIX 5,952 8.650%
3102530 5/1/96 4/1/03 725,000 693,711 642,167 Balloon FIX 5,656 8.125%
3102563 5/1/96 4/1/06 300,000 241,162 142,090 Balloon FIX 2,603 8.500%
3102597 6/1/96 5/1/03 625,000 609,536 582,424 Balloon FIX 4,806 8.500%
3102605 6/1/96 5/1/01 1,250,000 1,156,830 1,089,376 Balloon FIX 10,553 8.125%
3102688 7/1/96 6/1/06 280,000 270,955 235,491 Balloon FIX 2,471 9.625%
3102696 7/1/96 6/1/06 168,000 159,169 141,410 Balloon FIX 1,537 10.500%
3102738 7/1/96 6/1/06 250,000 200,237 139,414 Balloon FIX 2,079 9.375%
3102746 8/1/96 7/1/06 400,000 392,168 360,580 Balloon FIX 3,327 9.375%
3102753 8/1/96 7/1/11 500,000 447,080 Fully Amortizing FIX 4,924 8.500%
3102837 9/1/96 8/1/01 300,000 159,950 123,121 Balloon FIX 2,577 9.750%
3102845 9/1/96 8/1/06 425,000 417,152 383,917 Balloon FIX 3,574 9.500%
3102878 10/1/96 9/1/06 616,000 603,882 551,705 Balloon FIX 4,956 9.000%
3102910 10/1/96 9/1/11 125,000 110,493 Fully Amortizing 6CD 1,192 8.250%
3102928 10/1/96 9/1/11 175,000 158,220 Fully Amortizing 6CD 1,707 8.250%
3102936 10/1/96 9/1/11 175,000 158,220 Fully Amortizing 6CD 1,707 8.250%
3102951 11/1/96 10/1/06 206,000 203,243 189,637 Balloon FIX 1,923 10.750%
3102969 11/1/96 10/1/06 300,000 291,721 252,979 Balloon FIX 2,673 9.750%
3103017 11/1/96 10/1/11 525,000 473,394 Fully Amortizing FIX 5,001 7.920%
3103025 12/1/96 11/1/06 326,625 321,209 295,052 Balloon FIX 2,746 9.500%
3103058 12/1/96 11/1/03 65,700 59,295 52,489 Balloon FIX 632 10.750%
3103173 2/1/97 1/1/12 900,000 821,753 Fully Amortizing FIX 8,731 8.250%
3103207 2/1/97 1/1/04 385,000 374,549 346,287 Balloon FIX 3,264 9.125%
3103231 2/1/97 1/1/12 165,000 152,504 Fully Amortizing FIX 1,773 10.000%
3103280 6/1/97 5/1/07 1,500,000 1,476,319 1,331,143 Balloon FIX 11,534 8.500%
3103298 5/1/97 4/1/07 1,400,000 1,296,724 687,237 Balloon FIX 14,001 8.760%
3103330 5/1/97 4/1/07 531,000 518,771 444,193 Balloon FIX 4,593 9.375%
3103389 6/1/97 5/1/12 425,000 392,433 Fully Amortizing FIX 4,374 9.250%
3103397 7/1/97 6/1/07 168,000 161,788 118,909 Balloon 6CD 1,475 8.625%
3103439 6/1/97 5/1/12 280,000 261,764 Fully Amortizing FIX 2,966 9.750%
3103454 7/1/97 6/1/07 212,000 207,623 189,785 Balloon FIX 1,999 10.875%
3103462 7/1/97 7/1/07 1,432,500 1,407,415 1,245,231 Balloon FIX 10,652 8.067%
3103470 7/1/97 6/1/04 570,000 545,932 459,060 Balloon FIX 4,580 7.430%
3103496 9/1/97 8/1/12 211,500 199,348 Fully Amortizing FIX 2,209 9.500%
3103546 9/1/97 8/1/12 450,000 421,944 Fully Amortizing FIX 4,431 8.500%
3201225 2/1/87 1/1/12 130,000 102,147 Fully Amortizing PRM 1,188 10.000%
3202108 5/1/96 4/1/06 577,409 456,467 Fully Amortizing FIX 7,671 10.125%
3202413 2/1/91 12/1/03 500,000 269,621 Fully Amortizing FIX 5,936 8.500%
3202520 4/1/96 3/1/06 690,000 545,443 305,341 Balloon FIX 6,256 9.000%
3202538 1/1/87 1/1/07 1,125,000 664,907 Fully Amortizing 6ML 9,484 7.375%
3202611 11/29/82 7/1/03 700,000 385,000 246,623 Balloon 6ML 4,930 7.875%
4537718 6/1/95 5/1/05 535,000 501,931 429,480 Balloon 6ML 4,000 7.625%
4537734 4/1/96 3/1/06 810,000 777,770 670,029 Balloon FIX 6,728 8.875%
4537825 6/1/95 5/1/10 655,000 550,503 Fully Amortizing 6ML 6,210 7.750%
4537858 7/1/95 6/1/05 500,000 474,519 413,597 Balloon FIX 4,153 8.875%
4537874 5/1/95 7/1/00 250,000 180,388 164,239 Balloon FIX 2,648 9.750%
4537882 9/1/95 8/1/05 227,000 196,429 114,819 Balloon FIX 2,388 9.625%
4537890 6/1/95 5/1/05 415,000 375,775 287,350 Balloon FIX 3,554 8.250%
4537990 11/1/97 10/1/07 1,387,500 1,361,825 1,147,734 Balloon FIX 11,525 8.875%
4538005 7/1/95 6/1/05 250,000 229,001 178,476 Balloon FIX 2,249 9.000%
4538021 9/1/95 8/1/05 310,000 266,730 154,131 Balloon FIX 3,167 9.125%
4538070 12/1/95 11/1/05 79,671 74,121 57,678 Balloon FIX 743 9.500%
4538203 7/1/95 6/1/05 210,000 188,707 143,551 Balloon 6ML 1,713 7.750%
4538260 1/1/96 12/1/05 245,000 227,467 174,906 Balloon FIX 2,204 9.000%
4538294 10/1/96 9/1/11 650,000 585,517 Fully Amortizing 6ML 6,196 7.875%
4538369 8/1/95 7/1/05 950,000 669,007 Fully Amortizing FIX 11,401 7.750%
4538419 9/1/95 8/1/10 200,000 170,281 Fully Amortizing 6ML 1,883 7.625%
4538484 8/1/95 7/1/05 520,000 479,658 376,456 Balloon FIX 4,847 9.500%
4538542 11/1/95 10/1/05 850,000 808,544 689,427 Balloon 6ML 6,520 7.875%
4538567 10/1/95 5/1/06 262,500 253,224 218,984 Balloon FIX 2,248 9.250%
4538591 3/1/96 2/1/06 225,000 209,164 158,899 Balloon FIX 1,970 8.625%
4538658 9/1/95 8/1/05 178,000 149,810 83,593 Balloon 6ML 1,681 7.875%
4538708 12/1/95 11/1/05 350,000 319,715 241,182 Balloon R LIBOR 2,915 8.000%
4538765 2/1/96 1/1/06 500,000 387,645 308,468 Balloon 6ML 3,201 7.500%
4538831 8/1/95 7/1/05 182,000 167,880 131,758 Balloon FIX 1,696 9.500%
4538914 12/1/95 11/1/05 244,000 224,437 168,565 Balloon 6ML 2,012 7.750%
4538955 11/1/95 10/1/05 1,088,000 1,033,096 877,026 Balloon 6ML 8,168 7.625%
4538971 10/1/95 9/1/10 670,000 576,453 Fully Amortizing FIX 6,696 8.750%
4538989 8/1/96 5/1/06 528,000 325,640 241,814 Balloon 6ML 2,839 7.625%
4539003 9/1/95 8/1/05 905,000 839,355 661,865 Balloon FIX 8,659 9.875%
4539037 1/1/96 12/1/10 337,500 294,091 Fully Amortizing FIX 3,373 8.750%
4539110 11/1/95 10/1/05 675,000 620,467 467,175 Balloon 6ML 5,576 7.750%
4539177 1/1/97 12/1/06 960,000 906,275 742,859 Balloon FIX 7,808 8.620%
4539243 10/1/95 9/1/05 245,000 212,289 122,870 Balloon FIX 2,540 9.375%
4539268 12/1/96 8/1/11 800,000 729,857 32,082 Balloon FIX 8,174 9.125%
4539334 9/1/95 8/1/05 220,000 200,806 150,783 Balloon 6ML 1,770 7.375%
4539391 1/1/96 12/1/05 956,000 886,645 680,054 Balloon FIX 8,525 8.875%
4539425 11/1/95 10/31/05 173,350 149,302 81,887 Balloon 6ML 1,655 7.875%
4539474 10/1/95 9/1/05 427,500 392,910 301,910 Balloon FIX 3,744 8.625%
4539557 10/1/95 9/1/05 495,000 334,638 227,103 Balloon 6ML 3,310 7.875%
4539763 11/1/95 10/1/05 1,400,000 1,213,082 693,051 Balloon FIX 14,200 9.000%
4539920 11/1/95 10/1/05 170,000 135,729 75,123 Balloon 6ML 1,508 7.875%
4539946 1/1/96 12/1/05 137,500 90,217 Fully Amortizing FIX 1,723 8.750%
4539987 11/1/95 10/1/05 146,277 125,612 69,396 Balloon 6ML 1,376 7.625%
4539995 1/1/96 12/1/02 225,000 167,138 141,223 Balloon 6ML 1,619 7.750%
4540019 12/1/95 11/1/10 700,000 607,417 Fully Amortizing FIX 6,996 8.750%
4540027 12/1/95 11/1/03 201,000 130,127 Fully Amortizing FIX 2,932 8.875%
4540050 1/1/97 12/1/06 963,000 795,066 Fully Amortizing FIX 11,528 7.625%
4540084 1/1/96 12/1/05 600,000 574,729 500,295 Balloon FIX 5,187 9.375%
4540282 3/1/96 2/1/06 304,966 225,471 Fully Amortizing 6ML 3,593 7.625%
4540308 11/1/95 10/1/05 365,000 268,336 Fully Amortizing FIX 4,550 8.625%
4540324 4/1/96 3/1/01 170,000 149,592 135,733 Balloon FIX 1,674 8.500%
4540340 12/1/95 11/1/02 190,000 176,580 158,490 Balloon FIX 1,756 9.375%
4540399 2/1/96 1/1/06 258,000 246,495 209,250 Balloon 6ML 1,979 7.875%
4540563 2/1/96 1/1/06 165,000 152,909 117,321 Balloon FIX 1,479 9.000%
4540571 11/1/96 10/1/06 469,000 445,956 339,533 Balloon FIX 4,372 9.500%
4540597 3/1/96 2/1/06 541,000 498,987 366,807 Balloon 6ML 4,258 7.125%
4540894 2/1/96 1/1/06 420,000 368,919 208,822 Balloon FIX 4,291 9.125%
4540902 6/1/96 5/1/06 970,000 903,266 675,523 Balloon FIX 8,254 8.250%
4541116 1/1/96 12/1/05 730,000 675,578 515,541 Balloon FIX 6,393 8.625%
4541199 4/1/96 3/1/06 1,000,000 955,521 812,487 Balloon FIX 7,801 8.125%
4541215 4/1/96 3/1/06 168,000 156,356 116,930 Balloon 6ML 1,411 8.000%
4541298 10/1/96 9/1/11 445,000 404,252 Fully Amortizing FIX 4,647 9.500%
4541330 3/1/96 2/1/11 125,625 110,372 Fully Amortizing FIX 1,256 8.750%
4541389 3/1/96 2/1/04 1,300,000 1,137,773 812,588 Balloon FIX 12,707 8.375%
4541397 4/1/96 3/1/06 600,000 462,189 Fully Amortizing FIX 7,479 8.625%
4541421 4/1/96 3/1/06 1,087,500 1,040,011 886,310 Balloon FIX 8,574 8.250%
4541439 1/1/97 12/1/11 291,450 267,085 Fully Amortizing FIX 3,000 9.250%
4541447 4/1/96 3/1/11 228,000 201,376 Fully Amortizing FIX 2,296 8.875%
4541454 4/1/96 3/1/06 410,115 381,294 284,365 Balloon 6ML 3,413 7.875%
4541462 4/1/96 3/1/06 350,297 335,263 283,782 Balloon 6ML 2,684 7.875%
4541512 5/1/96 4/1/11 240,000 213,815 Fully Amortizing FIX 2,488 9.375%
4541587 7/1/96 6/1/06 850,000 794,530 586,704 Balloon 6ML 7,003 7.750%
4541652 3/1/96 2/1/06 260,000 249,341 215,071 Balloon FIX 2,160 8.875%
4541678 5/1/96 4/1/06 157,600 151,069 127,689 Balloon 6ML 1,208 7.875%
4541702 4/1/96 3/1/06 525,000 490,106 373,461 Balloon FIX 4,681 8.875%
4541843 10/1/97 6/1/06 301,000 280,810 206,158 Balloon 6ML 2,434 7.500%
4541975 6/1/96 5/1/11 700,000 620,091 Fully Amortizing FIX 6,832 8.350%
4542346 5/1/96 4/1/06 145,000 134,875 99,785 Balloon 6ML 1,184 7.625%
4542387 5/1/96 4/1/06 250,000 220,215 118,462 Balloon 6ML 2,349 7.625%
4542460 6/1/96 5/1/06 143,695 133,969 99,160 Balloon 6ML 1,184 7.750%
4542619 7/1/96 6/1/06 850,000 794,373 586,589 Balloon 6ML 7,001 7.750%
4542635 6/1/96 5/1/11 318,000 282,619 Fully Amortizing FIX 3,177 8.750%
4542668 7/1/96 6/1/06 602,000 575,996 479,576 Balloon 6ML 4,364 7.250%
4542734 3/1/97 2/1/07 366,773 357,022 304,260 Balloon FIX 3,078 9.000%
4542759 6/1/96 5/1/06 240,000 50,802 Fully Amortizing 6ML 785 7.750%
4542965 7/1/96 6/1/06 175,000 138,120 Fully Amortizing 6ML 2,134 8.000%
4542981 10/1/97 7/1/06 500,000 470,319 347,743 Balloon FIX 4,168 7.875%
4543179 8/1/96 7/1/06 170,000 148,950 79,169 Balloon 6ML 1,593 7.875%
4543187 11/1/96 10/1/06 575,000 337,552 280,085 Balloon 6ML 2,569 7.375%
4543336 10/1/96 9/1/06 450,000 423,534 309,658 Balloon 6ML 3,676 7.625%
4543393 8/1/96 7/1/03 395,000 380,311 349,718 Balloon 6ML 3,027 7.875%
4543419 10/1/96 9/1/01 162,860 146,785 130,923 Balloon FIX 1,677 9.375%
4543427 7/1/96 6/1/06 600,000 559,755 410,946 Balloon 6ML 4,851 7.500%
4543468 8/1/96 7/1/06 250,000 198,560 Fully Amortizing 6ML 3,004 7.625%
4543666 9/1/96 8/1/06 718,800 696,663 602,923 Balloon FIX 6,280 9.500%
4543708 12/1/96 11/1/06 150,000 124,458 Fully Amortizing FIX 1,931 9.375%
4543732 10/1/96 9/1/11 465,000 420,744 Fully Amortizing FIX 4,716 9.000%
4543740 2/1/97 1/1/07 182,000 173,545 129,930 Balloon FIX 1,638 9.000%
4543781 6/1/97 5/1/07 850,000 788,578 407,209 Balloon 6ML 8,147 8.000%
4543906 7/1/97 6/1/07 390,000 365,005 195,589 Balloon FIX 4,043 9.375%
4543914 9/1/96 9/1/06 290,000 280,847 241,598 Balloon FIX 2,483 9.250%
4543922 5/1/97 4/1/07 448,000 415,579 221,777 Balloon FIX 4,544 9.000%
4543955 1/1/97 12/1/04 545,250 417,455 Fully Amortizing FIX 7,847 8.500%
4543997 12/1/96 11/1/06 1,450,000 1,321,621 717,802 Balloon FIX 14,707 9.000%
4544003 12/1/96 11/1/06 250,000 203,485 76,349 Balloon FIX 2,536 9.000%
4544045 9/1/96 8/1/06 165,000 147,797 78,178 Balloon 6ML 1,550 7.625%
4544052 9/1/96 8/1/06 240,000 225,046 167,329 Balloon FIX 2,042 8.250%
4544201 10/1/96 10/1/06 800,000 771,712 654,260 Balloon FIX 6,433 8.500%
4544219 10/1/96 9/1/06 400,000 358,010 185,933 Balloon 6ML 3,642 7.125%
4544235 10/1/96 9/1/06 210,000 178,692 128,742 Balloon 6ML 1,567 7.625%
4544276 1/1/97 12/1/06 175,000 160,370 87,386 Balloon FIX 1,801 9.250%
4544318 10/1/96 9/1/06 180,000 128,913 60,012 Balloon 6ML 1,415 7.625%
4544441 1/1/97 12/1/06 280,000 266,036 197,235 Balloon FIX 2,434 8.500%
4544466 3/1/97 11/1/06 400,000 336,219 18,896 Balloon 6ML 4,799 7.625%
4544482 2/1/97 1/1/07 615,000 532,322 372,950 Balloon 6ML 4,486 7.125%
4544565 11/1/96 10/1/06 460,000 443,283 367,815 Balloon 6ML 3,373 7.375%
4544672 11/1/96 10/1/06 350,000 333,050 254,251 Balloon FIX 3,291 9.625%
4544714 11/1/96 10/1/06 215,000 196,374 109,211 Balloon FIX 2,278 9.750%
4544961 12/1/96 11/1/06 554,550 528,290 401,468 Balloon FIX 5,169 9.500%
4545018 12/1/96 11/1/06 327,000 268,357 Fully Amortizing 6ML 3,941 7.750%
4545067 5/1/98 4/1/08 240,000 236,845 196,787 Balloon FIX 1,933 8.500%
4545075 9/1/97 8/1/07 1,125,000 985,788 Fully Amortizing FIX 13,571 7.875%
4545224 1/1/97 12/1/06 1,200,000 1,163,419 986,867 Balloon FIX 9,764 8.625%
4545281 2/1/97 1/1/07 700,000 662,443 473,900 Balloon 6ML 5,502 7.125%
4545497 2/1/97 1/1/07 500,000 417,097 Fully Amortizing FIX 6,133 8.250%
4545562 2/1/97 1/1/07 400,000 387,064 319,780 Balloon 6ML 2,933 7.375%
4545612 1/1/97 12/1/06 547,000 530,642 451,167 Balloon FIX 4,497 8.750%
4545646 9/1/97 8/1/07 397,500 383,200 279,693 Balloon FIX 3,450 8.500%
4545653 4/1/97 3/1/07 220,000 211,118 159,269 Balloon FIX 2,051 9.500%
4545679 2/1/97 1/1/07 600,000 565,679 424,720 Balloon FIX 5,382 9.125%
4545687 3/1/97 2/1/12 240,000 221,468 Fully Amortizing FIX 2,470 9.250%
4545737 2/15/97 1/15/07 1,462,500 1,415,477 1,161,419 Balloon 6ML 10,488 7.125%
4545752 7/1/97 6/1/07 280,000 269,973 202,010 Balloon FIX 2,587 9.375%
4545877 2/15/97 1/15/07 1,150,000 967,273 Fully Amortizing FIX 14,142 8.310%
4545935 3/1/97 2/1/11 186,800 170,603 Fully Amortizing FIX 2,001 9.375%
4545976 3/1/97 2/1/07 500,750 485,118 400,220 Balloon 6ML 3,671 7.375%
4546115 7/1/97 6/1/07 650,000 621,909 441,267 Balloon 6ML 5,151 7.250%
4546164 2/1/97 1/1/07 345,000 263,922 196,513 Balloon 6ML 2,177 7.375%
4546214 5/1/97 4/1/07 550,000 528,419 396,803 Balloon FIX 5,082 9.375%
4546248 4/1/97 3/1/07 999,000 949,199 675,869 Balloon 6ML 7,846 7.125%
4546388 3/1/97 2/1/07 150,000 153,588 117,844 Balloon FIX 1,481 9.500%
4546396 4/1/97 3/1/07 645,000 635,174 578,952 Balloon FIX 5,248 9.125%
4546420 5/1/97 4/1/07 600,000 575,398 428,340 Balloon FIX 5,398 9.000%
4546438 2/1/97 1/1/07 250,000 226,534 117,903 Balloon FIX 2,536 9.000%
4546560 3/1/97 2/1/02 240,000 232,220 220,212 Balloon 6ML 1,721 7.125%
4546693 4/1/97 3/1/07 600,000 574,316 428,340 Balloon FIX 5,398 9.000%
4546727 2/1/98 1/1/13 1,500,000 1,472,065 946,019 Balloon FIX 11,251 7.670%
4546842 7/1/97 6/1/07 117,000 102,614 53,196 Balloon 6ML 1,071 8.250%
4547006 5/1/98 2/1/13 1,137,445 1,090,685 Fully Amortizing FIX 10,689 7.625%
4547014 4/1/97 3/1/07 445,906 412,216 220,739 Balloon FIX 4,523 9.000%
4547139 5/1/97 4/1/12 850,000 791,504 Fully Amortizing FIX 8,940 9.625%
4547162 5/1/97 4/1/04 191,719 173,737 116,745 Balloon FIX 2,075 8.875%
4547246 5/1/97 4/1/07 596,250 581,686 494,626 Balloon FIX 5,004 9.000%
4547261 5/1/97 4/1/12 700,000 649,342 Fully Amortizing FIX 7,100 9.000%
4547360 6/1/97 5/1/07 565,772 544,230 406,764 Balloon FIX 5,182 9.250%
4547394 3/1/98 2/1/08 500,000 446,865 267,227 Balloon FIX 4,221 8.125%
4547402 7/1/97 6/1/07 240,000 231,712 189,564 Balloon 6ML 1,725 7.250%
4547410 11/1/97 10/1/07 300,000 290,588 212,639 Balloon FIX 2,651 8.750%
4547436 6/1/97 5/1/07 1,500,000 1,464,686 1,242,927 Balloon FIX 12,537 8.950%
4547469 6/1/97 5/1/07 143,000 124,247 Fully Amortizing FIX 1,864 9.670%
4547501 7/15/97 6/15/02 925,000 863,373 730,837 Balloon 6ML 8,675 7.625%
4547568 5/1/97 4/1/12 190,000 165,547 Fully Amortizing 6ML 1,726 7.875%
4547634 4/1/98 3/1/08 740,600 729,867 605,430 Balloon FIX 5,901 8.375%
4547683 9/1/98 8/1/08 232,000 229,960 190,794 Balloon FIX 1,888 8.625%
4547709 8/1/97 7/1/07 450,000 407,317 277,440 Balloon 6ML 3,412 7.125%
4547733 7/1/97 6/1/07 1,146,324 1,098,012 784,266 Balloon 6ML 9,258 7.500%
4547865 8/1/97 7/1/12 325,719 306,034 Fully Amortizing FIX 3,401 9.500%
4547881 8/1/97 7/1/07 850,000 828,108 674,597 Balloon 6ML 6,092 7.125%
4547899 8/1/97 7/1/07 945,000 923,284 774,852 Balloon FIX 7,609 8.500%
4547907 8/1/97 7/1/07 750,000 723,641 537,326 Balloon FIX 6,808 9.125%
4547931 8/1/98 7/1/08 500,000 491,891 353,111 Balloon FIX 4,379 8.625%
4547998 3/1/98 2/1/08 1,034,000 1,018,514 850,350 Balloon FIX 8,413 8.625%
4548012 7/1/97 6/1/07 300,000 288,408 210,009 Balloon 6ML 2,562 8.250%
4548111 7/15/97 6/15/07 122,500 107,455 Fully Amortizing 6ML 1,518 8.375%
4548129 9/1/97 8/1/07 507,000 496,133 416,951 Balloon FIX 4,125 8.625%
4548236 2/1/98 1/1/08 1,415,000 1,271,808 Fully Amortizing FIX 17,829 8.875%
4548251 8/1/97 7/1/07 750,000 733,098 616,792 Balloon FIX 6,103 8.625%
4548509 3/1/98 2/1/08 420,000 409,892 314,232 Balloon FIX 3,451 8.250%
4548525 9/1/97 8/1/07 235,000 219,675 110,049 Balloon 6ML 2,169 7.375%
4548566 9/1/97 8/1/12 78,000 73,235 Fully Amortizing FIX 780 8.750%
4548608 10/1/97 9/1/07 570,000 557,577 458,167 Balloon 6ML 4,267 7.625%
4548715 9/1/97 8/1/07 898,000 879,856 744,948 Balloon FIX 7,536 9.000%
4548939 10/1/97 9/1/02 280,000 270,855 248,637 Balloon FIX 2,497 8.875%
4548947 3/1/98 2/1/08 523,000 510,044 369,353 Balloon FIX 4,580 8.625%
4548970 2/1/98 1/1/08 325,000 309,679 157,366 Balloon FIX 3,177 8.375%
7100324 1/1/78 12/1/07 92,000 52,362 Fully Amortizing FIX 774 9.500%
7100373 6/1/79 5/1/09 80,000 62,950 18,690 Balloon FIX 845 12.500%
7100381 7/1/79 6/1/09 116,000 80,558 Fully Amortizing FIX 1,105 11.000%
7101173 8/1/81 7/1/11 203,100 167,094 Fully Amortizing FIX 2,366 13.750%
7101397 3/1/76 4/1/01 206,000 104,609 82,970 Balloon FIX 1,732 9.500%
7101439 7/1/77 6/1/02 97,500 54,725 38,694 Balloon FIX 820 9.500%
7101967 7/15/77 6/15/02 195,000 58,452 Fully Amortizing FIX 1,842 10.500%
7102940 7/1/97 6/1/07 1,170,000 1,120,690 800,463 Balloon 6ML 9,449 7.500%
7103765 5/1/87 12/1/02 475,000 337,257 237,082 Balloon FIX 4,567 9.000%
7104607 6/1/94 5/1/04 1,100,000 888,827 703,897 Balloon 6ML 8,494 8.000%
7105513 9/1/91 8/1/01 300,000 87,912 18,749 Balloon FIX 3,199 11.500%
8310633 5/1/90 4/1/00 140,000 50,057 37,135 Balloon 6ML 1,643 9.500%
8311110 4/1/91 3/1/01 150,000 135,467 130,217 Balloon FIX 1,497 11.250%
8311136 8/1/90 7/1/00 325,000 304,385 300,197 Balloon FIX 3,095 11.000%
8311524 9/1/90 8/1/00 180,000 89,559 69,138 Balloon FIX 2,228 11.500%
8311664 10/1/90 9/1/00 206,250 129,631 110,900 Balloon FIX 2,409 11.500%
8311722 11/1/92 10/1/02 375,000 91,638 Fully Amortizing FIX 2,572 8.250%
8311896 7/1/91 6/1/01 160,000 101,079 89,722 Balloon 6ML 1,132 8.250%
8311946 12/1/90 11/1/00 425,000 267,799 224,470 Balloon FIX 4,692 10.375%
8312274 5/1/91 4/1/01 300,000 282,446 275,908 Balloon FIX 2,800 10.750%
8312308 4/1/91 3/1/01 305,000 251,466 237,358 Balloon 6ML 2,177 7.375%
8312498 2/1/92 1/1/02 150,000 123,927 109,333 Balloon FIX 1,423 9.750%
8312522 5/1/91 4/1/01 300,000 229,332 205,723 Balloon 6ML 2,415 7.375%
8312597 4/1/92 3/1/02 500,000 357,154 305,465 Balloon FIX 4,204 9.500%
8312605 4/1/91 3/1/01 600,000 155,246 Fully Amortizing FIX 7,632 8.310%
8312639 8/1/91 7/1/01 725,000 643,888 606,548 Balloon FIX 6,781 10.125%
8312647 10/1/91 9/1/01 632,000 572,112 547,405 Balloon 6ML 4,360 7.375%
8312670 6/1/91 12/1/04 500,000 194,125 Fully Amortizing 6ML 3,579 7.750%
8312761 9/1/91 8/1/01 196,000 66,408 Fully Amortizing FIX 2,700 11.000%
8312977 7/1/91 6/1/01 197,150 179,565 173,120 Balloon 6ML 1,446 8.000%
8313173 10/1/91 9/1/01 330,000 283,823 264,461 Balloon 6ML 2,463 7.625%
8313215 1/1/92 12/1/01 500,000 306,260 223,757 Balloon 6ML 4,423 7.500%
8313413 11/1/91 10/1/01 270,000 245,770 236,310 Balloon FIX 2,048 8.500%
8313504 11/1/91 10/1/01 620,000 557,757 526,869 Balloon FIX 5,689 10.125%
8313579 9/1/91 8/1/01 750,000 642,704 600,193 Balloon 6ML 5,593 7.625%
8313686 10/1/91 9/1/01 485,000 300,916 225,161 Balloon 6ML 4,437 7.375%
8313751 12/1/91 11/1/01 450,000 368,389 326,894 Balloon FIX 4,231 9.625%
8313843 12/1/91 11/1/01 175,000 145,296 129,674 Balloon FIX 1,733 10.375%
8313884 11/1/91 10/1/01 175,700 161,136 154,619 Balloon 6ML 1,303 8.125%
8313918 1/1/92 12/1/01 322,000 287,508 269,358 Balloon FIX 2,785 9.375%
8314015 2/1/92 1/1/02 294,000 123,512 112,728 Balloon 6ML 1,076 7.375%
8314130 11/1/91 10/1/01 131,938 84,713 63,310 Balloon 6ML 1,270 8.125%
8314163 5/1/93 4/1/03 486,465 443,073 401,239 Balloon FIX 3,999 8.750%
8314254 1/1/92 12/1/01 243,750 221,860 211,523 Balloon 6ML 1,701 7.500%
8314320 11/1/92 10/1/02 416,000 288,653 260,751 Balloon 6ML 2,391 7.375%
8314452 5/1/92 4/1/02 220,000 198,985 185,806 Balloon FIX 2,015 10.125%
8314585 10/1/92 9/1/02 600,000 485,239 407,766 Balloon 6ML 4,840 7.625%
8314593 8/1/92 7/1/02 580,000 510,688 464,864 Balloon 6ML 4,296 7.500%
8314601 7/1/92 6/1/02 450,000 304,207 212,718 Balloon 6ML 4,230 7.750%
8314635 7/1/92 6/1/07 645,000 565,634 401,338 Balloon 6ML 4,685 7.250%
8314767 1/1/94 12/1/03 637,000 447,452 401,010 Balloon FIX 4,057 9.000%
8314890 10/1/92 9/1/02 329,000 291,761 265,403 Balloon 6ML 2,510 7.875%
8314916 11/1/92 10/1/02 600,000 498,729 419,528 Balloon FIX 5,059 8.000%
8315087 7/1/92 6/1/02 684,000 555,048 473,452 Balloon 6ML 5,713 8.000%
8315202 8/1/92 7/1/02 240,000 107,317 96,445 Balloon 6ML 1,018 8.500%
8315236 12/1/92 11/1/02 725,000 664,292 612,960 Balloon FIX 6,524 9.875%
8315483 10/1/92 9/1/02 200,000 98,693 67,636 Balloon 6ML 1,349 7.875%
8315533 4/1/94 7/1/03 324,000 154,014 138,975 Balloon 6ML 1,426 9.125%
8315665 8/1/93 7/1/03 550,000 506,555 458,824 Balloon FIX 4,710 9.250%
8315707 4/1/93 3/1/03 606,000 442,037 289,700 Balloon 6ML 5,744 7.625%
8315723 4/1/93 3/1/03 922,500 833,462 747,156 Balloon 6ML 6,959 7.625%
8315814 2/1/93 1/1/03 268,000 242,316 221,130 Balloon FIX 2,237 9.000%
8315962 9/1/93 8/1/03 508,000 438,425 361,144 Balloon FIX 4,524 8.740%
8315970 7/1/93 7/1/03 420,000 380,549 339,637 Balloon 6ML 3,246 8.000%
8315988 4/1/93 3/1/03 469,557 320,207 190,432 Balloon 6ML 4,535 7.625%
8315996 4/1/93 3/1/03 241,000 174,111 114,546 Balloon 6ML 2,285 7.875%
8316051 5/1/93 4/1/03 245,000 224,216 203,818 Balloon FIX 2,077 9.125%
8316101 7/1/93 6/1/03 427,000 387,020 346,403 Balloon 6ML 3,301 8.000%
8316135 11/1/93 10/1/03 323,000 294,885 262,536 Balloon FIX 2,547 8.250%
8316275 12/1/92 11/1/02 202,532 132,291 82,952 Balloon 6ML 1,932 8.000%
8316366 12/1/92 11/1/02 192,809 136,112 92,625 Balloon 6ML 1,870 8.375%
8316382 5/1/93 4/1/00 120,000 67,757 65,605 Balloon 6ML 723 9.125%
8316424 9/30/87 11/1/02 164,000 62,345 Fully Amortizing FIX 1,729 8.750%
8316564 4/1/93 3/1/03 235,000 195,022 160,686 Balloon FIX 1,919 7.750%
8316671 5/1/93 4/1/03 200,000 145,879 95,351 Balloon 6ML 1,902 7.875%
8316689 5/1/93 4/1/01 435,000 125,398 Fully Amortizing 6ML 5,877 7.625%
8316713 10/10/89 12/1/02 236,445 170,121 115,331 Balloon 6ML 2,284 8.125%
8316721 8/1/93 7/1/03 300,000 255,409 208,113 Balloon 6ML 2,498 7.875%
8316747 1/15/90 1/1/03 251,176 119,987 Fully Amortizing FIX 3,233 9.375%
8316788 2/1/93 1/1/03 298,000 267,187 241,113 Balloon 6ML 2,280 7.875%
8316804 5/1/93 4/1/03 325,000 240,727 159,481 Balloon FIX 3,248 8.750%
8316887 12/1/96 11/1/06 285,000 269,194 200,025 Balloon FIX 2,467 8.500%
8317000 7/1/96 2/1/03 1,300,000 1,184,542 1,074,175 Balloon FIX 11,277 9.410%
8317042 7/1/93 6/1/03 300,000 192,561 166,731 Balloon 6ML 1,780 8.250%
8317125 6/1/93 5/1/03 309,010 156,635 Fully Amortizing 6ML 3,879 8.750%
8317190 6/1/93 5/1/00 260,000 235,732 230,836 Balloon 6ML 2,051 8.250%
8317208 5/1/93 4/1/03 187,374 94,318 Fully Amortizing 6ML 2,394 9.125%
8317315 8/1/93 7/1/03 147,000 125,150 101,975 Balloon 6ML 1,224 7.875%
8317323 9/1/93 8/1/03 900,000 819,034 729,302 Balloon 6ML 6,897 7.875%
8317398 9/1/93 8/1/03 325,000 297,615 266,562 Balloon 6ML 2,598 8.375%
8317430 12/1/93 11/1/03 250,000 218,572 179,109 Balloon FIX 2,269 9.125%
8317455 12/1/93 11/1/03 450,000 369,766 298,088 Balloon 6ML 3,597 8.000%
8317471 9/1/90 6/1/03 430,717 383,272 333,009 Balloon FIX 3,824 9.250%
8317489 2/1/94 1/1/04 326,000 283,383 226,632 Balloon 6ML 2,720 7.875%
8317505 7/1/94 6/1/04 470,000 376,708 228,353 Balloon 6ML 4,596 8.250%
8317596 8/1/93 7/1/03 300,000 275,483 248,869 Balloon FIX 2,518 9.000%
8317711 8/1/93 7/1/03 348,260 299,911 247,737 Balloon FIX 3,105 8.875%
8317794 10/1/93 9/1/03 650,000 390,097 313,178 Balloon 6ML 4,058 8.625%
8317927 11/1/93 10/1/03 225,000 195,097 159,479 Balloon FIX 1,988 8.750%
8317968 11/1/93 10/1/03 400,000 365,287 324,073 Balloon 6ML 3,065 7.875%
8318024 7/20/90 7/1/03 324,042 170,134 Fully Amortizing FIX 4,083 8.875%
8318123 8/1/93 7/1/03 364,898 297,286 262,217 Balloon FIX 2,736 8.625%
8318164 9/1/93 8/1/00 202,000 174,567 166,905 Balloon 6ML 1,777 8.625%
8318222 2/1/94 1/1/04 1,032,590 906,188 737,168 Balloon FIX 9,290 9.000%
8318388 12/1/93 11/1/03 360,000 305,908 244,497 Balloon FIX 3,067 8.250%
8318404 5/20/88 5/1/03 239,378 121,653 Fully Amortizing FIX 2,970 8.000%
9117524 11/1/78 10/1/07 600,000 358,033 Fully Amortizing FIX 5,298 10.000%
====================================================================================================================================
Totals/Weighted Average $1,178,488,493 $657,893,038 8.533%
====================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Estimated
Remaining Current
Net Maximum Minimum Amortization Interest Original Cut-off Date
Loan Mortgage Gross Interest Interest Next Rate Seasoning Term Accrual Appraisal Date LTV
Number Rate Margin Rate Rate(iii) Reset Date (months) (months) Method Value LTV Ratio Ratio(v)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1200724 8.277% 3.500% 13.375% 8/1/99 57 123 30/360 305,000 48.66 38.55
1200757 9.527% 56 184 30/360 160,000 56.5 45.73
1200773 7.527% 2.750% 9/1/99 56 124 30/360 960,000 56.99 45.47
1200807 9.527% 56 304 30/360 470,000 43.21 35.98
1200815 9.527% 56 304 30/360 845,000 72.53 58.64
1200823 7.527% 2.750% 9/1/99 56 304 30/360 975,000 62.02 51.37
1200856 7.277% 2.500% 8/1/99 57 183 30/360 3,600,000 28.03 22.8
1201045 9.277% 56 244 30/360 3,300,000 42.84 30.33
1201151 9.777% 57 243 30/360 1,900,000 49.75 38.14
1201177 7.777% 3.000% 13.250% 10/1/99 56 304 30/360 500,000 47.97 39.73
1201318 7.247% 2.470% 15.158% 8/1/99 58 243 30/360 1,460,000 63.72 51.68
1201334 8.652% 57 246 30/360 1,640,000 59.53 47.16
1201581 7.527% 2.441% 15.250% 9/1/99 56 244 30/360 3,400,000 42.43 32.1
1202563 7.527% 2.750% 10/1/99 55 125 30/360 1,230,000 33.06 26.89
1202621 8.777% 3.500% 13.750% 11/1/99 55 125 30/360 550,000 19.45 16.45
1202803 8.147% 3.370% 8/1/99 57 183 30/360 430,000 49.32 39.1
1202852 9.527% 2.000% 15.500% 5.500% 7/1/99 131 229 30/360 105,000 59.31 49.12
1203108 7.777% 3.000% 10/1/99 55 305 30/360 1,500,000 26.44 21.38
1203223 8.147% 3.370% 9/1/99 191 171 30/360 790,000 40.23 31.63
1203512 7.602% 2.700% 6/1/99 53 247 30/360 1,450,000 63.03 45.66
1203561 7.402% 2.522% 15.375% 10/1/99 55 125 30/360 1,500,000 54.16 33.85
1203629 7.402% 2.500% 7/1/99 52 188 30/360 1,700,000 69.93 53.61
1203678 9.727% 54 126 30/360 950,000 66.86 52.97
1203686 9.727% 54 126 30/360 1,165,000 55.24 43.76
1203702 10.277% 54 306 30/360 135,000 72.05 58.36
1203728 8.277% 3.500% 13.750% 10/1/99 55 125 30/360 190,000 61.67 55.8
1203801 8.277% 3.000% 11/1/99 54 246 30/360 530,000 49.56 40.79
1203850 9.277% 55 247 ACTUAL/360 660,000 54.5 42.35
1204064 8.402% 3.500% 6/1/99 53 276 30/360 250,000 48.52 38.71
1204080 8.777% 3.500% 11/1/99 54 186 30/360 170,000 47.79 38.87
1204122 7.902% 54 306 30/360 1,505,000 73.14 52.42
1204254 9.902% 50 70 30/360 950,000 50.59 39.26
1204320 8.027% 54 126 30/360 2,200,000 50.97 40.74
1204338 7.277% 2.500% 6/15/99 52 248 30/360 2,350,000 39.59 32.08
1204353 7.902% 3.000% 6/1/99 53 151 30/360 520,000 34.85 25.82
1453711 10.457% 93 165 30/360 850,000 52.04 36.89
1512110 7.777% 3.000% 10/1/99 169 191 30/360 265,000 43.5 32.92
1536911 7.152% 2.250% 8/1/99 166 194 30/360 800,000 37.85 25.96
1536994 8.027% 3.250% 9/1/99 162 148 30/360 2,400,000 39.18 29.26
1619089 8.777% 3.500% 11/1/99 156 196 30/360 140,000 41.3 28.96
1619741 7.902% 3.000% 7/1/99 160 147 30/360 375,000 11.55 7.02
1622026 8.902% 150 113 30/360 650,000 55.78 38.16
1622372 7.777% 3.000% 9/1/99 146 214 30/360 1,750,000 57.67 45.21
1622430 7.777% 3.000% 9/1/99 139 210 ACTUAL/360 700,000 59.4 42.61
1622455 7.777% 3.000% 10/1/99 145 203 30/360 219,125 46.57 34.02
1622638 7.652% 2.750% 7/1/99 124 236 30/360 1,200,000 55.65 41.98
1622984 7.777% 3.000% 10/1/99 148 92 30/360 1,750,000 27.85 20.49
1623693 7.402% 2.500% 8/1/99 27 150 30/360 1,330,400 56.87 56.87
1623826 7.652% 2.750% 7/1/99 148 212 30/360 625,000 57.79 40.62
1624535 7.657% 145 215 30/360 1,040,000 65.35 49.23
1624659 8.847% 145 215 30/360 1,400,000 38.6 27.79
1625417 7.277% 2.500% 9/1/99 128 232 30/360 375,000 55.92 36.47
1759984 7.777% 3.000% 6/13/99 131 109 30/360 265,000 41.43 30.53
1760495 9.152% 124 25 30/360 518,000 16.11 19.35
1785930 6.987% 133 229 30/360 815,000 63.87 23.24
1786417 7.652% 2.750% 6/1/99 131 151 30/360 675,000 17.39 13.24
1787191 8.007% 128 172 30/360 2,650,000 18.56 12.94
1787225 10.277% 3.000% 10.500% 7/1/99 124 188 30/360 1,800,000 56.08 36.54
1787282 7.687% 129 51 30/360 1,510,000 26.98 19.8
1787472 7.527% 2.750% 9/1/99 120 184 30/360 630,000 46.96 29.73
1787555 8.277% 3.000% 11/1/99 127 174 30/360 655,000 44.92 33.77
1788009 7.902% 105 255 30/360 880,000 63.93 57.7
1788033 8.402% 3.500% 8/1/99 125 237 30/360 714,700 30.3 22.33
1788231 7.027% 2.250% 9/1/99 110 224 30/360 725,000 37.6 17.34
1788306 7.902% 3.000% 6/1/99 107 73 30/360 1,025,000 28.44 21.63
1789031 9.157% 86 34 30/360 1,950,000 20.63 14.77
1789460 7.277% 2.500% 10/4/99 114 126 30/360 192,000 49.91 24.02
1790302 7.717% 104 256 30/360 1,020,000 61.46 41.79
1790575 9.402% 60 207 30/360 384,000 55.57 39.79
1791094 9.027% 80 220 30/360 1,360,000 58.28 42.31
1791458 9.527% 87 152 30/360 1,175,000 56.15 41.22
1791474 7.152% 2.250% 9/1/99 86 274 30/360 2,300,000 57.1 41.6
1791631 7.402% 2.500% 10/1/99 79 221 30/360 2,275,000 25.29 18.36
1791771 7.652% 2.750% 10/1/99 85 215 30/360 885,000 37.16 26.98
1791789 8.902% 69 171 30/360 3,080,000 47.29 36.12
1791821 6.902% 2.000% 8/1/99 81 219 30/360 2,300,000 57.03 41.88
1791839 8.027% 3.000% 11/1/99 78 162 30/360 1,000,000 61.24 48.07
1792076 8.777% 72 288 30/360 1,625,000 70.01 50.83
1792910 10.577% 53 238 30/360 1,601,000 60.33 41.58
1792944 7.527% 2.500% 11/1/99 72 162 30/360 1,200,000 15.97 11.68
1792985 8.777% 75 164 30/360 1,785,000 29.88 21.85
1793041 8.652% 79 101 30/360 900,000 35.15 27.83
1793181 7.777% 2.750% 6/1/99 71 169 30/360 910,000 63.92 47.9
1793488 8.527% 50 250 30/360 1,295,000 41.19 30.15
1793561 8.902% 72 108 30/360 480,000 33.63 25.24
1794098 7.652% 2.750% 7/1/99 64 236 30/360 990,000 68.95 50.42
1794171 7.652% 2.750% 7/1/99 58 182 30/360 773,000 45.88 48.58
1794445 8.527% 55 185 30/360 1,500,000 41.9 30.64
1794585 7.902% 67 113 30/360 500,000 56.69 42.55
1794692 8.607% 64 176 30/360 720,000 52.19 38.3
1794700 7.152% 2.250% 7/1/99 58 122 30/360 750,000 52.35 38.34
1794866 8.652% 66 174 30/360 1,890,000 35.49 27.29
1794999 7.152% 2.250% 10/1/99 61 179 30/360 1,525,000 65.33 49.03
1795004 8.902% 62 238 30/360 2,060,000 56.5 44.95
1795137 7.402% 60 240 30/360 1,650,000 62.55 46.25
1795145 8.027% 129 54 30/360 475,000 16.33 11.49
1795160 8.527% 9 54 30/360 215,000 37.46 37.46
1795194 8.902% 65 175 30/360 530,000 49.21 36.88
1795202 8.277% 65 175 30/360 365,000 60.82 45.54
1795236 7.902% 63 28 30/360 650,000 16.03 12.83
1795244 8.057% 64 30 30/360 425,000 17.37 13.01
1795251 10.902% 54 186 30/360 450,000 40.31 36.65
1795335 9.652% 60 180 30/360 335,000 60.23 45.16
1795343 9.652% 60 180 30/360 575,000 62.38 45.68
1795434 9.527% 60 120 30/360 430,000 40.5 29.77
1795442 8.127% 65 55 30/360 1,400,000 29.06 23.72
1795475 7.652% 2.750% 7/1/99 64 236 30/360 635,000 56.74 43.62
1795913 10.027% 61 179 30/360 1,200,000 43.05 32.31
1795921 7.402% 2.500% 8/1/99 63 117 30/360 650,000 31.91 24.26
1796051 8.527% 3.500% 6/1/99 35 205 30/360 490,000 58.58 46.37
1796200 7.777% 2.750% 11/1/99 60 240 30/360 820,000 59.89 44.02
1796242 10.527% 53 187 30/360 1,030,000 56.69 45.46
1796317 8.187% 62 58 30/360 325,000 37.02 28.55
1796408 8.727% 61 179 30/360 650,000 57.81 43.67
1796481 8.277% 61 179 30/360 1,250,000 56.25 42.17
1796507 7.527% 2.625% 8/1/99 45 54 30/360 980,000 13.29 9.9
1796655 9.277% 61 179 30/360 245,000 66.69 50
1796762 8.777% 60 150 30/360 1,833,000 52.9 42.24
1796994 7.402% 2.500% 10/1/99 61 239 30/360 625,000 69.17 73.9
1797430 7.902% 59 181 30/360 1,080,000 53.71 43.23
1797703 8.777% 258 38 30/360 2,135,000 20.55 11.53
1797729 9.027% 236 101 30/360 2,110,000 43.86 24.61
1797737 9.027% 236 98 30/360 1,960,000 42.91 24.08
1797943 8.527% 59 121 30/360 750,000 21.44 16.31
1798057 9.777% 57 243 30/360 670,000 70.54 53.02
1798149 6.902% 2.000% 7/1/99 58 122 30/360 650,000 62.35 50.03
1846187 8.027% 3.000% 11/1/99 237 24 30/360 274,360 19.45 12.96
1846195 7.152% 2.250% 9/1/99 182 180 30/360 900,000 44.51 32.29
1864909 9.652% 47 133 30/360 350,000 55.33 42.08
1865203 7.402% 2.500% 10/1/99 55 221 30/360 490,000 45 33.97
1865211 7.402% 2.500% 10/1/99 55 221 30/360 335,000 43.83 35.4
1865229 7.402% 2.500% 10/1/99 55 221 30/360 380,000 48.36 38.37
1865658 9.277% 49 131 30/360 3,320,000 24.77 68.53
1865708 7.402% 2.500% 9/1/99 56 124 30/360 1,080,000 55.75 44.88
1865773 8.277% 55 17 30/360 5,500,000 3.22 2.39
1865781 9.407% 56 244 30/360 1,500,000 50.76 37.18
1865849 10.902% 50 250 30/360 1,450,000 72.06 52.77
1865880 7.652% 2.750% 9/1/99 44 256 30/360 4,150,000 34.33 24.93
1865906 9.902% 56 184 30/360 420,000 68.08 51.76
1865971 8.027% 3.000% 11/1/99 42 258 30/360 760,000 43.25 32.03
1866060 10.777% 53 247 30/360 830,000 42.08 41.09
1866128 7.777% 2.750% 11/1/99 36 324 30/360 580,000 66.43 52.78
1866177 10.777% 54 128 30/360 590,700 26.76 39.51
1866276 9.152% 41 199 30/360 1,325,000 36.62 28.03
1866359 7.402% 2.500% 7/1/99 52 221 30/360 1,475,000 54.08 42.07
1866441 7.777% 2.750% 11/1/99 54 246 30/360 1,125,000 62.48 45.92
1866516 9.652% 50 250 30/360 450,000 48.79 46.36
1866664 8.027% 3.000% 6/1/99 47 97 30/360 1,600,000 24.85 17.98
1866748 8.777% 41 259 30/360 876,000 36.72 28.94
1866805 7.652% 2.750% 7/1/99 52 248 30/360 750,000 66.46 49.83
1866862 10.777% 52 68 30/360 308,000 51.19 38.67
1866870 7.902% 3.000% 8/1/99 51 249 30/360 450,000 60.38 47.68
1867126 8.527% 44 256 30/360 730,000 56.73 42.12
1867209 7.152% 2.250% 10/1/99 25 275 30/360 1,200,000 42.9 42.9
1867282 8.277% 50 130 30/360 2,000,000 40.87 32.36
1867290 9.277% 47 133 30/360 650,000 50.09 36.89
1867365 8.527% 49 131 30/360 760,000 56.47 45.23
1867456 9.152% 49 131 30/360 1,210,000 50.12 38.14
1867688 7.777% 2.875% 9/1/99 50 130 30/360 1,700,000 30.62 23.83
1867787 7.402% 2.500% 7/1/99 46 134 30/360 500,200 42.37 31.46
1867829 7.777% 2.750% 11/1/99 42 258 30/360 450,000 74.09 54.88
1867845 8.152% 50 190 30/360 440,000 51.31 38.01
1867985 7.402% 2.500% 8/1/99 45 135 30/360 600,000 46.12 41.61
1868041 7.152% 2.250% 10/1/99 49 185 30/360 1,440,000 32.32 23.94
1868082 7.777% 2.750% 11/1/99 42 198 30/360 261,000 52.99 39.75
1868173 9.027% 37 203 30/360 2,150,000 62.84 45.8
1962489 7.902% 3.000% 10/1/99 110 185 30/360 315,000 54.15 20.07
2001188 9.777% 73 40 30/360 740,000 20.23 16.19
2001246 8.277% 93 159 30/360 850,000 29.39 29.39
2001345 8.277% 3.000% 11.250% 11/1/99 72 288 30/360 500,000 62.94 52.45
2001550 9.027% 256 64 30/360 1,450,000 30.49 17.77
2001576 10.027% 247 45 30/360 345,000 17.48 11.95
2001592 9.527% 233 125 30/360 127,500 49.43 32.57
2001626 9.527% 233 125 30/360 126,000 49.32 32.49
2001634 9.527% 233 125 30/360 126,000 49.32 33.08
2001816 10.027% 240 59 30/360 350,000 32.15 22.03
2002624 9.527% 252 47 30/360 1,200,000 24.22 16.64
2002723 9.777% 249 51 30/360 300,000 24.92 16.82
2003291 9.402% 248 52 30/360 1,600,000 19.89 9.72
2003325 9.277% 253 44 30/360 260,000 19.95 11.7
2003341 10.027% 244 55 30/360 220,000 30.25 20.56
2003481 9.277% 253 83 30/360 475,000 38.73 25.19
2003523 9.277% 253 47 30/360 217,500 25.66 12.83
2003713 10.027% 246 47 30/360 735,000 15.81 10.67
2003846 7.677% 62 178 30/360 1,600,000 65.17 52.13
2004000 7.777% 3.000% 10/1/99 61 299 30/360 465,000 61.88 50.08
2004034 8.277% 3.500% 12.500% 10/1/99 61 299 30/360 220,000 60.94 49.36
2004042 7.777% 3.000% 10/1/99 61 251 30/360 780,000 41.85 34.44
2004448 7.902% 2.820% 15.500% 6/1/99 29 151 30/360 215,000 44.51 35.72
2004737 9.277% 257 43 30/360 275,000 22.9 8.4
2004802 9.527% 248 55 30/360 210,000 29.39 20.99
2004927 7.777% 300 53 30/360 2,800,000 24.31 17.93
2005239 8.402% 3.500% 6/1/99 65 55 30/360 1,230,000 9.69 7.87
2005254 8.402% 3.500% 6/1/99 65 295 30/360 410,000 41.85 33.1
2005270 8.402% 3.500% 11.875% 6/1/99 65 295 30/360 175,000 71.5 54.69
2005288 8.402% 3.500% 11.875% 6/1/99 65 127 30/360 280,000 28.68 22.77
2005304 7.902% 3.000% 11.375% 6/1/99 65 115 30/360 630,000 50.08 41.24
2005361 7.902% 3.000% 6/1/99 65 163 30/360 1,200,000 24.88 18.59
2005395 7.652% 2.750% 11.250% 6/1/99 65 235 30/360 830,000 55.2 44.67
2005403 7.902% 3.000% 6/1/99 65 223 30/360 970,000 22.45 17.67
2005429 7.902% 3.000% 11.500% 7/1/99 64 116 30/360 600,000 55.55 44.75
2005445 7.652% 2.750% 11.250% 7/1/99 64 116 30/360 810,000 47.76 38.75
2005452 7.902% 3.000% 7/1/99 64 176 30/360 480,000 48.09 38.5
2005460 7.652% 2.750% 11.250% 7/1/99 64 296 30/360 1,175,000 40.37 26.35
2005510 7.777% 3.000% 8/1/99 69 111 30/360 725,000 47.32 36.77
2005577 7.777% 3.000% 11.375% 8/1/99 69 171 30/360 400,000 53.5 40.43
2005585 7.527% 2.750% 11.125% 8/1/99 69 171 30/360 750,000 56.83 42.47
2005684 7.527% 2.750% 11.125% 9/1/99 68 232 30/360 825,000 65.11 48.49
2005783 11.152% 109 259 30/360 1,225,000 75.61 57.67
2005817 7.652% 69 111 30/360 4,500,000 16.25 12.97
2005924 7.152% 3.250% 11.750% 1/1/00 64 213 ACTUAL/360 LY 2,150,000 51.3 38.7
2005940 8.027% 62 82 ACTUAL/360 2,085,000 32.96 25.67
2005973 8.652% 61 241 ACTUAL/360 815,000 67.52 52.47
2006005 7.777% 3.000% 9/1/99 68 292 30/360 750,000 53.56 42.36
2006013 7.777% 3.000% 11.500% 9/1/99 68 292 30/360 675,000 63.16 49.96
2006021 8.277% 3.500% 11.875% 9/1/99 68 292 30/360 340,000 41.91 29.68
2006062 7.777% 3.000% 11.375% 9/1/99 68 292 30/360 500,000 48.2 38.91
2006088 8.277% 3.500% 9/1/99 68 220 30/360 400,000 53.73 40.12
2006138 7.777% 3.000% 11.375% 9/1/99 68 172 30/360 800,000 31.56 23.58
2006161 7.527% 2.750% 11.125% 10/1/99 67 293 30/360 870,000 54.21 42.88
2006203 7.402% 67 53 30/360 2,700,000 26.78 21.62
2006211 7.777% 3.000% 11.375% 10/1/99 67 293 30/360 520,000 70.16 56.98
2006237 7.527% 2.750% 11.000% 10/1/99 67 113 30/360 1,010,000 42.26 34.29
2006252 7.777% 3.000% 10/1/99 67 217 30/360 625,000 37.23 29.45
2006260 8.152% 3.375% 11.625% 10/1/99 67 233 30/360 228,000 59.61 47
2006294 8.277% 3.000% 11.250% 11/1/99 66 114 30/360 345,000 55.49 45.03
2006328 7.652% 2.750% 11.000% 6/1/99 65 115 30/360 855,000 56.65 45.97
2006336 8.277% 3.000% 11.250% 11/1/99 66 114 30/360 1,430,000 20.35 16.1
2006344 7.652% 2.750% 11.000% 6/1/99 65 295 30/360 1,080,000 70.61 66.32
2006351 8.277% 3.000% 11.250% 11/1/99 66 114 30/360 600,000 44.67 35.33
2006369 8.277% 3.000% 11.250% 11/1/99 66 294 30/360 500,000 71.05 59.21
2006385 8.027% 2.750% 11.000% 11/1/99 66 270 30/360 1,260,000 54.51 43.12
2006419 9.277% 65 175 30/360 179,000 49.72 38.63
2006427 9.277% 65 175 30/360 190,000 46.84 45.64
2006435 9.277% 65 175 30/360 192,300 46.28 35.96
2006484 7.527% 2.750% 11.000% 10/1/99 67 155 30/360 730,000 10.17 8.26
2006500 7.777% 3.000% 11.375% 10/1/99 67 29 30/360 660,000 15.02 12.48
2006534 7.527% 2.750% 10/1/99 67 220 30/360 1,980,000 30.9 24.99
2006625 8.152% 64 236 30/360 1,685,000 47.04 33.03
2006690 7.652% 2.750% 7/1/99 64 116 30/360 1,480,000 52.28 41.71
2006757 7.652% 2.750% 7/1/99 64 161 30/360 1,350,000 51.71 37.33
2006773 7.902% 3.000% 7/1/99 64 127 30/360 2,708,000 8.35 5.9
2006781 7.277% 63 117 30/360 1,460,000 58.42 47.24
2006807 7.652% 2.750% 11.250% 7/1/99 64 224 30/360 760,000 68.33 51.93
2006864 8.402% 3.500% 11.875% 7/1/99 64 170 30/360 197,000 44.97 37.12
2006872 7.902% 3.000% 11.375% 7/1/99 64 247 30/360 530,000 51.06 41.09
2006880 9.277% 63 218 30/360 370,000 41.09 33.12
2006955 8.402% 3.500% 12.000% 7/1/99 64 296 30/360 400,000 39.44 31.01
2007052 8.277% 3.500% 8/1/99 63 225 30/360 240,000 38.36 30.29
2007110 7.777% 3.000% 11.375% 9/1/99 62 238 30/360 480,000 61.46 49.94
2007128 8.902% 62 265 30/360 560,000 53.74 42.24
2007136 7.457% 2.750% 11.125% 9/1/99 62 238 30/360 2,080,000 61.8 49.55
2007151 7.777% 3.000% 9/1/99 62 226 30/360 650,000 56.44 43.26
2007185 7.527% 2.750% 11.125% 9/1/99 62 298 30/360 700,000 60.36 48.65
2007201 8.277% 62 238 30/360 2,300,000 60.32 55.49
2007300 9.777% 242 58 30/360 455,000 31.23 20.43
2007474 9.527% 245 54 30/360 280,000 29 19.66
2007482 10.027% 244 55 30/360 370,000 30.17 20.31
2009173 9.277% 240 115 30/360 2,400,000 47.54 31.98
2009181 10.027% 33 123 30/360 500,000 57.78 46.03
2009207 8.777% 46 194 30/360 1,300,000 52.07 41.77
2009546 7.277% 2.315% 7/1/99 52 249 30/360 1,780,000 46.42 37.22
2009652 9.777% 49 191 30/360 350,000 66.38 51.92
2009702 10.402% 55 65 30/360 417,000 36.27 28.64
2009710 10.152% 173 69 30/360 680,000 12.84 9.82
2009751 8.957% 168 195 30/360 1,350,000 59 46.18
2009785 7.652% 2.780% 15.625% 10/1/99 166 137 30/360 400,000 40.03 30.26
2009827 8.652% 3.730% 16.625% 10/1/99 165 113 30/360 260,000 46.18 34.9
2009900 8.527% 42 138 30/360 260,000 57.91 45.29
2010270 9.277% 1.500% 16.000% 6.000% 11/1/99 163 17 30/360 485,000 13.44 10.15
2010296 8.277% 3.410% 10/1/99 43 197 30/360 340,000 54.1 42.82
2010395 10.402% 55 65 30/360 330,000 42.62 33.65
2010411 8.627% 46 194 30/360 691,000 49.55 41
2010718 8.777% 3.940% 16.500% 8/1/99 39 141 30/360 85,000 62 49.45
2010809 7.277% 2.310% 14.875% 6/1/99 35 265 30/360 675,000 60.34 46.89
2010908 8.152% 3.370% 16.250% 8/1/99 33 147 30/360 590,000 65.11 52.63
2010916 8.777% 28 152 30/360 1,700,000 59.25 44.91
2010932 8.027% 3.220% 15.875% 11/1/99 36 84 30/360 530,000 9.74 8.19
2011054 8.902% 31 269 30/360 1,200,000 57.58 44
2011062 9.527% 31 149 30/360 570,000 41.63 32.8
2011104 9.527% 37 83 30/360 340,000 38.29 30.18
2011179 8.777% 3.860% 16.500% 10/1/99 31 149 30/360 250,000 50.59 40.8
2011682 8.277% 3.230% 16.125% 9/1/99 32 148 30/360 600,000 49.38 36.48
2011757 8.652% 3.680% 16.625% 9/1/99 32 148 30/360 240,000 67.32 53.26
2011799 14.277% 221 75 30/360 120,000 48.32 30.53
2012003 7.652% 2.750% 15.625% 7/1/99 154 147 30/360 560,000 47.7 36.46
2012086 9.027% 4.250% 17.000% 11/1/99 31 89 30/360 305,000 44.43 35.44
2012169 9.027% 1.500% 8/1/99 154 206 30/360 275,000 65.21 50.69
2012177 9.777% 154 206 30/360 460,000 31.88 39.63
2012193 8.152% 39 201 30/360 1,120,000 60.88 47.78
2012243 10.277% 31 149 30/360 315,000 70.13 53.16
2012516 9.027% 1.500% 8/1/99 155 205 30/360 2,000,000 64.06 48.41
2012607 9.527% 238 61 30/360 590,000 17.79 11.37
2012797 8.777% 3.860% 16.750% 10/1/99 31 149 30/360 250,000 44.53 37.17
2012854 9.027% 1.500% 9/1/99 153 207 30/360 1,400,000 17.25 12.85
2013118 9.027% 1.500% 10/1/99 152 208 30/360 150,000 67.27 50.99
2013159 9.027% 1.500% 10/1/99 152 208 30/360 1,300,000 63.31 51.04
2013324 8.537% 3.350% 11/1/99 152 120 30/360 1,400,000 59.08 47.29
2013456 9.777% 151 182 30/360 1,529,000 63.12 48.25
2013555 9.527% 25 131 30/360 875,000 50.33 50.33
2013597 9.527% 2.000% 14.500% 4.500% 6/1/99 150 28 30/360 263,000 20.68 15.6
2013670 9.277% 22 157 30/360 1,820,000 70.06 70.06
2013787 9.027% 1.500% 6/1/99 150 210 30/360 790,000 18.51 13.92
2013829 9.527% 2.000% 14.500% 4.500% 6/1/99 150 150 30/360 235,000 58.12 44.89
2013860 9.027% 1.500% 7/1/99 149 211 30/360 600,000 68.93 54.73
2013894 9.527% 2.000% 14.500% 4.500% 7/1/99 149 199 30/360 130,000 59.85 43.93
2014025 9.527% 2.000% 14.500% 4.500% 6/1/99 150 210 30/360 375,000 69.76 56.24
2014066 8.277% 3.270% 16.000% 9/1/99 26 94 30/360 400,000 55.51 55.51
2014165 10.027% 25 155 30/360 300,000 69.7 69.7
2014223 9.027% 1.500% 8/1/99 148 212 30/360 600,000 33.12 26.87
2014280 9.027% 1.500% 8/1/99 148 212 30/360 250,000 65.05 49.15
2014322 9.027% 1.500% 8/1/99 148 212 30/360 600,000 53.83 41.27
2014348 7.777% 2.770% 15.375% 7/1/99 28 152 30/360 1,020,000 33.64 26.51
2014405 9.027% 1.500% 8/1/99 148 211 30/360 275,000 68.27 62.58
2014611 9.527% 2.000% 14.500% 4.500% 8/1/99 148 202 30/360 570,000 44.96 32.26
2014652 9.527% 2.000% 14.500% 4.500% 9/1/99 147 208 30/360 1,040,000 62 45.9
2014702 9.027% 1.500% 14.000% 4.000% 10/1/99 146 34 30/360 300,000 25.07 25.28
2014819 9.027% 1.500% 10/1/99 146 214 30/360 250,000 60.69 48.04
2014827 9.027% 1.500% 10/1/99 146 94 30/360 181,500 48.34 38.26
2014868 9.527% 2.000% 14.500% 4.500% 10/1/99 146 205 30/360 430,000 28.77 22.49
2014876 9.527% 2.000% 14.500% 4.500% 10/1/99 146 214 30/360 420,000 52.03 41.83
2014926 9.027% 1.500% 9/1/99 146 214 30/360 255,000 69.4 53.73
2014934 9.527% 2.000% 14.500% 4.500% 10/1/99 146 214 30/360 180,000 70.07 54.28
2014942 9.027% 1.500% 10/1/99 146 214 30/360 315,000 57.72 45.09
2015022 9.027% 1.500% 8/1/99 148 210 30/360 1,425,000 25.33 19.05
2015063 9.527% 2.000% 14.500% 4.500% 10/1/99 146 214 30/360 400,000 60.21 43.49
2015071 9.527% 2.000% 14.500% 4.500% 10/1/99 146 214 30/360 500,000 47.09 34.81
2015089 9.277% 1.500% 11/1/99 145 215 30/360 845,000 14.89 12.11
2015162 9.527% 2.000% 14.750% 4.750% 6/1/99 144 216 30/360 305,000 57.17 44.28
2015303 9.527% 2.000% 14.750% 4.750% 6/1/99 144 216 30/360 1,000,000 70.47 50.94
2015337 9.527% 2.000% 14.750% 4.750% 6/1/99 144 210 30/360 600,000 9.84 7.71
2015378 9.527% 2.000% 14.750% 4.750% 7/1/99 143 217 30/360 335,000 46.67 36.85
2015394 8.647% 3.370% 11/1/99 54 186 30/360 190,000 68.15 56.29
2015501 10.027% 17 139 30/360 400,000 56.33 56.33
2015519 9.527% 2.000% 14.750% 4.750% 7/1/99 143 87 30/360 160,000 45.91 35.29
2015667 9.027% 1.500% 8/1/99 142 218 30/360 155,000 68.61 52.73
2015832 11.277% 142 38 30/360 687,500 29.11 23.33
2015857 9.527% 2.000% 14.750% 4.750% 6/1/99 144 207 30/360 655,000 48.97 38.2
2015907 9.527% 2.000% 8/1/99 142 218 30/360 175,000 55.53 41.11
2016046 9.277% 1.750% 8/1/99 142 98 30/360 276,000 45.18 35.24
2016053 9.527% 2.000% 15.250% 5.250% 9/1/99 141 219 30/360 200,000 70.74 52.34
2016079 9.527% 2.000% 15.250% 5.250% 9/1/99 141 219 30/360 330,000 66.98 53.2
2016095 9.527% 2.000% 15.250% 5.250% 9/1/99 141 218 30/360 250,000 69.72 55.37
2016152 9.527% 2.000% 15.250% 5.250% 9/1/99 141 219 30/360 330,000 58.85 45.76
2016186 9.777% 2.250% 15.500% 5.500% 9/1/99 141 39 30/360 365,000 24.42 20
2016269 9.527% 2.000% 15.250% 5.250% 9/1/99 141 219 30/360 310,000 66.31 52.4
2016293 7.902% 3.100% 16.000% 8/1/99 15 165 30/360 625,000 55.05 55.05
2016343 9.527% 2.000% 15.250% 5.250% 9/1/99 141 219 30/360 400,000 66.31 53.05
2016376 9.027% 1.500% 10/1/99 140 220 30/360 280,000 58.01 44.79
2016400 12.277% 139 41 30/360 660,000 14.89 22.6
2016574 9.527% 2.000% 15.750% 5.750% 6/1/99 138 199 30/360 850,000 50.01 39.4
2016624 9.527% 2.000% 15.750% 5.750% 6/1/99 138 222 30/360 225,000 60.31 49.76
2016699 9.527% 2.000% 7/1/99 137 211 30/360 380,000 61.8 48.44
2016814 9.527% 2.000% 15.750% 5.750% 8/1/99 136 224 30/360 165,000 54.84 43.41
2016822 9.527% 2.000% 15.750% 5.750% 8/1/99 136 224 30/360 400,000 52.29 37.5
2016848 9.527% 2.000% 15.750% 5.750% 9/1/99 135 225 30/360 445,000 38.1 30.38
2016905 9.277% 1.750% 15.250% 5.250% 10/1/99 134 226 30/360 425,000 67.99 67.99
2016939 9.027% 1.500% 9/1/99 135 225 30/360 325,000 15.68 12.36
2017010 9.277% 1.750% 15.250% 5.250% 10/1/99 134 226 30/360 650,000 48.24 39.41
2017143 9.777% 2.250% 15.750% 5.750% 7/1/99 131 49 30/360 340,000 25.72 24.98
2017150 9.277% 1.750% 15.250% 5.250% 7/1/99 131 228 30/360 1,220,000 38.69 31
2017184 10.027% 126 61 30/360 250,000 32.98 26.24
2017242 8.777% 1.250% 13.750% 3.750% 6/1/99 131 229 30/360 1,700,000 64.18 51.18
2017275 9.277% 1.750% 15.250% 5.250% 7/1/99 131 229 30/360 237,500 62.35 50.54
2017283 8.777% 1.250% 13.250% 3.750% 6/1/99 131 229 30/360 1,050,000 70.39 73.91
2017309 9.402% 1.875% 15.875% 5.875% 7/1/99 131 229 30/360 575,000 65.27 62.55
2017341 10.652% 1.875% 15.875% 10.875% 7/1/99 130 230 30/360 370,000 42.93 39.71
2017374 9.152% 1.625% 15.625% 5.625% 7/1/99 130 230 30/360 860,000 69.01 54.81
2017556 8.902% 1.375% 15.375% 7/1/99 130 215 30/360 320,000 47.77 37.94
2017630 9.027% 1.500% 10/1/99 128 172 30/360 730,000 61.33 48.42
2017721 9.402% 1.875% 16.875% 6.875% 10/1/99 127 223 30/360 442,000 34.81 27.65
2017739 10.697% 127 31 30/360 905,000 17.51 14.35
2017770 9.527% 2.000% 15.750% 5.750% 10/1/99 128 232 30/360 365,000 64.12 50.52
2017796 9.277% 1.500% 11/1/99 127 233 30/360 270,000 62.99 56.69
2017945 9.152% 1.625% 6/1/99 126 234 30/360 462,000 63.15 50.74
2017978 8.497% 3.720% 8/1/99 127 53 30/360 330,000 34.74 38.21
2017986 9.402% 1.625% 11/1/99 126 234 30/360 1,100,000 45.17 49.69
2018018 9.027% 1.500% 8/1/99 124 56 30/360 545,000 28.63 32.51
2018125 9.777% 2.000% 18.500% 8.500% 11/1/99 121 41 30/360 570,000 23.86 15.54
2018257 9.527% 2.000% 10/1/99 119 241 30/360 290,000 56.74 45.46
2019032 9.277% 1.750% 17.250% 7.250% 9/1/99 117 243 30/360 570,000 67.22 52.13
2019099 11.777% 115 65 ACTUAL/365 420,000 22.77 12.75
2019677 7.402% 2.500% 7/1/99 106 134 ACTUAL/365 NL 330,000 47.33 36.68
2019826 8.187% 20 160 30/360 1,774,000 58.56 44.73
2019941 8.867% 26 153 30/360 575,000 64.54 64.54
2020022 7.027% 2.000% 9/5/99 83 149 30/360 3,105,000 40.55 31.41
2020246 9.027% 1.500% 9/1/99 111 249 30/360 550,000 49.45 36.26
2021046 11.777% 109 238 30/360 380,000 36.82 29.26
2021251 11.902% 108 252 30/360 345,000 54.84 49.79
2021277 11.527% 108 250 30/360 550,000 56.46 48.52
2021368 7.902% 3.000% 10/1/99 107 251 30/360 235,000 69.09 56.29
2021418 11.527% 107 253 30/360 150,000 70.74 43.49
2021426 11.652% 108 192 30/360 170,000 58.22 54.99
2021442 11.777% 107 28 30/360 1,850,000 5.36 4.56
2021491 11.527% 106 243 30/360 630,000 41.51 39.93
2021764 7.347% 64 56 30/360 780,000 42.02 31.38
2021806 7.527% 2.750% 9/1/99 62 58 30/360 1,290,000 41.91 33.2
2021863 11.277% 106 254 30/360 705,000 41.41 40.27
2021897 9.027% 1.500% 7/1/99 107 248 30/360 500,000 52.18 45.37
2022333 11.152% 103 196 30/360 510,000 67.55 32.81
2022408 11.777% 101 259 30/360 272,000 38.26 34.69
2022473 11.777% 100 260 30/360 520,000 54.88 62.37
2022713 9.027% 1.500% 9/1/99 99 261 30/360 325,000 36.64 28.3
2022721 8.652% 3.790% 16.750% 11/1/99 18 222 30/360 850,000 68.08 68.08
2022838 8.527% 3.450% 16.125% 6/1/99 35 205 30/360 376,500 68.55 34.41
2023802 8.902% 154 154 ACTUAL/360 550,000 52.9 40.17
2024008 9.317% 26 153 30/360 420,000 57.79 57.79
2024123 7.777% 141 219 30/360 1,250,000 34.75 26.97
2025674 7.777% 307 53 30/360 471,000 22.27 18.15
2028165 9.277% 256 45 30/360 330,000 22.9 15.41
2028256 9.527% 252 43 30/360 265,000 24.25 16.62
2028306 10.027% 242 57 30/360 290,000 31.3 11.35
2028819 9.277% 261 96 30/360 149,000 44.12 25.71
2029403 8.777% 297 15 30/360 1,100,000 9.51 7.36
2029718 9.527% 245 62 30/360 185,000 32.42 22.88
2029890 9.277% 250 50 30/360 430,000 26.79 18.13
2030013 10.777% 235 60 30/360 435,000 33.64 24.31
2030088 9.277% 251 49 30/360 310,000 22.67 15.36
2030096 9.527% 244 54 30/360 400,000 26.9 18.1
2030336 9.527% 2.000% 10/1/99 206 130 ACTUAL/365 NL 220,000 36.98 29.04
2030344 9.152% 4.160% 17.125% 9/1/99 212 100 30/360 255,000 35.36 29.05
2030542 8.402% 29 211 30/360 2,760,000 35.47 28.58
2030880 8.627% 46 192 30/360 1,100,000 55.76 42.35
2031029 8.027% 3.120% 16.125% 7/1/99 46 194 30/360 190,000 57.56 46.21
2031086 8.277% 3.470% 16.500% 11/1/99 24 96 30/360 225,000 69 69
2031169 9.402% 33 267 30/360 1,500,000 54.83 43.21
2031201 9.277% 39 141 30/360 155,000 59.67 47.77
2031409 8.652% 39 201 30/360 1,250,000 57.38 45.41
2031425 8.902% 42 138 30/360 625,000 34.49 25.25
2031557 9.402% 45 135 30/360 375,000 64.63 50.15
2031565 9.152% 164 75 30/360 165,000 44.15 24.28
2031607 7.652% 2.810% 15.750% 11/1/99 42 138 30/360 611,000 44.65 28.51
2031649 7.902% 42 258 30/360 960,000 67.89 53.13
2031672 8.652% 41 139 30/360 560,000 22.77 17.88
2031714 9.527% 41 139 30/360 380,000 56.09 44.99
2031797 7.402% 2.560% 16.000% 6.000% 11/1/99 42 138 30/360 795,000 67.68 55.31
2031862 8.152% 3.280% 15.625% 10/1/99 37 203 30/360 1,350,000 27.58 26.59
2031987 9.152% 39 141 30/360 150,000 54.69 43.62
2031995 7.777% 2.760% 15.500% 6/1/99 41 79 30/360 220,000 52.13 42.6
2032068 9.277% 33 51 30/360 1,888,395 36.16 28.81
2032126 9.152% 45 135 30/360 500,000 59.29 46.01
2032365 8.777% 42 258 30/360 665,000 68.52 54.83
2032456 9.527% 157 144 30/360 610,000 51.04 39.68
2032787 9.402% 155 89 30/360 735,000 59.45 45.06
2033066 9.027% 1.500% 9/1/99 153 207 30/360 410,000 21.93 27.24
2033082 9.777% 37 143 30/360 1,625,000 26.35 20.95
2033140 9.027% 1.500% 10/1/99 152 208 30/360 730,000 68.71 51.68
2033157 9.027% 1.500% 9/1/99 153 207 30/360 495,000 26.21 20.03
2033165 9.027% 1.500% 10/1/99 152 208 30/360 230,000 47.67 36.13
2033256 8.152% 3.280% 16.000% 11/1/99 30 150 30/360 350,000 60.52 48.11
2033405 9.277% 1.500% 11/1/99 151 209 30/360 590,000 68.75 54.37
2033470 8.777% 3.720% 16.750% 6/1/99 23 121 30/360 290,000 40.45 40.45
2033504 9.527% 2.000% 10/1/99 152 208 30/360 125,000 69.45 52.64
2033587 9.027% 1.500% 6/1/99 150 210 30/360 140,000 61.57 47.2
2033645 9.527% 2.000% 14.500% 4.500% 6/1/99 150 145 30/360 130,000 47.93 21.49
2033660 9.027% 1.500% 6/1/99 150 210 30/360 420,000 65.75 52
2033900 9.027% 1.500% 7/1/99 149 199 30/360 1,100,000 68.44 47.61
2033918 8.277% 42 138 30/360 900,000 45.54 35.62
2033991 9.027% 22 98 30/360 2,510,000 45.52 45.52
2034007 9.027% 1.500% 8/1/99 148 212 30/360 1,100,000 29.45 20.25
2034098 9.527% 2.000% 14.500% 4.500% 8/1/99 148 212 30/360 185,000 43.62 33.61
2034106 9.402% 32 148 30/360 400,000 70.71 57.15
2034130 9.027% 1.500% 8/1/99 148 212 30/360 890,000 68.89 52.22
2034163 9.027% 26 94 30/360 3,000,000 20.72 20.72
2034361 9.027% 1.500% 8/1/99 148 212 30/360 545,000 69.1 53.5
2034502 9.152% 27 153 30/360 1,085,000 59.01 46.84
2034650 9.027% 1.500% 9/1/99 147 33 30/360 310,000 19.66 15.49
2034676 9.027% 1.500% 9/1/99 147 207 30/360 170,000 43.84 34.64
2034700 9.027% 1.500% 10/1/99 146 214 30/360 215,000 69.44 51.38
2034783 9.027% 1.500% 10/1/99 146 214 30/360 525,000 49.6 38.57
2034841 9.527% 2.000% 14.500% 4.500% 10/1/99 146 214 30/360 200,000 61.37 46.01
2034866 9.027% 1.500% 10/1/99 146 214 30/360 1,700,000 51.06 39.55
2034924 9.527% 2.000% 14.500% 4.500% 10/1/99 146 214 30/360 440,000 47.79 35.36
2034973 9.027% 1.500% 10/1/99 146 214 30/360 710,000 69.05 49.92
2034981 9.027% 1.500% 9/1/99 146 214 30/360 227,000 68.82 52
2035046 9.777% 2.000% 14.500% 4.500% 11/1/99 145 188 30/360 100,000 54.49 40.87
2035087 9.777% 2.000% 14.500% 4.500% 11/1/99 145 215 30/360 455,000 70.3 66.64
2035095 9.277% 1.500% 11/1/99 145 215 30/360 890,000 34.02 29.54
2035111 9.777% 2.000% 14.500% 4.500% 11/1/99 145 35 30/360 300,000 20.81 16.31
2035145 9.777% 2.000% 14.500% 4.500% 11/1/99 145 215 30/360 285,000 70.28 54.27
2035228 9.777% 145 62 30/360 785,000 46.62 34.53
2035285 9.027% 1.500% 6/1/99 144 216 30/360 310,000 51.84 37.48
2035459 9.027% 1.500% 6/1/99 144 216 30/360 490,000 69.78 49.52
2035483 9.277% 29 151 30/360 2,170,000 55.85 45.58
2035657 9.527% 32 207 30/360 370,000 46.22 37.36
2035715 9.527% 2.000% 15.250% 5.250% 7/1/99 143 217 30/360 270,000 58.98 48.98
2035723 9.027% 1.500% 8/1/99 142 218 30/360 200,000 64.13 47.5
2035764 9.527% 2.000% 15.250% 5.250% 7/1/99 143 213 30/360 205,000 30.58 23.97
2035814 9.527% 2.000% 15.250% 5.250% 8/1/99 142 218 30/360 165,000 70.57 56.94
2036028 9.527% 2.000% 14.500% 4.500% 9/1/99 142 216 30/360 357,000 64.32 49.8
2036069 9.527% 2.000% 15.250% 5.250% 8/1/99 142 218 30/360 400,000 66.16 54.59
2036077 9.527% 2.000% 14.500% 4.500% 6/1/99 142 215 30/360 157,500 69.97 52.13
2036085 9.527% 2.000% 15.250% 5.250% 8/1/99 142 218 30/360 430,000 59.35 43.94
2036093 9.027% 1.500% 9/1/99 141 219 30/360 660,000 33.14 26.25
2036101 8.652% 3.810% 16.750% 10/1/99 19 89 30/360 500,000 48.73 48.73
2036267 9.527% 2.000% 15.250% 5.250% 9/1/99 141 219 30/360 125,000 62.08 77.6
2036341 9.027% 1.500% 9/1/99 141 219 30/360 1,100,000 66.07 51.18
2036382 9.527% 2.000% 15.250% 5.250% 9/1/99 141 219 30/360 240,000 68.49 53.88
2036432 9.027% 1.500% 9/1/99 141 219 30/360 755,000 69.56 53.71
2036606 9.527% 2.000% 15.250% 5.250% 10/1/99 140 40 30/360 550,000 22.6 17.66
2036630 8.847% 3.570% 11/1/99 140 120 30/360 240,000 46.73 34.58
2036648 9.777% 2.000% 15.250% 5.250% 11/1/99 139 221 30/360 1,085,000 67.79 55.93
2036762 9.527% 2.000% 15.250% 5.250% 10/1/99 140 220 30/360 125,000 70.69 52.25
2036804 9.277% 1.500% 11/1/99 139 221 30/360 990,000 70.33 54.31
2036952 9.527% 2.000% 15.750% 5.750% 6/1/99 138 214 30/360 520,000 59.71 46.25
2036994 11.652% 138 69 30/360 1,590,000 36.88 29.1
2037034 8.777% 1.250% 15.250% 5.250% 6/1/99 138 222 30/360 3,900,000 16.85 13
2037109 9.527% 2.000% 16.000% 6.000% 6/1/99 138 222 30/360 600,000 66.72 52.56
2037125 9.027% 138 181 30/360 2,670,000 50.79 49.31
2037141 9.527% 2.000% 15.750% 5.750% 7/1/99 137 209 30/360 710,000 63.5 60.11
2037208 9.027% 1.500% 14.250% 6.250% 7/1/99 137 211 30/360 525,000 58.3 46.34
2037299 8.527% 3.535% 16.625% 7/1/99 22 98 30/360 400,000 38.11 38.11
2037315 9.527% 2.000% 15.750% 5.750% 7/1/99 137 211 30/360 680,000 43.97 31.24
2037331 9.527% 2.000% 15.750% 5.750% 7/1/99 137 211 30/360 248,000 55.35 43.04
2037398 9.027% 1.500% 8/1/99 136 224 30/360 180,000 51.46 40.33
2037430 8.777% 1.250% 8/1/99 136 224 30/360 1,190,000 59.01 46.87
2037471 10.652% 51 188 30/360 1,230,000 68.42 53.72
2037489 9.527% 2.000% 15.750% 5.750% 9/1/99 135 225 30/360 235,000 62.45 39.14
2037521 9.527% 2.000% 8/1/99 136 224 30/360 250,000 26.06 31.7
2037562 9.527% 2.000% 15.750% 5.750% 8/1/99 136 224 30/360 210,000 71 57.04
2037638 9.527% 2.000% 15.250% 5.250% 9/1/99 135 225 30/360 375,000 71.38 58.19
2037711 9.027% 1.250% 11/1/99 133 227 30/360 465,000 49.89 42.18
2037802 9.902% 133 122 30/360 687,500 63.21 52.35
2037828 9.027% 1.250% 13.750% 6.750% 11/1/99 132 228 30/360 680,000 64.9 51.75
2037844 9.527% 2.000% 15.250% 5.250% 10/1/99 134 227 30/360 195,000 63.01 49.15
2037869 9.277% 1.750% 15.250% 5.250% 6/1/99 132 228 30/360 550,000 24.35 66.97
2037901 9.402% 1.875% 15.375% 5.375% 6/1/99 131 229 30/360 375,000 66.85 55.71
2037976 8.277% 129 55 30/360 400,000 30.88 24.25
2038099 9.277% 1.750% 15.750% 5.750% 8/1/99 130 230 30/360 270,000 36.37 22.84
2038131 8.527% 3.730% 16.625% 11/1/99 18 162 30/360 190,000 69.69 69.69
2038156 9.277% 1.750% 15.750% 5.750% 8/1/99 130 221 30/360 1,300,000 33.24 27.15
2038172 9.527% 37 143 30/360 2,925,000 13.52 11.03
2038198 8.777% 1.250% 8/1/99 130 230 30/360 150,000 51.29 38.87
2038206 9.402% 1.875% 15.875% 5.875% 7/1/99 130 230 30/360 275,000 65.12 60.7
2038305 9.277% 1.750% 15.750% 5.750% 8/1/99 130 230 30/360 320,000 53.88 42.66
2038313 8.652% 1.125% 7/1/99 131 229 30/360 4,100,000 18.69 14.8
2038362 8.777% 1.250% 15.250% 5.250% 9/1/99 129 231 30/360 850,000 53.26 39.41
2038404 8.777% 1.250% 9/1/99 129 231 30/360 1,185,000 46.72 37.56
2038438 8.777% 1.250% 15.750% 5.750% 8/1/99 129 51 30/360 5,750,000 15.12 15.52
2038453 9.027% 1.500% 10/1/99 128 232 30/360 480,000 61.12 50.64
2038495 9.027% 1.500% 10/1/99 128 232 30/360 320,000 46.68 37.34
2038511 9.277% 1.750% 16.250% 6.250% 9/1/99 129 231 30/360 700,000 63.99 45.02
2038545 9.277% 1.750% 15.750% 5.750% 10/1/99 128 232 30/360 800,000 71.76 57.99
2038560 8.777% 1.250% 15.750% 5.750% 10/1/99 128 232 30/360 1,920,000 57.9 41.56
2038602 9.402% 1.875% 16.375% 6.375% 9/1/99 128 232 30/360 450,000 49.9 39.79
2038685 9.652% 1.875% 16.875% 6.875% 11/1/99 126 232 30/360 505,000 56.04 65.82
2038883 9.152% 1.625% 6/1/99 126 234 30/360 785,000 46.2 37.68
2039030 9.027% 1.500% 7/1/99 125 235 30/360 1,270,000 58.26 46.68
2039154 8.777% 39 141 30/360 185,000 48.68 38.82
2039162 9.902% 36 144 30/360 300,000 47.68 39.17
2039519 8.777% 3.860% 16.625% 10/1/99 31 149 30/360 340,000 40.61 32
2039568 9.527% 258 147 30/360 675,000 57.67 33.32
2040418 11.777% 107 253 30/360 600,000 59.1 46.96
2040442 11.527% 108 251 30/360 750,000 62.78 47.09
2040491 9.027% 1.500% 7/1/99 107 253 30/360 1,300,000 59.49 46.9
2040558 11.527% 106 25 30/360 675,000 8.14 7.63
2040640 11.527% 104 255 30/360 680,000 27.78 34.35
2040657 11.277% 104 23 30/360 850,000 12.3 9.88
2040665 11.152% 104 16 30/360 710,000 7.86 5.58
2040699 9.527% 40 138 30/360 195,000 60.6 51.26
2040749 9.777% 43 137 30/360 214,000 61.22 48.45
2040756 9.027% 1.500% 6/1/99 102 78 30/360 630,000 28.73 22.49
2040806 9.402% 37 143 30/360 610,000 52.95 38.9
2040822 11.277% 103 17 30/360 1,530,000 7.46 6.72
2040830 11.277% 103 257 30/360 410,000 69.09 54.9
2040897 9.777% 102 34 30/360 1,356,000 21.08 28.37
2040913 11.652% 101 259 30/360 435,000 61.71 50.5
2040954 11.652% 101 259 30/360 770,000 36.99 29.39
2040962 11.277% 101 100 30/360 425,000 33.56 52.82
2040988 9.777% 35 145 30/360 500,000 64.25 51.99
2041010 9.777% 80 280 30/360 1,200,000 67.29 50.42
2041077 9.777% 100 183 30/360 351,000 43.61 43.73
2041127 11.902% 98 262 30/360 215,000 44.37 34.49
2041143 9.277% 1.500% 11/1/99 97 263 30/360 1,490,000 34.15 26.97
2041168 11.277% 97 23 30/360 500,000 9.13 9.61
2041200 11.777% 95 264 30/360 360,000 58.59 49.63
2041218 11.902% 95 166 30/360 180,000 56.98 43.55
2041275 9.527% 2.000% 15.500% 5.500% 8/1/99 94 266 30/360 242,000 42.41 73.31
2041283 11.652% 94 265 30/360 310,000 49.87 47.57
2041325 9.027% 1.500% 9/1/99 93 267 30/360 862,000 59.34 51.15
2041358 12.527% 93 27 30/360 760,000 15.9 14.47
2041374 9.652% 32 148 30/360 1,830,000 32.69 25.56
2041457 9.277% 1.500% 11/1/99 91 270 30/360 950,000 58.84 44.98
2041481 8.402% 3.410% 16.375% 7/1/99 22 158 30/360 340,000 71.05 71.05
2041515 10.777% 89 137 30/360 750,000 54.3 45.25
2041531 10.777% 89 91 30/360 1,500,000 34.97 32.79
2041549 9.027% 1.500% 7/1/99 89 270 30/360 230,000 62.07 47.37
2041580 9.027% 1.500% 7/1/99 89 271 30/360 404,000 66.05 42.7
2041614 9.027% 1.500% 8/1/99 88 272 30/360 525,000 44.46 33.83
2041713 9.777% 88 176 30/360 835,000 55.21 42.75
2041739 9.277% 1.500% 11/1/99 85 275 30/360 1,282,000 59.37 47.67
2042216 8.527% 276 83 30/360 330,000 36.39 14.13
2042315 9.527% 247 52 30/360 1,650,000 27.28 18.7
2042430 10.277% 243 58 30/360 590,000 30.15 20.65
2042737 10.027% 254 46 30/360 218,000 24.16 16.35
2043750 8.902% 38 82 30/360 845,000 44.28 35.88
2043891 8.027% 3.110% 16.000% 7/1/99 22 158 30/360 225,000 62.22 62.22
2043909 8.277% 3.270% 9/1/99 26 94 30/360 620,000 42.07 31.89
2044188 10.277% 241 58 30/360 343,000 29.84 17.64
2044212 7.777% 2.900% 8/1/99 239 61 30/360 270,000 30.2 20.26
2044444 9.152% 262 96 30/360 1,530,000 42.04 24.18
2044501 7.652% 2.900% 9/1/99 231 69 30/360 240,000 30.44 34.79
2044576 9.527% 274 48 30/360 1,160,000 25.74 14.45
2044683 9.652% 252 24 30/360 725,000 13.45 9
2044717 9.777% 265 58 30/360 385,000 30.55 17.15
2044725 9.402% 263 71 30/360 500,000 34.77 19.52
2044766 10.027% 256 187 30/360 437,000 53.25 29.9
2044816 9.527% 259 60 30/360 380,000 33.27 19.25
2044824 9.527% 259 63 30/360 380,000 32.44 35.22
2044899 10.277% 241 55 30/360 282,000 27.13 18.36
2044907 9.107% 233 43 30/360 1,200,000 22.55 18.04
2045029 10.277% 274 30 30/360 450,000 17.65 5.88
2045367 10.277% 274 21 30/360 402,500 13.5 7
2045466 9.527% 278 21 30/360 510,000 12.98 8.28
2045482 9.777% 272 24 30/360 820,000 14.47 5.79
2045490 9.777% 268 41 30/360 870,000 23.17 12.89
2045516 9.527% 254 41 30/360 620,000 23.07 12.42
2045524 9.527% 257 38 30/360 450,000 17.79 4.11
2045821 10.027% 263 36 30/360 300,000 20.55 7.71
2046233 9.777% 266 33 30/360 400,000 19.83 10.71
2046514 8.277% 304 19 30/360 1,750,000 10.51 7.66
2046563 9.777% 282 28 30/360 385,000 16.77 4.97
2046605 7.777% 2.900% 8/1/99 248 88 30/360 345,000 36.87 12.72
2046670 9.527% 251 71 30/360 2,200,000 36.27 23.72
2046779 10.777% 240 50 30/360 776,500 27.14 18.22
2047058 9.152% 255 42 30/360 775,000 21.31 12.39
2047066 9.402% 255 35 30/360 300,000 17.4 10.11
2047116 9.777% 248 32 30/360 355,000 17.83 8.73
2047124 10.027% 236 62 30/360 331,000 32.91 15.56
2047140 10.027% 245 54 30/360 600,000 28.16 19.13
2047181 9.227% 223 101 30/360 2,030,000 42.92 24.2
2047231 10.137% 185 149 30/360 481,000 27.58 21.51
2047413 7.527% 309 52 30/360 450,000 24.68 18.2
2047751 11.527% 256 50 30/360 536,000 26.79 18.36
2048270 8.152% 2.900% 11/1/99 246 97 30/360 600,000 41.48 24.9
2048585 10.777% 262 38 30/360 270,000 21.8 12.91
2048742 10.527% 252 48 30/360 350,000 22.17 15.56
2048981 7.777% 2.900% 6/1/99 241 59 30/360 233,000 28.4 19.38
2049039 11.777% 228 69 30/360 1,000,000 33.19 23.56
2049187 9.152% 243 58 30/360 1,150,000 27.94 18.8
2049252 9.402% 245 113 30/360 382,000 47.35 48.89
2049492 7.652% 2.900% 9/1/99 239 188 30/360 960,000 40.44 27.37
2049591 8.527% 292 30 30/360 3,620,000 3.73 2.9
2049633 9.527% 261 27 30/360 312,000 16.39 9.69
2049641 12.027% 222 78 30/360 1,500,000 31.24 22.29
2049757 10.277% 259 40 30/360 325,000 19.85 4.96
2049856 11.027% 239 61 30/360 2,150,000 13.97 10
2049997 10.277% 242 52 30/360 305,000 27.49 18.68
2050136 8.527% 281 18 30/360 8,515,000 8.57 5.58
2050201 9.902% 264 38 30/360 216,500 21.68 5.16
2050326 8.277% 298 60 30/360 3,800,000 28.99 21.22
2050359 9.527% 241 43 30/360 262,000 20.75 14.28
2050441 9.152% 296 39 30/360 1,200,000 17.84 13.01
2050474 8.902% 259 99 30/360 735,000 42.35 23.6
2050508 8.902% 258 100 30/360 895,000 37.16 20.7
2050888 9.527% 262 37 30/360 280,000 21.7 12.82
2051225 12.267% 261 39 30/360 295,000 24.26 14.26
2051357 10.027% 242 57 30/360 152,000 31.1 21.32
2051399 10.277% 241 57 30/360 250,000 28.87 19.56
2051845 9.527% 243 94 30/360 480,000 40.72 27.86
2052033 12.277% 225 74 30/360 576,000 35.97 25.08
2052314 10.697% 269 31 30/360 255,000 17.66 5.13
2052389 12.902% 231 122 30/360 185,000 51.54 34.49
2052926 9.027% 287 43 30/360 465,000 23.06 15.55
2052975 9.777% 275 26 30/360 570,000 12.8 8.59
2053072 10.027% 237 52 30/360 1,520,000 29.05 20.63
2053189 9.402% 260 88 30/360 820,000 40.38 22.11
2053403 11.677% 241 59 30/360 2,750,000 30.06 16.54
2053411 11.902% 253 47 30/360 310,000 27.72 10.11
2053544 9.527% 242 45 30/360 345,000 25.27 17.61
2053783 8.902% 285 74 30/360 935,000 34.83 26.82
2053791 10.277% 260 37 30/360 240,000 19.18 11.14
2053866 11.277% 271 28 30/360 242,500 18.23 10.15
2053965 9.152% 263 34 30/360 385,000 20.21 11.82
2054153 11.777% 229 74 30/360 588,000 36.33 25.6
2054252 9.277% 268 31 30/360 390,000 18.09 10.11
2054294 10.277% 266 104 30/360 387,000 43.12 25
2054492 9.277% 268 29 30/360 605,000 16.46 8.98
2054609 9.777% 251 54 30/360 230,000 30.42 19.79
2054757 11.307% 248 52 30/360 225,000 27.66 18.61
2055069 9.777% 249 57 30/360 160,000 30.78 20.77
2055333 9.277% 256 44 30/360 429,000 18.71 11.16
2055465 9.027% 262 37 30/360 530,000 18.86 11.32
2055473 10.277% 262 96 30/360 500,000 37.17 22.64
2055515 10.027% 242 59 30/360 410,000 31.95 22.31
2055580 10.027% 243 57 30/360 400,000 29.95 20.92
2055648 10.027% 253 30 30/360 226,000 15.9 11.36
2055812 9.527% 240 116 30/360 750,000 48.36 34.14
2055820 9.777% 242 51 30/360 1,360,000 13.92 17.21
2055887 9.402% 272 83 30/360 2,000,000 37.26 21.66
2055895 9.527% 241 107 30/360 710,000 46.33 33.1
2055986 9.277% 248 49 30/360 930,000 25.95 18.32
2056612 11.152% 251 49 30/360 571,000 28.68 17.55
2056786 9.277% 269 84 30/360 1,285,000 38.45 21.54
2056810 9.527% 250 123 30/360 8,000,000 5.29 3.57
2056851 9.527% 245 51 30/360 960,000 27.7 18.69
2056869 9.777% 243 55 30/360 240,000 30.02 20.06
2056893 10.777% 236 63 30/360 295,000 31.04 14.09
2056927 12.277% 225 73 30/360 542,500 38.14 26.95
2057552 7.402% 2.550% 8/1/99 254 46 30/360 475,000 24.19 16.22
2057610 7.777% 2.760% 15.375% 6/1/99 247 211 30/360 1,122,030 53.52 37.18
2057917 10.027% 248 47 30/360 915,000 9.81 6.74
2058048 9.777% 282 14 30/360 1,380,000 3.11 1.99
2058055 9.652% 282 24 30/360 535,000 14.48 9.28
2058725 10.277% 261 39 30/360 291,000 22.37 13.12
2058840 8.527% 14 166 30/360 1,470,000 58.79 58.79
2059020 11.777% 229 61 30/360 355,000 33.81 23.64
2059111 11.152% 251 43 30/360 200,000 25.01 14.53
2059475 9.777% 238 51 30/360 2,085,000 27.2 18.69
2059483 10.777% 232 67 30/360 644,000 34.26 24.21
2059657 8.027% 305 45 30/360 293,000 23.1 18.83
2059707 9.527% 255 42 30/360 435,500 23.42 14.35
2059905 10.027% 252 30 30/360 478,000 17.11 11.73
2060077 9.777% 278 13 30/360 725,000 8.55 5.45
2060119 12.277% 227 72 30/360 200,000 38.12 26.81
2060184 9.777% 256 42 30/360 220,000 23.89 14.03
2060192 9.777% 256 47 30/360 529,000 26.22 15.4
2060218 9.152% 257 38 30/360 345,000 21.51 12.45
2060499 9.277% 282 17 30/360 950,000 9.59 6.25
2060507 9.777% 270 13 30/360 735,000 8.55 4.86
2060564 9.152% 265 31 30/360 600,000 17.33 9.5
2060572 9.277% 254 45 30/360 510,000 24.2 14.14
2060614 9.527% 246 43 30/360 320,000 23.75 16.07
2060697 11.777% 225 125 30/360 836,000 46.36 33
2060846 9.527% 248 51 30/360 300,000 18.25 12.56
2061109 9.027% 255 98 30/360 575,000 42.49 28.59
2061778 11.652% 236 64 30/360 177,500 29.73 20.86
2062016 10.127% 228 12 30/360 350,000 10.11 6.76
2062479 9.402% 250 49 30/360 660,000 26.82 18.04
2062636 10.277% 236 60 30/360 240,000 31.88 21.44
2062651 11.777% 235 63 30/360 159,000 35.28 24.75
2062800 10.527% 269 42 30/360 700,000 23.19 12.95
2062966 9.527% 265 35 30/360 267,500 20.08 11.22
2062990 9.152% 266 33 30/360 500,000 17.41 10.12
2063097 10.527% 260 40 30/360 2,020,000 22.62 12.21
2063139 9.902% 245 54 30/360 300,000 23.25 15.69
2063253 8.277% 302 44 30/360 1,800,000 21.61 16.66
2063261 8.277% 310 51 30/360 675,000 24.82 19.13
2063287 9.527% 263 97 30/360 700,000 43.24 24.15
2063311 8.527% 296 28 30/360 825,000 15.89 12.95
2063535 8.152% 2.900% 11/1/99 242 58 30/360 391,000 20.34 14.22
2063576 11.777% 234 65 30/360 515,000 33.97 23.75
2063584 12.777% 233 67 30/360 210,000 37.35 26.11
2063824 7.777% 2.900% 6/1/99 241 59 30/360 525,000 23.47 16.64
2063857 10.027% 239 60 30/360 225,000 31.05 21.56
2064038 10.777% 238 57 30/360 450,000 31.97 21.71
2064319 9.277% 256 19 30/360 1,800,000 11.35 6.84
2064368 7.652% 2.900% 10/1/99 269 30 30/360 540,000 13.38 7.82
2064376 9.527% 253 46 30/360 600,000 24.09 16.33
2064384 11.527% 261 39 30/360 400,000 22.97 16.71
2064467 9.777% 248 43 30/360 2,200,000 22.42 15.74
2064665 9.027% 262 34 30/360 680,000 20.14 11.74
2064673 10.277% 282 18 30/360 500,000 10.87 1.81
2064723 10.027% 240 19 30/360 900,000 11.83 8.13
2064772 9.527% 260 39 30/360 302,000 20.56 11.95
2065001 9.277% 265 30 30/360 305,000 16.61 9.95
2065027 9.652% 273 85 30/360 138,500 37.21 20.12
2065399 12.017% 243 57 30/360 338,500 33.25 24.61
2065597 9.277% 250 43 30/360 205,000 24.03 16.42
2065720 11.307% 254 46 30/360 400,000 25.54 17.63
2066371 7.902% 2.900% 7/1/99 235 65 30/360 1,854,000 31.89 20.87
2066421 10.277% 237 59 30/360 722,000 32.21 22.5
2066553 11.277% 231 69 30/360 902,000 35.7 24.96
2066629 10.027% 214 68 30/360 1,298,000 9.63 7.45
2066769 10.527% 111 250 30/360 1,200,000 64.44 47.79
2067544 12.277% 242 45 30/360 335,500 26.23 17.7
2067593 9.777% 284 70 30/360 400,000 34.86 21.27
2067627 9.527% 268 30 30/360 355,000 16.23 9.23
2067635 10.027% 267 31 30/360 240,000 19.02 11.05
2067734 10.777% 280 19 30/360 500,000 11.85 7.27
2067742 9.527% 252 49 30/360 310,000 26.19 17.75
2067759 9.527% 236 122 30/360 363,000 49.78 34.29
2067767 9.777% 233 72 30/360 430,000 35.48 23.95
2067874 10.027% 246 44 30/360 900,000 13.26 6.03
2068096 10.152% 249 55 30/360 525,000 31.46 22.09
2068237 12.402% 228 42 30/360 750,000 21.25 14.82
2068302 9.527% 250 49 30/360 352,500 25.9 18.05
2068419 9.527% 252 37 30/360 484,000 20.64 12.45
2068807 9.527% 249 106 30/360 223,000 45.83 30.83
2069128 9.277% 260 98 30/360 350,000 39.54 22.91
2069276 7.652% 2.815% 8/1/99 251 49 30/360 530,000 25.78 17.22
2069284 9.777% 245 116 30/360 850,000 45.9 31.46
2069342 10.277% 245 55 30/360 720,000 26.49 16.58
2069417 9.277% 255 100 30/360 235,000 43.33 29.24
2069425 9.152% 252 106 30/360 1,151,000 41.66 28.11
2069433 9.777% 247 44 30/360 290,000 21.76 14.96
2069441 10.527% 238 63 30/360 377,000 33.57 22.43
2069490 11.307% 256 105 30/360 328,000 44.65 19.53
2069516 10.027% 254 58 30/360 470,000 30.39 20.74
2069623 9.777% 260 40 30/360 260,000 21.37 12.58
2069631 13.527% 222 63 30/360 150,000 35.21 23.63
2069896 9.277% 259 79 30/360 630,000 31.24 17.56
2069912 9.777% 253 27 30/360 520,000 15.91 9.49
2069920 9.777% 249 36 30/360 234,000 21.1 12.47
2069979 9.277% 268 31 30/360 300,000 17.93 10.37
2070217 12.777% 230 70 30/360 240,000 34.47 13.79
2070399 9.527% 247 108 30/360 790,500 31.33 21.07
2070738 11.777% 231 33 30/360 275,000 22.3 16.08
2070811 9.527% 260 38 30/360 490,000 14.45 8.51
2070860 9.777% 250 39 30/360 676,500 19.35 13.22
2071413 13.527% 232 53 30/360 265,000 29.3 15.53
2071439 9.777% 260 8 30/360 560,000 4.58 2.71
2071447 10.027% 245 47 30/360 420,000 25.51 17.22
2071488 10.027% 281 19 30/360 350,000 11.89 7.61
2071546 8.777% 305 16 30/360 1,950,000 9.27 7.17
2071579 11.393% 220 87 30/360 500,000 27.09 18.06
2071694 9.527% 248 51 30/360 225,000 27.63 18.83
2071892 9.652% 268 20 30/360 1,000,000 12.66 7.07
2071934 9.277% 274 83 30/360 1,295,000 37.16 20.08
2072056 9.402% 254 102 30/360 400,000 44.47 30.57
2072130 10.277% 243 44 30/360 550,000 23.67 16.09
2072213 7.027% 2.090% 7/1/99 34 206 30/360 1,750,000 53.12 42.03
2072239 9.467% 226 74 30/360 843,000 32.23 22.53
2072627 12.777% 227 33 30/360 1,320,000 3.35 2.93
2072742 9.777% 247 49 30/360 391,000 22.6 14.36
2072890 9.777% 281 19 30/360 1,065,000 11.9 7.6
2072957 9.152% 251 48 30/360 1,335,000 25.75 14.93
2072981 9.527% 258 41 30/360 315,000 22.69 12.51
2073104 10.027% 240 58 30/360 415,000 30.71 20.66
2073112 9.777% 245 114 30/360 985,000 45.88 29.06
2073146 11.277% 229 70 30/360 245,000 33.37 24.26
2073153 11.277% 229 70 30/360 245,000 33.37 24.26
2073229 10.187% 189 151 30/360 1,160,000 34.26 27.58
2073278 10.277% 296 29 30/360 580,000 17.09 12.46
2073401 8.777% 288 26 30/360 2,186,501 10.34 6.76
2073443 9.652% 274 25 30/360 514,000 15.17 8.06
2073484 10.277% 258 59 30/360 470,000 31.18 16.77
2073575 9.777% 254 104 30/360 2,000,000 42.64 23.72
2073617 9.402% 250 116 30/360 1,110,000 35.74 24.04
2073633 9.777% 239 55 30/360 1,115,000 28.66 19.46
2073666 9.777% 247 111 30/360 597,000 45.21 28.63
2073716 9.777% 235 70 30/360 1,100,000 12.22 8.4
2073823 12.027% 235 51 30/360 400,000 28.12 18.65
2073906 11.652% 267 31 30/360 260,000 19.02 10.66
2074276 9.527% 235 122 30/360 530,000 41.63 28.1
2074490 12.117% 267 33 30/360 500,000 20.84 11.74
2074516 9.527% 270 29 30/360 320,000 17.34 9.21
2074573 9.527% 254 35 30/360 520,000 16.26 9.51
2074656 13.027% 230 59 30/360 700,000 29.51 19.94
2074755 10.777% 258 38 30/360 247,000 22.72 10.39
2074821 9.777% 269 31 30/360 465,000 18.61 9.97
2075075 9.527% 278 81 30/360 2,600,000 37.76 24.41
2075109 9.527% 266 22 30/360 380,000 12.38 9.41
2075141 6.777% 2.000% 8/1/99 189 171 30/360 1,575,000 51.38 39.94
2075224 9.527% 266 32 30/360 300,000 16.74 11.16
2075448 9.652% 247 52 30/360 1,785,000 25.43 17.4
2075463 9.402% 265 56 30/360 692,000 12.82 7.26
2075505 9.527% 244 67 30/360 420,000 31.36 21.45
2076073 9.152% 255 44 30/360 765,000 23.57 16.44
2076263 9.527% 259 38 30/360 789,000 20.82 10.95
2076305 13.277% 225 38 30/360 360,000 18.51 5.65
2076404 9.777% 248 53 30/360 599,000 27.55 16.28
2076776 10.527% 260 40 30/360 234,500 22.53 12.14
2076958 10.020% 181 59 30/360 520,000 24.83 20.24
2077071 9.527% 247 49 30/360 252,000 26.88 18.22
2077089 9.527% 239 39 30/360 240,000 22.15 14.9
2077147 9.527% 240 58 30/360 240,000 30.85 20.5
2077162 11.152% 239 113 30/360 113,000 47.46 32.77
2077857 10.277% 234 44 30/360 1,000,000 25.76 19.44
2078061 11.402% 238 61 30/360 160,000 29.55 20.73
2078137 9.652% 258 37 30/360 400,000 16.86 9.99
2078178 9.527% 250 49 30/360 310,000 15.47 4.17
2078285 10.277% 261 50 30/360 195,000 24.01 6.24
2078327 9.652% 250 49 30/360 239,000 22.76 14.32
2078335 7.652% 2.620% 9/1/99 44 196 30/360 2,520,000 57.46 45.33
2078376 9.527% 260 39 30/360 268,500 20.66 12.32
2078723 10.152% 236 64 30/360 2,000,000 35.56 25.38
2079242 9.402% 167 196 30/360 824,500 68.34 51.31
2081008 8.808% 3.755% 15.625% 5.625% 10/1/99 151 29 30/360 800,000 16.12 12.18
2081701 10.277% 19 101 30/360 260,000 55.2 55.2
2081743 9.232% 3.829% 17.125% 7.125% 11/1/99 162 138 30/360 394,000 35.23 25.57
2082097 8.514% 3.254% 8/1/99 160 79 30/360 258,000 28.64 21.07
2082352 10.027% 241 57 30/360 195,000 32.56 21.07
2082410 9.527% 244 48 30/360 940,000 26.4 16.91
2085132 8.219% 2.805% 14.125% 4.125% 6/1/99 149 151 30/360 1,000,000 52.9 39.79
2085751 9.402% 54 44 30/360 2,350,000 19.74 15.99
2086973 10.607% 92 268 30/360 1,360,000 69.65 53.24
2088094 11.152% 106 134 30/360 395,000 40.04 32.27
2088128 10.902% 103 77 30/360 3,200,000 25.02 19.82
2088169 11.027% 101 259 30/360 1,500,000 47.18 77.56
2088177 10.687% 102 78 30/360 900,000 43.74 35.8
2088201 7.527% 2.630% 7/1/99 100 260 30/360 850,000 58.47 47.34
2088359 7.777% 3.000% 9/1/99 104 256 30/360 580,000 54.52 43.19
2088763 7.777% 69 51 30/360 3,700,000 14.11 11.16
2088912 11.527% 91 257 30/360 1,690,000 45.83 48.41
2089340 7.652% 2.750% 7/1/99 82 278 30/360 1,200,000 55.49 42.78
2089456 8.277% 3.500% 10/1/99 79 281 30/360 240,000 49.3 39.36
2089472 8.027% 2.750% 11.250% 11/1/99 78 282 30/360 940,000 70.73 56.93
2089480 9.277% 77 243 30/360 425,000 50.48 41.58
2090223 9.777% 20 100 30/360 3,850,000 17.56 17.56
2090322 8.527% 33 207 30/360 2,000,000 53.48 43.05
2090363 10.697% 109 251 30/360 1,230,000 45.5 33.75
2090546 12.027% 110 70 30/360 170,000 32.41 25.37
2090595 12.027% 109 71 30/360 260,000 23.52 18.53
2090868 10.652% 103 17 30/360 3,200,000 10.75 8.54
2090975 7.027% 2.250% 10/1/99 104 136 30/360 2,875,000 34.63 34.33
2090991 10.777% 107 13 30/360 1,840,000 7.38 6.79
2091049 8.277% 3.500% 9/1/99 111 249 30/360 321,000 39.09 29.3
2091056 8.277% 3.500% 10/1/99 109 251 30/360 157,000 57.33 43.9
2091064 7.777% 3.000% 10/1/99 103 257 30/360 1,910,000 19.49 15.26
2091098 10.277% 91 89 30/360 730,000 40.61 39.16
2091114 12.027% 104 76 30/360 975,000 23 13.19
2091155 10.277% 93 87 30/360 535,000 40.78 39.67
2091254 7.777% 3.000% 11.625% 8/1/99 76 104 30/360 900,000 31.91 23.93
2091262 7.777% 3.000% 11.375% 8/1/99 76 284 30/360 650,000 57.54 57.54
2091320 7.902% 3.000% 10.000% 6/1/99 75 285 30/360 800,000 58.86 46.74
2091338 7.527% 2.750% 11.250% 9/1/99 75 285 30/360 1,100,000 63.65 50.96
2091353 7.527% 2.750% 11.125% 9/1/99 74 139 30/360 1,032,000 26.23 21.66
2091429 7.902% 3.000% 11.250% 6/1/99 71 49 30/360 794,500 24.95 23.6
2091445 8.777% 3.500% 11.750% 11/1/99 72 108 30/360 420,000 35.42 28.35
2091502 7.777% 3.000% 12.125% 10/1/99 61 239 30/360 660,000 34.07 27.63
2091510 7.777% 3.000% 10/1/99 61 299 30/360 600,000 55.73 45.18
2091528 8.027% 2.750% 11.875% 11/1/99 60 94 30/360 600,000 20.5 16.24
2091569 8.277% 3.000% 12.250% 11/1/99 60 300 30/360 850,000 40.45 32.04
2091585 8.902% 59 181 30/360 1,460,000 53.75 42.37
2091593 8.727% 59 301 30/360 280,000 69.55 55.1
2091601 8.727% 59 301 30/360 470,000 68.78 54.49
2091619 7.652% 2.750% 6/1/99 59 133 30/360 710,000 60.53 49.24
2091635 7.652% 2.750% 12.250% 6/1/99 59 241 30/360 1,690,000 57.65 45.99
2091650 9.527% 59 229 30/360 365,000 65.26 59.55
2091684 8.402% 3.500% 6/1/99 59 301 30/360 555,000 40.66 32.21
2091700 7.902% 3.000% 6/1/99 59 301 30/360 500,000 62.18 50.36
2091718 7.777% 60 241 ACTUAL/360 LY 1,650,000 54.66 43.38
2091742 8.777% 59 243 ACTUAL/360 LY 1,120,000 58.55 45.5
2091759 8.277% 3.000% 11/1/99 60 300 30/360 675,000 69.32 56.39
2091767 7.527% 2.750% 10/1/99 61 299 30/360 1,250,000 71.31 58.68
2091783 9.277% 61 119 30/360 1,960,000 32.77 27.26
2091866 9.527% 59 121 30/360 3,400,000 14.73 11.98
2091890 7.502% 2.600% 6/1/99 59 176 30/360 3,815,000 20.44 16.19
2091957 9.017% 60 120 30/360 1,963,000 56.71 44.95
2092013 8.937% 60 60 30/360 1,650,000 42.66 34.53
2092088 9.337% 59 241 30/360 2,280,000 32.95 24.6
2092237 7.902% 3.000% 6/1/99 59 128 30/360 558,000 26.48 21.13
2092245 9.527% 58 218 30/360 350,000 58.34 40.84
2092260 9.527% 59 238 30/360 600,000 45.3 37.16
2092294 7.652% 2.750% 12.750% 7/1/99 58 265 30/360 1,065,000 15.81 12.78
2092302 7.652% 2.750% 7/1/99 58 122 30/360 1,300,000 56.93 47.4
2092351 7.902% 3.000% 13.000% 7/1/99 58 230 30/360 700,000 47.87 33.89
2092377 7.902% 3.000% 7/1/99 58 206 30/360 680,000 19.92 16.19
2092419 7.378% 2.476% 15.289% 7/1/99 59 241 30/360 1,550,000 56.88 43
2093185 7.652% 2.750% 7/1/99 58 302 30/360 1,400,000 66.58 53.83
2093201 7.652% 2.750% 7/1/99 58 302 30/360 1,300,000 72.96 58.21
2093219 9.527% 58 254 30/360 225,000 50.55 40.95
2093227 7.527% 2.750% 8/1/99 57 231 30/360 1,300,000 60.48 47.67
2093250 9.527% 57 84 30/360 180,000 34.11 27.34
2093276 9.652% 58 242 30/360 1,790,000 39.51 33.61
2093334 9.052% 57 183 30/360 2,470,000 52.65 42.79
2093383 7.527% 2.750% 8/1/99 57 242 30/360 754,448 58.5 43.75
3000106 9.027% 54 248 ACTUAL/360 LY 1,700,000 61.19 47.95
3000171 7.602% 2.700% 6/1/99 53 187 30/360 1,230,000 51.06 41.87
3000189 8.027% 3.114% 15.750% 6/1/99 53 247 30/360 1,400,000 62.83 53.1
3000254 8.277% 51 189 30/360 2,000,000 58.52 41.68
3000296 7.402% 2.579% 15.250% 6/1/99 52 188 30/360 1,420,000 58.16 76.47
3000338 10.277% 53 307 30/360 120,000 68.95 55.9
3000379 11.027% 52 128 30/360 2,390,000 53.78 43.6
3000403 10.152% 52 248 30/360 910,000 71.54 57.84
3000411 9.402% 4.500% 7/1/99 52 248 30/360 358,000 47.48 37.49
3000445 8.902% 43 248 30/360 1,000,000 56.66 45.94
3000627 10.007% 52 248 30/360 1,550,000 52.25 41.26
3000759 8.777% 52 68 30/360 800,000 42.05 35.77
3000791 9.887% 40 32 30/360 545,000 19.06 15.49
3000833 10.727% 52 308 30/360 550,000 76.32 69.96
3000866 9.527% 52 128 30/360 390,000 59.3 48.98
3000924 10.727% 51 249 30/360 350,000 68.48 53.93
3001013 7.777% 3.000% 9/1/99 50 250 30/360 450,000 65.05 51.91
3001062 7.777% 3.000% 8/1/99 51 189 30/360 850,000 63.92 50
3001229 7.277% 2.391% 15.125% 8/1/99 51 249 30/360 2,005,000 51.46 41.38
3001401 7.277% 2.500% 10/1/99 49 191 30/360 1,150,000 58.93 47.11
3001492 7.277% 2.417% 15.500% 10/1/99 49 251 30/360 1,555,000 60.53 44.6
3001534 8.277% 3.220% 9/1/99 50 70 30/360 1,640,000 44.79 35.67
3001567 7.402% 2.570% 15.750% 6/1/99 47 253 30/360 1,008,000 60.88 50.37
3001583 8.027% 3.000% 9/1/99 50 70 30/360 495,000 9.99 8.15
3001815 10.727% 49 71 30/360 565,000 31.68 23.37
3001864 9.777% 50 70 30/360 200,000 43.78 34.65
3001872 7.402% 2.520% 15.875% 11/1/99 48 192 30/360 1,880,000 48.27 38.2
3002813 8.777% 61 61 ACTUAL/360 LY 550,000 30.97 24.19
3002953 9.227% 56 125 30/360 650,000 60.4 31.41
3003191 7.902% 2.000% 15.000% 8.000% 10/1/00 103 260 ACTUAL/360 980,000 69.84 51.93
3004769 7.777% 57 15 30/360 1,000,000 7.5 5.77
3005238 7.777% 114 60 ACTUAL/365 1,900,000 36.22 27.46
3006517 9.027% 3.750% 11/1/99 48 252 30/360 1,180,000 60.5 44.7
3006533 8.652% 46 194 30/360 2,650,000 50.18 41.52
3006699 7.902% 3.000% 14.250% 6/1/99 47 133 30/360 423,000 55.67 44.47
3006715 8.527% 3.250% 14.625% 11/1/99 48 312 30/360 308,000 71.91 56.46
3006731 8.652% 46 254 30/360 1,100,000 60.47 49.72
3006806 9.777% 49 309 30/360 150,000 60.76 46.82
3006871 8.402% 3.500% 6/1/99 47 253 30/360 200,000 61.85 49.35
3006897 8.277% 45 255 30/360 1,781,000 71.08 55.16
3006996 6.902% 2.000% 7/1/99 46 194 30/360 400,000 50.07 39.7
3007234 8.607% 46 254 30/360 1,020,000 67.52 53.44
3007259 8.152% 47 97 30/360 3,210,000 24.64 19.51
3007333 10.027% 47 164 30/360 195,000 61.16 48.21
3007390 8.777% 47 133 30/360 1,385,000 49.79 37.47
3007416 9.652% 49 71 30/360 1,700,000 40.57 31.73
3007465 9.777% 47 22 30/360 510,000 15.28 11.15
3007580 8.652% 46 254 30/360 1,190,000 71.27 55.41
3007614 8.527% 44 196 30/360 365,000 68.07 53.24
3007622 8.527% 44 196 30/360 820,000 61.16 47.83
3007630 8.527% 44 196 30/360 940,000 54.82 42.87
3007663 8.402% 3.500% 7/1/99 46 134 30/360 120,000 68.59 42.21
3007671 8.652% 45 255 30/360 1,100,000 70.76 58.55
3007838 8.277% 45 194 30/360 1,775,000 70 57.2
3008091 8.652% 45 195 30/360 1,785,000 51.49 42.3
3008109 9.902% 45 315 30/360 550,000 26.63 22.04
3008117 8.477% 42 197 30/360 1,900,000 56.52 45.76
3008190 7.937% 46 194 30/360 1,300,000 65.48 48.41
3008208 8.777% 44 256 30/360 1,600,000 59.61 47.18
3008224 9.777% 46 134 30/360 119,000 55.98 44.94
3008257 7.527% 2.690% 8/1/99 46 255 30/360 1,250,000 56.89 45.52
3008265 7.777% 2.880% 15.875% 8/1/99 45 75 30/360 5,100,000 21.18 17.39
3008273 8.652% 45 135 30/360 1,850,000 60.28 49.55
3008281 7.277% 2.530% 15.750% 6/1/99 46 254 30/360 1,350,000 68.24 51.67
3008315 8.277% 46 254 30/360 800,000 63.95 52.26
3008323 8.277% 46 254 30/360 970,000 64.47 52.68
3008372 8.652% 45 135 30/360 1,695,000 37.96 30.45
3008638 7.277% 2.500% 9/1/99 44 316 30/360 1,880,000 71.99 56.7
3008729 8.902% 44 75 30/360 380,000 51.83 43.49
3008836 7.937% 42 198 30/360 2,400,000 36.39 26.91
3008877 8.777% 52 127 ACTUAL/360 1,790,000 56 43.74
3008901 8.277% 44 316 30/360 1,530,000 68.86 56.95
3008968 8.427% 42 78 30/360 2,000,000 18.56 14.64
3008992 10.277% 44 256 30/360 1,350,000 21.4 16.94
3009099 7.902% 3.125% 9/1/99 44 136 30/360 211,000 64.54 51.06
3009123 7.527% 44 256 30/360 2,600,000 43.58 41.97
3009164 6.777% 2.000% 9/1/99 44 316 30/360 370,000 52.09 40.14
3009313 8.527% 43 137 30/360 1,900,000 36.38 29.73
3009339 7.777% 43 137 30/360 3,920,000 36.05 27.35
3009404 8.902% 43 257 30/360 1,270,000 48.77 37.96
3009438 8.652% 44 40 30/360 1,010,000 30.67 24.62
3009529 8.527% 3.750% 10/1/99 43 281 30/360 750,000 69.47 57.07
3009560 8.497% 43 257 30/360 2,150,000 62.06 48.96
3009644 8.902% 43 77 30/360 790,000 51.53 40.17
3009701 7.902% 3.125% 10/1/99 43 235 30/360 550,000 16.67 12.45
3009750 8.902% 42 258 30/360 400,000 70.58 56.05
3009776 8.527% 43 137 30/360 2,150,000 57.57 46.05
3009826 7.527% 2.750% 10/1/99 43 41 30/360 1,740,000 21.89 16.66
3009834 8.902% 43 257 30/360 1,200,000 65.31 48.17
3009842 8.527% 43 317 30/360 575,000 58.77 48.99
3009867 9.027% 43 197 30/360 1,450,000 64.85 52.85
3009933 8.902% 43 257 30/360 490,000 68.27 66.9
3010014 7.152% 2.250% 6/1/99 41 111 30/360 840,000 27.71 21.84
3010055 7.277% 42 198 30/360 1,100,000 40.27 30.98
3010113 8.977% 41 259 30/360 455,000 71.81 55.18
3010154 8.977% 41 259 30/360 385,000 71.81 55.18
3010162 8.977% 41 259 30/360 520,000 71.81 56.56
3010360 8.777% 50 250 ACTUAL/360 1,800,000 57.82 43.91
3010956 8.527% 57 179 ACTUAL/360 LY 1,050,000 62.26 48.5
3010964 7.052% 2.150% 6/1/99 41 79 30/360 460,000 55.09 42.33
3010972 7.052% 2.150% 6/1/99 41 79 30/360 440,000 51.53 32.39
3010980 7.652% 42 318 30/360 1,690,000 68.65 55.25
3011079 8.652% 42 318 30/360 715,000 61.21 48.44
3011137 8.527% 3.250% 11/1/99 42 138 30/360 380,000 20.67 16.31
3011145 8.027% 3.250% 8/1/99 39 45 30/360 400,000 41.32 32.16
3011152 8.652% 40 76 30/360 630,000 40.77 30.87
3011228 8.527% 42 138 30/360 1,150,000 56.59 44.64
3011244 7.567% 40 260 30/360 1,930,000 68.95 50.94
3011327 7.902% 2.625% 11/1/99 42 138 30/360 650,000 57.75 45.34
3011335 8.152% 41 259 30/360 1,810,000 71.62 58.53
3011350 8.652% 41 259 30/360 545,000 69.77 54.78
3011376 7.777% 41 94 30/360 780,000 42.55 32.85
3011384 6.902% 2.000% 6/1/99 41 139 30/360 1,200,000 64.54 51.5
3011392 8.277% 41 234 30/360 820,000 56.5 43.54
3011491 8.902% 41 199 30/360 1,620,000 45.9 37.67
3011509 9.527% 41 259 30/360 490,000 76.76 60.51
3011558 7.527% 40 140 30/360 1,315,000 64.92 53.06
3011566 9.777% 41 259 30/360 310,000 37.43 28.1
3011582 9.527% 41 259 30/360 183,000 72.01 56.72
3011590 8.277% 41 20 30/360 945,000 6.65 5.34
3011608 8.152% 3.250% 6/1/99 41 139 30/360 1,000,000 53.27 42.03
3011665 7.152% 2.260% 15.250% 6/1/99 41 259 30/360 2,060,000 69.26 36.59
3011673 8.777% 40 140 30/360 205,000 58.2 44.77
3011699 8.027% 41 259 30/360 1,445,000 71.43 58.37
3011749 8.677% 40 253 30/360 740,000 72.19 53.34
3011764 7.777% 41 139 30/360 1,740,000 37.25 29.14
3011814 7.537% 41 199 30/360 3,600,000 30.61 24.22
3011848 7.902% 41 259 30/360 1,040,000 73.19 54.37
3011897 8.527% 41 259 30/360 1,900,000 44.52 32.47
3011939 9.652% 40 140 30/360 308,000 44.53 34.72
3011947 8.277% 39 260 30/360 2,065,000 69.4 53.79
3011962 8.027% 41 139 30/360 1,780,000 65 53.12
3011988 7.402% 2.500% 6/1/99 41 259 30/360 450,000 27.92 21.99
3011996 8.027% 39 141 30/360 2,182,000 54.62 54.67
3012002 8.777% 40 200 30/360 400,000 46.52 36.39
3012028 8.277% 40 80 30/360 980,000 46.24 35.35
3012044 8.027% 39 249 30/360 845,000 65.5 50.11
3012101 7.402% 2.500% 7/1/99 40 260 30/360 700,000 72.85 59.85
3012119 8.277% 40 140 30/360 665,000 65.62 53.13
3012135 9.402% 40 252 30/360 247,000 71.42 56.96
3012176 7.402% 40 140 30/360 2,925,000 36.35 34.86
3012184 6.777% 2.000% 8/1/99 39 160 30/360 2,250,000 60.52 46.72
3012200 7.402% 40 73 30/360 1,150,000 30.17 23.6
3012234 7.527% 40 320 30/360 1,420,000 74.98 58.35
3012242 7.777% 38 142 30/360 400,000 53.35 41.38
3012317 7.777% 40 141 30/360 562,500 58.72 68.82
3012325 7.777% 40 200 30/360 1,250,000 70.11 57.54
3012341 8.277% 40 320 30/360 765,000 57.18 41.71
3012358 8.527% 40 320 30/360 640,000 38.33 27.96
3012390 8.027% 40 140 30/360 1,700,000 60.84 51.05
3012408 7.652% 39 80 30/360 940,000 48.98 37.63
3012432 9.152% 40 320 30/360 385,000 50.72 39.67
3012440 8.527% 40 320 30/360 830,000 67.43 49.85
3012481 9.152% 40 200 30/360 220,000 61.94 48.29
3012515 8.402% 3.500% 7/1/99 40 80 30/360 148,000 51.45 40.56
3012598 7.152% 2.120% 9/1/99 38 262 30/360 1,100,000 54.59 42.04
3012614 7.152% 2.120% 9/1/99 38 262 30/360 600,000 71.49 38.99
3012648 7.902% 40 260 30/360 2,850,000 28.42 20.01
3012655 8.527% 40 44 30/360 350,000 18.82 14.3
3012721 8.277% 39 321 30/360 370,000 72.97 58.5
3012739 7.527% 2.750% 8/1/99 39 141 30/360 1,000,000 46.62 35.33
3012754 7.527% 40 320 30/360 900,000 73.13 56.91
3012796 7.902% 3.000% 7/1/99 40 260 30/360 900,000 56.85 44.81
3012804 7.867% 39 46 30/360 1,700,000 26.7 21.42
3012879 7.527% 40 260 30/360 2,560,000 55.12 45.04
3012929 7.527% 40 140 30/360 2,930,000 38.41 30.04
3012960 8.277% 39 321 30/360 360,000 63.24 51.76
3012978 8.277% 38 322 30/360 385,000 62.97 48.75
3012994 8.152% 3.250% 7/1/99 40 140 30/360 235,000 63.49 49.85
3013000 8.277% 40 80 30/360 650,000 29.05 22.21
3013026 9.277% 40 260 30/360 470,000 51.15 34.34
3013034 9.152% 39 201 30/360 203,000 59.89 48.98
3013059 7.777% 39 321 30/360 845,000 72.68 56.83
3013067 8.277% 38 322 30/360 410,000 65.31 52.62
3013117 7.177% 2.400% 8/1/99 39 81 30/360 830,000 31.96 25.77
3013133 9.152% 39 81 30/360 173,000 57.89 45.62
3013141 8.277% 39 321 30/360 570,000 68.27 53.8
3013166 7.427% 39 201 30/360 1,375,000 40.52 31.32
3013174 7.427% 39 201 30/360 1,530,000 34.73 26.85
3013182 8.402% 39 261 30/360 355,000 64.73 44.19
3013190 7.777% 39 141 30/360 1,610,000 53.61 41.54
3013240 7.777% 3.000% 8/1/99 39 45 30/360 1,300,000 21.57 15.17
3013265 7.427% 39 201 30/360 1,300,000 37.57 29.22
3013281 7.427% 39 201 30/360 2,025,000 47.8 37.18
3013307 7.777% 39 261 30/360 1,190,000 70.98 60.33
3013323 7.777% 38 122 30/360 1,700,000 61.54 48.93
3013356 7.777% 3.000% 9/1/99 38 82 30/360 430,000 49.35 38.32
3013422 7.902% 39 261 30/360 1,437,000 61.09 50.32
3013463 7.777% 38 262 30/360 1,350,000 67.18 55.34
3013489 7.777% 38 262 30/360 760,000 71.6 58.98
3013497 9.152% 38 262 30/360 430,000 55.99 45.26
3013521 7.152% 2.280% 10/1/99 37 143 30/360 1,000,000 57.17 45.02
3013539 8.027% 38 142 30/360 715,000 61.38 50.56
3013612 7.527% 37 143 30/360 900,000 57.49 40.52
3013661 8.152% 38 322 30/360 1,020,000 71.71 52.68
3013687 9.152% 38 322 30/360 185,000 66.06 54.71
3013711 7.527% 37 74 30/360 870,000 24.24 24.81
3013760 7.777% 38 262 30/360 300,000 71.6 57.72
3013794 9.152% 38 314 30/360 214,286 68.06 57.19
3013802 8.027% 36 264 30/360 883,000 52.13 39.17
3013810 8.027% 38 322 30/360 390,000 72.31 58.15
3013919 8.277% 38 322 30/360 420,000 60.28 49.33
3013992 8.027% 38 262 30/360 1,137,000 64.66 50.11
3014032 7.777% 3.000% 9/1/99 38 262 30/360 315,000 71.89 57.11
3014040 8.527% 38 142 30/360 1,140,000 38.69 30.01
3014131 8.527% 38 80 30/360 1,000,000 52.85 41.04
3014180 7.777% 38 224 30/360 700,000 63.87 48.05
3014198 9.277% 39 81 30/360 410,000 31.43 23.67
3014230 8.277% 38 142 30/360 1,399,000 61.42 51.15
3014248 8.027% 37 95 30/360 620,000 36.35 26.71
3014263 8.927% 36 152 30/360 192,000 55.56 44.68
3014271 7.277% 2.500% 10/1/99 37 138 30/360 575,000 25.32 20.36
3014362 8.277% 36 324 30/360 400,000 60.95 50.51
3014370 8.027% 37 123 30/360 1,160,000 56.32 47.33
3014412 9.152% 37 323 30/360 365,000 67.02 51.88
3014438 10.777% 36 324 30/360 280,000 50.86 39.18
3014537 7.652% 37 263 30/360 925,000 70.74 56.99
3014545 7.777% 37 191 30/360 635,000 61.24 51.46
3014552 8.777% 35 205 30/360 635,000 38.51 29.84
3014586 9.152% 30 253 30/360 600,000 61.04 47.95
3014602 7.877% 37 237 30/360 355,000 65.52 53.82
3014636 8.777% 36 204 30/360 2,560,000 54.98 40.39
3014644 7.777% 37 227 30/360 785,000 40.79 21.34
3014669 7.777% 37 145 30/360 900,000 58.44 44.2
3014677 8.027% 37 263 30/360 1,550,000 58.05 44.99
3014693 7.777% 37 143 30/360 1,320,000 61.49 48.27
3014776 9.277% 36 144 30/360 1,200,000 57.3 47.48
3014818 8.527% 36 144 30/360 2,410,000 30.44 23.61
3014867 7.527% 36 182 30/360 670,000 57.43 45.26
3014883 8.027% 37 263 30/360 800,000 35.91 28.75
3014966 8.527% 36 264 30/360 605,000 39.75 32.17
3014982 7.652% 2.840% 11/1/99 36 204 30/360 1,150,000 62.9 50.7
3014990 8.277% 37 143 30/360 2,500,000 44.1 35
3015021 8.777% 37 274 30/360 425,000 67.71 53.57
3015054 8.277% 35 154 30/360 895,000 39.23 33.93
3015062 7.527% 37 172 30/360 1,800,000 54.43 41.17
3015088 7.902% 36 144 30/360 940,000 57.93 45.42
3015104 8.527% 36 84 30/360 1,050,000 33.65 26.08
3015112 8.652% 36 264 30/360 780,000 69.11 54.46
3015120 7.777% 2.500% 12.875% 11/1/99 36 144 30/360 625,000 50.9 40.27
3015161 9.277% 37 107 30/360 710,000 56.15 39.87
3015195 9.277% 36 204 30/360 650,000 45.64 34.52
3015260 7.152% 2.375% 6/15/99 35 325 30/360 940,000 73.02 61.76
3015286 9.277% 36 324 30/360 500,000 67.96 53.77
3015310 8.902% 36 264 30/360 2,040,000 72.3 56.98
3015328 8.652% 36 264 30/360 1,700,000 69.93 55.11
3015336 8.652% 36 264 30/360 1,490,000 66.22 52.19
3015344 8.902% 36 264 30/360 1,070,000 62.7 49.42
3015385 8.027% 36 324 30/360 800,000 56.62 30.71
3015393 8.777% 36 144 30/360 500,000 66.84 56.17
3015401 8.527% 35 325 30/360 800,000 53.13 40.01
3015450 7.777% 36 324 30/360 960,000 70.93 57.2
3015484 9.527% 35 85 30/360 1,180,000 39.68 37.46
3015542 8.027% 36 204 30/360 855,000 65.48 49.8
3015609 8.652% 36 144 30/360 760,000 64.57 52.05
3015617 9.402% 36 264 30/360 166,000 64.05 50.42
3015625 8.277% 36 324 30/360 838,000 60.78 48.24
3015633 8.652% 36 135 30/360 525,000 64.43 50.78
3015641 7.652% 36 324 30/360 1,950,000 65.25 51.45
3015716 7.777% 36 124 30/360 1,000,000 49.34 41.12
3015724 8.277% 35 183 30/360 960,000 49.4 34.94
3015740 8.152% 36 324 30/360 1,300,000 73.1 58.01
3015757 10.027% 33 327 30/360 190,000 54.9 42.5
3015765 10.027% 35 205 30/360 190,000 64.88 58.7
3015781 8.777% 3.500% 11/1/99 36 71 30/360 370,000 28.66 22.77
3015849 8.277% 35 145 30/360 940,000 51.23 39.77
3015856 7.902% 36 144 30/360 2,840,000 43.49 34.27
3015880 8.652% 35 205 30/360 1,400,000 64.36 51.93
3015948 8.527% 35 205 30/360 315,000 67.34 53.07
3015989 6.902% 2.000% 6/1/99 35 325 30/360 485,000 72.11 57.24
3015997 8.527% 35 325 30/360 675,000 73.29 61.59
3016003 8.527% 35 265 30/360 1,150,000 64.9 53.7
3016011 9.277% 36 144 30/360 470,000 53.57 43.41
3016045 8.027% 35 325 30/360 1,900,000 59 47.24
3016177 8.377% 35 145 30/360 1,300,000 66.86 53.15
3016193 8.277% 35 145 30/360 590,000 49.82 38.61
3016235 9.652% 35 85 30/360 495,000 60.07 48.56
3016300 8.152% 3.250% 6/1/99 35 265 30/360 540,000 68.43 54.41
3016318 8.152% 34 146 30/360 1,625,000 68.63 55.3
3016334 9.652% 35 265 30/360 265,000 72.67 57.73
3016342 8.527% 35 244 30/360 476,000 55.27 43.29
3016359 8.777% 29 151 30/360 550,000 54.05 42.46
3016375 8.277% 35 145 30/360 3,000,000 44.53 34.98
3016383 9.527% 33 147 30/360 395,000 65.44 55.41
3016417 7.027% 2.125% 12.625% 6/1/99 35 325 30/360 679,000 63.17 49.98
3016474 8.527% 34 302 30/360 600,000 64.07 50.24
3016482 7.027% 2.090% 7/1/99 34 266 30/360 1,015,000 71.93 52.84
3016516 7.277% 2.490% 7/1/99 22 278 30/360 1,324,000 29.58 29.58
3016532 7.152% 2.250% 6/1/99 35 145 30/360 740,000 59.5 43.71
3016540 7.527% 35 325 30/360 1,540,000 69.39 54.62
3016557 7.777% 35 111 30/360 1,430,000 43.21 34.33
3016615 8.277% 35 128 30/360 780,000 61.98 48.85
3016672 7.777% 35 71 30/360 635,000 12.78 9.72
3016730 7.652% 34 146 30/360 890,000 55.4 43.09
3016755 7.652% 34 146 30/360 990,000 67.3 52.34
3016763 7.652% 34 146 30/360 1,065,000 47.3 36.79
3016821 8.527% 35 265 30/360 2,100,000 36.69 27.32
3016839 8.777% 34 326 30/360 1,475,000 39.82 31.76
3016847 8.777% 34 326 30/360 610,000 70.61 58.42
3016904 7.652% 2.750% 6/1/99 35 145 30/360 735,000 49.85 37.77
3016938 9.527% 34 146 30/360 380,000 46.38 37.49
3017027 9.277% 35 325 30/360 450,000 66.98 52.99
3017043 8.277% 34 206 30/360 730,000 35.24 27.34
3017050 8.277% 34 206 30/360 1,125,000 47.14 35.66
3017068 7.552% 2.650% 7/1/99 34 146 30/360 535,000 61.39 51.93
3017100 8.402% 34 266 30/360 1,935,000 72.08 58.99
3017118 8.777% 34 146 30/360 715,000 53.38 44.17
3017126 7.402% 2.500% 7/1/99 34 326 30/360 600,000 40.63 32.24
3017167 7.152% 2.250% 6/1/99 35 325 30/360 452,000 68.1 56.39
3017209 8.027% 34 86 30/360 470,000 63.38 49.25
3017217 8.902% 34 266 30/360 257,000 66.92 51.87
3017258 8.777% 34 146 30/360 585,000 50.66 37.72
3017266 8.777% 34 146 30/360 535,000 60.43 45
3017274 9.027% 33 207 30/360 840,000 43.91 33.34
3017423 8.027% 33 81 30/360 865,000 52.58 40.82
3017480 9.027% 34 269 30/360 810,000 51.76 41.08
3017498 9.152% 34 56 30/360 1,150,000 24.38 20.19
3017514 8.277% 33 267 30/360 630,000 53.56 41.58
3017548 7.152% 2.160% 7/1/99 34 266 30/360 2,250,000 59.71 45.99
3017555 7.777% 34 146 30/360 400,000 62.31 48.29
3017563 10.027% 35 25 30/360 290,000 21.52 16.19
3017589 9.402% 34 266 30/360 400,000 54.49 44.47
3017639 9.277% 34 146 30/360 670,000 50.59 37.17
3017654 10.402% 34 142 30/360 200,000 62.85 49.88
3017662 10.402% 34 146 30/360 300,000 53.09 42.91
3017688 7.402% 2.500% 13.000% 7/1/99 34 146 30/360 810,000 38.52 30.78
3017704 9.277% 33 147 30/360 450,000 50.09 39.82
3017746 8.777% 33 74 30/360 1,150,000 19.98 15.7
3017795 7.152% 2.250% 7/1/99 34 144 30/360 945,000 59.41 48.94
3017803 8.277% 34 202 30/360 2,400,000 56.26 43.6
3017829 8.902% 34 146 30/360 860,000 61.16 43.1
3017837 8.777% 34 137 30/360 150,000 60.6 47.09
3017845 7.277% 2.375% 7/1/99 34 326 30/360 930,000 52.41 41.17
3017852 8.902% 33 87 30/360 1,610,000 50.21 39.57
3017860 7.277% 2.410% 8/1/99 33 267 30/360 2,450,000 58.91 46.55
3017878 7.902% 34 206 30/360 1,640,000 62.76 46.11
3017902 8.902% 34 265 30/360 935,000 69.24 51.56
3017910 8.777% 34 245 30/360 760,000 52.53 41.26
3017928 7.777% 34 146 30/360 660,000 66.72 52.79
3017936 8.027% 34 206 30/360 885,000 60.88 45.8
3017944 8.027% 34 206 30/360 800,000 60.91 45.82
3017993 8.277% 3.500% 8/1/99 33 147 30/360 185,000 56.61 43.86
3018009 7.152% 2.250% 7/1/99 34 326 30/360 560,000 69.74 55.18
3018017 9.652% 33 161 30/360 310,000 44.83 35.33
3018082 8.652% 33 147 30/360 1,550,000 62.17 42.82
3018090 7.652% 2.750% 7/1/99 34 143 30/360 440,000 59.17 48.74
3018108 8.977% 33 327 30/360 1,485,000 66.02 52.66
3018140 7.027% 2.250% 8/1/99 33 147 30/360 1,500,000 51.49 51.49
3018207 9.277% 33 143 30/360 360,000 53.8 43.13
3018215 7.527% 2.750% 8/1/99 33 267 30/360 825,000 46.83 37.2
3018231 9.777% 33 327 30/360 1,000,000 22.62 18.71
3018264 9.277% 33 147 30/360 1,310,000 37.31 29.41
3018272 8.127% 33 147 30/360 1,227,000 54.72 41.12
3018314 8.777% 33 195 30/360 1,200,000 61.75 57.89
3018355 8.527% 3.750% 14.500% 8/1/99 33 147 30/360 195,000 60.89 36.87
3018363 7.152% 2.340% 8/1/99 33 267 30/360 1,890,000 58.53 48.42
3018405 9.277% 33 267 30/360 1,340,000 54.25 41.35
3018561 9.027% 30 90 30/360 210,000 62.16 50.24
3018579 9.027% 33 127 30/360 610,000 45.44 36.24
3018611 8.577% 32 268 30/360 1,100,000 64.61 51.53
3018678 9.027% 33 267 30/360 1,200,000 48.4 39.5
3018694 10.527% 33 207 30/360 180,000 71.58 57.09
3018702 9.777% 32 148 30/360 331,000 51.8 42.67
3018728 8.902% 33 95 30/360 1,425,000 37.12 27.64
3018744 8.777% 32 328 30/360 1,950,000 69.38 61.49
3018751 9.027% 32 328 30/360 930,000 73.6 58.51
3018785 7.717% 39 142 30/360 1,240,000 59.98 47.83
3018884 7.402% 2.500% 9/10/99 32 148 30/360 500,000 71.04 56.09
3018892 7.277% 2.500% 9/1/99 32 268 30/360 345,000 69.82 55.02
3018900 8.902% 31 269 30/360 1,220,000 58.83 46.74
3018918 7.652% 2.875% 13.500% 9/1/99 32 148 30/360 750,000 60.08 47.53
3018934 9.027% 32 52 30/360 315,000 50.57 39.18
3018959 6.777% 2.000% 10/1/99 31 329 30/360 1,025,000 76.11 59.98
3018983 8.477% 32 28 ACTUAL/360 765,000 16.73 13.13
3019015 8.402% 32 328 30/360 1,500,000 77.18 58.86
3019221 8.527% 52 191 ACTUAL/360 LY 1,025,000 66.53 51.92
3019387 8.277% 33 87 30/360 3,100,000 42.39 31.23
3019429 10.527% 49 135 ACTUAL/360 LY 676,000 64.84 49.96
3019486 8.777% 49 122 ACTUAL/360 2,625,000 31.1 23.68
3019619 8.527% 53 247 ACTUAL/360 LY 1,350,000 44.55 33.87
3019635 8.652% 160 209 30/360 362,000 46.09 27.81
3019650 8.777% 58 182 30/360 1,940,000 65.58 66.26
3019676 8.652% 24 214 30/360 1,300,000 68.84 68.84
3019783 7.777% 32 268 30/360 595,000 51.98 38.71
3019791 7.277% 2.500% 9/1/99 30 328 30/360 470,000 62.43 51.7
3019809 8.907% 32 88 30/360 1,980,000 28.81 22.57
3019825 8.527% 32 328 30/360 1,875,000 36.56 28.93
3019833 7.652% 29 329 30/360 1,900,000 61.87 48.76
3019841 6.777% 2.000% 9/1/99 32 208 30/360 2,000,000 27.32 34.15
3019965 8.527% 32 148 30/360 400,000 69.53 55.23
3019981 8.777% 31 269 30/360 615,000 67.83 54.83
3020013 8.527% 31 329 30/360 1,180,000 67.77 72.7
3020039 8.277% 31 149 30/360 1,160,000 66.28 51.36
3020047 8.527% 31 196 30/360 865,000 56.78 45.66
3020104 7.027% 2.250% 10/1/99 31 149 30/360 450,000 64.98 53.9
3020138 9.527% 31 149 30/360 240,000 68.5 51.53
3020153 10.527% 31 46 30/360 350,000 36.78 28.99
3020161 8.277% 32 328 30/360 1,300,000 72.25 54.34
3020203 8.527% 31 317 30/360 1,090,000 68.62 53.81
3020351 10.027% 159 200 30/360 460,000 50.23 37.21
3020369 10.027% 157 31 30/360 584,000 15.7 12.65
3020443 10.027% 154 202 30/360 475,000 55.42 40.86
3020450 10.027% 151 209 30/360 410,000 65.24 49.48
3020476 10.027% 146 212 30/360 400,000 43.09 32.79
3020484 10.027% 142 218 30/360 640,000 49.61 38.57
3020492 10.027% 141 219 30/360 365,000 65.94 52.15
3020534 9.427% 31 329 30/360 194,000 63.36 53.59
3020559 6.802% 1.900% 7/1/99 28 272 30/360 3,365,000 43.06 32.04
3020567 6.802% 1.900% 7/1/99 28 272 30/360 3,940,000 36.77 27.37
3020583 8.027% 3.250% 10/1/99 31 109 30/360 280,000 41.23 32.49
3020609 7.277% 2.500% 10/1/99 31 243 30/360 1,490,000 22.78 16.95
3020658 9.027% 31 149 30/360 640,000 67.45 53.16
3020682 9.527% 31 149 30/360 940,000 55.87 42.01
3020724 9.277% 27 155 30/360 415,000 67.26 55.41
3020757 8.777% 29 90 30/360 810,000 21.92 16.89
3020773 8.777% 31 209 30/360 2,475,000 49.8 35.4
3020781 8.027% 3.250% 10/1/99 30 329 30/360 360,000 59.96 44.05
3020815 8.027% 31 267 30/360 1,785,000 27.07 21
3020831 9.652% 31 149 30/360 390,000 58.37 43.96
3020849 8.777% 30 330 30/360 600,000 73.63 60.08
3020864 9.527% 29 42 30/360 1,215,000 19.01 14.5
3020880 9.402% 30 76 30/360 404,000 32.63 25.58
3020898 7.777% 31 329 30/360 1,721,000 70.94 58.14
3020906 8.777% 30 150 30/360 430,000 42.39 32.49
3020914 8.777% 29 151 30/360 380,000 68.61 54.07
3020930 9.777% 31 80 30/360 530,000 35.47 27.81
3020963 9.402% 29 271 30/360 1,170,000 16.65 12.71
3021003 7.652% 2.375% 11/1/99 30 330 30/360 975,000 38.61 30.33
3021037 8.527% 30 330 30/360 1,000,000 73.56 53.03
3021052 7.652% 2.840% 11/1/99 30 270 30/360 985,000 68.79 53.25
3021060 8.652% 30 138 30/360 715,000 53.4 43.28
3021128 9.402% 29 151 30/360 415,000 66.42 53.69
3021136 9.527% 30 270 30/360 500,000 63.27 52.78
3021169 10.652% 30 330 30/360 210,000 69.12 44.66
3021326 7.152% 2.250% 6/1/99 29 211 30/360 2,400,000 55.13 44.67
3021417 8.027% 25 144 30/360 390,000 68.71 68.71
3021425 8.027% 29 148 30/360 950,000 66.28 52.7
3021433 6.777% 2.000% 6/21/99 29 272 30/360 315,000 61.64 49.87
3021474 9.277% 29 151 30/360 475,000 64.26 52.6
3021516 8.027% 28 152 30/360 2,400,000 57.07 45.65
3021532 8.277% 30 270 30/360 1,430,000 50.76 26.39
3021540 7.527% 29 211 30/360 2,035,000 52.56 40.09
3021573 8.027% 2.750% 13.500% 11/1/99 30 120 30/360 450,000 38.22 30.03
3021607 8.902% 29 331 30/360 535,000 60.62 49
3021656 9.277% 30 330 30/360 490,000 62.22 49.03
3021672 8.027% 29 151 30/360 525,000 60.98 48.44
3021698 7.027% 2.250% 10/1/99 25 135 30/360 725,000 29.99 29.99
3021748 8.527% 30 150 30/360 2,590,000 54.44 42.91
3021755 8.902% 29 331 30/360 700,000 73.01 57.54
3021896 8.527% 29 331 30/360 940,000 68.7 54.36
3021946 8.527% 28 152 30/360 610,000 60.09 48.57
3021979 8.277% 29 211 30/360 480,000 48.43 37.53
3021987 9.152% 28 272 30/360 995,000 63.62 51.43
3021995 7.902% 28 152 30/360 1,850,000 72.98 77.15
3022001 8.527% 29 271 30/360 1,215,000 67.87 55.9
3022068 8.152% 29 151 30/360 1,100,000 53.8 41.03
3022084 8.777% 29 151 30/360 460,000 46.23 37.18
3022126 8.277% 3.375% 6/1/99 29 211 30/360 600,000 63.54 50.99
3022209 6.677% 1.775% 7/1/99 28 332 30/360 1,240,000 74.86 58.71
3022217 7.277% 2.500% 8/1/99 20 220 30/360 400,000 48.23 48.23
3022274 7.277% 2.375% 12.875% 6/1/99 29 256 30/360 610,000 55.02 41.39
3022290 10.027% 28 179 30/360 212,000 44.53 34.47
3022324 9.777% 28 152 30/360 340,000 67.96 54.93
3022332 7.652% 2.750% 6/1/99 29 151 30/360 540,000 70.81 56.25
3022365 8.152% 28 272 30/360 600,000 39.59 32.4
3022399 9.652% 28 152 30/360 278,000 63.12 50.1
3022449 8.527% 28 211 30/360 260,000 71.27 56.62
3022456 8.777% 28 152 30/360 560,000 40.98 28.69
3022472 8.777% 28 152 30/360 1,211,000 68.83 54.28
3022506 8.152% 28 272 30/360 1,385,000 65.36 42.6
3022514 7.027% 2.250% 8/1/99 27 333 30/360 1,350,000 53.69 39.98
3022548 8.277% 28 332 30/360 900,000 76.32 60.38
3022605 8.777% 28 332 30/360 800,000 73.73 59.6
3022613 8.652% 29 91 30/360 187,000 62.43 56.87
3022639 6.902% 2.000% 7/1/99 28 152 30/360 2,000,000 68.19 54.12
3022654 8.027% 3.250% 8/1/99 26 334 30/360 320,000 55.36 55.36
3022688 8.402% 28 152 30/360 2,285,000 38.47 30.31
3022696 8.402% 28 332 30/360 940,000 77.29 57.42
3022704 8.402% 28 152 30/360 2,050,000 59.41 47.86
3022779 8.527% 28 332 30/360 1,800,000 55.55 44.08
3022845 8.777% 28 128 30/360 125,000 58.2 44.02
3022860 8.652% 28 26 30/360 365,000 16.52 13.13
3022977 9.527% 28 92 30/360 800,000 21.13 15.73
3023058 8.277% 28 332 30/360 580,000 67.68 53.33
3023066 9.027% 28 332 30/360 960,000 61.49 48.22
3023090 7.157% 27 153 30/360 1,690,000 58.51 43.56
3023132 7.527% 2.750% 9/1/99 26 334 30/360 420,000 58.94 58.94
3024585 8.277% 27 153 30/360 1,025,000 56.43 42.84
3024627 7.277% 2.500% 8/1/99 27 273 30/360 1,140,000 46.79 37.19
3024684 9.277% 27 153 30/360 337,500 62.3 62.3
3024692 8.777% 27 273 30/360 535,000 67.32 67.32
3024700 8.777% 29 46 30/360 940,000 7.11 5.51
3024718 7.027% 2.250% 8/1/99 27 325 30/360 700,000 59.15 59.15
3024734 8.777% 26 334 30/360 900,000 73.83 73.83
3024775 8.777% 24 328 30/360 910,000 17.24 17.24
3024817 9.777% 28 152 30/360 245,000 67.34 53.99
3024833 9.027% 27 153 30/360 320,000 73.82 73.82
3024858 8.277% 27 237 30/360 665,000 48.57 37.64
3024874 8.597% 28 272 30/360 1,130,000 68.78 52.46
3024882 8.777% 27 153 30/360 582,000 55.4 44.55
3024908 8.527% 27 153 30/360 560,000 65.69 65.69
3024924 7.277% 2.500% 8/1/99 27 153 30/360 1,340,000 61.53 61.53
3024957 8.652% 27 333 30/360 1,155,000 73.75 73.75
3024999 7.277% 2.500% 8/1/99 27 153 30/360 425,000 67.88 67.88
3025020 8.147% 26 334 30/360 270,000 72.83 72.83
3025350 6.777% 2.000% 8/1/99 27 333 30/360 1,150,000 48.56 48.56
3025376 7.277% 2.500% 9/1/99 26 334 30/360 372,000 51.96 51.96
3025400 10.027% 27 333 30/360 230,000 60.96 60.96
3025426 8.777% 26 274 30/360 2,000,000 68.21 68.21
3025434 9.527% 26 214 30/360 200,000 72.06 72.06
3025442 8.902% 27 153 30/360 775,000 59.48 59.48
3025491 8.652% 26 334 30/360 485,000 73.85 73.85
3025525 8.527% 25 155 30/360 3,800,000 37.78 37.78
3025566 7.652% 27 273 30/360 1,825,000 70.57 70.57
3025574 8.027% 3.250% 8/1/99 27 153 30/360 145,000 63.51 63.51
3025673 7.652% 2.875% 9/1/99 26 150 30/360 575,000 48.88 48.88
3025715 9.652% 26 154 30/360 300,000 60.42 60.42
3025723 7.402% 2.600% 8/1/99 27 153 30/360 310,000 67.43 67.43
3025780 12.027% 26 154 30/360 215,000 59.3 59.3
3025806 7.402% 2.340% 9/1/99 26 274 30/360 3,680,000 39.56 39.56
3025814 8.527% 26 334 30/360 1,012,500 70.14 70.14
3025830 8.902% 22 242 30/360 467,000 63.66 63.66
3025855 7.277% 2.340% 10/1/99 25 275 30/360 1,470,000 59.48 59.48
3025905 7.402% 26 238 30/360 1,300,000 59.12 59.12
3025954 8.527% 25 275 30/360 630,000 47.03 47.03
3025962 7.277% 2.500% 9/1/99 26 214 30/360 650,000 59.23 59.23
3025970 9.402% 25 155 30/360 360,000 43.97 43.97
3025996 8.277% 26 154 30/360 1,600,000 40.31 40.31
3026093 8.652% 26 154 30/360 1,070,000 71.22 71.22
3026101 7.777% 3.000% 9/1/99 26 334 30/360 500,000 61.35 61.35
3026150 9.777% 25 155 30/360 268,000 65.47 65.47
3026234 8.652% 25 335 30/360 735,000 73.68 73.68
3026242 8.777% 26 268 30/360 880,000 72.63 72.63
3026291 7.152% 2.340% 7/1/99 25 275 30/360 1,175,000 63.25 63.25
3026309 7.152% 2.340% 7/1/99 25 275 30/360 975,000 64.76 64.76
3026317 8.777% 26 154 30/360 900,000 69.33 69.33
3026325 8.527% 25 275 30/360 1,225,000 61.66 61.66
3026424 8.527% 25 275 30/360 635,000 71.68 71.68
3026432 7.777% 25 275 30/360 1,300,000 52.42 52.42
3026499 8.777% 25 335 30/360 650,000 73.88 73.88
3026549 8.902% 25 155 30/360 865,000 63.86 63.86
3026564 8.797% 25 155 30/360 1,715,000 54.1 54.1
3026572 8.537% 31 274 30/360 1,700,000 68.21 51.59
3026598 10.277% 25 155 30/360 262,000 44.65 44.65
3026606 7.527% 2.750% 10/1/99 25 95 30/360 375,000 56.95 56.95
3026622 8.527% 25 335 30/360 1,770,000 61.17 61.17
3026630 8.527% 25 80 30/360 4,300,000 26.61 26.61
3026648 7.527% 2.600% 6/1/99 26 214 30/360 300,000 66.74 66.74
3026721 10.277% 25 335 30/360 340,000 30.54 30.54
3026747 8.902% 25 95 30/360 500,000 63.59 63.59
3026754 7.277% 2.500% 10/1/99 25 335 30/360 775,000 50.69 50.69
3026804 7.027% 2.250% 10/1/99 25 130 30/360 1,200,000 24.05 24.05
3026853 8.277% 25 335 30/360 1,185,000 71.22 71.22
3026911 9.027% 24 156 30/360 850,000 53.19 53.19
3026937 9.652% 25 275 30/360 295,000 73.4 73.4
3026960 9.402% 25 155 30/360 370,000 66.94 66.94
3026986 7.797% 24 156 30/360 600,000 63.3 63.3
3027000 8.902% 24 276 30/360 1,340,000 58.33 58.33
3027018 9.027% 25 155 30/360 350,000 73.66 73.66
3027075 7.152% 2.340% 7/1/99 25 275 30/360 1,400,000 68 68
3027083 9.527% 25 155 30/360 615,000 42.12 42.12
3027109 9.277% 25 155 30/360 1,135,000 34.84 34.84
3027117 7.927% 3.150% 10/1/99 25 35 30/360 950,000 35.26 35.26
3027133 8.527% 3.250% 11/1/99 24 144 30/360 200,000 45.33 45.33
3027166 8.652% 25 155 30/360 1,350,000 68.66 68.66
3027182 9.152% 25 275 30/360 325,000 73.65 73.65
3027190 9.777% 24 156 30/360 445,000 23.35 23.35
3027224 8.652% 25 59 ACTUAL/360 LY 930,000 43.35 43.35
3027257 7.277% 2.375% 6/1/99 23 157 30/360 560,000 52.85 52.85
3027364 8.777% 25 275 30/360 660,000 72.87 72.87
3027588 7.837% 159 57 ACTUAL/360 5,540,000 11.31 12.53
3028010 8.402% 29 150 30/360 1,655,000 60.33 48.63
3028115 9.027% 25 335 30/360 790,000 62.39 62.39
3028149 9.277% 25 155 30/360 820,000 47.43 47.43
3028198 9.277% 24 336 30/360 475,000 72.73 72.73
3028214 9.527% 25 335 30/360 240,000 74.03 74.03
3028222 8.277% 3.000% 11/1/99 24 216 30/360 855,000 46.87 46.87
3028255 9.527% 24 156 30/360 1,400,000 16.69 16.69
3028271 8.777% 24 156 30/360 1,235,000 54.64 54.64
3028297 9.202% 24 276 30/360 710,000 34.44 34.44
3028354 9.152% 25 335 30/360 425,000 73.96 73.96
3028388 9.639% 23 157 30/360 480,000 60.61 60.61
3028602 8.157% 24 336 30/360 1,310,000 69.44 69.44
3028636 7.777% 24 257 30/360 800,000 43.04 43.04
3028644 9.027% 24 276 30/360 465,000 63.07 63.07
3028685 7.652% 2.375% 11/1/99 24 156 30/360 600,000 69.41 69.41
3028750 9.277% 42 42 ACTUAL/360 LY 575,000 38.15 34.19
3028792 9.277% 34 206 ACTUAL/365 285,000 64.67 50.39
3028800 9.277% 104 245 ACTUAL/360 530,000 73.05 70.4
3028818 9.167% 31 149 ACTUAL/365 NL 161,050 63.62 50.22
3028834 9.527% 35 205 ACTUAL/365 404,352 56.79 44.83
3028859 8.777% 39 140 ACTUAL/365 385,000 38.78 52.38
3028891 9.027% 36 204 ACTUAL/365 290,000 66.16 51.26
3028966 8.277% 39 142 ACTUAL/365 NL 200,000 48.39 37.71
3029022 8.902% 52 183 ACTUAL/365 130,000 64.76 36.6
3029139 8.527% 36 145 30/360 745,000 47.1 36.37
3029220 8.777% 28 152 30/360 450,000 63.46 50.15
3029238 9.652% 105 136 ACTUAL/365 NL 145,000 59.98 46.32
3029329 7.152% 2.250% 6/1/99 23 97 30/360 1,310,000 47.48 47.48
3029337 9.102% 24 96 30/360 3,300,000 35.85 35.85
3029345 7.652% 22 278 30/360 2,000,000 71.86 71.86
3029360 8.027% 2.750% 11/1/99 24 336 30/360 405,000 59.53 59.53
3029410 11.902% 24 156 30/360 100,000 70.99 70.99
3029436 9.527% 23 157 30/360 1,500,000 21.88 21.88
3029444 9.027% 24 137 30/360 177,000 66.14 66.14
3029493 7.402% 2.125% 11/1/99 24 336 30/360 1,440,000 56.26 56.26
3029501 8.777% 22 158 30/360 1,600,000 56.22 56.22
3029519 7.527% 1.490% 2/1/07 23 337 30/360 2,300,000 62.45 62.45
3029527 7.527% 1.490% 2/1/07 23 337 30/360 2,300,000 62.45 62.45
3029600 8.527% 23 277 30/360 1,715,000 68.34 68.34
3029626 9.027% 24 336 30/360 530,000 73.7 73.7
3029733 8.777% 3.500% 11/1/99 24 156 30/360 245,000 55.15 55.15
3029865 8.902% 23 157 30/360 630,000 66.02 66.02
3029881 8.527% 3.250% 16.125% 11/1/99 24 336 30/360 205,000 67.28 67.28
3029899 8.277% 3.000% 15.875% 11/1/99 24 336 30/360 315,000 68.91 68.91
3029915 9.652% 23 97 30/360 495,000 53.09 53.09
3029931 9.152% 23 157 30/360 530,000 48.56 48.56
3030004 7.002% 2.100% 6/1/99 23 157 30/360 1,170,000 63.1 63.1
3030012 7.837% 23 337 30/360 1,825,000 64.58 64.58
3030020 9.277% 23 217 30/360 455,000 72.35 72.35
3030046 7.527% 2.750% 9/1/99 20 160 30/360 700,000 60.21 60.21
3030053 7.777% 2.875% 13.875% 6/1/99 23 157 30/360 580,000 55.88 55.88
3030079 8.777% 23 157 30/360 1,440,000 58.82 58.82
3030095 9.632% 23 337 30/360 340,000 72.33 72.33
3030103 8.527% 21 279 30/360 935,000 66.7 66.7
3030129 9.152% 22 338 30/360 775,000 70.11 70.11
3030145 9.277% 23 277 30/360 400,000 66.11 66.11
3030467 9.152% 23 193 30/360 940,000 45.83 45.83
3030517 8.277% 23 277 30/360 1,850,000 71.21 71.21
3030608 10.277% 22 218 30/360 140,000 72.77 72.77
3030624 8.777% 22 338 30/360 480,000 51.41 51.41
3030699 9.277% 22 158 30/360 370,000 63.48 63.48
3030715 8.837% 22 218 30/360 540,000 44.58 44.58
3030749 8.777% 20 100 30/360 925,000 42.28 42.28
3030863 7.527% 2.750% 8/10/99 20 100 30/360 2,100,000 33.17 33.17
3030871 8.402% 3.500% 7/1/99 22 278 30/360 300,000 73.46 73.46
3030897 9.277% 23 97 30/360 340,000 60.4 60.4
3031028 7.402% 2.500% 7/1/99 22 158 30/360 940,000 60.93 60.93
3031036 8.777% 22 158 30/360 865,000 57.96 57.96
3031044 9.027% 22 158 30/360 1,350,000 55.6 55.6
3031051 7.527% 2.625% 7/1/99 22 338 30/360 450,000 68.96 68.96
3031093 9.402% 22 98 30/360 685,000 54.63 54.63
3031127 9.402% 22 174 30/360 900,000 59.71 59.71
3031135 8.402% 19 281 30/360 1,415,000 37.43 37.43
3031226 8.487% 22 158 30/360 1,750,000 68.96 68.96
3031234 7.402% 2.500% 7/1/99 21 159 30/360 440,000 71.8 71.8
3031259 7.527% 2.625% 12.875% 7/1/99 22 158 30/360 353,000 70.08 70.08
3031317 9.277% 21 159 30/360 235,000 60.16 60.16
3031358 8.652% 22 158 30/360 1,300,000 69.15 69.15
3031374 7.527% 2.625% 7/1/99 22 338 30/360 620,000 63.56 63.56
3031382 9.277% 22 278 30/360 1,160,000 33.81 33.81
3031523 8.902% 21 219 30/360 600,000 71.41 71.41
3031820 8.527% 21 277 30/360 550,000 51.52 51.52
3031960 8.557% 20 220 30/360 1,250,000 56.78 56.78
3032018 8.152% 14 286 30/360 1,000,000 46.71 46.71
3032026 8.027% 12 288 30/360 720,000 55.73 55.73
3032083 7.652% 14 226 30/360 2,150,000 58.94 58.94
3032174 6.833% 2.000% 8/1/99 15 285 30/360 2,225,000 64.72 64.72
3032182 7.402% 19 101 30/360 800,000 40.96 40.96
3032208 7.152% 2.250% 7/1/99 16 284 30/360 2,020,000 67.04 67.04
3032273 8.027% 7 293 30/360 790,000 59.69 59.69
3032356 8.152% 9 171 30/360 1,350,000 73.06 73.06
3032372 8.277% 18 282 30/360 610,000 68.7 68.7
3032398 7.777% 17 223 30/360 3,750,000 27.35 27.35
3032521 7.902% 19 161 30/360 575,000 67.16 67.16
3032547 7.402% 2.500% 7/1/99 16 284 30/360 2,100,000 64.35 64.35
3032729 8.007% 19 154 30/360 2,700,000 22.6 22.6
3032836 7.027% 2.250% 9/1/99 14 286 30/360 1,000,000 71.36 71.36
3032851 6.677% 1.900% 9/1/99 14 226 30/360 950,000 51.35 51.35
3033388 6.902% 2.000% 7/1/99 22 158 30/360 678,000 69.69 69.69
3033396 6.577% 1.800% 8/1/99 21 279 30/360 1,840,000 47.16 47.16
3033404 7.527% 2.750% 13.500% 9/1/99 20 268 30/360 777,000 71.78 71.78
3033438 8.152% 17 163 30/360 1,650,000 66.46 66.46
3033446 7.152% 2.250% 7/1/99 22 264 30/360 1,100,000 67.61 67.61
3033495 8.767% 22 269 ACTUAL/360 420,000 62.02 62.02
3033560 8.652% 22 257 30/360 975,000 64.19 64.19
3033636 7.227% 22 158 30/360 1,260,000 47.26 47.26
3033669 6.752% 1.850% 7/15/99 21 279 30/360 1,150,000 73.15 73.15
3033677 7.277% 2.375% 7/1/99 22 158 30/360 1,000,000 60.12 60.12
3033685 7.822% 21 339 30/360 2,700,000 54.72 54.72
3033693 7.152% 2.280% 10/1/99 19 161 30/360 2,140,000 52.78 52.78
3033719 8.652% 21 159 30/360 950,000 75.13 75.13
3033735 8.777% 22 158 30/360 1,385,000 71.72 71.72
3033826 8.527% 22 98 30/360 2,400,000 22.98 22.98
3033859 7.527% 2.750% 8/1/99 21 279 30/360 550,000 62.23 62.23
3033933 9.027% 21 339 30/360 535,000 45.26 45.26
3033958 7.402% 2.625% 13.375% 8/1/99 21 159 30/360 960,000 64.39 64.39
3033966 8.902% 22 158 30/360 1,430,000 32.79 32.79
3034014 7.652% 2.875% 10/1/99 19 101 30/360 970,000 31.74 31.74
3034022 8.277% 22 158 ACTUAL/360 850,000 55.38 55.38
3034162 8.652% 20 280 30/360 730,000 73.53 73.53
3034188 8.902% 22 97 ACTUAL/360 700,000 55.21 55.21
3034196 9.652% 21 279 30/360 220,000 70.33 70.33
3034238 8.152% 21 279 30/360 2,200,000 51.1 51.1
3034287 7.277% 2.340% 10/1/99 19 281 30/360 1,700,000 56.13 56.13
3034311 8.902% 20 340 30/360 650,000 53.84 53.84
3034329 6.777% 2.000% 8/1/99 21 159 30/360 975,000 29.07 29.07
3034337 8.152% 3.375% 8/1/99 21 339 30/360 298,000 59.67 59.67
3034386 8.507% 20 160 30/360 1,705,000 63.53 63.53
3034394 8.527% 20 128 30/360 1,100,000 24.81 24.81
3034428 6.907% 20 280 30/360 1,875,000 65.03 65.03
3034436 8.777% 20 160 30/360 645,000 70.19 70.19
3034444 7.402% 2.340% 9/1/99 20 280 30/360 1,600,000 61.11 61.11
3034469 7.027% 2.250% 8/1/99 21 339 30/360 800,000 73.85 73.85
3034477 7.277% 2.500% 9/1/99 20 160 30/360 700,000 59.44 59.44
3034485 7.902% 21 339 30/360 1,450,000 69.65 69.65
3034493 9.527% 21 219 30/360 265,000 72.67 72.67
3034501 8.527% 20 160 30/360 700,000 57.19 57.19
3034519 9.277% 21 339 30/360 310,000 73.36 73.36
3034527 9.027% 20 100 30/360 445,000 57.62 57.62
3034534 9.277% 21 132 30/360 320,000 55.44 55.44
3034543 8.777% 20 160 30/360 800,000 58.95 58.95
3034576 8.507% 21 159 30/360 2,650,000 53.14 53.14
3034592 8.152% 20 160 30/360 2,050,000 70.49 70.49
3034626 8.527% 21 279 30/360 450,000 67.44 67.44
3034642 7.527% 2.500% 9/1/99 21 271 ACTUAL/360 340,000 61.05 61.05
3034790 7.027% 2.250% 9/10/99 19 100 ACTUAL/360 3,475,000 30.73 30.73
3034808 7.277% 2.500% 8/1/99 21 339 30/360 610,000 61.55 61.55
3034816 8.277% 20 160 30/360 910,000 70.56 70.56
3034824 8.517% 19 221 30/360 835,000 60.9 60.9
3034857 7.277% 2.500% 8/1/99 21 159 30/360 360,000 70.2 70.2
3034865 9.027% 20 160 30/360 650,000 47.22 47.22
3034881 8.247% 26 275 30/360 2,500,000 36.99 36.99
3034923 8.277% 20 280 30/360 1,500,000 42.43 42.43
3034949 6.777% 2.000% 9/1/99 20 280 30/360 665,000 52.85 38.94
3034964 8.277% 15 105 30/360 525,000 52.35 52.35
3035011 8.527% 20 340 30/360 800,000 67.9 67.9
3035094 8.452% 20 340 30/360 790,000 62.5 62.5
3035110 9.527% 19 161 30/360 210,000 71.21 71.21
3035136 7.152% 2.090% 9/1/99 20 160 30/360 2,100,000 27.62 27.62
3035144 6.902% 2.125% 9/1/99 20 160 30/360 854,000 65.6 65.6
3035151 7.902% 19 161 30/360 1,600,000 58.89 58.89
3035169 7.152% 17 127 30/360 2,600,000 55.1 55.1
3035201 7.527% 2.750% 13.500% 10/1/99 19 161 30/360 530,000 65.86 65.86
3035219 7.527% 2.750% 13.500% 10/1/99 19 161 30/360 595,080 65.79 65.79
3035243 7.777% 14 283 30/360 595,000 62.17 62.17
3035268 9.152% 20 340 30/360 495,000 74.18 74.18
3035284 7.807% 21 219 30/360 2,500,000 46.07 46.07
3035292 9.027% 17 163 30/360 590,000 71.49 71.49
3035474 8.277% 20 340 30/360 1,350,000 73.11 73.11
3035482 8.632% 20 340 30/360 300,000 65.04 65.04
3035508 8.027% 19 281 30/360 2,200,000 56.77 56.77
3035599 7.027% 2.250% 10/1/99 19 341 30/360 340,000 73.96 73.96
3035722 8.527% 20 220 30/360 815,000 58.13 58.13
3035789 9.027% 20 160 30/360 2,060,000 18.34 18.34
3035896 8.027% 19 101 30/360 610,000 70.11 70.11
3035904 7.197% 2.420% 9/1/99 154 145 30/360 1,100,000 42.5 30.56
3035913 8.652% 19 161 30/360 510,000 63.05 63.05
3035979 9.027% 31 77 30/360 2,500,000 49.78 36.54
3036019 7.002% 2.100% 6/1/99 148 216 30/360 1,350,000 52.36 41.53
3036043 7.777% 20 268 30/360 1,510,000 70.11 70.11
3036068 7.652% 144 80 ACTUAL/365 1,410,000 39.73 28.81
3036134 8.747% 136 195 ACTUAL/365 1,125,500 44.95 33.44
3036522 8.277% 97 263 ACTUAL/365 1,900,000 64.09 51.55
3036662 8.777% 19 161 30/360 450,000 70.44 70.44
3036704 9.527% 259 43 30/360 966,000 21.35 11.97
3036795 7.277% 2.500% 10/1/99 19 281 30/360 1,070,000 59.48 59.48
3036803 8.527% 20 160 30/360 1,780,000 60.6 60.6
3036811 8.527% 20 160 30/360 2,100,000 48 48
3036837 9.527% 250 49 30/360 245,000 27.03 17.53
3036902 11.777% 230 69 30/360 400,000 39.41 27.11
3037058 7.027% 2.250% 9/1/99 18 341 30/360 560,000 61.67 61.67
3037074 6.777% 2.000% 10/1/99 18 341 30/360 1,225,000 50.39 50.39
3037165 9.152% 19 161 30/360 625,000 52.32 52.32
3037306 8.027% 256 257 30/360 2,470,000 57.67 32.86
3037470 9.277% 279 45 30/360 379,000 25.71 10.26
3037546 10.277% 272 27 30/360 540,000 17.75 9.72
3037587 10.277% 260 100 30/360 120,000 45.71 25.65
3037603 11.027% 259 88 30/360 125,000 45.82 25.71
3037645 9.527% 246 48 30/360 450,000 27.26 17.61
3037652 9.652% 251 47 30/360 315,000 24.32 15.71
3037892 8.027% 19 281 30/360 1,300,000 67.06 67.06
3038007 8.527% 19 161 30/360 1,280,000 70.88 70.88
3038205 8.402% 19 161 30/360 900,000 70.84 70.84
3038213 9.277% 19 341 30/360 310,000 74.25 74.25
3038221 7.547% 19 274 ACTUAL/360 3,340,000 40.89 40.89
3038239 8.652% 19 341 30/360 530,000 74.15 74.15
3038296 8.777% 17 283 30/360 675,000 69.24 69.24
3038304 7.902% 3.125% 13.875% 10/1/99 19 281 30/360 375,000 56.25 56.25
3038338 10.602% 19 161 30/360 140,000 68.14 68.14
3038379 9.152% 18 162 30/360 410,000 71.2 71.2
3038387 9.277% 18 102 30/360 2,050,000 9.91 9.91
3038486 7.152% 2.375% 10/1/99 19 281 30/360 1,550,000 47.36 47.36
3038510 8.527% 18 162 30/360 545,000 73.94 73.94
3038569 8.177% 17 163 30/360 1,700,000 64.81 64.81
3038577 8.402% 19 281 30/360 890,000 73.56 73.56
3038668 8.777% 19 281 30/360 500,000 66.77 66.77
3038692 8.152% 19 341 30/360 1,170,000 63.3 63.3
3038775 7.104% 2.140% 6/1/99 17 283 30/360 2,150,000 68.4 68.4
3038833 8.152% 3.375% 10/1/99 19 281 30/360 410,000 44.3 44.3
3038841 8.527% 18 162 30/360 1,400,000 71.79 71.79
3038932 9.377% 18 162 30/360 310,000 73.68 73.68
3039047 7.277% 2.500% 10/1/99 19 161 30/360 1,240,000 34.96 34.96
3039054 8.652% 18 102 30/360 1,480,000 27.37 27.37
3039062 8.402% 19 161 30/360 865,000 60.06 60.06
3039120 8.152% 11 229 30/360 1,230,000 63.84 63.84
3039187 8.652% 18 282 30/360 1,640,000 58.29 58.29
3039211 8.652% 17 343 30/360 1,480,000 46.82 46.82
3039229 8.777% 19 341 30/360 382,000 59.54 59.54
3039260 8.402% 19 341 30/360 527,000 73.82 73.82
3039294 8.027% 19 221 30/360 900,000 53.71 53.71
3039302 8.402% 18 162 30/360 1,725,000 68.67 68.67
3039922 9.152% 18 282 30/360 607,000 46.2 46.2
3040036 8.277% 11 49 30/360 1,025,000 26.85 26.85
3040094 8.277% 18 282 30/360 1,850,000 50.4 50.4
3040144 8.527% 18 222 30/360 1,470,000 36.77 36.77
3040177 7.902% 2.625% 11/1/99 18 342 30/360 345,000 74.09 74.09
3040185 8.652% 17 163 30/360 710,000 33.38 33.38
3040201 9.277% 18 162 30/360 650,000 55.62 55.62
3040219 8.527% 17 164 30/360 752,500 67.21 67.21
3040235 8.152% 17 223 30/360 1,400,000 72.81 72.81
3040250 7.567% 18 282 30/360 1,500,000 64.89 64.89
3040441 7.777% 2.750% 11/1/99 245 60 30/360 1,045,000 30.72 19.51
3040490 7.777% 2.000% 15.000% 8.000% 12/1/01 128 234 ACTUAL/360 975,000 64.24 39.15
3041266 8.152% 14 286 30/360 1,900,000 73.91 73.91
3041274 7.152% 2.250% 9/1/99 14 286 30/360 1,925,000 37.89 37.89
3041324 7.402% 2.500% 9/1/99 14 202 30/360 675,000 71.12 71.12
3041415 7.417% 11 229 30/360 850,000 57.64 57.64
3041456 8.777% 15 285 30/360 485,000 63.02 63.02
3041571 7.677% 2.400% 11/1/99 18 162 30/360 1,925,000 61.37 61.37
3041688 8.527% 18 161 30/360 720,000 36.71 36.71
3041696 9.277% 17 163 30/360 575,000 45.64 45.64
3041753 9.027% 18 162 ACTUAL/365 NL 325,000 62.55 62.55
3041761 8.027% 17 43 30/360 655,000 39.62 39.62
3041779 7.527% 2.250% 11/1/99 18 162 30/360 450,000 64.49 64.49
3042470 8.677% 18 162 30/360 1,860,000 30.59 30.59
3042488 9.652% 18 162 30/360 700,000 25.86 25.86
3042587 8.527% 18 157 ACTUAL/360 LY 640,000 40.33 40.33
3042611 8.652% 18 282 30/360 740,000 64.06 64.06
3042629 8.277% 16 164 30/360 760,000 72.26 72.26
3042637 7.027% 17 231 30/360 1,050,000 59.7 59.7
3042686 7.902% 2.625% 11/1/99 18 162 30/360 715,000 56.89 56.89
3042744 8.257% 17 223 30/360 1,115,000 72.84 72.84
3042751 8.152% 17 163 30/360 1,400,000 60.04 60.04
3042835 8.652% 17 163 30/360 525,000 54.39 54.39
3042843 7.527% 2.625% 7/1/99 16 164 30/360 935,000 40.74 40.74
3042876 8.152% 17 163 30/360 1,170,000 71.21 71.21
3042884 7.652% 2.750% 6/1/99 17 246 30/360 540,000 42.78 42.78
3042892 8.527% 17 223 30/360 730,000 63.19 63.19
3042934 8.152% 12 168 30/360 500,000 72.39 72.39
3042967 9.527% 17 163 30/360 190,000 71.64 71.64
3042983 8.277% 17 163 30/360 845,000 67.44 67.44
3042991 8.777% 16 344 30/360 500,000 54.49 54.49
3043106 7.202% 2.300% 7/1/99 16 224 30/360 950,000 71.55 71.55
3043130 8.277% 17 163 30/360 945,000 44.24 44.24
3043148 8.402% 16 164 30/360 740,000 55.43 55.43
3043163 8.527% 17 103 30/360 925,000 55.02 55.02
3043197 8.277% 17 223 30/360 1,225,000 53.52 53.52
3043221 8.152% 17 343 30/360 2,150,000 68.99 68.99
3043254 8.652% 16 164 30/360 410,000 64.04 64.04
3043262 8.527% 17 163 30/360 520,000 64.39 64.39
3043270 9.402% 16 236 30/360 470,000 48.53 48.53
3043296 8.777% 16 164 30/360 185,000 71.58 71.58
3043361 8.277% 16 164 30/360 790,000 68.79 68.79
3043387 7.902% 14 346 30/360 460,000 74.28 74.28
3043411 8.652% 16 284 30/360 1,600,000 30.77 30.77
3043429 8.527% 16 221 30/360 550,000 40.99 40.99
3043445 7.902% 3.125% 8/1/99 15 258 30/360 440,000 55.68 55.68
3043460 8.402% 17 343 30/360 990,000 64.96 64.96
3043494 8.152% 13 227 30/360 1,475,500 50.05 50.05
3043510 7.902% 10 290 30/360 2,000,000 64.31 64.31
3043619 7.152% 2.250% 7/1/99 10 290 30/360 620,000 52.62 52.62
3043684 8.152% 15 225 30/360 1,225,000 55.68 55.68
3043700 7.652% 8 172 30/360 2,400,000 29.49 29.49
3043726 8.402% 14 226 30/360 2,300,000 63.71 63.71
3043767 7.902% 16 164 30/360 840,000 31.15 31.15
3043841 8.277% 15 157 30/360 375,000 60.41 60.41
3044054 8.402% 16 344 30/360 990,000 57.5 57.5
3044070 7.902% 3.000% 6/1/99 17 283 30/360 600,000 67.47 67.47
3044088 8.527% 16 104 30/360 801,500 68.19 68.19
3044096 7.527% 2.625% 6/1/99 17 343 30/360 670,000 70.81 70.81
3044112 7.777% 15 285 30/360 3,000,000 49.17 49.17
3044138 7.777% 16 284 30/360 2,400,000 61.39 61.39
3044468 8.152% 16 284 30/360 755,000 59.51 59.51
3044476 8.777% 16 164 30/360 700,000 35.21 35.21
3044484 8.777% 16 164 30/360 310,000 46.22 46.22
3044492 7.777% 2.875% 7/1/99 16 158 30/360 380,000 68.22 68.22
3044518 8.277% 13 167 30/360 375,000 62.88 62.88
3044534 8.402% 16 344 30/360 965,000 73.87 73.87
3044633 7.527% 2.625% 7/1/99 16 284 30/360 920,000 44.88 44.88
3044666 8.527% 16 344 30/360 655,000 35.83 35.83
3044724 7.202% 2.300% 7/1/99 16 164 30/360 475,000 52.14 52.14
3044757 8.402% 16 164 30/360 1,000,000 52.46 52.46
3044765 7.902% 13 347 30/360 990,000 35.34 35.34
3044872 6.902% 2.000% 7/1/99 16 344 30/360 1,010,000 49.88 49.88
3044922 6.902% 2.000% 7/1/99 16 344 30/360 1,050,000 74.15 74.15
3044989 8.527% 15 345 30/360 580,000 50.4 50.4
3045002 8.152% 16 164 30/360 1,400,000 58.4 58.4
3045028 9.527% 14 286 30/360 240,000 73.44 73.44
3045036 8.527% 16 164 30/360 400,000 62.03 62.03
3045127 7.227% 2.450% 8/1/99 15 165 30/360 2,200,000 22.14 22.14
3045291 8.152% 16 344 30/360 690,000 74.21 74.21
3045317 8.377% 16 344 30/360 580,000 70.66 70.66
3045325 8.402% 16 344 30/360 580,000 62.99 62.99
3045341 9.027% 15 165 30/360 400,000 55.15 55.15
3045390 7.402% 2.500% 7/10/99 15 73 30/360 8,000,000 9.5 9.5
3045416 7.777% 15 285 30/360 1,420,000 62.33 62.33
3045432 8.527% 16 164 30/360 700,000 71.57 71.57
3045457 8.277% 16 164 30/360 535,000 68.96 68.96
3045465 7.652% 2.750% 13.625% 7/1/99 16 164 30/360 660,000 61.94 61.94
3045481 8.277% 15 165 30/360 950,000 65.44 65.44
3045499 9.527% 15 165 30/360 220,000 65.51 65.51
3045614 8.152% 14 226 30/360 690,000 58.01 58.01
3045671 7.527% 2.500% 6/1/99 11 289 30/360 913,200 38.96 38.96
3045770 8.277% 13 227 30/360 1,975,000 41.86 41.86
3045879 8.277% 12 168 30/360 810,000 62.76 62.76
3045945 7.027% 2.010% 7/15/99 15 104 ACTUAL/360 900,000 34.01 34.01
3046018 6.902% 2.000% 7/15/99 15 104 ACTUAL/360 2,350,000 42.36 42.36
3046034 8.027% 15 345 30/360 475,000 74.25 74.25
3046042 8.652% 16 284 30/360 360,000 68.37 68.37
3046083 6.777% 1.810% 7/15/99 15 104 ACTUAL/360 LY 1,550,000 43.87 43.87
3046091 7.027% 2.070% 7/15/99 15 104 ACTUAL/360 600,000 44.17 44.17
3046158 9.527% 15 165 30/360 200,000 49.72 49.72
3046174 7.777% 14 286 30/360 2,385,000 62.34 62.34
3046190 9.527% 15 165 30/360 172,000 67.03 67.03
3046216 7.527% 15 285 30/360 1,900,000 67.25 67.25
3046224 8.527% 16 103 ACTUAL/360 LY 350,000 58.6 58.6
3046307 8.777% 15 105 30/360 852,000 18.05 18.05
3046331 8.777% 15 225 30/360 585,000 62.58 62.58
3046349 8.027% 15 345 30/360 600,000 55.19 55.19
3046356 8.527% 15 105 30/360 865,000 46.99 46.99
3046448 7.652% 15 165 30/360 690,000 71.56 71.56
3046455 8.277% 15 345 30/360 325,000 66.28 66.28
3046471 8.027% 14 166 30/360 1,080,000 62.13 62.13
3046489 8.027% 15 165 30/360 1,050,000 59.15 59.15
3046497 6.777% 2.000% 9/1/99 14 115 30/360 825,000 45.58 45.58
3046547 9.277% 14 166 30/360 1,125,000 61.68 61.68
3046588 9.027% 15 165 30/360 260,000 69.35 69.35
3046596 9.027% 14 346 30/360 450,000 38.59 38.59
3046646 7.652% 2.875% 8/1/99 15 165 30/360 400,000 66.93 66.93
3046679 9.777% 14 166 30/360 185,000 70.37 70.37
3046687 6.652% 1.875% 9/1/99 14 346 30/360 725,000 69.58 69.58
3046695 8.277% 15 285 30/360 630,000 46.89 46.89
3046760 8.652% 15 165 30/360 1,450,000 65.72 65.72
3046794 7.902% 14 166 30/360 1,500,000 50.46 50.46
3046828 8.027% 15 285 30/360 1,225,000 68.89 68.89
3046836 9.152% 14 166 30/360 650,000 14.81 14.81
3046950 7.652% 15 345 30/360 1,375,000 74.19 74.19
3046968 8.777% 14 226 30/360 680,000 61.12 61.12
3046976 8.777% 14 226 30/360 1,200,000 44.82 44.82
3046992 8.027% 14 346 30/360 510,000 67.99 67.99
3047057 7.902% 14 346 30/360 1,060,000 70.08 70.08
3047065 6.777% 2.000% 10/1/99 13 287 30/360 1,750,000 45.02 45.02
3047073 8.277% 14 346 30/360 500,000 74.33 74.33
3047081 8.277% 14 286 30/360 890,000 46.52 46.52
3047222 7.567% 12 228 30/360 2,050,000 57.27 57.27
3047230 8.277% 13 35 30/360 1,460,000 19.93 19.93
3047255 8.277% 12 72 30/360 1,451,100 36.25 36.25
3047263 8.277% 12 72 30/360 560,000 43.35 43.35
3047503 7.527% 10 230 30/360 2,350,000 62.76 62.76
3047651 8.027% 14 166 30/360 900,000 71.9 71.9
3047685 8.027% 13 167 30/360 625,000 61.55 61.55
3047800 8.152% 14 166 30/360 560,000 71.93 71.93
3047818 8.427% 14 286 30/360 245,000 73.86 73.86
3047826 7.902% 12 348 30/360 1,550,000 51.19 51.19
3047834 8.277% 13 167 30/360 950,000 56.76 56.76
3047842 8.027% 14 166 30/360 1,600,000 65.9 65.9
3047859 8.277% 14 166 30/360 590,000 42.28 42.28
3047867 8.277% 14 166 30/360 975,000 34.44 34.44
3047875 7.927% 13 287 30/360 445,000 63.15 63.15
3047883 8.402% 13 167 30/360 880,000 43.77 43.77
3047891 8.277% 14 42 30/360 2,100,000 6.06 6.06
3047909 8.027% 14 166 30/360 1,185,000 58.24 58.24
3047917 7.902% 14 346 30/360 1,175,000 56.9 56.9
3047933 7.402% 2.625% 9/1/99 14 335 30/360 475,000 68.42 68.42
3047941 8.277% 14 346 30/360 400,000 74.33 74.33
3047958 8.152% 13 167 30/360 1,067,500 60.38 60.38
3047966 7.652% 10 350 30/360 1,292,213 61.47 61.47
3047974 7.027% 2.250% 9/1/99 14 286 30/360 1,900,000 59.57 59.57
3047982 8.027% 12 168 30/360 2,400,000 24.12 24.12
3048022 8.027% 13 167 30/360 1,300,000 36.69 36.69
3048048 8.777% 14 226 30/360 730,000 68.46 68.46
3048139 8.152% 13 287 30/360 1,060,000 74.46 74.46
3048170 7.902% 10 170 30/360 1,035,000 66.81 66.81
3048212 8.402% 14 135 30/360 920,000 38.14 38.14
3048295 6.977% 2.200% 9/15/99 13 287 30/360 2,400,000 55.43 55.43
3048337 7.527% 7 353 30/360 1,440,000 62.19 62.19
3048345 8.402% 13 167 30/360 765,000 52.36 52.36
3048378 8.027% 13 347 30/360 1,600,000 46.47 46.47
3048402 7.277% 2.500% 9/1/99 14 346 30/360 665,000 67.02 67.02
3048410 8.527% 13 167 30/360 430,000 72.25 72.25
3048428 7.652% 2.875% 9/15/99 13 167 30/360 500,000 61.6 61.6
3048469 8.277% 12 228 30/360 258,000 59.83 59.83
3048568 8.027% 13 287 30/360 1,000,000 70.65 70.65
3048592 7.902% 2.000% 8/1/03 9 231 30/360 1,800,000 25.98 25.98
3048725 7.902% 13 288 30/360 377,900 65.31 65.31
3048758 8.027% 12 228 30/360 190,000 73.46 73.46
3048766 8.277% 13 227 30/360 975,000 50.17 50.17
3048824 8.027% 11 109 30/360 1,250,000 22.53 22.53
3048840 7.902% 12 168 30/360 1,525,000 68.3 68.3
3048915 7.902% 13 347 30/360 626,500 63.28 63.28
3048980 8.277% 13 287 30/360 1,850,000 32.01 32.01
3048998 8.277% 12 348 30/360 535,000 60.29 60.29
3049046 7.027% 2.250% 12.875% 10/1/99 13 347 30/360 1,300,000 71.02 71.02
3049053 8.652% 13 167 30/360 460,000 52.37 52.37
3049079 8.527% 13 167 30/360 975,000 21.86 21.86
3049087 7.777% 13 347 30/360 625,000 71.35 71.35
3049095 7.777% 13 347 30/360 961,500 74.2 74.2
3049103 7.902% 13 287 30/360 1,300,000 72.25 72.25
3049160 7.527% 2.750% 10/1/99 13 107 30/360 725,000 51.16 51.16
3049194 7.902% 13 167 30/360 1,400,000 72.1 72.1
3049244 7.652% 13 167 30/360 660,000 65.49 65.49
3049293 8.277% 13 167 30/360 400,000 51.97 51.97
3049327 8.152% 12 348 30/360 780,000 49.36 49.36
3049343 7.152% 2.375% 10/1/99 13 287 30/360 1,550,000 31.8 31.8
3049368 8.152% 13 167 30/360 1,120,000 66.57 66.57
3049376 8.527% 14 164 ACTUAL/360 248,000 71.82 71.82
3049384 8.027% 13 167 30/360 1,710,000 28.12 28.12
3049392 9.027% 13 140 30/360 235,000 65.99 65.99
3049459 7.027% 2.250% 10/1/99 13 347 30/360 1,100,000 63.04 63.04
3049673 8.027% 13 167 30/360 1,000,000 53.86 53.86
3049681 8.277% 13 167 30/360 375,000 72.19 72.19
3049723 8.152% 13 167 30/360 845,000 66.04 66.04
3049731 7.527% 12 339 30/360 635,000 72.65 72.65
3049806 8.527% 12 108 30/360 545,000 64.3 64.3
3049889 8.777% 12 254 30/360 1,135,000 18.87 18.87
3049897 7.777% 12 168 30/360 1,800,000 66.95 66.95
3049905 7.777% 12 168 30/360 840,000 59.68 59.68
3049913 8.027% 13 167 30/360 850,000 69.81 69.81
3049921 9.402% 12 228 30/360 220,000 53.6 53.6
3049947 8.027% 13 167 30/360 465,000 72.13 72.13
3049954 8.527% 12 348 30/360 360,000 64.81 64.81
3049970 8.152% 13 347 30/360 780,000 50.85 50.85
3049988 8.402% 11 169 30/360 432,000 64.14 64.14
3049996 9.277% 12 169 30/360 272,000 49.98 49.98
3050010 7.027% 2.250% 10/1/99 13 167 30/360 540,000 72.02 72.02
3050028 7.902% 13 347 30/360 850,000 73.11 73.11
3050077 8.152% 13 155 30/360 750,000 61.6 61.6
3050085 8.527% 12 286 30/360 220,000 71.77 71.77
3050093 8.277% 11 169 30/360 570,000 57.77 57.77
3050101 7.652% 2.875% 10/1/99 13 287 30/360 260,000 68.31 68.31
3050119 8.277% 12 348 30/360 830,000 47.83 47.83
3050127 8.152% 12 288 30/360 870,000 68.11 68.11
3050143 7.777% 2.500% 11/1/99 11 168 30/360 850,000 67.13 67.13
3050168 8.027% 12 168 30/360 1,435,000 40.34 40.34
3050176 8.027% 13 167 30/360 1,100,000 62.07 62.07
3050192 7.902% 12 168 30/360 1,270,000 71.93 71.93
3050200 8.652% 12 288 30/360 500,000 59.32 59.32
3050218 8.277% 12 348 30/360 1,500,000 48.3 48.3
3050226 8.277% 12 168 30/360 500,000 67.59 67.59
3050234 8.027% 13 167 30/360 580,000 72.13 72.13
3050242 8.277% 13 167 30/360 290,000 66.38 66.38
3050259 8.277% 11 169 30/360 368,000 72.64 72.64
3050283 8.277% 12 228 30/360 490,000 70.01 70.01
3050309 8.027% 12 168 30/360 1,560,000 65.18 65.18
3050317 8.527% 12 168 30/360 430,000 71.91 71.91
3050333 7.777% 10 110 30/360 780,000 57.47 57.47
3050341 9.527% 12 168 30/360 202,000 62.36 62.36
3050358 7.902% 2.625% 11/1/99 12 334 30/360 460,000 63.1 63.1
3050366 8.277% 12 348 30/360 670,000 63.25 63.25
3050374 8.027% 12 348 30/360 1,200,000 54.15 54.15
3050440 8.027% 11 169 30/360 900,000 40.33 40.33
3050457 8.152% 12 348 30/360 720,000 73.73 73.73
3050465 8.402% 11 276 30/360 320,000 72.78 72.78
3050473 7.652% 13 68 30/360 820,000 29.89 29.89
3050481 7.652% 13 69 30/360 1,010,000 54.42 54.42
3050499 8.277% 12 348 30/360 445,000 74.43 74.43
3050515 9.277% 12 168 30/360 180,000 66.57 66.57
3050549 8.277% 11 349 30/360 520,000 57.29 57.29
3050614 8.152% 12 168 30/360 1,040,000 39.81 39.81
3050622 8.277% 11 169 30/360 580,000 65.79 65.79
3050630 8.152% 12 168 30/360 665,780 67.55 67.55
3050648 7.777% 9 291 30/360 1,800,000 51.16 51.16
3050655 7.902% 12 288 30/360 1,240,000 64.48 64.48
3050705 8.027% 12 168 30/360 1,900,000 38.08 38.08
3050713 8.777% 11 271 30/360 545,000 32.95 32.95
3050721 7.777% 7 353 30/360 385,000 64.6 64.6
3050739 8.027% 11 349 30/360 362,000 74.46 74.46
3050754 8.277% 12 348 30/360 475,000 67.49 67.49
3050762 8.277% 12 168 30/360 308,000 62.7 62.7
3050796 8.652% 11 169 30/360 700,000 46.4 46.4
3050804 8.652% 11 169 30/360 440,000 63.02 63.02
3050812 7.902% 12 348 30/360 1,370,000 65.16 65.16
3050820 8.902% 12 288 30/360 545,000 36.3 36.3
3050853 7.902% 12 348 30/360 1,800,000 46.84 46.84
3050861 8.402% 12 348 30/360 375,000 66.18 66.18
3050879 8.027% 13 167 30/360 1,320,000 54.64 54.64
3051182 8.402% 13 276 30/360 255,000 54.52 54.52
3051448 7.902% 11 169 30/360 510,000 67.06 67.06
3051489 7.027% 2.000% 6/1/99 11 289 30/360 500,000 74.04 74.04
3051737 7.507% 12 228 30/360 1,600,000 42.8 42.8
3052289 8.402% 12 166 ACTUAL/360 LY 380,000 72.46 72.46
3052479 8.277% 12 168 30/360 340,000 65.31 65.31
3052503 7.902% 12 288 30/360 1,000,000 61.2 61.2
3052511 9.027% 11 169 30/360 225,000 68.15 68.15
3052545 8.027% 12 288 30/360 1,050,000 63.48 63.48
3052552 8.652% 12 168 30/360 1,000,000 31.39 31.39
3052578 8.152% 11 349 30/360 455,000 51.28 51.28
3052586 8.152% 11 169 30/360 825,000 65.72 65.72
3052594 8.902% 11 135 30/360 315,000 49.12 49.12
3052602 8.277% 12 168 30/360 750,000 41.71 41.71
3052610 9.027% 12 348 30/360 270,000 62.55 62.55
3052628 8.402% 11 349 30/360 415,000 71.8 71.8
3052636 8.277% 11 349 30/360 1,350,000 37.15 37.15
3052644 8.402% 11 169 30/360 685,000 48.44 48.44
3052651 8.277% 11 109 30/360 950,000 49.44 49.44
3052669 8.277% 12 348 30/360 370,000 74.3 74.3
3052677 7.902% 11 349 30/360 925,000 26.72 26.72
3052701 8.777% 11 169 30/360 370,000 65.53 65.53
3052727 8.527% 10 170 30/360 290,000 72.07 72.07
3052735 8.277% 11 169 30/360 560,000 69.18 69.18
3052743 7.902% 11 349 30/360 600,000 66.17 66.17
3052750 7.777% 11 169 30/360 780,000 67.7 67.7
3052768 8.027% 11 168 30/360 815,000 62.53 62.53
3052776 8.027% 11 168 30/360 1,000,000 59.56 59.56
3052784 8.152% 11 349 30/360 885,000 74.47 74.47
3052792 8.402% 12 348 30/360 425,000 69.48 69.48
3052859 8.402% 12 168 30/360 1,080,000 39.77 39.77
3052867 8.152% 11 289 30/360 1,600,000 47.89 47.89
3052875 6.902% 2.000% 6/1/99 11 349 30/360 635,000 73.23 73.23
3052883 7.902% 11 169 30/360 1,030,000 56.36 56.36
3052891 8.402% 11 109 30/360 640,000 69.75 69.75
3052909 8.652% 11 145 30/360 245,000 61.92 61.92
3052917 8.152% 11 349 30/360 570,000 60.97 60.97
3052925 8.777% 10 170 30/360 481,500 36.36 36.36
3052933 8.527% 9 171 30/360 580,000 41.86 41.86
3052990 7.777% 11 109 30/360 1,300,000 49.06 49.06
3053006 8.277% 11 169 30/360 385,525 72.35 72.35
3053014 8.327% 12 168 30/360 560,000 65.53 65.53
3053030 8.452% 11 349 30/360 560,000 69.39 69.39
3053048 8.277% 11 169 30/360 850,000 55.26 55.26
3053063 6.777% 2.000% 12.750% 8/1/99 9 291 30/360 1,100,000 53.97 53.97
3053071 8.027% 11 169 30/360 1,930,000 25.07 25.07
3053089 7.677% 11 169 30/360 700,000 72.51 72.51
3053097 8.277% 10 170 30/360 540,000 68 68
3053147 8.277% 11 168 30/360 1,550,000 31.81 31.81
3053196 8.152% 11 349 30/360 460,000 74.47 74.47
3053212 8.027% 10 170 30/360 1,100,000 46.87 46.87
3053220 8.152% 10 170 30/360 850,000 57.13 57.13
3053246 7.527% 11 169 30/360 865,000 43.57 43.57
3053279 7.902% 11 289 30/360 1,095,000 65.39 65.39
3053287 8.277% 9 351 30/360 460,000 56.2 56.2
3053295 7.902% 10 350 30/360 710,000 74.49 74.49
3053303 8.277% 11 349 30/360 560,000 69.83 69.83
3053311 8.277% 11 289 30/360 570,000 59.21 59.21
3053329 7.152% 2.250% 6/1/99 11 169 30/360 1,750,000 55.21 55.21
3053345 8.152% 9 231 30/360 685,000 69.02 69.02
3053352 8.777% 11 349 30/360 235,000 73.74 73.74
3053360 8.652% 10 170 30/360 240,000 77.79 57.44
3053378 8.402% 11 169 30/360 730,000 55.08 55.08
3053386 7.652% 10 350 30/360 625,000 57.19 57.19
3053409 9.027% 11 169 30/360 215,000 72.67 72.67
3053428 8.027% 10 170 30/360 965,000 41.6 41.6
3053436 7.902% 11 169 30/360 1,850,000 49.16 49.16
3053444 7.652% 10 110 30/360 2,075,000 68.19 68.19
3053477 8.027% 11 289 30/360 1,375,000 60.68 60.68
3053493 8.777% 12 168 30/360 250,000 72.52 72.52
3053501 8.152% 10 350 30/360 875,000 40.37 40.37
3053535 7.527% 11 109 30/360 2,300,000 40.73 40.73
3053543 8.027% 10 170 30/360 1,050,000 60.1 60.1
3053550 7.652% 10 350 30/360 1,000,000 74.47 74.47
3053568 7.527% 11 349 30/360 970,000 66.17 66.17
3053576 8.652% 9 171 30/360 270,000 73.14 73.14
3053584 7.527% 2.625% 6/1/99 11 169 30/360 1,425,000 30.55 30.55
3053592 8.152% 10 290 30/360 700,000 70.7 70.7
3053618 8.527% 10 350 30/360 410,000 67.4 67.4
3053634 8.777% 11 169 30/360 400,000 60.61 60.61
3053642 6.777% 2.000% 6/15/99 10 350 30/360 1,335,000 74.42 74.42
3053667 8.277% 10 170 30/360 550,000 67.3 67.3
3053675 8.777% 11 289 30/360 242,500 74.24 74.24
3053683 8.527% 9 351 30/360 310,000 72.19 72.19
3053907 7.902% 9 291 30/360 2,150,000 65.94 65.94
3054210 7.227% 2.250% 6/1/99 11 169 30/360 521,000 52.68 52.68
3054236 7.652% 10 290 30/360 1,500,000 42.17 42.17
3054368 7.777% 9 231 30/360 1,720,000 49.5 49.5
3054376 8.027% 9 291 30/360 1,300,000 76.2 76.2
3054392 8.152% 10 170 30/360 860,000 57.81 57.81
3054459 7.777% 9 291 30/360 1,575,000 74.27 74.27
3054541 8.652% 12 166 ACTUAL/360 LY 210,000 72.52 72.52
3055266 7.902% 9 291 30/360 1,660,000 65.63 65.63
3055282 8.402% 10 168 ACTUAL/360 LY 300,000 47.3 47.3
3055290 7.777% 10 281 ACTUAL/360 LY 560,000 71.55 71.55
3055332 7.402% 10 226 ACTUAL/360 LY 1,375,000 73.64 73.64
3055373 8.152% 10 109 ACTUAL/360 515,000 56.52 56.52
3055407 8.152% 10 168 ACTUAL/360 1,500,000 14.57 14.57
3055423 8.027% 10 168 ACTUAL/360 350,000 60.34 60.34
3055431 8.152% 9 169 ACTUAL/360 LY 740,000 32.92 32.92
3055571 8.277% 9 169 ACTUAL/360 LY 490,000 38.49 38.49
3055597 7.652% 9 169 ACTUAL/360 1,630,000 72.95 72.95
3055605 7.777% 9 169 ACTUAL/360 LY 585,000 72.88 72.88
3055704 7.652% 9 169 ACTUAL/360 LY 2,000,000 58.38 58.38
3055829 8.277% 9 281 ACTUAL/360 LY 330,000 69.07 69.07
3055910 7.177% 2.400% 9/15/99 7 173 30/360 910,000 57.58 57.58
3055928 8.152% 8 283 ACTUAL/360 420,000 38.72 38.72
3055969 9.777% 9 171 ACTUAL/365 140,000 61.26 61.26
3056009 8.777% 8 111 ACTUAL/360 190,000 74.58 74.58
3056017 8.277% 30 111 ACTUAL/360 440,000 43.47 33.68
3056199 8.152% 8 170 ACTUAL/360 LY 590,000 41.4 41.4
3056223 7.527% 8 284 ACTUAL/360 LY 750,000 74.32 74.32
3056306 8.652% 6 113 ACTUAL/360 475,000 30.58 30.58
3057072 8.152% 9 231 30/360 475,000 55.78 55.78
3057155 7.497% 7 353 30/360 537,000 74.11 74.11
3057197 7.902% 9 291 30/360 1,408,000 52.76 52.76
3057247 7.402% 6 294 30/360 1,430,000 59.04 59.04
3057254 8.402% 9 231 30/360 2,208,200 28.52 28.52
3057270 7.152% 2.250% 8/1/99 9 111 30/360 3,294,700 19.58 19.58
3057304 8.027% 9 165 30/360 450,000 51.34 51.34
3057460 8.027% 9 171 30/360 520,000 73.04 73.04
3057502 7.777% 7 233 30/360 840,000 55.86 55.86
3057619 8.027% 7 233 30/360 700,000 59.65 59.65
3057635 8.027% 7 173 30/360 670,000 53.82 53.82
3057692 7.527% 7 233 30/360 610,000 66.7 66.7
3057726 7.652% 8 292 30/360 875,000 48.14 48.14
3057734 8.277% 8 172 30/360 325,000 63.45 63.45
3057742 8.027% 9 291 30/360 425,000 73.4 73.4
3057841 7.652% 9 171 30/360 1,575,000 71.04 71.04
3057858 8.152% 9 171 30/360 545,000 73.06 73.06
3057866 8.152% 11 289 30/360 1,600,000 61.09 61.09
3057874 8.402% 10 350 30/360 495,000 62.85 62.85
3057882 7.777% 10 170 30/360 1,450,000 48.51 48.51
3057890 9.152% 11 169 30/360 255,000 68.53 68.53
3057908 8.402% 11 349 30/360 480,000 67.25 67.25
3057916 8.652% 11 289 30/360 295,000 74.2 74.2
3057924 7.902% 9 171 30/360 610,000 75.01 75.01
3057940 8.277% 10 170 30/360 640,000 57.68 57.68
3057957 8.277% 10 170 30/360 440,000 72.86 72.86
3057965 8.152% 10 170 30/360 540,000 73.74 73.74
3057981 8.152% 9 351 30/360 650,000 65.77 65.77
3057999 8.527% 10 350 30/360 405,000 51.54 51.54
3058005 7.652% 9 291 30/360 1,485,000 63.34 63.34
3058013 8.027% 9 171 30/360 930,000 65.45 65.45
3058021 8.277% 7 173 30/360 1,680,000 16.93 16.93
3058039 8.777% 11 169 30/360 503,000 32.91 32.91
3058047 8.277% 10 170 30/360 1,000,000 24.29 24.29
3058054 8.277% 10 290 30/360 535,000 49.5 49.5
3058070 7.152% 2.250% 6/1/99 11 349 30/360 1,000,000 74.39 74.39
3058088 8.277% 10 350 30/360 440,000 49.69 49.69
3058096 8.027% 9 171 30/360 1,007,000 62.86 62.86
3058104 8.527% 10 350 30/360 410,000 64.25 64.25
3058112 8.402% 10 110 30/360 675,000 70.04 70.04
3058120 8.027% 10 170 30/360 1,000,000 72.81 72.81
3058138 8.527% 9 291 30/360 280,000 70.81 70.81
3058146 8.027% 11 349 30/360 625,000 74.71 74.71
3058161 7.727% 11 133 30/360 1,825,000 49.59 49.59
3058179 7.902% 10 170 30/360 1,290,000 72.79 72.79
3058187 8.527% 10 290 30/360 445,000 59.65 59.65
3058211 9.902% 10 196 30/360 343,000 64.66 64.66
3058229 8.027% 10 170 30/360 825,000 61.78 61.78
3058252 8.277% 10 170 30/360 960,000 40.48 40.48
3058260 7.902% 8 232 30/360 1,275,000 47.15 47.15
3058278 7.652% 9 231 30/360 1,190,000 65.01 65.01
3058286 7.652% 7 293 30/360 675,000 53.66 53.66
3058294 7.777% 11 169 30/360 1,600,000 45.33 45.33
3058302 8.277% 9 171 30/360 833,333 58.46 58.46
3058351 8.277% 10 290 30/360 570,000 67.74 67.74
3058369 8.277% 11 169 30/360 510,000 47.48 47.48
3058377 8.527% 11 73 30/360 400,000 67.58 67.58
3058385 8.027% 10 290 30/360 765,000 73.73 73.73
3058393 9.652% 11 169 30/360 240,000 48.6 48.6
3058401 7.777% 10 350 30/360 1,340,000 49.65 49.65
3058419 8.402% 10 170 30/360 750,000 60.25 60.25
3058427 8.777% 10 170 30/360 470,000 41.39 41.39
3058443 8.402% 9 351 30/360 610,000 52.99 52.99
3058500 7.777% 8 172 30/360 1,020,000 68.34 68.34
3058518 8.027% 10 170 30/360 845,000 69.74 69.74
3058526 8.152% 8 172 30/360 520,000 62.01 62.01
3058559 8.277% 11 169 30/360 620,000 66.51 66.51
3058567 8.277% 11 289 30/360 488,000 60.98 60.98
3058609 7.402% 6 354 30/360 1,000,000 69.69 69.69
3058617 7.902% 9 171 30/360 760,000 62 62
3058625 8.027% 10 290 30/360 650,000 63.94 63.94
3058633 8.652% 10 350 30/360 360,000 55.23 55.23
3058674 7.902% 8 172 30/360 165,000 68.01 68.01
3058682 7.902% 8 232 30/360 1,355,000 68.02 68.02
3060720 8.527% 9 291 30/360 800,000 35.44 35.44
3060738 7.902% 10 350 30/360 460,000 68.66 68.66
3060746 8.152% 9 171 30/360 650,000 62.94 62.94
3060753 7.652% 9 291 30/360 1,420,000 69.31 69.31
3060761 8.152% 9 171 30/360 735,000 51.16 51.16
3060787 9.527% 9 171 30/360 170,947 58.58 58.58
3060795 8.277% 7 173 30/360 350,000 73.52 73.52
3060803 9.152% 9 171 30/360 200,000 73.22 73.22
3060852 6.652% 1.875% 9/1/99 8 352 30/360 1,450,000 56.9 56.9
3060860 8.277% 10 290 30/360 440,000 69.75 69.75
3060878 8.402% 10 170 30/360 500,000 68.02 68.02
3060886 7.902% 10 290 30/360 650,000 68.5 68.5
3060894 8.402% 9 291 30/360 420,000 73.16 73.16
3060902 8.027% 10 288 30/360 470,000 70.45 70.45
3060910 7.652% 10 290 30/360 250,000 63.29 63.29
3060928 8.652% 9 171 30/360 248,000 72.75 72.75
3060936 7.027% 2.250% 9/1/99 7 352 30/360 2,455,000 16.21 16.21
3061017 8.277% 9 351 30/360 350,000 61.65 61.65
3061025 8.152% 9 350 30/360 365,000 74.83 74.83
3061033 7.902% 3.125% 8/1/99 9 291 30/360 970,000 33.21 33.21
3061058 8.402% 9 160 30/360 408,000 57.7 57.7
3061066 8.027% 6 354 30/360 315,000 33.6 33.6
3061090 8.527% 10 170 30/360 465,000 39.09 39.09
3061140 7.777% 7 293 30/360 1,700,000 49.62 49.62
3061181 8.027% 6 354 30/360 375,000 66.41 66.41
3061207 8.027% 7 352 30/360 325,000 74.62 74.62
3061215 8.027% 6 354 30/360 210,000 71.15 71.15
3061223 8.402% 9 154 30/360 320,000 69.22 69.22
3061231 7.902% 9 351 30/360 845,000 64.7 64.7
3061249 8.777% 9 171 30/360 350,000 64.1 64.1
3061298 8.527% 8 352 30/360 420,000 59.01 59.01
3061306 7.902% 9 231 30/360 1,280,000 65.38 65.38
3061330 7.777% 10 289 30/360 820,000 54.19 54.19
3061348 7.652% 9 351 30/360 2,500,000 59.62 59.62
3061365 8.277% 9 171 30/360 290,000 73.08 73.08
3061371 8.152% 8 352 30/360 650,000 55.1 55.1
3061389 9.027% 9 290 30/360 255,000 68.01 68.01
3061397 8.027% 9 291 30/360 1,000,000 49.53 49.53
3061405 7.902% 9 171 30/360 470,000 66.29 66.29
3061413 8.402% 7 173 30/360 452,500 55.25 55.25
3061421 8.527% 8 319 30/360 300,000 64.86 64.86
3061439 8.277% 8 172 30/360 340,000 71.58 71.58
3061447 7.902% 7 165 30/360 700,000 51.62 51.62
3061462 7.652% 2.875% 9/1/99 8 112 30/360 1,100,000 35.37 35.37
3061470 8.152% 8 292 30/360 1,170,000 42.39 42.39
3061496 7.652% 9 171 30/360 1,850,000 72.98 72.98
3061504 6.902% 2.000% 8/15/99 8 232 30/360 832,000 68.93 68.93
3061512 6.902% 2.125% 8/1/99 9 351 30/360 475,000 62.73 62.73
3061520 7.652% 9 351 30/360 846,000 73.82 73.82
3061546 9.027% 7 293 30/360 250,000 74.54 74.54
3061553 8.652% 8 335 30/360 327,000 75.3 61.15
3061561 8.277% 8 172 30/360 720,000 40.72 40.72
3061595 7.777% 8 172 30/360 1,435,000 66 66
3061603 8.777% 9 351 30/360 250,000 74.02 74.02
3061611 8.277% 9 291 30/360 600,000 74.33 74.33
3061637 6.902% 2.125% 10/1/99 7 293 30/360 1,350,000 54.22 54.22
3061652 8.777% 8 172 30/360 290,000 68.48 68.48
3061660 7.902% 8 172 30/360 1,260,000 44.18 44.18
3061686 6.777% 2.000% 9/1/99 8 292 30/360 2,125,000 32.58 32.58
3061694 8.027% 7 293 30/360 945,000 68.81 68.81
3061702 8.652% 8 172 30/360 280,000 69.86 69.86
3061751 8.652% 8 172 30/360 225,000 58.68 58.68
3061769 8.152% 8 172 30/360 860,000 39.77 39.77
3061777 7.652% 8 172 30/360 875,000 63.58 63.58
3061785 6.902% 2.125% 10/1/99 7 293 30/360 1,730,000 42.31 42.31
3061801 8.027% 7 173 30/360 985,000 57.8 57.8
3061819 8.277% 9 351 30/360 203,000 74.58 74.58
3061827 7.777% 9 351 30/360 760,000 68.91 68.91
3061835 8.152% 7 173 30/360 682,000 62.16 62.16
3061843 7.527% 7 173 30/360 2,000,000 56.78 56.78
3061918 7.402% 9 351 30/360 1,530,000 69.51 69.51
3061926 8.277% 9 152 30/360 325,000 63.31 63.31
3061942 8.277% 8 352 30/360 575,000 69.22 69.22
3061967 7.652% 7 293 30/360 875,000 74.43 74.43
3061975 7.652% 8 172 30/360 975,000 47.95 47.95
3061983 7.777% 8 172 30/360 630,000 65.86 65.86
3061991 8.152% 7 173 30/360 900,000 47.59 47.59
3062049 8.652% 7 173 30/360 325,000 58.95 58.95
3062064 7.902% 7 293 30/360 1,400,000 60.27 60.27
3062080 8.027% 8 172 30/360 665,000 58.76 58.76
3063021 7.547% 8 172 30/360 2,520,000 48.41 48.41
3063799 7.527% 8 352 30/360 1,050,000 56.81 56.81
3063849 7.527% 8 76 30/360 1,530,000 56.31 56.31
3063856 8.277% 7 233 30/360 775,000 64.11 64.11
3063864 8.152% 7 353 30/360 406,000 74.79 74.79
3063872 7.777% 7 353 30/360 1,665,000 65.75 65.75
3063898 8.277% 8 172 30/360 525,000 72.6 72.6
3063914 8.402% 7 353 30/360 240,000 74.68 74.68
3063922 9.152% 7 353 30/360 400,000 31.14 31.14
3063948 8.277% 7 173 30/360 485,000 57.6 57.6
3063963 7.652% 7 292 30/360 2,450,000 56.64 56.64
3063971 7.402% 7 353 30/360 1,550,000 74.61 74.61
3063997 7.777% 7 353 30/360 585,000 74.77 74.77
3064003 7.777% 7 353 30/360 650,000 68.13 68.13
3064011 7.527% 8 352 30/360 652,300 38.1 38.1
3064060 7.902% 7 353 30/360 480,000 62.21 62.21
3064078 7.627% 8 171 30/360 690,000 61.24 61.24
3064094 7.777% 7 173 30/360 1,100,000 61.43 61.43
3064102 7.777% 7 173 30/360 1,000,000 50.63 50.63
3064110 8.402% 7 353 30/360 345,000 74.68 74.68
3064128 7.527% 7 293 30/360 1,590,000 62.4 62.4
3064136 7.777% 7 173 30/360 1,100,000 52.08 52.08
3064144 7.902% 7 173 30/360 1,350,000 65.31 65.31
3064151 7.902% 7 173 30/360 500,000 62.3 62.3
3064169 8.527% 7 173 30/360 450,000 61.02 61.02
3064177 8.027% 8 352 30/360 541,730 40.77 40.77
3064185 7.652% 7 173 30/360 1,900,000 33.5 33.5
3064193 8.402% 7 113 30/360 1,220,000 22.87 22.87
3064201 7.902% 7 353 30/360 975,000 62.02 62.02
3064235 8.152% 7 233 30/360 530,000 46.62 46.62
3064268 7.902% 6 114 30/360 575,000 64.23 64.23
3064276 7.777% 6 352 30/360 430,000 74.58 74.58
3064284 8.277% 7 173 30/360 495,000 64.16 64.16
3064300 7.527% 6 354 30/360 827,500 60.78 60.78
3064318 8.027% 8 292 30/360 1,000,000 61.98 61.98
3064334 8.652% 7 293 30/360 345,000 57.59 57.59
3064342 10.527% 5.750% 10/1/99 7 53 30/360 560,000 23.72 23.72
3064367 8.027% 6 294 30/360 494,000 45.27 45.27
3064375 8.527% 7 173 30/360 370,000 66.26 66.26
3064474 7.777% 7 173 30/360 675,000 54.99 54.99
3064482 7.527% 6 354 30/360 2,433,000 40.92 40.92
3064496 7.902% 7 353 30/360 329,900 74.65 74.65
3064508 7.777% 6 174 30/360 727,000 57.43 57.43
3064516 7.777% 6 174 30/360 590,000 74.3 74.3
3064524 7.777% 6 174 30/360 665,000 56.14 56.14
3064540 7.902% 7 173 30/360 1,150,000 43.44 43.44
3064599 7.902% 6 354 30/360 680,000 55.66 55.66
3064607 7.777% 6 234 30/360 850,000 65.2 65.2
3064615 8.152% 6 174 30/360 450,000 70.99 70.99
3064623 7.527% 6 294 30/360 335,000 60.49 60.49
3064631 8.027% 7 173 30/360 440,000 66.8 66.8
3064656 7.652% 7 293 30/360 300,000 74.43 74.43
3064664 7.777% 7 293 30/360 385,000 58 58
3064672 7.777% 7 293 30/360 390,000 57.26 57.26
3064680 7.777% 7 293 30/360 1,175,000 50.68 50.68
3064698 7.527% 7 293 30/360 836,000 71.21 71.21
3064755 7.777% 6 294 30/360 910,000 58.2 58.2
3064821 7.902% 7 113 30/360 640,000 63.83 63.83
3064854 8.027% 7 353 30/360 460,000 74.66 74.66
3064862 8.152% 6 354 30/360 320,000 74.72 74.72
3064896 7.652% 6 294 30/360 675,000 69.54 69.54
3064904 7.527% 7 293 30/360 2,680,000 44.43 44.43
3064946 8.027% 6 174 30/360 400,000 64.12 64.12
3064953 7.652% 6 294 30/360 1,020,000 73.05 73.05
3065018 9.027% 7 173 30/360 200,000 63.44 63.44
3065034 7.777% 6 174 30/360 860,000 68.54 68.54
3065075 7.527% 7 173 30/360 1,820,000 61.81 61.81
3065166 7.777% 6 174 30/360 685,000 67.64 67.64
3065208 7.527% 6 354 30/360 500,000 48.39 48.39
3065232 7.652% 7 353 30/360 1,015,000 64.88 64.88
3065273 8.777% 6 108 30/360 170,000 54.9 54.9
3065299 9.402% 6 174 30/360 160,000 67.7 67.7
3073038 7.527% 6 354 30/360 605,000 74.06 74.06
3073046 7.902% 6 174 30/360 455,000 58.31 58.31
3073095 8.277% 6 294 30/360 360,000 55.23 55.23
3073194 8.027% 6 354 30/360 285,000 65.01 65.01
3074887 7.402% 6 172 ACTUAL/360 370,000 66.33 66.33
3100385 9.257% 79 214 OTHER 710,000 67.07 48.87
3100609 7.652% 2.750% 8/1/99 81 155 30/360 2,400,000 57.23 52.83
3100625 9.402% 4.500% 10/1/99 73 107 30/360 135,000 41.97 31.43
3100633 7.902% 78 42 30/360 415,000 21.43 15.56
3101169 8.027% 68 232 30/360 1,800,000 55.79 42.4
3101185 7.777% 3.000% 10/1/99 67 77 30/360 380,000 46.45 35.31
3101219 7.902% 3.000% 6/1/99 65 271 30/360 725,000 50.81 39.46
3101235 8.402% 3.500% 11.875% 7/1/99 64 188 30/360 240,000 64.88 49.17
3101243 6.777% 2.000% 8/1/99 63 105 30/360 365,000 53.7 41.35
3101268 7.777% 3.000% 11.375% 9/1/99 62 178 30/360 920,000 45.24 34.05
3101326 8.147% 61 179 30/360 1,090,000 68.81 51.79
3101342 9.027% 61 239 30/360 420,000 61.13 46.01
3101359 8.277% 3.000% 11.940% 11/1/99 60 120 30/360 950,000 41.8 31.46
3101441 8.902% 59 192 30/360 620,000 53.08 40.68
3101573 9.402% 55 245 30/360 975,000 70.25 53.07
3101623 9.402% 55 245 30/360 1,260,000 71.23 53.81
3101789 9.402% 53 307 30/360 200,000 72.64 55.13
3101821 9.527% 52 308 30/360 1,325,000 42.82 33.1
3101938 9.977% 49 73 30/360 677,375 28.97 21.78
3101961 7.777% 47 253 30/360 1,180,000 70.7 53.01
3102100 7.402% 2.625% 13.500% 9/1/99 44 256 30/360 550,000 71.14 54.18
3102118 8.152% 44 136 30/360 2,025,000 59.22 45.14
3102175 8.227% 41 259 30/360 620,000 71.53 67.2
3102191 8.127% 43 257 30/360 1,675,000 72.35 53.99
3102217 8.152% 42 198 30/360 1,550,000 64.49 48.51
3102225 8.027% 3.125% 6/1/99 41 139 30/360 355,000 51.54 38.46
3102290 7.557% 40 260 30/360 1,665,000 56.51 42.49
3102324 7.902% 40 320 30/360 1,270,000 53.47 40.72
3102332 7.777% 39 321 30/360 450,000 72.77 55.82
3102340 8.027% 39 141 30/360 334,000 50.71 37.98
3102357 8.027% 39 261 30/360 465,000 61.61 47.68
3102365 8.027% 38 322 30/360 475,000 61.42 47.53
3102381 8.777% 39 261 30/360 395,000 60.74 46.01
3102407 8.902% 38 262 30/360 170,000 72.13 54.01
3102415 7.652% 76 260 30/360 2,115,000 66.55 50.21
3102423 8.027% 38 226 30/360 384,615 58.68 43.94
3102449 7.902% 38 262 30/360 700,000 68.25 51.11
3102498 8.027% 38 322 30/360 355,000 68.48 52.99
3102506 7.267% 38 261 30/360 935,000 71.71 53.7
3102514 7.267% 38 261 30/360 1,285,000 64.18 48.06
3102522 8.427% 37 261 30/360 995,000 70.22 53.24
3102530 7.902% 37 263 30/360 1,100,000 63.06 48.8
3102563 8.277% 37 151 30/360 400,000 60.29 45.15
3102597 8.277% 36 324 30/360 1,100,000 55.41 42.01
3102605 7.902% 36 201 30/360 1,870,000 61.86 47.26
3102688 9.402% 35 265 30/360 820,000 33.04 25.24
3102696 10.277% 35 272 30/360 225,000 70.74 54.27
3102738 9.152% 35 179 30/360 465,000 43.06 32.62
3102746 9.152% 34 326 30/360 580,000 67.62 52.32
3102753 8.277% 34 146 30/360 910,000 49.13 37.1
3102837 9.527% 33 87 30/360 665,000 24.05 18.47
3102845 9.277% 33 327 30/360 620,000 67.28 50.39
3102878 8.777% 32 328 30/360 900,000 67.1 51.26
3102910 8.027% 3.250% 9/1/99 32 148 30/360 257,000 42.99 32.32
3102928 8.027% 3.250% 9/1/99 32 148 30/360 307,000 51.54 38.74
3102936 8.027% 3.250% 9/1/99 32 148 30/360 307,000 51.54 38.74
3102951 10.527% 31 329 30/360 340,000 59.78 45.28
3102969 9.527% 31 269 30/360 510,000 57.2 44.3
3103017 7.697% 31 149 30/360 780,000 60.69 46.01
3103025 9.277% 30 330 30/360 415,000 77.4 59.38
3103058 10.527% 30 206 30/360 170,000 34.88 26.42
3103173 8.027% 28 152 30/360 1,400,000 58.7 43.96
3103207 8.902% 28 272 30/360 560,000 66.88 52.81
3103231 9.777% 28 152 30/360 220,000 69.32 53.18
3103280 8.277% 24 336 30/360 1,975,000 74.75 49.21
3103298 8.537% 25 155 30/360 2,700,000 48.03 48.03
3103330 9.152% 25 275 30/360 725,000 71.55 71.55
3103389 9.027% 24 153 30/360 875,000 44.85 44.85
3103397 8.402% 3.500% 14.375% 6/1/99 23 217 30/360 260,000 62.23 62.23
3103439 9.527% 24 156 30/360 388,000 67.47 67.47
3103454 10.652% 23 314 30/360 400,000 51.91 51.91
3103462 7.844% 23 327 30/360 1,910,000 73.69 73.69
3103470 7.207% 23 217 30/360 850,000 64.23 64.23
3103496 9.277% 21 159 30/360 282,000 70.69 70.69
3103546 8.277% 21 159 30/360 650,000 64.91 64.91
3201225 9.777% 2.000% 1/1/00 148 152 30/360 226,500 45.1 34.02
3202108 9.902% 37 83 30/360 1,650,000 27.66 21.7
3202413 8.277% 100 55 30/360 950,000 28.38 24.07
3202520 8.777% 38 142 30/360 910,000 59.94 42.99
3202538 7.152% 2.250% 7/1/99 149 92 30/360 1,780,000 37.35 26.54
3202611 7.652% 2.750% 7/1/99 199 110 30/360 940,000 40.96 29.93
4537718 7.402% 2.375% 11/1/99 48 252 30/360 850,000 59.05 43.21
4537734 8.652% 38 262 30/360 1,300,000 59.83 46.19
4537825 7.527% 2.500% 11/1/99 48 132 30/360 940,000 58.56 46.91
4537858 8.652% 47 253 30/360 920,000 51.58 38.21
4537874 9.527% 49 100 30/360 411,900 43.79 32.52
4537882 9.402% 45 135 30/360 410,000 47.91 35.49
4537890 8.027% 48 189 30/360 675,000 55.67 41.24
4537990 8.652% 19 281 30/360 1,850,000 73.61 53.65
4538005 8.777% 47 193 30/360 1,091,200 20.99 15.66
4538021 8.902% 45 135 30/360 635,000 42 33.88
4538070 9.277% 42 198 30/360 152,965 48.46 37.26
4538203 7.527% 2.500% 6/1/99 47 193 30/360 310,000 60.87 48.84
4538260 8.777% 41 199 30/360 440,000 51.7 39.71
4538294 7.652% 2.750% 9/1/99 32 148 30/360 1,235,000 47.41 35.61
4538369 7.527% 46 74 30/360 1,710,000 39.12 28.31
4538419 7.402% 2.500% 8/1/99 45 135 30/360 315,600 53.95 40.06
4538484 9.277% 46 194 30/360 740,000 64.82 46.91
4538542 7.652% 2.750% 10/1/99 43 257 30/360 1,520,000 53.19 39.44
4538567 9.027% 44 264 30/360 375,000 67.53 54.18
4538591 8.402% 39 201 30/360 312,500 66.93 53.17
4538658 7.652% 2.750% 8/1/99 45 134 30/360 230,000 65.13 50.28
4538708 7.777% 3.000% 11/1/99 42 198 30/360 1,000,000 31.97 24.59
4538765 7.277% 2.375% 7/1/99 40 227 30/360 690,000 56.18 42.15
4538831 9.277% 46 194 30/360 243,000 69.09 51.55
4538914 7.527% 2.500% 11/1/99 42 198 30/360 325,000 69.06 50.6
4538955 7.402% 2.500% 10/1/99 43 257 30/360 1,550,000 66.65 49.37
4538971 8.527% 44 136 30/360 1,450,000 39.76 30.72
4538989 7.402% 2.500% 7/1/99 34 206 30/360 705,000 46.19 33.85
4539003 9.652% 45 195 30/360 1,538,000 54.57 39.93
4539037 8.527% 41 139 30/360 450,000 65.35 47.3
4539110 7.527% 2.650% 10/1/99 43 197 30/360 900,000 68.94 53.22
4539177 8.397% 29 251 30/360 1,280,000 70.8 52.77
4539243 9.152% 44 136 30/360 789,200 26.9 19.47
4539268 8.902% 30 150 30/360 1,500,000 48.66 36.3
4539334 7.152% 2.250% 8/1/99 45 195 30/360 335,700 59.82 44.92
4539391 8.652% 41 199 30/360 1,300,000 68.2 50.57
4539425 7.652% 2.750% 10/1/99 43 137 30/360 231,130 64.6 48.61
4539474 8.402% 44 196 30/360 570,000 68.93 52.42
4539557 7.652% 2.750% 9/1/99 44 166 30/360 735,000 45.53 33.76
4539763 8.777% 43 137 30/360 1,990,000 60.96 52.74
4539920 7.652% 2.750% 10/1/99 43 137 30/360 278,900 48.67 36.08
4539946 8.527% 41 66 30/360 290,000 31.11 24.34
4539987 7.402% 2.500% 10/1/99 43 137 30/360 250,000 50.24 37.25
4539995 7.527% 2.500% 13.250% 6.250% 6/1/99 41 171 30/360 325,000 51.43 39.11
4540019 8.527% 42 138 30/360 1,190,000 51.04 40.09
4540027 8.652% 42 54 30/360 270,000 48.2 36.16
4540050 7.402% 29 91 30/360 1,501,000 52.97 42.87
4540084 9.152% 41 258 30/360 975,000 58.95 46.29
4540282 7.402% 2.500% 8/1/99 39 80 30/360 1,575,000 14.32 10.68
4540308 8.402% 43 77 30/360 1,040,000 25.8 19.64
4540324 8.277% 38 142 30/360 350,000 42.74 32.34
4540340 9.152% 42 198 30/360 275,000 64.21 49.96
4540399 7.652% 2.750% 7/1/99 40 260 30/360 565,000 43.63 31.92
4540563 8.777% 40 200 30/360 311,600 49.07 54.61
4540571 9.277% 31 209 30/360 670,000 66.56 54.47
4540597 6.902% 2.000% 8/1/99 39 201 30/360 800,000 62.37 45.96
4540894 8.902% 40 140 30/360 600,000 61.49 46.17
4540902 8.027% 36 204 30/360 1,775,000 50.89 37.09
4541116 8.402% 41 199 30/360 1,030,000 65.59 67.56
4541199 7.902% 38 262 30/360 1,500,000 63.7 46.59
4541215 7.777% 2.875% 9/1/99 38 202 30/360 240,000 65.15 48.65
4541298 9.277% 32 148 30/360 660,000 61.25 44.82
4541330 8.527% 39 141 30/360 167,500 65.89 52.92
4541389 8.152% 39 141 30/360 2,300,000 49.47 36.47
4541397 8.402% 38 82 30/360 800,000 57.77 42.11
4541421 8.027% 38 262 30/360 1,450,000 71.72 53.52
4541439 9.027% 29 151 30/360 435,000 61.4 44.75
4541447 8.652% 38 142 30/360 305,000 66.02 62.93
4541454 7.652% 2.750% 9/1/99 38 202 30/360 726,800 52.46 38.24
4541462 7.652% 2.750% 9/1/99 38 262 30/360 587,000 57.11 41.63
4541512 9.152% 37 143 30/360 525,000 40.73 31.27
4541587 7.527% 2.500% 6/1/99 35 205 30/360 1,100,000 72.23 52.64
4541652 8.652% 39 261 30/360 400,000 62.34 71.24
4541678 7.652% 2.750% 10/1/99 37 263 30/360 385,000 39.24 29.28
4541702 8.652% 38 202 30/360 750,000 65.35 50.07
4541843 7.277% 2.250% 6/1/99 20 205 30/360 430,000 65.3 50.03
4541975 8.127% 36 144 30/360 1,920,000 32.3 23.62
4542346 7.402% 2.500% 10/1/99 37 203 30/360 195,000 69.17 51.73
4542387 7.402% 2.500% 10/1/99 37 143 30/360 650,000 33.88 24.97
4542460 7.527% 2.500% 11/1/99 36 204 30/360 204,100 65.64 50.29
4542619 7.527% 2.500% 6/1/99 35 205 30/360 1,550,000 51.25 40.9
4542635 8.527% 36 144 30/360 475,000 59.5 44.96
4542668 7.027% 2.000% 6/1/99 35 265 30/360 860,000 66.98 49.97
4542734 8.777% 27 273 30/360 810,000 44.08 44.08
4542759 7.527% 2.500% 11/1/99 36 84 30/360 1,000,000 5.08 3.81
4542965 7.777% 2.750% 6/1/99 35 85 30/360 250,000 55.25 41.22
4542981 7.652% 20 206 30/360 1,000,000 47.03 35.09
4543179 7.652% 2.750% 7/1/99 34 145 30/360 372,000 40.04 29.7
4543187 7.152% 2.250% 10/1/99 31 269 30/360 775,000 43.56 33.88
4543336 7.402% 2.500% 9/1/99 32 208 30/360 680,000 62.28 46.47
4543393 7.652% 2.750% 7/1/99 34 266 30/360 580,000 65.57 48.97
4543419 9.152% 32 148 30/360 250,000 58.71 43.85
4543427 7.277% 2.250% 6/1/99 35 205 30/360 1,500,000 37.32 28.62
4543468 7.402% 2.500% 7/1/99 34 86 30/360 522,000 38.04 30.1
4543666 9.277% 33 267 30/360 1,490,000 46.76 34.92
4543708 9.152% 30 90 30/360 520,000 23.93 17.86
4543732 8.777% 32 148 30/360 645,000 65.23 47.54
4543740 8.777% 28 212 30/360 420,000 41.32 33.81
4543781 7.777% 2.750% 11/1/99 24 156 30/360 1,250,000 63.09 47.72
4543906 9.152% 23 157 30/360 600,000 60.83 60.83
4543914 9.027% 33 268 30/360 450,000 62.41 49.39
4543922 8.777% 25 155 30/360 640,000 64.93 52.5
4543955 8.277% 29 67 30/360 1,110,000 37.61 30.41
4543997 8.777% 30 150 30/360 2,600,000 50.83 40.38
4544003 8.777% 30 123 30/360 420,000 48.45 37.54
4544045 7.402% 2.500% 8/1/99 33 147 30/360 240,000 61.58 49.27
4544052 8.027% 33 207 30/360 345,000 65.23 75.02
4544201 8.277% 32 269 30/360 1,420,000 54.35 40.05
4544219 6.902% 2.000% 9/1/99 32 148 30/360 675,000 53.04 39.67
4544235 7.402% 2.500% 9/1/99 32 204 30/360 302,000 59.17 43.12
4544276 9.027% 29 151 30/360 275,000 58.32 46.52
4544318 7.402% 2.500% 9/1/99 32 137 30/360 439,200 29.35 22.52
4544441 8.277% 29 211 30/360 400,000 66.51 51
4544466 7.402% 2.500% 8/1/99 27 93 30/360 690,000 48.73 36.86
4544482 6.902% 2.000% 7/1/99 28 206 30/360 861,000 61.83 49.32
4544565 7.152% 2.250% 10/1/99 31 269 30/360 1,080,000 41.04 30.62
4544672 9.402% 31 209 30/360 1,090,000 30.56 22.82
4544714 9.527% 31 149 30/360 342,000 57.42 41.85
4544961 9.277% 30 210 30/360 1,230,000 42.95 31.65
4545018 7.527% 2.500% 11/1/99 30 90 30/360 525,000 51.12 38.14
4545067 8.277% 13 287 30/360 485,000 48.83 48.83
4545075 7.652% 21 99 30/360 1,500,000 65.72 65.72
4545224 8.402% 29 271 30/360 2,665,000 43.66 33.82
4545281 6.902% 2.000% 7/1/99 28 212 30/360 945,000 70.1 52.3
4545497 8.027% 28 92 30/360 725,000 57.53 43.03
4545562 7.152% 2.250% 7/1/99 28 272 30/360 1,180,000 32.8 24.5
4545612 8.527% 29 271 30/360 790,000 67.17 53.79
4545646 8.277% 21 219 30/360 530,000 72.3 54.08
4545653 9.277% 26 214 30/360 330,000 63.98 63.98
4545679 8.902% 28 212 30/360 800,000 70.71 52.76
4545687 9.027% 27 153 30/360 570,000 38.85 38.85
4545737 6.902% 2.000% 7/15/99 27 273 30/360 2,070,000 68.38 51.84
4545752 9.152% 23 217 30/360 370,000 72.97 72.97
4545877 8.087% 27 93 30/360 3,200,000 30.23 22.28
4545935 9.152% 27 141 30/360 624,200 27.33 27.33
4545976 7.152% 2.250% 8/1/99 27 273 30/360 770,000 63 47.01
4546115 7.027% 2.000% 6/1/99 23 217 30/360 2,840,000 21.9 21.9
4546164 7.152% 2.250% 7/1/99 28 223 30/360 570,000 46.3 35.47
4546214 9.152% 25 215 30/360 900,000 58.71 58.71
4546248 6.902% 2.000% 9/1/99 26 214 30/360 1,920,000 49.44 49.44
4546388 9.277% 27 218 30/360 227,900 67.39 49.66
4546396 8.902% 26 334 30/360 860,000 73.86 73.86
4546420 8.777% 25 215 30/360 985,000 58.42 58.42
4546438 8.777% 28 148 30/360 550,000 41.19 31.56
4546560 6.902% 2.000% 8/1/99 27 273 30/360 375,000 61.93 61.93
4546693 8.777% 26 214 30/360 1,050,000 54.7 54.7
4546727 7.447% 16 284 30/360 2,000,000 73.6 73.6
4546842 8.027% 3.000% 6/1/99 23 157 30/360 210,000 48.86 48.86
4547006 7.402% 13 165 30/360 1,500,000 72.71 72.71
4547014 8.777% 26 154 30/360 686,000 60.09 60.09
4547139 9.402% 25 155 30/360 1,700,000 46.56 46.56
4547162 8.652% 25 131 30/360 290,000 59.91 59.91
4547246 8.777% 25 275 30/360 800,000 72.71 72.71
4547261 8.777% 25 155 30/360 900,000 72.15 72.15
4547360 9.027% 24 216 30/360 942,000 57.77 57.77
4547394 7.902% 15 187 30/360 680,000 65.72 65.72
4547402 7.027% 2.000% 6/1/99 23 277 30/360 520,000 44.56 44.56
4547410 8.527% 19 221 30/360 400,000 72.65 72.65
4547436 8.727% 24 276 30/360 2,200,000 66.58 66.58
4547469 9.447% 24 96 30/360 250,000 49.7 49.7
4547501 7.402% 2.500% 6/15/99 22 158 30/360 1,950,000 44.28 44.28
4547568 7.652% 2.750% 10/1/99 25 152 30/360 425,600 38.9 38.9
4547634 8.152% 14 286 30/360 1,700,000 42.93 42.93
4547683 8.402% 9 291 30/360 580,000 39.65 39.65
4547709 6.902% 2.000% 7/1/99 22 208 30/360 823,000 49.49 49.49
4547733 7.277% 2.250% 6/1/99 23 217 30/360 2,300,000 47.74 47.74
4547865 9.277% 22 158 30/360 500,800 61.11 61.11
4547881 6.902% 2.000% 7/1/99 22 278 30/360 1,525,000 54.3 54.3
4547899 8.277% 22 278 30/360 1,700,000 54.31 54.31
4547907 8.902% 22 218 30/360 1,000,000 72.36 72.36
4547931 8.402% 10 230 30/360 725,000 67.85 67.85
4547998 8.402% 15 285 30/360 1,800,000 56.58 56.58
4548012 8.027% 3.000% 6/1/99 23 217 30/360 1,200,000 24.03 24.03
4548111 8.152% 3.250% 6/15/99 22 98 30/360 641,000 16.76 16.76
4548129 8.402% 21 279 30/360 1,000,000 49.61 49.61
4548236 8.652% 16 102 30/360 3,300,000 38.54 38.54
4548251 8.402% 22 278 30/360 1,290,000 56.83 56.83
4548509 8.027% 15 248 30/360 600,000 68.32 68.32
4548525 7.152% 2.250% 8/1/99 21 159 30/360 380,000 57.81 57.81
4548566 8.527% 21 159 30/360 117,500 62.33 62.33
4548608 7.402% 2.500% 9/1/99 20 280 30/360 950,000 58.69 58.69
4548715 8.777% 21 279 30/360 1,250,000 70.39 70.39
4548939 8.652% 20 220 30/360 450,000 60.19 60.19
4548947 8.402% 15 225 30/360 1,000,000 51 51
4548970 8.152% 16 164 30/360 450,000 68.82 68.82
7100324 9.277% 257 97 30/360 115,000 45.53 29.92
7100373 12.277% 240 144 30/360 115,000 54.74 38.81
7100381 10.777% 239 121 30/360 155,000 51.97 36.85
7101173 13.527% 214 145 30/360 275,000 60.76 66.84
7101397 9.277% 279 82 30/360 275,000 38.04 20.92
7101439 9.277% 263 95 30/360 130,000 42.1 25.15
7101967 10.277% 262 37 30/360 275,000 21.26 12.64
7102940 7.277% 2.250% 6/1/99 23 217 30/360 1,950,000 57.47 57.47
7103765 8.777% 145 108 30/360 745,000 45.27 39.68
7104607 7.777% 2.750% 11/1/99 60 180 30/360 1,465,000 60.67 44.37
7105513 11.277% 93 32 ACTUAL/365 NL 435,000 20.21 15.35
8310633 9.277% 2.750% 16.500% 9.500% 10/1/99 109 35 30/360 500,000 10.01 6.59
8311110 11.027% 98 202 30/360 210,000 64.51 32.25
8311136 10.777% 106 254 30/360 600,000 50.73 41.36
8311524 11.277% 105 51 30/360 345,000 25.96 19.07
8311664 11.277% 104 76 30/360 275,000 47.14 43.21
8311722 8.027% 79 41 30/360 500,000 18.33 12.89
8311896 8.027% 3.000% 14.375% 7.375% 6/1/99 95 139 30/360 217,000 46.58 28.88
8311946 10.152% 102 79 30/360 740,000 36.19 26.91
8312274 10.527% 97 262 30/360 400,000 70.61 50.82
8312308 7.152% 2.250% 14.000% 7.000% 9/1/99 98 202 30/360 410,000 61.33 44.11
8312498 9.527% 88 152 30/360 225,000 55.08 22.53
8312522 7.152% 2.250% 13.875% 6.875% 10/1/99 97 143 30/360 580,000 39.54 28.43
8312597 9.277% 86 142 30/360 665,000 53.71 41.02
8312605 8.087% 98 22 30/360 800,000 19.41 15.52
8312639 9.902% 94 192 30/360 1,200,000 53.66 37.72
8312647 7.152% 2.250% 9/1/99 92 268 30/360 950,000 60.22 34.05
8312670 7.527% 2.500% 6/1/99 96 67 30/360 1,800,000 10.78 6.93
8312761 10.777% 93 28 30/360 390,000 17.03 13.28
8312977 7.777% 2.750% 6/1/99 95 265 30/360 425,000 42.25 32.16
8313173 7.402% 2.500% 9/1/99 92 208 30/360 520,000 54.58 38.78
8313215 7.277% 2.250% 6/1/99 89 91 30/360 1,780,000 17.21 3.52
8313413 8.277% 91 269 30/360 425,000 57.83 41.62
8313504 9.902% 91 209 30/360 990,000 56.34 43.37
8313579 7.402% 2.500% 8/1/99 93 207 30/360 1,025,000 62.7 44.24
8313686 7.152% 2.250% 9/1/99 92 88 30/360 1,220,000 24.67 17.34
8313751 9.402% 90 150 30/360 700,000 52.63 37.4
8313843 10.152% 90 150 30/360 310,000 46.87 18.75
8313884 7.902% 3.000% 10/1/99 91 269 30/360 275,000 58.59 50.36
8313918 9.152% 89 211 30/360 470,000 61.17 59.28
8314015 7.152% 2.250% 7/1/99 88 200 30/360 395,000 31.27 25.21
8314130 7.902% 3.000% 10/1/99 91 89 30/360 300,000 28.24 20.07
8314163 8.527% 73 227 30/360 800,000 55.38 41.26
8314254 7.277% 2.250% 6/1/99 89 271 30/360 310,000 71.57 27.14
8314320 7.152% 2.250% 10/1/99 79 221 30/360 590,000 48.92 56.86
8314452 9.902% 85 213 30/360 375,000 53.06 38.66
8314585 7.402% 2.500% 9/1/99 80 160 30/360 1,850,000 26.23 19.25
8314593 7.277% 2.000% 7.500% 7/1/99 82 218 30/360 800,000 63.84 49.84
8314601 7.527% 2.500% 6/1/99 83 97 30/360 1,900,000 16.01 11.62
8314635 7.027% 2.000% 6/1/99 83 217 30/360 1,000,000 56.56 41.07
8314767 8.777% 65 235 30/360 850,000 52.64 40.2
8314890 7.652% 2.750% 9/1/99 80 220 30/360 825,000 35.36 29.32
8314916 7.777% 79 161 30/360 850,000 58.67 43.29
8315087 7.777% 2.750% 6/1/99 83 157 30/360 1,095,000 50.69 36.8
8315202 8.277% 3.375% 12.500% 5.500% 7/1/99 82 194 30/360 320,000 33.54 25.24
8315236 9.652% 78 222 30/360 1,000,000 66.43 48.76
8315483 7.652% 2.750% 9/1/99 80 100 30/360 325,000 30.37 22.57
8315533 8.902% 4.000% 9/1/99 62 227 30/360 530,000 29.06 21.78
8315665 9.027% 70 230 30/360 800,000 63.32 60.3
8315707 7.402% 2.500% 9/1/99 74 106 30/360 900,000 49.12 36.32
8315723 7.402% 2.500% 9/1/99 74 226 30/360 1,440,000 57.88 43.33
8315814 8.777% 76 224 30/360 367,000 66.03 52.23
8315962 8.517% 69 169 ACTUAL/360 LY 920,000 47.65 35.21
8315970 7.777% 2.750% 6/1/99 71 229 30/360 560,000 67.96 50.55
8315988 7.402% 2.500% 9/1/99 74 94 30/360 725,000 44.17 33.07
8315996 7.652% 2.750% 11.125% 4.125% 9/1/99 74 106 30/360 375,000 46.43 21.9
8316051 8.902% 73 227 30/360 360,000 62.28 50.55
8316101 7.777% 2.750% 6/1/99 71 229 30/360 620,000 62.42 45.65
8316135 8.027% 67 232 30/360 460,000 64.11 52.03
8316275 7.777% 2.750% 11/1/99 78 92 30/360 450,000 29.4 21.09
8316366 8.152% 3.200% 11/1/99 78 102 30/360 385,000 35.35 25.64
8316382 8.902% 4.000% 10/1/99 73 165 30/360 165,000 41.06 33.28
8316424 8.527% 141 42 30/360 270,000 23.09 16.92
8316564 7.527% 74 166 30/360 375,000 52.01 38.03
8316671 7.652% 2.750% 10/1/99 73 107 30/360 285,000 51.19 39.97
8316689 7.402% 2.500% 10/1/99 73 23 30/360 1,135,000 11.05 8.08
8316713 7.902% 3.000% 7/1/99 116 104 30/360 1,474,000 11.54 6.8
8316721 7.652% 2.750% 7/1/99 70 170 30/360 550,000 46.44 33.96
8316747 9.152% 113 44 30/360 460,000 26.08 18.46
8316788 7.652% 2.750% 7/1/99 76 224 30/360 1,720,000 15.53 11.28
8316804 8.527% 73 107 30/360 600,000 40.12 30.04
8316887 8.277% 30 210 30/360 445,000 60.49 45.17
8317000 9.187% 35 222 OTHER 1,675,000 70.72 55
8317042 8.027% 3.000% 6/1/99 71 199 30/360 400,000 48.14 36.18
8317125 8.527% 3.500% 11/1/99 72 48 30/360 465,000 33.68 24.91
8317190 8.027% 3.000% 11/1/99 72 228 30/360 400,000 58.93 48.41
8317208 8.902% 4.000% 10/1/99 73 47 30/360 528,000 17.86 13.21
8317315 7.652% 2.750% 7/1/99 70 170 30/360 280,000 44.7 36.28
8317323 7.652% 2.750% 8/1/99 69 231 30/360 1,600,000 51.19 37.23
8317398 8.152% 3.250% 8/1/99 69 231 30/360 485,000 61.36 45.38
8317430 8.902% 66 174 30/360 445,000 49.12 36.77
8317455 7.777% 2.750% 11/1/99 66 174 30/360 700,000 52.82 39.65
8317471 9.027% 105 193 30/360 647,500 59.19 43
8317489 7.652% 2.750% 7/1/99 64 176 30/360 460,000 61.61 48.74
8317505 8.027% 3.000% 6/1/99 59 121 30/360 700,000 53.82 41.38
8317596 8.777% 70 230 30/360 610,000 45.16 33.03
8317711 8.652% 70 170 30/360 725,000 41.37 30.25
8317794 8.402% 3.500% 12.000% 5.000% 9/1/99 68 164 30/360 1,000,000 39.01 30.01
8317927 8.527% 67 173 30/360 340,000 57.38 42.11
8317968 7.652% 2.750% 10/1/99 67 233 30/360 600,000 60.88 44.68
8318024 8.652% 107 50 30/360 510,000 33.36 24.83
8318123 8.402% 70 212 30/360 520,000 57.17 41.81
8318164 8.402% 3.500% 8/1/99 69 171 30/360 270,000 64.65 58.19
8318222 8.777% 64 176 30/360 1,450,000 62.5 50.64
8318388 8.027% 66 169 30/360 550,000 55.62 42.18
8318404 7.777% 133 48 30/360 502,000 24.23 18.28
9117524 9.777% 247 100 30/360 795,000 45.04 29.06
====================================================================================================================================
8.310% 2.404% 14.103% 2.749% 50 209
====================================================================================================================================
- ---------------------
(i) Balances due at maturity are based on an amortized balance. Loans
exhibiting an amortized balance at maturity of greater than two times the
Monthly Payment are considered to be Balloon Loans.
(ii) The Monthly Payment and Mortgage Rate of Adjustable Rate Mortgage Loans is
based on 4/30/99 data.
(iii) The minimum rate of the Adjustable Rate Mortgage Loans is assumed to be
equal to the gross margin if no minimum interest rate is stated.
(iv) For Mortgage Loans which accrue interest on the basis of actual days
elapsed each calendar month and a 360-day year or a 365- day year, the
amortization term is the term over which the Mortgage Loans would amortize
if interest accrues and was paid on the basis of a 360-day year consisting
of twelve 30-day months. The actual amortization term would be longer.
(v) Estimated Current LTV Ratios are based on an extrapolation from a sample
of broker price opinions.
</TABLE>
<PAGE>
SCHEDULE II
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATION (XVII)
LOANS WITH DELINQUENT TAXES
LOAN NO BORROWER NAME
- ------- -------------
1619741 DAVID W PARKER
1622372 PIAZZA CONSTRUCTION INC
1787225 DAVID G POLLART
1794445 KAREN WALLING
1795236 TACOMA INVESTMENTS
1796317 LAWRENCE K STRYKER
1864909 ANNA LEE ROWE
1865906 KERRY L HENDERSON
1866870 ROBERT W BABCOCK JR
2004034 DOUGLAS R BOND TRUSTEE
2005429 WOO C SHIN
2006203 EAST BAY ASIAN LOCAL DEVELOPMENT CORP
2010809 PETER DAU
2014611 JAY N HASKIN
2015071 WILLIAM D GWIN
2016152 BABARBHAI D PATEL
2029403 FOSTER ABRAM
2030013 MONTCLAIR ENTERPRISES
2033587 GORDON CURTIS TRUST
2035715 GALEN E ROGERS
2035723 MIGUEL KAUPERT
2036267 CHARLES A BLACK
2037471 JAMES R KRISS TRUSTEE
2042430 ADOLF H BAUER
2056810 INLAND FIDELITY COMPANY
2062966 MARVIN H. LEAF TRUSTEE
2063139 HENRYK LEMAN
2063584 CHARLOTTE M FIOLA
2064319 ALEXANDER & O'CONNOR
2064673 SEPULVEDA VICTOR ASSOCIATES
2064772 DANIEL HAINES
2067627 C S NOWNEJAD
2070860 T G GASTON PROPERTIES
2072627 RALPH HOROWITZ
2073617 NAGATA BROTHERS
2074490 MULBERRY MALL
2077147 DONALD C ABSHIRE
2077162 BEN SOTERO
3000791 VALLEY FAMILY CENTER A CALIF CORP
3001534 T J GASTON PROPERTIES
3008992 MARTIN & LILLIAN LIBUSER
3009644 KENNETH ALAN BOSTON
3009750 RICHARD & LESLIE CASNER
3009826 T G SHEPPARD
3024700 LARRY O HUTCHINSON TRUSTEE
3028214 BENJAMIN STERN
3029238 VALLEY DENTAL ASSOCIATES
3032836 WARNKE MCDONALD LLC
3033933 POMONA BOULEVARD PARTNERS
3034014 JOHN A ROESCH TRUSTEE
3034337 TRONG T NGUYEN
3034519 JAMES L SCOTT
3034576 CAMBRIA LANDING LLC
3035599 JOHN E MOODY
3039062 SHUN FUNG LIAO
3039211 DOMENICO G PIEDEMONTE TRUSTEE
3041324 WESTROAD INVESTMENT LLC
3041415 WESTERN HOMES I LIMITED PARTNERSHIP
3043460 THE SILVA FAMILY PARTNERSHIP
3043767 PATRICK R AUDETT
3044724 MARK & JANET ABELSON
3045028 GILBERT MORET
3047073 TIM G BEHUNIN
3047834 WILLIAM E KUHLMAN
3047941 THERAPEUTIC PARTNERS INC
3048170 JERZY S POPRAWSKI
3048840 HPIP LLC
3048998 MURRAY ROSS TRUSTEES
3050242 NASSER & SASAN SHAMSIAN
3050515 STEPHEN DATU
3050630 BRAVO MEAT COMPANY INC
3053246 SEABOLD CONSTRUCTION CO INC
3053675 DAVID J BROWN TRUSTEE
3056306 JAMES D ROTH TRUSTEES
3057072 JACK LOPEZ
3058385 HAU NGOC VU CO TRUSTEE
3058443 ROBERT G EVJE TRUSTEE
3058559 BILLICAROLE SIMMONS
3058633 VERA A FILIPIAN
3060910 NORMAN M ESTIN TRUSTEE
3061090 DEMETRIOS MASTALOUDIS TRUSTEES
3061365 LARRY J OXMAN
3061496 PEARTREE LAND MANAGEMENT LLC
3061561 BELVEDERE PROPERTIES A GERNERAL
3062064 JOHN P MOSHAY AND HIS
3064235 MY FRIEND'S PLACE-HOLLYWOOD
3064656 MICHAEL A REDDEN
3065208 JOHN N BRILES
3101268 BERNARD I GALITZKI
3101359 PEARL GOLD GALITZKI TRUST
3102191 WARNKE-LOMBARD LLC
3102597 JOHN P BOSSHARDT
3102969 JOYCE ANNE FORD ANDERSON TRUSTEE
3103017 DANIEL J O NEILL
3103058 CURTIS J KORDOSKY
3103280 CABLE VILLAGE LLC
4538005 PETER J STONE
4538914 JAMES K DEUEL
4540308 VAN MARTER PROPERTIES
4541389 SATELLITE CABLE SERVICES INCORPORATED
4541512 BRUCE D ALLING
4543781 WALTON & MCEVOY LAND L L C
4544052 MARTIN W STAIR
4545737 WESTFAIR ASSOCIATES
4547246 HAND HOLDINGS
4547634 KRAFT FAMILY TRUST
4547931 THE RENZ GROUP A WASHINGTON GENERAL
4548509 MINH VAN PHAM
4548525 JAMES A GILMORE
7100324 JAMES R BELLAMY
8312639 ROBERT L COCHRAN
8318164 JOHN P PARK
<PAGE>
SCHEDULE III
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATION (XXXIX)(A)
CONCERNING RECORDING AND ENCUMBRANCE
1794445 WALLING, KAREN: A memorandum has been
recorded, but the Ground
Lease contains no specific
provision pertaining to
encumbrances by the lessee.
3021417 LEID, DAVID M. AND ROXANNE: The Ground Lease requires the
lessor's consent to encumber
the Ground Lease.
3054392 ARGONNE FAMILY RESTAURANT: There is no evidence that the
Ground Lease or a memorandum
thereof has been recorded.
4544466 BELT, RICHARD P.: There is no evidence that the
Ground Lease or a memorandum
thereof has been recorded nor
that the Ground Lease permits
the lessee's interest to be
encumbered.
<PAGE>
SCHEDULE IV
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATION (XXXIX)(B)
CONCERNING ASSIGNABILITY
The lessor's consent to an assignment is required, but such consent may
not be unreasonably withheld:
2046779 ROBINSON, ALFRED E. & NAN
1791821 STORAGE, CITY ICE COLD: The lessor's consent is required
for successor tenant who
purchases from the Mortgage Loan
Seller, but such consent may not
be unreasonably withheld.
3057270 SILVER CLOUD MOTEL, TOTEM (THIS IS A SPECIAL PURPOSE LOAN
(HOTEL/MOTEL) THAT IS IN FACT A LEASEHOLD LOAN):
The lessor's consent is not
needed if: (1) no default
exists, (2) the assignee assumes
the entire lease, and (3) the
assignee is able to perform the
covenants under the lease. The
lessor's consent is also not
required for a mortgagee to take
possession and transfer to a
permitted lease hold mortgagee
(bank, insurance company,
pension trust, ...).
<PAGE>
SCHEDULE V
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATION (XXXIX)(F)
CONCERNING NOTICES OF DEFAULT
The Ground Lease does not contain these provisions:
2046779 ROBINSON, ALFRED E & NAN
3021417 LEID, DAVID M. AND ROXANNE
<PAGE>
SCHEDULE VI
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATION (XLIV)
MORTGAGED PROPERTIES NOT INSPECTED WITHIN 24 MONTHS
PRIOR TO THE CUTOFF DATE
3019833 HOMENETMEN (ARMENIAN GNRL ATH
UNION), A CA CORP.
3016045 CHARLES A MAIER FAMILY REVOCABLE
LIVING TRUST
3022779 WENTZEL, ROLAND
3022639 THE BLUE WHALE GROUP
3021995 LIMITED PARTNERSHIP, KCMKC PROPERTIES
3018744 BLEY TRUSTEE, ANTON & IRMA A
3019015 BENASSI, SANDRO AND SALLY
3016318 SAAL, JARL E.
3016375 KENT H WATTS
<PAGE>
SCHEDULE VII
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATION (XLVII)
MORTGAGE LOANS NOT REQUIRING
ANNUAL OPERATING STATEMENTS
2037125 GRAND LANDING PARTNERS
2050326 LINCOLN CONTRACTORS
2012516 MUNZER FAMILY TRUST
<PAGE>
SCHEDULE VIII
SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
[NONE]
May 27, 1999
To the Persons Named on
Schedule 1 Hereto:
Re: NationsLink Funding Corporation,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-SL
-------------------------------------------------------------
Ladies and Gentlemen:
We are rendering this opinion letter pursuant to Section 6(b) of that
certain Underwriting Agreement, dated as of May 20, 1999 (the "UNDERWRITING
AGREEMENT"), by and between NationsLink Funding Corporation ("NATIONSLINK") and
Banc of America Securities LLC ("BANC OF AMERICA"), as underwriter (in such
capacity, the "UNDERWRITER"), and Section 3(e) of that certain Private Placement
Agency Agreement, dated as of May 20, 1999 (the "PLACEMENT AGREEMENT"), by and
between NationsLink and Banc of America, as placement agent (in such capacity,
the "PLACEMENT AGENT"). We have acted as special counsel to NationsLink, the
Underwriter and the Placement Agent in connection with (i) the issuance of
NationsLink's Commercial Mortgage Pass-Through Certificates, Series 1999-SL (the
"CERTIFICATES"), consisting of sixteen classes: the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, the Class A-6 Certificates, the Class A-1V
Certificates, the Class B Certificates, the Class C Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates, the Class X Certificates, the Class P Certificates and the R
Certificates; (ii) the sale by NationsLink and the purchase by the Underwriter
pursuant to the Underwriting Agreement of the Class A-1, the Class A-2, the
Class A-3, Class A-4, Class A-5, Class A-6, Class A-1V, the Class B, the Class C
the Class D Certificates (collectively, the "PUBLICLY OFFERED CERTIFICATES");
and (iii) the sale by NationsLink through the Placement Agent pursuant to the
Placement Agreement of the Class E, the Class F, the Class G and the Class X
Certificates (collectively, the "PRIVATELY PLACED CERTIFICATES").
The Certificates are being issued pursuant to that certain Pooling and
Servicing Agreement, dated as of May 1, 1999 (the "POOLING AND SERVICING
AGREEMENT"), by and among NationsLink, as depositor, Bank of America NT&SA
("BANK OF AMERICA"), as mortgage loan seller and as primary servicer, Banc One
Mortgage Capital Markets, LLC, as master servicer and as special servicer,
LaSalle Bank National Association, as trustee (in such capacity, the
<PAGE>
"TRUSTEE") and as REMIC administrator (in such capacity, the "REMIC
"ADMINISTRATOR"), and ABN AMRO Bank N.V., as fiscal agent (the "FISCAL AGENT").
Capitalized terms used and not otherwise defined herein have the meanings given
to them in the Pooling and Servicing Agreement. The Certificates will evidence
beneficial ownership interests in a trust fund (the "TRUST FUND") the assets of
which will consist of a pool of mortgage loans identified on Schedule I to the
Pooling and Servicing Agreement, together with certain related assets.
In rendering the opinion set forth below, we have examined and relied
upon originals, copies or specimens, certified or otherwise identified to our
satisfaction, of the Pooling and Servicing Agreement, the Prospectus Supplement
and Prospectus, each dated May 20, 1999 and relating to the Publicly Offered
Certificates, the Private Placement Memorandum dated May 20, 1999 relating to
the Privately Placed Certificates, specimen forms of the Publicly Offered
Certificates and the Privately Placed Certificates, and such certificates,
corporate records and other documents, agreements, opinions and instruments,
including, among other things, those delivered at the closing of the purchase
and sale of the Publicly Offered Certificates and the Privately Placed
Certificates, as we have deemed necessary as a basis for such opinion
hereinafter expressed. In connection with 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 conformity of the text of each
document filed with the Securities and Exchange Commission through the EDGAR
system to the printed document reviewed by us, 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 opinion
that were not known to us, we have relied upon statements, certificates and
representations of officers and other representatives of Bank of America,
NationsLink, the Trustee, the REMIC Administrator, the Fiscal Agent and Banc of
America and their officers and other representatives, and of public officials.
In rendering the opinion below, we do not express any opinion
concerning the laws of any jurisdiction other than the substantive federal laws
of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that,
assuming compliance with all relevant provisions of the Pooling and Servicing
Agreement as in effect on the Closing Date, (a) each of the Trust REMICs will
each qualify for treatment for federal income tax purposes as a "real estate
mortgage investment conduit", as defined in Section 860D of the Code, and the
remaining portion of the Trust Fund will qualify as a grantor trust (the
"Grantor Trust") under Subpart E, Part I of subchapter J of the Code; (b) the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-1V,
Class B, Class C, Class D, Class E, Class F and Class G Certificates will
represent interests in "regular interests" in REMIC IV within the meaning of
Section 860G(a)(1) of the Code and interests in the right to receive the
interest payments specified in the Pooling and Servicing Agreement from the
Grantor Trust, and the Class X Certificates will represent interests in "regular
interests" in such REMIC, subject to the obligations of the Grantor Trust to
make such interest payments; (c) the Class L1T1 Uncertificated Interest, the
Class L1T2 Uncertificated Interest and the Class L1T3 Uncertificated Interest
will constitute "regular interests" in REMIC I within the meaning of Section
860G(a)(1) of the Code, and the Class R-I Residual Interest will constitute the
sole class of "residual interest" in REMIC I within the meaning of Section
860G(a)(2) of the Code; (d) the Class L2T1 Uncertificated Interest, the Class
L2T1N Uncertificated Interest, the Class L2T2 Uncertificated Interest, the Class
L2T2N Uncertificated Interest, the Class L2T3 Uncertificated Interest and the
Class L2T3N Uncertificated Interest will constitute "regular interests" in REMIC
II within the meaning of Section 860G(a)(1) of the Code, and the Class R-II
Residual Interest will constitute the sole class of "residual
-2-
<PAGE>
interest" in REMIC II within the meaning of Section 860G(a)(1) of the Code; (e)
the Class MA1 Uncertificated Interest, the Class MA2 Uncertificated Interest,
the Class MA3 Uncertificated Interest, the Class MA4 Uncertificated Interest,
the Class MA5 Uncertificated Interest, the Class MA6 Uncertificated Interest,
the Class MA1V Uncertificated Interest, the Class MB Uncertificated Interest,
the Class MC Uncertificated Interest, the Class MD Uncertificated Interest, the
Class ME Uncertificated Interest, the Class MF Uncertificated Interest, the
Class MG Uncertificated Interest and the Class MX Uncertificated Interest will
constitute "regular interests" in REMIC III within the meaning of Section
860G(a)(1) of the Code, and the Class R-III Residual Interest will constitute
the sole class of "residual interest" in REMIC III within the meaning of Section
860G(a)(2) of the Code; (f) the Class UA1 Uncertificated Interest, the Class UA2
Uncertificated Interest, the Class UA3 Uncertificated Interest, the Class UA4
Uncertificated Interest, the Class UA5 Uncertificated Interest, the Class UA6
Uncertificated Interest, the Class UA1V Uncertificated Interest, the Class UB
Uncertificated Interest, the Class UC Uncertificated Interest, the Class UD
Uncertificated Interest, the Class UE Uncertificated Interest, the Class UF
Uncertificated Interest, the Class UG Uncertificated Interest, the Class UX1
Uncertificated Interest and the Class UX2 Uncertificated Interest will
constitute "regular interests" in REMIC IV within the meaning of Section
860G(a)(1) of the Code, and the Class R-IV Residual Interest will constitute the
sole class of "residual interest" in REMIC IV within the meaning of Section
860G(a)(2) of the Code; (g) the Class P Certificates will constitute a
beneficial ownership interest in the portion of the Grantor Trust consisting of
Prepayment Premiums; and (h) the Class R Certificates will evidence beneficial
ownership of the Class R-I, Class R-II, Class R-III and Class R-IV Residual
Interests.
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 & TAFT
-3-
<PAGE>
SCHEDULE 1
Banc of America Securities LLC
100 North Tryon Street
Charlotte, North Carolina 28255
NationsLink Funding Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
Bank of America NT&SA
555 California Street
San Francisco, California 94104
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Fitch IBCA, Inc.
One State Street Plaza
New York, New York 10004
Banc One Mortgage Capital Markets, LLC
in its capacity as Master Servicer and as Special Servicer
1717 Main Street, 12th Floor
Dallas, Texas 75201
LaSalle Bank National Association
in its capacity as Trustee and REMIC Administrator
135 South LaSalle Street
Chicago, Illinois 60603
ABN AMRO Bank N.V.
in its capacity as Fiscal Agent
135 South LaSalle Street
Chicago, Illinois 60603
