<PAGE>
Pursuant to Rule 424(b)(5)
File No. 333-59167
PROSPECTUS SUPPLEMENT
(to Prospectus dated June 3, 1999)
$1,383,758,000 (APPROXIMATE)
DLJ COMMERCIAL MORTGAGE CORP., THE DEPOSITOR
DLJ COMMERCIAL MORTGAGE TRUST 1999-CG2, THE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1999-CG2
The Depositor will establish the Trust. The Trust will issue the eight
(8) classes of "Offered Certificates" described in the table below, together
with twelve (12) additional classes of "Private Certificates".
The Offered Certificates are the only securities offered pursuant to
this prospectus supplement. This prospectus supplement may be used to offer and
sell the Offered Certificates only if accompanied by the Depositor's prospectus
dated June 3, 1999. The Depositor will not list the Offered Certificates on any
national securities exchange or any automated quotation system of any registered
securities association such as NASDAQ.
The Private Certificates are not offered by this prospectus supplement.
The Class A-2, Class A-3, Class A-4, Class B-1 and Class B-2
Certificates will, in the case of each such class, be subordinate to, and
provide credit enhancement for, each other class of Offered Certificates listed
above it in the table below.
The assets of the Trust will include a pool of 343 fixed rate, monthly
pay mortgage loans secured by first mortgage liens on fee and/or leasehold
interests in various commercial and multifamily rental properties. The mortgage
pool will have an "Initial Pool Balance" of approximately $1,550,429,606. The
mortgage loans and related mortgaged properties are more fully described in this
prospectus supplement.
No governmental agency or instrumentality has insured or guaranteed the
Offered Certificates or the underlying mortgage loans. The Offered Certificates
will represent interests in the Trust only and will not represent an interest in
or obligations of any other party.
<TABLE>
<CAPTION>
--------------------------
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL MONTH OF
BALANCE OR CERTIFICATE INITIAL PASS- PASS-THROUGH RATINGS ASSUMED FINAL
OFFERED CERTIFICATES NOTIONAL AMOUNT(1) THROUGH RATE(3) RATE DESCRIPTION(4) (MOODY'S/FITCH)(7) DISTRIBUTION DATE(8)
- -------------------- ---------------------- --------------- ------------------- ------------------ --------------------
<S> <C> <C> <C> <C> <C>
Class S.................. $ 1,550,429,606 (2) 0.4577% Variable Aaa/AAA June 2024
Class A-1A............... $ 241,610,000 6.8800% Fixed Aaa/AAA July 2008
Class A-1B............... $ 890,203,000 7.3000% WAC Cap (5) Aaa/AAA June 2009
Class A-2................ $ 69,769,000 7.4500% WAC Cap (5) Aa2/AA June 2009
Class A-3................ $ 81,398,000 7.6067% WAC Cap (5) A2/A June 2009
Class A-4................ $ 19,380,000 7.6067% WAC (6) A3/A- June 2009
Class B-1................ $ 58,141,000 7.6067% WAC (6) Baa2/BBB June 2009
Class B-2................ $ 23,257,000 7.6067% WAC (6) Baa3/BBB- June 2009
(footnotes to table on next page)
</TABLE>
--------------------------
YOU SHOULD FULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-37 IN
THIS PROSPECTUS SUPPLEMENT PRIOR TO INVESTING IN THE OFFERED CERTIFICATES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") and
Goldman, Sachs & Co. ("Goldman Sachs"; and, together with DLJSC, the
"Underwriters") will purchase the Offered Certificates from the Depositor,
subject to the satisfaction of certain conditions. Each Underwriter currently
intends to sell its allocation of the Offered Certificates from time to time in
negotiated transactions or otherwise at varying prices to be determined at the
time of sale. Proceeds to the Depositor from the sale of the Offered
Certificates will be an amount equal to approximately 104.87% of the initial
aggregate Certificate Principal Balance of the Offered Certificates, plus
accrued interest, before deducting expenses payable by the Depositor. See
"Method of Distribution" in this Prospectus Supplement.
DONALDSON, LUFKIN & JENRETTE GOLDMAN, SACHS & CO.
The date of this Prospectus Supplement is June 11, 1999.
<PAGE>
FOOTNOTES TO THE TABLE ON THE COVER OF THIS PROSPECTUS SUPPLEMENT:
(1) The actual initial aggregate Certificate Principal Balance or
Certificate Notional Amount of any class of Offered Certificates at the
date of issuance may be larger or smaller than the amount shown,
depending on the actual size of the Initial Pool Balance. The Initial
Pool Balance may be as much as 5% larger or smaller than the amount
presented in this prospectus supplement. The terms "Certificate
Principal Balance" and "Certificate Notional Amount" have the meanings
specified in this prospectus supplement under "Description of the
Offered Certificates--General".
(2) The Class S Certificates will not have Certificate Principal Balances
and will not entitle the holders thereof to any distributions of
principal. The Class S Certificates will accrue interest on an
aggregate Certificate Notional Amount that is equal to the aggregate
Certificate Principal Balance outstanding from time to time of all
those Certificates that have Certificate Principal Balances.
(3) The Pass-Through Rates shown in the table on the cover page for the
Class S, Class A-1B, Class A-2, Class A-3, Class A-4, Class B-1 and
Class B-2 Certificates are the rates applicable for distributions to be
made in July 1999. The Pass-Through Rates for those classes will be
variable or otherwise subject to change as described under "Description
of the Offered Certificates --Distributions--Calculation of
Pass-Through Rates" in this Prospectus Supplement. The Pass-Through
Rate for the Class A-1A Certificates is fixed at the rate per annum
specified in the table for such class.
(4) In addition to distributions of interest and/or principal, the holders
of one or more classes of the Offered Certificates may be entitled to
receive a portion of any prepayment premiums or yield maintenance
charges received from time to time on the underlying mortgage loans.
See "Description of the Offered Certificates--Distributions--
Distributions of Prepayment Premiums and Yield Maintenance Charges" in
this prospectus supplement.
(5) "WAC Cap" refers to a Pass-Through Rate that is, from time to time,
equal to the lesser of (i) the initial Pass-Through Rate for the
subject class of Certificates (or, in the case of the Class A-3
Certificates, 7.6400% per annum) and (ii) a weighted average coupon
derived from certain net interest rates on the underlying mortgage
loans.
(6) "WAC" refers to a Pass-Through Rate that is, from time to time, equal
to a weighted average coupon derived from certain net interest rates on
the underlying mortgage loans.
(7) By Moody's Investors Service, Inc. ("Moody's") and Fitch IBCA, Inc.
("Fitch"; and, together with Moody's, the "Rating Agencies"). See
"Ratings" in this Prospectus Supplement.
(8) "Assumed Final Distribution Date" has the meaning specified in this
prospectus supplement under "Summary of Prospectus Supplement--Relevant
Dates and Periods". The Rated Final Distribution Date, which is also
defined under "Summary of Prospectus Supplement--Relevant Dates and
Periods" in this prospectus supplement, will occur in June 2032.
IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS
Information about the Offered Certificates is contained in two separate
documents, each of which provides summary information in the front part thereof
and more detailed information in the text that follows: (a) the accompanying
prospectus dated June 3, 1999 (the "Prospectus"), which provides general
information, some of which may not apply to the Offered Certificates; and (b)
this prospectus supplement dated June 11, 1999 (this "Prospectus Supplement"),
which describes the specific terms of the Offered Certificates.
YOU SHOULD READ BOTH THE PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT IN
FULL TO OBTAIN MATERIAL INFORMATION CONCERNING THE OFFERED CERTIFICATES. If the
descriptions of the Offered Certificates vary between this Prospectus Supplement
and the Prospectus, you should rely on the information contained in this
Prospectus Supplement. You should only rely on the information contained in this
Prospectus Supplement and the Prospectus. The Depositor has not authorized any
person to give any information or to make any representation that is different
from the information contained in this Prospectus Supplement or the Prospectus.
This Prospectus Supplement and the Prospectus include cross-references
to sections in these materials where you can find further related discussions.
The Table of Contents in this Prospectus Supplement and the Prospectus identify
the pages where these sections are located.
S-2
<PAGE>
This Prospectus Supplement uses certain capitalized terms that are
defined either in a different section of this Prospectus Supplement or in the
Prospectus. Each of this Prospectus Supplement and the Prospectus includes an
"Index of Principal Definitions" that identifies where to locate the definitions
for those capitalized terms that are most significant or are most commonly used.
FORWARD-LOOKING STATEMENTS
This Prospectus Supplement and the Prospectus include words such as
"expects", "intends", "anticipates", "estimates" and similar words and
expressions. Such words and expressions are intended to identify forward-looking
statements. Any forward-looking statements are made subject to risks and
uncertainties which could cause actual results to differ materially from those
stated. Such risks and uncertainties include, among other things, declines in
general economic and business conditions, increased competition, changes in
demographics, changes in political and social conditions, regulatory initiatives
and changes in customer preferences, many of which are beyond the control of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or any related
borrower. The forward-looking statements made in this Prospectus Supplement are
made as of the date stated on the cover of this Prospectus Supplement. The
Depositor has no obligation to update or revise any such forward-looking
statement.
-----------------------------
The Depositor has filed with the Securities and Exchange Commission
(the "SEC") a registration statement (of which this Prospectus Supplement and
the Prospectus form a part) under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Offered Certificates. This Prospectus
Supplement and the Prospectus do not contain all of the information contained in
the registration statement. For further information regarding the documents
referred to in this Prospectus Supplement and the Prospectus, you should refer
to the registration statement and the exhibits thereto. The registration
statement and such exhibits can be inspected and copied at prescribed rates at
the public reference facilities maintained by the SEC at its Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its Regional
Offices located at: Chicago Regional Office, Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661; and New York Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such materials can also be obtained
electronically through the SEC's Internet Web Site (http:\\www.sec.gov).
-----------------------------
The Underwriters are offering the Offered Certificates subject to prior
sale, when, as and if delivered to and accepted by them, and subject to certain
other conditions. DLJSC and Goldman Sachs are acting as co-lead managers and
co-bookrunners. It is expected that the Depositor will deliver the Offered
Certificates in book-entry form only through the facilities of The Depository
Trust Company (in the United States) or Cedel Bank, Societe Anonyme or the
Euroclear System (in Europe), on or about June 22, 1999, against payment
therefor in immediately available funds.
-----------------------------
S-3
<PAGE>
TABLE OF CONTENTS
Page
----
IMPORTANT NOTICE ABOUT THE
INFORMATION CONTAINED IN
THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS.............................................S-2
FORWARD-LOOKING STATEMENTS................................................S-3
EXECUTIVE SUMMARY.........................................................S-6
SUMMARY OF
PROSPECTUS SUPPLEMENT...................................................S-7
RISK FACTORS.............................................................S-37
Risks Related to the Offered Certificates...........................S-37
Risks Related to the Mortgage Loans.................................S-41
DESCRIPTION OF THE MORTGAGE POOL.........................................S-60
General.............................................................S-60
Certain Terms and Conditions
of the Mortgage Loans.............................................S-63
Certain Mortgage Pool Characteristics...............................S-71
Additional Mortgage Loan Information................................S-77
Certain Underwriting Matters........................................S-79
Cash Management and
Certain Escrows and Reserves......................................S-84
Significant Mortgage Loans..........................................S-86
The Mortgage Loan Sellers
and the Originators...............................................S-95
Assignment of the Mortgage Loans....................................S-96
Representations and Warranties......................................S-97
Cures, Repurchases and Substitutions................................S-99
Changes in Mortgage Pool Characteristics...........................S-100
SERVICING OF THE MORTGAGE LOANS.........................................S-101
General............................................................S-101
The Master Servicer and
the Special Servicer.............................................S-104
Servicing and Other Compensation
and Payment of Expenses..........................................S-104
Modifications, Waivers,
Amendments and Consents..........................................S-109
The Controlling Class Representative...............................S-111
Replacement of the Special Servicer................................S-114
Sale of Defaulted Mortgage Loans...................................S-114
Inspections; Collection of
Operating Information............................................S-115
Evidence as to Compliance..........................................S-115
Sale of Master Servicing Rights....................................S-116
DESCRIPTION OF THE
OFFERED CERTIFICATES.................................................S-116
General............................................................S-116
Registration and Denominations.....................................S-119
Delivery, Form and Denomination....................................S-119
Seniority..........................................................S-121
Certain Relevant Characteristics of
the Mortgage Loans..............................................S-123
Distributions......................................................S-124
Allocation of Losses and
Certain Other Shortfalls and Expenses...........................S-133
P&I Advances.......................................................S-134
Appraisal Reductions...............................................S-135
Reports to Certificateholders;
Certain Available Information...................................S-137
Voting Rights......................................................S-139
Termination........................................................S-139
The Trustee........................................................S-140
YIELD AND MATURITY
CONSIDERATIONS.......................................................S-141
Yield Considerations...............................................S-141
Weighted Average Lives of
Certain Classes of Offered Certificates.........................S-144
The Maturity Assumptions...........................................S-145
Yield Sensitivity of the
Class S Certificates............................................S-146
USE OF PROCEEDS.........................................................S-147
FEDERAL INCOME TAX
CONSEQUENCES.........................................................S-147
General............................................................S-147
Discount and Premium;
Prepayment Consideration........................................S-147
Constructive Sales of Class S Certificates.........................S-149
Characterization of Investments
in Offered Certificates.........................................S-149
Possible Taxes on Income From
Foreclosure Property and Other Taxes............................S-149
Taxation of Foreign Certificateholders.............................S-150
CERTAIN ERISA CONSIDERATIONS............................................S-151
LEGAL INVESTMENT........................................................S-154
METHOD OF DISTRIBUTION..................................................S-155
S-4
<PAGE>
Page
----
LEGAL MATTERS...........................................................S-156
RATINGS.................................................................S-156
INDEX OF PRINCIPAL DEFINITIONS..........................................S-158
EXHIBIT A-1--
Certain Characteristics of Mortgage Loans
and Mortgaged Properties..........................................A-1-1
EXHIBIT A-2--
Mortgage Pool Information...........................................A-2-1
EXHIBIT B--
Form of Trustee Report................................................B-1
EXHIBIT C--
Decrement Tables for Certain Classes
of Offered Certificates............................................C-1
EXHIBIT D--
Price/Yield Tables for the
Class S Certificates...............................................D-1
EXHIBIT E--
Global Clearance, Settlement and Tax
Documentation Procedures...........................................E-1
EXHIBIT F--
Summary Term Sheet....................................................F-1
S-5
<PAGE>
EXECUTIVE SUMMARY
This Executive Summary summarizes selected information relating to the
Offered Certificates. It does not contain all of the information you need to
consider in making your investment decision. TO UNDERSTAND ALL OF THE TERMS OF
THE OFFERING OF THE OFFERED CERTIFICATES, YOU SHOULD READ CAREFULLY THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN FULL.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL APPROX. APPROX. PASS-THROUGH INITIAL WEIGHTED
CLASS RATINGS (1) BALANCE OR % OF INITIAL CREDIT RATE PASS- AVERAGE PRINCIPAL
CERTIFICATE NOTIONAL INITIAL POOL SUPPORT (3) DESCRIPTION THROUGH LIFE WINDOW(4)
AMOUNT (2) BALANCE RATE (YEARS)(4)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Offered Certificates
- ------------------------------------------------------------------------------------------------------------------------------------
S Aaa/AAA $1,550,429,606 (5) N/A N/A Variable 0.4577% N/A N/A
(Interest Only)
- ------------------------------------------------------------------------------------------------------------------------------------
A-1A Aaa/AAA $ 241,610,000 15.58% 27.00% Fixed 6.8800% 5.7 7/99 - 7/08
- ------------------------------------------------------------------------------------------------------------------------------------
A-1B Aaa/AAA $ 890,203,000 57.42% 27.00% WAC Cap (6) 7.3000% 9.7 7/08 - 6/09
- ------------------------------------------------------------------------------------------------------------------------------------
A-2 Aa2/AA $ 69,769,000 4.50% 22.50% WAC Cap (6) 7.4500% 9.9 6/09 - 6/09
- ------------------------------------------------------------------------------------------------------------------------------------
A-3 A2/A $ 81,398,000 5.25% 17.25% WAC Cap (6) 7.6067% 9.9 6/09 - 6/09
- ------------------------------------------------------------------------------------------------------------------------------------
A-4 A3/A- $ 19,380,000 1.25% 16.00% WAC (7) 7.6067% 9.9 6/09 - 6/09
- ------------------------------------------------------------------------------------------------------------------------------------
B-1 Baa2/BBB $ 58,141,000 3.75% 12.25% WAC (7) 7.6067% 9.9 6/09 - 6/09
- ------------------------------------------------------------------------------------------------------------------------------------
B-2 Baa3/BBB- $ 23,257,000 1.50% 10.75% WAC (7) 7.6067% 9.9 6/09 - 6/09
- ------------------------------------------------------------------------------------------------------------------------------------
Private Certificates--Not Offered Hereby (8)
- ------------------------------------------------------------------------------------------------------------------------------------
B-3 (9) $ 38,761,000 2.50% (9) Fixed 6.1000% (9) (9)
- ------------------------------------------------------------------------------------------------------------------------------------
B-4 (9) $ 31,008,000 2.00% (9) Fixed 6.1000% (9) (9)
- ------------------------------------------------------------------------------------------------------------------------------------
B-5 (9) $ 15,505,000 1.00% (9) Fixed 6.1100% (9) (9)
- ------------------------------------------------------------------------------------------------------------------------------------
B-6 (9) $ 19,380,000 1.25% (9) Fixed 6.1100% (9) (9)
- ------------------------------------------------------------------------------------------------------------------------------------
B-7 (9) $ 15,504,000 1.00% (9) Fixed 6.1100% (9) (9)
- ------------------------------------------------------------------------------------------------------------------------------------
B-8 (9) $ 15,505,000 1.00% (9) Fixed 6.1100% (9) (9)
- ------------------------------------------------------------------------------------------------------------------------------------
C (9) $ 31,008,606 2.00% N/A Fixed 6.1100% (9) (6)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
(1) Ratings shown are those of Moody's and Fitch, respectively.
(2) The actual initial aggregate Certificate Principal Balance or
Certificate Notional Amount of any class of Certificates at the date of
issuance may be larger or smaller than the amount shown above,
depending on the actual size of the Initial Pool Balance. The actual
size of the Initial Pool Balance may be as much as 5% larger or smaller
than the amount presented in this Prospectus Supplement.
(3) Represents the initial aggregate Certificate Principal Balance
(expressed as a percentage of the Initial Pool Balance) of all classes
of Certificates subordinate to the indicated class.
(4) Based on the assumptions that each borrower timely makes all payments
on its underlying mortgage loan, that each underlying mortgage loan
with an Anticipated Repayment Date (as defined under "Summary of
Prospectus Supplement--The Mortgage Loans and Mortgaged Properties" in
this Prospectus Supplement) is paid in full on such date, and that no
underlying mortgage loan is otherwise prepaid prior to stated maturity.
Further based on the other Maturity Assumptions (as defined under
"Yield and Maturity Considerations" in this Prospectus Supplement).
(5) Aggregate Certificate Notional Amount.
(6) "WAC Cap" refers to a Pass-Through Rate that is, from time to time,
equal to the lesser of (i) the initial Pass-Through Rate for the
subject class of Certificates (or, in the case of the Class A-3
Certificates, 7.6400% per annum) and (ii) a weighted average coupon
derived from certain net interest rates on the underlying mortgage
loans.
(7) "WAC" refers to a Pass-Through Rate that is, from time to time, equal
to a weighted average coupon derived from certain net interest rates on
the underlying mortgage loans.
(8) The Private Certificates will also include the Class D-1, Class D-2,
Class R-I, Class R-II and Class R-III Certificates, which are not shown
above. Such Private Certificates do not have Certificate Principal
Balances or Pass-Through Rates.
(9) Not presented.
S-6
<PAGE>
SUMMARY OF PROSPECTUS SUPPLEMENT
This summary contains selected information from this Prospectus
Supplement. It does not contain all of the information you need to consider in
making your investment decision. TO UNDERSTAND ALL OF THE TERMS OF THE OFFERING
OF THE OFFERED CERTIFICATES, YOU SHOULD READ CAREFULLY THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS IN FULL.
OVERVIEW OF THE TRANSACTION
ESTABLISHMENT OF THE TRUST ........... The Depositor is establishing a trust,
to be designated as DLJ Commercial
Mortgage Trust 1999-CG2 (the "Trust").
The assets of the Trust (collectively,
the "Trust Fund") will primarily
consist of a pool (the "Mortgage Pool")
of certain multifamily rental and
commercial mortgage loans having the
characteristics described in this
Prospectus Supplement (the "Mortgage
Loans").
ISSUANCE OF THE CERTIFICATES.......... The Depositor is establishing the Trust
for purposes of issuing the Series
1999-CG2 Commercial Mortgage
Pass-Through Certificates (the
"Certificates") in multiple classes
(each, a "Class"). The Certificates
will, in the aggregate, represent the
entire beneficial ownership of the
Trust. The registered holders of the
Certificates are "Holders" or
"Certificateholders".
GOVERNING DOCUMENT.................... The governing document for purposes of
establishing the Trust and issuing the
Certificates will be a Pooling and
Servicing Agreement to be dated as of
the Cut-off Date, between the
Depositor, the Trustee, the REMIC
Administrator, the Master Servicer and
the Special Servicer (the "Pooling
Agreement"). See "--The Relevant
Parties" and "--Relevant Dates and
Periods" below. The Pooling Agreement
will also govern the servicing and
administration of the Mortgage Loans
and the other assets of the Trust. The
Depositor will file a copy of the
Pooling Agreement with the SEC as an
exhibit to a Current Report on Form 8-K
(the "Form 8-K"), within 15 days after
the initial issuance of the Offered
Certificates. The SEC will make the
Form 8-K and its exhibits available to
the public for inspection.
RELEVANT PARTIES
DEPOSITOR............................. DLJ Commercial Mortgage Corp., a
Delaware corporation and an affiliate
of both Column (one of the Mortgage
Loan Sellers described below) and
DLJSC. The Depositor's address is 277
Park Avenue, 9th Floor, New York, New
York 10172 and its telephone number is
(212) 892-3000. See "The Depositor" in
the Prospectus.
MASTER SERVICER....................... GE Capital Loan Services, Inc., a
Delaware corporation and an affiliate
of GECA (one of the Mortgage Loan
Sellers described below). See
"Servicing of the Mortgage Loans--The
Master Servicer and the Special
Servicer" in this Prospectus
Supplement.
S-7
<PAGE>
SPECIAL SERVICER...................... Banc One Mortgage Capital Markets, LLC,
a Delaware limited liability company.
See "Servicing of the Mortgage
Loans--The Master Servicer and the
Special Servicer" in this Prospectus
Supplement.
The Holders of Certificates
representing a majority interest in the
Controlling Class will have the right,
subject to certain conditions described
in this Prospectus Supplement, to
replace the Special Servicer and,
further, to select a representative
that may direct and advise the Special
Servicer on various servicing matters.
At any particular time, the
"Controlling Class" will, in general,
be the most subordinate Class of the
Certificates (other than the Class D-1,
Class D-2, Class S, Class R-I, Class
R-II and Class R-III Certificates) then
outstanding that has a then-current
aggregate Certificate Principal Balance
that is not less than 25% of such
Class' initial aggregate Certificate
Principal Balance. See also "Servicing
of the Mortgage Loans--Replacement of
the Special Servicer" and "--The
Controlling Class Representative" in
this Prospectus Supplement.
TRUSTEE AND REMIC ADMINISTRATOR....... Norwest Bank Minnesota, National
Association, a national banking
association. See "Description of the
Offered Certificates--The Trustee" in
this Prospectus Supplement. The Trustee
will also have certain duties with
respect to REMIC administration (in
such capacity, the "REMIC
Administrator").
MORTGAGE LOAN SELLERS................. GE Capital Access, Inc. ("GECA"), a
Delaware corporation and an affiliate
of the Master Servicer; Column
Financial, Inc. ("Column"), a Delaware
corporation and an affiliate of both
the Depositor and DLJSC; and Goldman
Sachs Mortgage Company ("GSMC"), a New
York limited partnership and an
affiliate of Goldman Sachs. The
Mortgage Loan Sellers will sell their
respective Mortgage Loans to the
Depositor, which will, in turn,
transfer them to the Trust. The
Mortgage Loans to be sold by GECA are
called the "GECA Mortgage Loans", the
Mortgage Loans to be sold by Column are
called the "Column Mortgage Loans" and
the Mortgage Loans to be sold by GSMC
are called the "GSMC Mortgage Loans".
<TABLE>
<CAPTION>
MORTGAGE NUMBER OF % OF INITIAL
LOAN SELLER MORTGAGE LOANS POOL BALANCE
----------- -------------- ------------
<S> <C> <C>
GECA 121 45.5%
Column 176 37.2%
GSMC 46 17.2%
</TABLE>
GECA acquired all of the GECA Mortgage
Loans from its parent, General Electric
Capital Corporation ("GECC"), by
capital ---- contribution. Column
either originated all of the Column
Mortgage Loans or acquired them,
directly or through an affiliate
thereof, from the related originator.
GSMC acquired all of the GSMC Mortgage
Loans, directly or through an affiliate
thereof, from the related originator.
See "Description of the Mortgage
Pool--The Mortgage Loan Sellers and the
Originators" in this Prospectus
Supplement.
S-8
<PAGE>
ORIGINATORS........................... Each Mortgage Loan was originated by
one of the following parties
(collectively, the "Originators"):
o GECC originated all of the GECA
Mortgage Loans.
o Column originated one hundred
sixty-seven (167) of the Column
Mortgage Loans, representing 35.6%
of the Initial Pool Balance.
o Union Capital Investments, LLC
("Union Capital") originated nine
(9) of the Column Mortgage Loans,
representing 1.6% of the Initial
Pool Balance.
o Archon Financial, L.P. ("Archon
Financial") originated forty-two
(42) of the GSMC Mortgage Loans,
representing 15.5% of the Initial
Pool Balance.
o Bankers Mutual, a division of
Franchise Mortgage Acceptance
Company ("FMAC"), originated three
(3) of the GSMC Mortgage Loans,
representing 1.6% of the Initial
Pool Balance.
o Central Park Capital, L.P.
("Central Park") originated one (1)
of the GSMC Mortgage Loans,
representing 0.1% of the Initial
Pool Balance.
See "The Mortgage Loan Sellers and the
Originators" in this Prospectus
Supplement.
RELEVANT DATES AND PERIODS
CUT-OFF DATE.......................... June 1, 1999. The Cut-off Date is the
date as of which the Depositor will
establish the Trust.
CLOSING DATE.......................... On or about June 22, 1999. The Closing
Date is the date on which the Offered
Certificates will initially be issued.
DISTRIBUTION DATE..................... With respect to any calendar month
(beginning with July 1999), the later
of (i) the tenth day of such month (or,
if such tenth day is not a business
day, then the next succeeding business
day) and (ii) the fourth business day
following the Determination Date in
such month. The Distribution Date is
the date during any such calendar month
on which distributions are to be made
on the Certificates.
RECORD DATE........................... With respect to any Distribution Date,
the last business day of the calendar
month immediately preceding the month
in which such Distribution Date occurs.
The Record Date is relevant for
establishing which Holders of the
Certificates are entitled to receive
distributions on the related
Distribution Date.
S-9
<PAGE>
DETERMINATION DATE.................... With respect to any calendar month
(beginning with July 1999), the fourth
day of such calendar month (or, if any
such fourth day is not a business day,
the immediately preceding business
day). The Determination Date is
relevant for purposes of establishing
the end of the Collection Period for
the next succeeding Distribution Date.
COLLECTION PERIOD..................... With respect to any Distribution Date,
the period that begins immediately
following the Determination Date in the
calendar month prior to the month in
which such Distribution Date occurs and
continues through and includes the
Determination Date in the calendar
month in which such Distribution Date
occurs, except that the first
Collection Period begins immediately
following the Cut-off Date. Amounts
available for distribution on any
Distribution Date will be a function of
the payments and other collections
received, and any advances of payments
due, in respect of the Mortgage Loans
during the related Collection Period.
INTEREST ACCRUAL PERIOD............... With respect to any Distribution Date,
the calendar month immediately
preceding the month in which such
Distribution Date occurs. The amount of
interest distributable with respect to
the interest-bearing Certificates on
any Distribution Date will be a
function of the interest accrued during
the related Interest Accrual Period.
RATED FINAL DISTRIBUTION DATE......... The Distribution Date in June 2032.
The Rated Final Distribution Date is
set at the first Distribution Date
following the third anniversary of the
end of the amortization term for the
Mortgage Loan with the longest
remaining amortization term as of the
Closing Date. Each rating assigned to
the Offered Certificates will represent
the respective Rating Agency's
assessment of the likelihood of timely
receipt by the Holders thereof of all
interest to which they are entitled on
each Distribution Date and, except in
the case of the Class S Certificates,
the ultimate receipt by the Holders
thereof of all principal to which they
are entitled by the Rated Final
Distribution Date.
ASSUMED FINAL DISTRIBUTION DATE....... With respect to any Class of
Certificates, the Distribution Date on
which the Holders of such Certificates
would be expected to receive their last
distribution based upon--
o the assumption that each borrower
timely makes all payments on its
Mortgage Loan;
o the assumption that each Mortgage
Loan with an Anticipated Repayment
Date is paid in full on that date;
o the assumption that no borrower
otherwise prepays its Mortgage Loan
prior to stated maturity; and
o the other Maturity Assumptions set
forth under "Yield and Maturity
Considerations" in this Prospectus
Supplement.
S-10
<PAGE>
The Assumed Final Distribution Date for
each Class of Offered Certificates is
the Distribution Date occurring in the
calendar month and year set forth below
for such Class.
MONTH OF
ASSUMED FINAL
CLASS DISTRIBUTION DATE
----- -----------------
Class S June 2024
Class A-1A July 2008
Class A-1B June 2009
Class A-2 June 2009
Class A-3 June 2009
Class A-4 June 2009
Class B-1 June 2009
Class B-2 June 2009
OVERVIEW OF THE CERTIFICATES
GENERAL............................... The Certificates will consist of twenty
(20) Classes, only eight (8) of which
are being offered pursuant to this
Prospectus Supplement and the
Prospectus. Those Certificates that are
being so offered pursuant to this
Prospectus Supplement and the
Prospectus are the "Offered
Certificates".
The Depositor does not intend to
register any of the remaining Classes
of Certificates (collectively, the
"Private Certificates") under the
Securities Act and is not offering such
Certificates pursuant to this
Prospectus Supplement or the
Prospectus. The Depositor has included
information regarding the Private
Certificates in this Prospectus
Supplement because of its potential
relevance to an investment decision
with respect to the Offered
Certificates.
THE OFFERED CERTIFICATES.............. Each Class of Offered Certificates will
have the approximate initial aggregate
Certificate Principal Balance or
Certificate Notional Amount set forth
below and will accrue interest at an
annual rate (the "Pass-Through Rate")
set forth or otherwise described below:
<TABLE>
<CAPTION>
APPROX.
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
BALANCE OR CERTIFICATE PASS-THROUGH
CLASS NOTIONAL AMOUNT(1) RATE
----- ---------------------- ------------
<S> <C> <C>
Class S $1,550,429,606(2) 0.4577%(3)
Class A-1A $ 241,610,000 6.8800%(4)
Class A-1B $ 890,203,000 7.3000%(5)
Class A-2 $ 69,769,000 7.4500%(5)
Class A-3 $ 81,398,000 7.6067%(5)
Class A-4 $ 19,380,000 7.6067%(6)
Class B-1 $ 58,141,000 7.6067%(6)
Class B-2 $ 23,257,000 7.6067%(6)
</TABLE>
S-11
<PAGE>
---------------
(1) The actual initial aggregate
Certificate Principal Balance or
Certificate Notional Amount of any
Class of Offered Certificates at
the date of issuance may be larger
or smaller than the amount shown
above, depending on the actual size
of the Initial Pool Balance. The
actual size of the Initial Pool
Balance may be as much as 5% larger
or smaller than the amount
presented in this Prospectus
Supplement.
(2) The Class S Certificates will
accrue interest based on an
aggregate Certificate Notional
Amount equal to the aggregate
Certificate Principal Balance
outstanding from time to time of
all those Certificates that have
Certificate Principal Balances.
(3) The Pass-Through Rate shown above
for the Class S Certificates is the
rate applicable for the
Distribution Date in July 1999. The
Pass-Through Rate for such Class
will be variable as described under
"Description of the Offered
Certificates--Distributions--
Calculation of Pass-Through Rates"
in this Prospectus Supplement. In
general, the Pass-Through Rate for
such Class will equal the weighted
average of the strip rates at which
interest accrues on the respective
components of the aggregate
Certificate Notional Amount of the
Class S Certificates from time to
time.
(4) Fixed Pass-Through Rate.
(5) The Pass-Through Rates shown above
for the Class A-1B, Class A-2 and
Class A-3 Certificates are the
rates applicable for the
Distribution Date in July 1999. The
Pass-Through Rate for each such
Class will be subject to change as
described under "Description of the
Offered Certificates--
Distributions-- Calculation of
Pass-Through Rates" in this
Prospectus Supplement. In general,
the Pass-Through Rate for each such
Class will equal the lesser of (i)
the rate per annum specified above
for such Class (or, in the case of
the Class A-3 Certificates,
7.6400%) and (ii) a weighted
average coupon derived from certain
net interest rates on the Mortgage
Loans.
(6) The Pass-Through Rates shown above
for the Class A-4, Class B-1 and
Class B-2 Certificates are the
rates applicable for the
Distribution Date in July 1999. The
Pass-Through Rate for each such
Class will be variable as described
under "Description of the Offered
Certificates--Distributions--
Calculation of Pass-Through Rates"
in this Prospectus Supplement. In
general, the Pass-Through Rate for
each such Class will equal a
weighted average coupon derived
from certain net interest rates on
the Mortgage Loans.
See "Description of the Offered
Certificates--General" and
"--Distributions--Calculation of
Pass-Through Rates" in this Prospectus
Supplement.
S-12
<PAGE>
THE PRIVATE CERTIFICATES.............. Each Class of the Private Certificates
will have the approximate initial
aggregate Certificate Principal Balance
set forth below and will accrue
interest at the Pass-Through Rate set
forth below:
<TABLE>
<CAPTION>
APPROX. INITIAL
AGGREGATE CERTIFICATE PASS-THROUGH
CLASS PRINCIPAL BALANCE(1) RATE
----- -------------------- -------------
<S> <C> <C>
Class B-3 $ 38,761,000 6.1000%(2)
Class B-4 $ 31,008,000 6.1000%(2)
Class B-5 $ 15,505,000 6.1100%(2)
Class B-6 $ 19,380,000 6.1100%(2)
Class B-7 $ 15,504,000 6.1100%(2)
Class B-8 $ 15,505,000 6.1100%(2)
Class C $ 31,008,606 6.1100%(2)
Class D-1 N/A (3) N/A(3)
Class D-2 N/A (3) N/A(3)
Class R-I N/A (4) N/A(4)
Class R-II N/A (4) N/A(4)
Class R-III N/A (4) N/A(4)
</TABLE>
---------------
(1) The actual initial aggregate
Certificate Principal Balance of
any Class of Private Certificates
at the date of issuance may be
larger or smaller than the amount
shown above, depending on the
actual size of the Initial Pool
Balance. The actual size of the
Initial Pool Balance may be as much
as 5% larger or smaller than the
amount presented in this Prospectus
Supplement.
(2) Fixed Pass-Through Rate.
(3) Holders of the Class D-1 and Class
D-2 Certificates will be entitled
to receive, if and when paid,
certain additional interest accrued
in respect of the Mortgage Loans
with an Anticipated Repayment Date.
The Class D-1 and Class D-2
Certificates do not have
Certificate Principal Balances or
Pass-Through Rates.
(4) The Class R-I, Class R-II and Class
R-III Certificates are REMIC
residual interests and do not have
Certificate Principal Balances or
Pass-Through Rates.
REGISTRATION AND DENOMINATIONS........ The Trust will be issuing the Offered
Certificates in book-entry form in
original denominations of: (i) in the
case of the Class S Certificates,
$10,000 initial Certificate Notional
Amount and in any whole dollar
denomination in excess thereof; and
(ii) in the case of the other Classes
of Offered Certificates, $10,000
initial Certificate Principal Balance
and in any whole dollar denomination in
excess thereof.
You will hold your Certificates through
either the Depository Trust Company
("DTC") (in the United States) or Cedel
Bank, Societe Anonyme ("Cedel") or The
Euroclear System ("Euroclear") (in
Europe). Transfers within DTC, Cedel or
Euroclear, as the case may be, will be
in accordance with the usual rules and
operating procedures of the relevant
system. As a result, you will not
receive a fully registered physical
certificate representing your interest
in any Offered Certificate, except
under the limited circumstances
described in this Prospectus Supplement
and in the Prospectus. Crossmarket
transfers between persons holding
directly or indirectly through DTC, on
the one hand, and
S-13
<PAGE>
counterparties holding directly or
indirectly through Cedel or Euroclear,
on the other, will be effected in DTC
through the relevant depositaries of
Cedel or Euroclear. The Depositor may
elect to terminate the book-entry
system through DTC with respect to any
portion of any Class of the Offered
Certificates. See "Description of the
Offered Certificates--Registration and
Denominations" in this Prospectus
Supplement and "Description of the
Certificates--Book-Entry Registration
and Definitive Certificates" in the
Prospectus.
OPTIONAL TERMINATION.................. The Master Servicer, the Special
Servicer or any single Holder or group
of Holders of Certificates representing
a majority interest in the Controlling
Class, in that order of priority, may
terminate the Trust when the aggregate
Stated Principal Balance (as defined
under "Description of the Offered
Certificates--Certain Relevant
Characteristics of the Mortgage Loans"
in this Prospectus Supplement) of the
Mortgage Pool is less than 1.0% of the
Initial Pool Balance. See "Description
of the Offered Certificates--
Termination" in this Prospectus
Supplement.
FEDERAL INCOME TAX CONSEQUENCES....... The REMIC Administrator will make
elections to treat designated portions
of the Trust Fund as at least three
separate "real estate mortgage
investment conduits" (each, a "REMIC")
under Sections 860A through 860G of the
Internal Revenue Code of 1986 (the
"Code"). The designations for such
REMICs are as follows:
o "REMIC I" will (except as described
in the next sentence) hold the
Mortgage Loans, as well as any
Mortgaged Properties (as defined in
this Prospectus Supplement under
"--The Mortgage Loans and Mortgaged
Properties" below) that may be
acquired by the Trust following a
borrower default, but will exclude
collections of certain additional
interest accrued (and deferred as
to payment) in respect of each
Mortgage Loan with an Anticipated
Repayment Date that remains
outstanding thereafter (such
excluded collections of additional
interest, the "Non-REMIC Trust
Assets") and will also exclude
certain subservicing fees. Each of
certain individual Mortgage Loans
may constitute the sole asset of a
separate REMIC (each such REMIC, a
"Loan REMIC") and the "regular
interest" of each Loan REMIC
(instead of the related Mortgage
Loan) will be an asset of REMIC I.
o "REMIC II" will hold the "regular
interests" in REMIC I.
o "REMIC III" will hold the "regular
interests" in REMIC II.
REMIC I, REMIC II, REMIC III and the
respective Loan REMICs (if any) are
each a "REMIC Pool".
The Non-REMIC Trust Assets will be
divided into two (2) groups, each of
which will constitute a grantor trust
(together, the "Grantor Trusts") for
federal income tax purposes.
S-14
<PAGE>
The Offered Certificates will be
treated as "regular interests" (or, in
the case of the Class S Certificates,
multiple "regular interests") in REMIC
III. This means that they will be
treated as newly issued debt
instruments for federal income tax
purposes. You will have to report
income on your Certificates in
accordance with the accrual method of
accounting even if you are otherwise a
cash method taxpayer. The Offered
Certificates will not represent any
interest in the Grantor Trusts.
The Class S and Class B-2 Certificates
will be issued with original issue
discount. The Class B-1 Certificates
will be issued with a de minimis amount
of original issue discount. The other
Classes of Offered Certificates will
not be issued with original issue
discount. If you own a Certificate
issued with original issue discount,
you may have to report original issue
discount income (and be subject to a
tax thereon) before you receive a
corresponding cash distribution.
For tax information reporting purposes,
the REMIC Administrator will compute
the accrual of discount and premium on
the Certificates, based on the
assumption that each Mortgage Loan with
an Anticipated Repayment Date will be
paid in full on such date and on the
further assumption that no borrower
will otherwise prepay its Mortgage Loan
prior to stated maturity.
Although it is not entirely clear, it
is anticipated that any prepayment
premium or yield maintenance charge
allocable to a Class of Offered
Certificates will be ordinary income to
the Holders of such Class only after
the Master Servicer's actual receipt
thereof. See "Description of the
Offered Certificates--Distributions--
Distributions of Prepayment Premiums
and Yield Maintenance Charges" and
"Federal Income Tax Consequences--
Discount and Premium; Prepayment
Consideration" in this Prospectus
Supplement.
For a more detailed discussion of the
federal income tax aspects of investing
in the Certificates, see "Federal
Income Tax Consequences" in this
Prospectus Supplement and in the
Prospectus.
ERISA................................. It is anticipated that certain
retirement plans and other employee
benefit plans and arrangements subject
to Title I of ERISA or Section 4975 of
the Code will be able to invest in the
Class A-1A, Class A-1B and Class S
Certificates, without giving rise to a
prohibited transaction, based upon an
individual prohibited transaction
exemption granted by the U.S.
Department of Labor to each of DLJSC
and Goldman Sachs by the U.S.
Department of Labor. However,
investments in the other Offered
Certificates by, on behalf of or with
assets of such entities, will be
restricted as described under "Certain
ERISA Considerations" in this
Prospectus Supplement.
If you are a fiduciary of any employee
benefit plan or other retirement
arrangement subject to Title I of ERISA
or section 4975 of the Code, you should
review carefully with your legal
advisors whether the purchase or
holding of the Offered Certificates
could give rise to a transaction that
is prohibited under ERISA or Section
4975 of the Code.
S-15
<PAGE>
See "Certain ERISA Considerations" in
this Prospectus Supplement and "ERISA
Considerations" in the Prospectus.
LEGAL INVESTMENT...................... The Offered Certificates will not
constitute "mortgage related
securities" within the meaning of
SMMEA.
You should consult your own legal
advisors to determine whether and to
what extent the Offered Certificates
constitute legal investments for you.
See "Legal Investment" in this
Prospectus Supplement and in the
Prospectus.
CERTAIN INVESTMENT CONSIDERATIONS..... The rate and timing of payments and
other collections of principal on or in
respect of the Mortgage Loans will
affect the yield to maturity on each
Offered Certificate. In the case of
Offered Certificates purchased at a
discount, a slower than anticipated
rate of payments and other collections
of principal could result in a lower
than anticipated yield. In the case of
Class S Certificates or any other
Offered Certificates purchased at a
premium, a faster than anticipated rate
of payments and other collections of
principal could result in a lower than
anticipated yield. If you are
contemplating the purchase of Class S
Certificates, you should be aware that
the yield to maturity on the Class S
Certificates will be highly sensitive
to the rate and timing of principal
prepayments and other liquidations of
Mortgage Loans and that an extremely
rapid rate of prepayments and/or other
liquidations in respect of the Mortgage
Loans could result in a complete or
partial loss of your initial
investment. The Pass-Through Rates for
the Class S, Class A-1B, Class A-2,
Class A-3, Class A-4, Class B-1 and
Class B-2 Certificates are either equal
to, are based upon or are limited by
the weighted average of certain net
interest rates on the Mortgage Loans.
Such weighted average will vary as
principal is received on the various
Mortgage Loans at different rates and
will be adversely affected by voluntary
and involuntary prepayments on Mortgage
Loans with relatively high mortgage
interest rates. See "Yield and Maturity
Considerations" in this Prospectus
Supplement and in the Prospectus.
RATINGS............................... It is a condition to the issuance of
the respective Classes of the Offered
Certificates that they receive the
credit ratings indicated
below:
<TABLE>
<CAPTION>
CLASS MOODY'S RATING FITCH RATING
----- -------------- ------------
<S> <C> <C>
Class S Aaa AAA
Class A-1A Aaa AAA
Class A-1B Aaa AAA
Class A-2 Aa2 AA
Class A-3 A2 A
Class A-4 A3 A-
Class B-1 Baa2 BBB
Class B-2 Baa3 BBB-
</TABLE>
S-16
<PAGE>
The ratings of the Offered Certificates
address the timely payment of interest
and, except in the case of the Class S
Certificates, the ultimate payment of
principal on or before the Rated Final
Distribution Date. Such ratings do not
represent any assessment of--
o the tax attributes of the Offered
Certificates or of the Trust;
o whether or to what extent
prepayments of principal may be
received on the Mortgage Loans;
o the likelihood or frequency of
prepayments of principal on the
Mortgage Loans;
o the degree to which the amount or
frequency of prepayments on the
Mortgage Loans might differ from
those originally anticipated;
o whether or to what extent the
interest distributable on any Class
of Certificates may be reduced in
connection with interest shortfalls
resulting from the timing of
voluntary prepayments;
o the likelihood that prepayment
premiums, yield maintenance charges
or interest in excess of interest
at the related Mortgage Rates will
be received with respect to the
Mortgage Loans; or
o whether the Holders of the Class S
Certificates, despite receiving all
distributions of interest to which
they are entitled, would ultimately
recover their initial investments
in such Certificates.
A security rating is not a
recommendation to buy, sell or hold
securities and may be subject to
revision or withdrawal at any time by
the assigning rating agency.
For a description of the limitations of
the ratings of the Offered
Certificates, see "Ratings" in this
Prospectus Supplement and "Risk
Factors--Limited Nature of Ratings" in
the Prospectus.
REPORTS TO CERTIFICATEHOLDERS......... On each Distribution Date, the Trustee
Report (substantially in the form of
Exhibit B to this Prospectus
Supplement) will be available to you as
described under "Description of the
Offered Certificates--Reports to
Certificateholders; Certain Available
Information" in this Prospectus
Supplement.
You may review a loan-by-loan listing
electronically in the form of the
standard CSSA loan setup file and CSSA
loan periodic update file. The Trustee
will electronically provide such files
on a monthly basis, to the extent that
it receives the information needed to
do so.
S-17
<PAGE>
Upon reasonable prior notice, you may
also review at the Trustee's offices
during normal business hours a variety
of information and documents that
pertain to the Mortgage Loans and
Mortgaged Properties, including loan
documents, borrower operating
statements, rent rolls and property
inspection reports, to the extent the
Trustee receives such information and
documents.
See "Description of the Offered
Certificates--Reports to
Certificateholders; Certain Available
Information" in this Prospectus
Supplement.
THE CERTIFICATES: A STRUCTURAL SUMMARY
SENIORITY............................. The following chart sets forth the
relative seniority of the respective
Classes of Certificates for purposes
of--
o making distributions of interest
and, if and when applicable,
distributions of principal, and
o allocating losses on the Mortgage
Loans, as well as certain
default-related and other
unanticipated expenses of the
Trust.
S-18
<PAGE>
Each identified Class of Certificates
will, for the above specified purposes,
be subordinate to each other Class of
Certificates, if any, listed above it
in the following chart.
SUMMARY SENIORITY CHART
Most Senior
---------------------------------------
Class S, Class A-1A and Class A-1B
---------------------------------------
-------------------
Class A-2
-------------------
-------------------
Class A-3
-------------------
-------------------
Class A-4
-------------------
-------------------
Class B-1
-------------------
-------------------
Class B-2
-------------------
---------------------------------------
Various Classes of Private Certificates
(other than the Class D-1 and
Class D-2 Certificates)
---------------------------------------
Most Subordinate
THE ONLY FORM OF CREDIT SUPPORT FOR ANY
CLASS OF OFFERED CERTIFICATES WILL BE
THE ABOVE-REFERENCED SUBORDINATION OF
THE OTHER CLASSES OF CERTIFICATES TO
WHICH IT IS SENIOR, INCLUDING ALL OF
THE PRIVATE CERTIFICATES (OTHER THAN
THE CLASS D-1 AND CLASS D-2
CERTIFICATES).
Holders of the Class D-1 and Class D-2
Certificates will be entitled to
receive, if and when paid, certain
additional interest accrued in respect
of the Mortgage Loans with an
Anticipated Repayment Date.
Accordingly, the Class D-1 and Class
D-2 Certificates are neither senior nor
subordinate to any other Class of
Certificates (except to the extent that
amounts received on any particular
Mortgage Loan with an Anticipated
Repayment Date are applied first to pay
amounts other than such additional
interest).
See "Description of the Offered
Certificates--General", "--Seniority",
"--Distributions" and "--Allocation of
Losses and Certain Other Shortfalls and
Expenses" in this Prospectus
Supplement.
S-19
<PAGE>
DISTRIBUTIONS
A. GENERAL........................... Distributions of interest and principal
will be made to the Holders of the
various Classes of Certificates
entitled thereto, sequentially based
upon their seniority as depicted in the
Summary Seniority Chart above. See
"Description of the Offered
Certificates--Seniority" and
"--Distributions--Priority of Payments"
in this Prospectus Supplement.
B. DISTRIBUTIONS OF INTEREST......... Each Class of Certificates (other than
the Class R-I, Class R-II, Class R-III,
Class D-1 and Class D-2 Certificates)
will bear interest. In the case of each
such Class, such interest will accrue
during each Interest Accrual Period
based upon--
o the Pass-Through Rate for such
Class for the related Distribution
Date,
o the aggregate Certificate Principal
Balance or Certificate Notional
Amount, as the case may be, of such
Class outstanding immediately prior
to the related Distribution Date,
and
o the assumption that each year
consists of twelve 30-day months.
The timing of a prepayment on a
Mortgage Loan may result in the
collection of less than a full month's
interest on such Mortgage Loan during
the Collection Period of prepayment. As
and to the extent described in this
Prospectus Supplement, such shortfalls
(net of the respective portions thereof
attributable to the fees of the Master
Servicer and certain other items) will
be allocated to reduce the amount of
accrued interest otherwise payable to
the Holders of the respective Classes
of interest-bearing Certificates on a
pro rata basis according to the
respective amounts of such accrued
interest.
On each Distribution Date, subject to
available funds and the payment
priorities described above, you will be
entitled to receive your proportionate
share of all unpaid distributable
interest accrued in respect of your
Class of Offered Certificates through
the end of the related Interest Accrual
Period.
See "Description of the Offered
Certificates--Distributions
--Calculation of Interest" and
"--Allocation of Losses and Certain
Other Shortfalls and Expenses" in this
Prospectus Supplement.
C. DISTRIBUTIONS OF PRINCIPAL........ Those Certificates with Certificate
Principal Balances are "Principal
Balance Certificates". The Class S
Certificates do not have a Certificate
Principal Balance. In general, subject
to available funds and the payment
priorities described above, the Holders
of each Class of Principal Balance
Certificates will be entitled to
receive a total amount of principal
over time equal to the aggregate
Certificate Principal Balance of such
Class. However, the Pooling Agreement
will require the
S-20
<PAGE>
Trustee to make such distributions of
principal in a specified sequential
order such that--
o No distributions of principal will
be made to the Holders of any Class
of Private Certificates until the
aggregate Certificate Principal
Balance of the Offered Certificates
is reduced to zero.
o No distributions of principal will
be made to the Holders of the Class
A-2, Class A-3, Class A-4, Class
B-1 or Class B-2 Certificates
until, in the case of each such
Class, the aggregate Certificate
Principal Balance of all more
senior Classes of Offered
Certificates is reduced to zero.
o No distributions of principal will
be made to the Holders of the Class
A-1B Certificates until either:
(i) the aggregate Certificate
Principal Balance of the Class
A-1A Certificates is reduced
to zero; or
(ii) the aggregate Certificate
Principal Balance of the Class
A-2, Class A-3, Class A-4,
Class B-1, Class B- 2, Class
B-3, Class B-4, Class B-5,
Class B-6, Class B-7, Class
B-8 and Class C Certificates
is reduced to zero due to
losses on the Mortgage Loans
and/or certain default-related
or other unanticipated
expenses of the Trust and, as
a result, the Class A- 1A and
Class A-1B Certificates are
the only outstanding Principal
Balance Certificates (in which
case, distributions of
principal will be made to the
Holders of the Class A-1A
Certificates and the Holders
of the Class A-1B Certificates
on a pro rata basis).
The aggregate distributions of
principal to be made on the respective
Classes of Principal Balance
Certificates on any Distribution Date
will in general be a function of--
o the amount of scheduled payments of
principal due (or, in some cases,
deemed due) on the Mortgage Loans
during the related Collection
Period that are either received as
of the related Determination Date
or advanced by the Master Servicer,
and
o the amount of any prepayments and
other unscheduled collections of
previously unadvanced principal in
respect of the Mortgage Loans that
are received during the related
Collection Period.
See "Description of the Offered
Certificates--Distributions
--Calculation of the Principal
Distribution Amount" and
"--Distributions--Priority of Payments"
in this Prospectus Supplement.
S-21
<PAGE>
D. DISTRIBUTIONS OF
PREPAYMENT PREMIUMS AND
YIELD MAINTENANCE CHARGES..... Any prepayment premium or yield
maintenance charge collected in respect
of a Mortgage Loan will be distributed,
in the proportions described in this
Prospectus Supplement, to the Holders
of the Class S Certificates and/or to
the Holders of the Class or Classes of
Principal Balance Certificates then
entitled to receive distributions of
principal. See "Description of the
Offered Certificates--Distributions of
Prepayment Premiums and Yield
Maintenance Charges" in this Prospectus
Supplement.
ALLOCATION OF LOSSES AND CERTAIN
OTHER SHORTFALLS AND EXPENSES...... Realized losses on the Mortgage Loans,
together with certain default- related
and other unanticipated expenses of the
Trust, may cause the aggregate Stated
Principal Balance of the Mortgage Pool
to be less than the aggregate
Certificate Principal Balance of the
Principal Balance Certificates (any
such deficit being referred to in this
Prospectus Supplement as a "Mortgage
Pool Deficit"). If a Mortgage Pool
Deficit exists following the
distributions made on the Certificates
on any Distribution Date, then the
aggregate Certificate Principal
Balances of the respective Classes of
Principal Balance Certificates will be
successively reduced in reverse order
of their seniority (as depicted in the
Summary Seniority Chart above), until
such Mortgage Pool Deficit is
eliminated.
In addition, the timing of a prepayment
on a Mortgage Loan may result in the
collection of less than a full month's
interest on such Mortgage Loan during
the Collection Period of prepayment. As
and to the extent described in this
Prospectus Supplement, such shortfalls
(net of the respective portions thereof
attributable to the fees of the Master
Servicer and certain other items) will
be allocated to reduce the aggregate
amount of interest otherwise payable to
the Holders of the respective Classes
of interest-bearing Certificates on a
pro rata basis.
See "Description of the Offered
Certificates--Allocation of Losses and
Certain Other Shortfalls and Expenses"
and "Servicing of the Mortgage
Loans--Servicing and Other Compensation
and Payment of Expenses" in this
Prospectus Supplement.
ADVANCES.............................. In general, the Master Servicer will be
required to make advances (each, a "P&I
Advance"), for distribution to the
Certificateholders, in the amount of
any delinquent monthly payments (other
than balloon payments) of principal and
interest due on the Mortgage Loans (net
of the respective portions of such
monthly payments attributable to the
fees of the Master Servicer and certain
other items). The Master Servicer and,
in limited cases, the Special Servicer
will also generally be required to make
advances (each, a "Servicing Advance")
to cover certain costs and expenses
relating to the servicing and
administration of the Mortgage Loans.
P&I Advances and Servicing Advances are
collectively "Advances". If the Master
Servicer or the Special Servicer fails
to make any Advance that it is required
to make and the Trustee is aware of
such failure, then the Trustee will be
required to make such
S-22
<PAGE>
Advance. None of the Master Servicer,
the Special Servicer or the Trustee,
however, will be required to make any
Advance that it determines, in its good
faith and reasonable judgment, will not
ultimately be recoverable from proceeds
of the related Mortgage Loan. As and to
the extent described in this Prospectus
Supplement, any party that makes an
Advance will be entitled to be
reimbursed for such Advance, together
with interest thereon.
See "Description of the Offered
Certificates--P&I Advances" and
"Servicing of the Mortgage
Loans--Servicing and Other Compensation
and Payment of Expenses" in this
Prospectus Supplement and "Description
of the Certificates--Advances in
Respect of Delinquencies" and
"Description of the Pooling
Agreements--Certificate Account" in the
Prospectus.
APPRAISAL REDUCTIONS.................. If certain adverse events or
circumstances, called "Appraisal
Trigger Events", occur or exist with
respect to a Mortgage Loan or the
related Mortgaged Property, the Special
Servicer will be obligated to obtain a
new appraisal of (or, in limited cases,
conduct a valuation of) such Mortgaged
Property. The new estimated value may
reflect an "Appraisal Reduction
Amount", which will, in general, be
equal to any excess of (i) the
principal balance of, and certain other
amounts due under, the subject Mortgage
Loan over (ii) 90% of such new
appraised value. If an Appraisal
Reduction Amount does exist, the amount
otherwise required to be advanced in
respect of interest on the subject
Mortgage Loan will be reduced generally
in the same proportion that the
Appraisal Reduction Amount bears to the
principal balance of such Mortgage
Loan. Due to the payment priorities,
this will reduce the funds available to
pay interest on the most subordinate
Class of Certificates then outstanding.
See "Description of the Offered
Certificates--Appraisal Reductions" in
this Prospectus Supplement.
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
THE MORTGAGE POOL..................... The Trust Fund will primarily consist
of the Mortgage Pool.
Each Mortgage Loan constitutes the
obligation of one or more persons
(individually and collectively as to
such Mortgage Loan, the "Borrower") to
repay a specified sum with interest.
Each Mortgage Loan will be secured by a
first mortgage lien on the fee and/or
leasehold interest of the related
Borrower or another person in one or
more commercial or multifamily rental
properties (each, a "Mortgaged
Property").
Certain of the Mortgage Loans are
Portfolio Loans. A "Portfolio Loan" is
any Mortgage Loan that is, by its terms
(including through
cross-collateralization with other
Mortgage Loans), secured by a first
mortgage lien on the fee and/or
leasehold interests of the related
Borrower or Borrowers in multiple
Mortgaged Properties.
S-23
<PAGE>
For more detailed information on the
Mortgage Loans, see the following
sections in this Prospectus Supplement:
o "Description of the Mortgage Pool"
o "Risk Factors--Risks Related to the
Mortgage Loans"
o Exhibit A-1 - Certain
Characteristics of the Mortgage
Loans and Mortgaged Properties
o Exhibit A-2 - Mortgage Pool
Information
Listed below is certain statistical
information regarding the Mortgage
Loans and the Mortgaged Properties. In
reviewing such information, as well as
the statistical information regarding
the Mortgage Loans and the Mortgaged
Properties contained elsewhere in this
Prospectus Supplement, you should be
aware that--
o All numerical information provided
with respect to the Mortgage Loans
is provided on an approximate
basis.
o All weighted average information
provided with respect to the
Mortgage Loans reflects weighting
of the Mortgage Loans by their
Cut-off Date Balances.
o When information with respect to
the Mortgaged Properties is
expressed as a percentage of the
Initial Pool Balance, such
percentages are based upon the
Cut-off Date Balances of the
related Mortgage Loans.
o Some of the Mortgage Loans are
cross-collateralized and
cross-defaulted with one or more
other Mortgage Loans. Except where
otherwise specifically indicated,
each such cross-collateralized
Mortgage Loan is presented as if it
were secured only by a mortgage
lien on the corresponding Mortgaged
Property identified on Exhibit A-1
to this Prospectus Supplement. See
the notes to the tables set forth
in Exhibit A-1.
o In some cases, multiple Mortgaged
Properties secure a single amount
of mortgage loan indebtedness
represented by a single note. For
purposes of presenting statistical
information, the Depositor has in
some of such cases allocated the
aggregate amount of such
indebtedness among the related
Mortgaged Properties (on the basis
of relative appraised values, the
relative underwritten net cash flow
or prior allocations reflected in
the related mortgage loan
documents). Except where otherwise
specifically indicated, each
allocated portion of such aggregate
amount is (i) presented as if it
were a single "Mortgage Loan"
secured by a mortgage lien on the
corresponding Mortgaged Property
identified on Exhibit A-1 to this
Prospectus Supplement and (ii)
described as being cross-
collateralized and
S-24
<PAGE>
cross-defaulted with each other
Mortgage Loan representing an
allocable portion of the related
indebtedness. See the notes to the
tables set forth in Exhibit A-1.
o In some cases, multiple parcels of
real property securing a single
Mortgage Loan have been treated as
a single "Mortgaged Property"
because of their proximity to each
other, the interrelationship of
their operations or for other
reasons deemed appropriate by the
Depositor.
o This Prospectus Supplement refers
to certain properties specifically
by name. You should construe each
reference to a named property as a
reference to the Mortgaged Property
identified by that name on Exhibit
A-1 to this Prospectus Supplement.
o Statistical information regarding
the Mortgage Loans may change prior
to the date of issuance of the
Certificates due to changes in the
composition of the Mortgage Pool
prior to the Closing Date.
o Certain capitalized terms used with
respect to the Mortgage Loans are
defined under "Description of the
Mortgage Pool" in this Prospectus
Supplement.
o The Cut-off Date Balances as
presented in this Prospectus
Supplement are based upon the
assumption that all scheduled
payments due on the Mortgage Loans
on or before the Cut- off Date are
timely made and, further, that
there are no unscheduled
collections of principal with
respect to any Mortgage Loan during
the period from May 1, 1999 up to
and including the Cut-off Date.
A. GENERAL CHARACTERISTICS........... The Mortgage Pool will have the
following general characteristics as of
the Cut-off Date:
<TABLE>
<CAPTION>
<S> <C>
Initial Pool Balance(1)................................ $1,550,429,606
Number of Mortgage Loans............................... 343
Maximum Cut-off Date Balance(2)........................ $67,944,452
Minimum Cut-off Date Balance........................... $106,854
Average Cut-off Date Balance........................... $4,520,203
Maximum Loan Group Cut-off Date Balance(3)............. $67,944,452
Minimum Loan Group Cut-off Date Balance................ $248,667
Average Loan Group Cut-off Date Balance................ $5,309,690
Maximum Mortgage Rate.................................. 9.310%
Minimum Mortgage Rate.................................. 6.600%
Weighted Average Mortgage Rate......................... 7.661%
</TABLE>
S-25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Maximum Original Term to Maturity
or Anticipated Repayment Date..................... 300 months
Minimum Original Term to Maturity
or Anticipated Repayment Date..................... 60 months
Weighted Average Original Term to Maturity
or Anticipated Repayment Date..................... 127 months
Maximum Remaining Term to Maturity
or Anticipated Repayment Date...................... 300 months
Minimum Remaining Term to Maturity
or Anticipated Repayment Date..................... 52 months
Weighted Average Remaining Term to Maturity
or Anticipated Repayment Date..................... 124 months
Maximum Underwritten Debt
Service Coverage Ratio(4).......................... 2.25x
Minimum Underwritten Debt
Service Coverage Ratio............................. 1.20x
Weighted Average Underwritten
Debt Service Coverage Ratio........................ 1.34x
Maximum Cut-off Date Loan-to-Value Ratio(5)............ 82.7%
Minimum Cut-off Date Loan-to-Value Ratio............... 30.6%
Weighted Average Cut-off Date
Loan-to-Value Ratio................................ 73.2%
Maximum Maturity/ARD Loan-to-Value Ratio(6)............ 74.1%
Minimum Maturity/ARD Loan-to-Value Ratio............... 13.4%
Weighted Average Maturity/ARD
Loan-to-Value Ratio................................ 63.8%
</TABLE>
---------------------
(1) The "Initial Pool Balance" is equal
to the aggregate Cut-off Date
Balance of the Mortgage Pool and is
subject to a permitted variance of
plus or minus 5%.
(2) The "Cut-off Date Balance" of each
Mortgage Loan is equal to its
unpaid principal balance as of the
Cut-off Date, after application of
all payments of principal due in
respect of such Mortgage Loan on or
before such date, whether or not
received. The Cut-off Date Balances
of the Mortgage Loans are presented
without regard to the
cross-collateralization of certain
Portfolio Loans.
(3) The "Loan Group Cut-off Date
Balances" are the Cut-off Date
Balances of the Mortgage Loans,
presenting each group of
cross-collateralized Portfolio
Loans as if it were a single
Mortgage Loan.
(4) The "Underwritten Debt Service
Coverage Ratio" for any Mortgage
Loan (other than a Portfolio Loan)
is equal to the Underwritten Net
Cash Flow (as such term is defined
in this Prospectus Supplement under
"Description of the Mortgage
Pool--Additional Mortgage Loan
Information") generated by the
related Mortgaged Property, divided
by the product of 12 times the
monthly payment of principal and
interest due in respect of such
Mortgage Loan on the Cut-off Date
(or, in one case, on a later date).
The Underwritten Debt Service
Coverage Ratio for any Portfolio
Loan is equal to the aggregate
Underwritten Net Cash Flow
generated by all of the Mortgaged
Properties securing such Portfolio
Loan (and any and all other
Portfolio Loans with which it is
cross-
S-26
<PAGE>
collateralized), divided by the
product of 12 times the aggregate
monthly payments of principal
and/or interest due on the Cut-off
Date in respect of such Portfolio
Loan (and any and all other
Portfolio Loans with which it is
cross-collateralized).
(5) The "Cut-off Date Loan-to-Value
Ratio" for any Mortgage Loan (other
than a Portfolio Loan) is equal to
its Cut-off Date Balance, divided
by the estimated value of the
related Mortgaged Property as set
forth in the most recent appraisal
obtained by or otherwise in the
possession of the related Mortgage
Loan Seller. The Cut-off Date
Loan-to-Value Ratio for any
Portfolio Loan is equal to the
entire Cut-off Date Balance of such
Portfolio Loan (and any and all
other Portfolio Loans with which it
is cross- collateralized), divided
by the estimated value of all of
the related Mortgaged Properties
securing such Portfolio Loan (and
any and all other Portfolio Loans
with which it is
cross-collateralized) as set forth
in the most recent appraisals
obtained by or otherwise in the
possession of the related Mortgage
Loan Seller.
(6) The "Maturity/ARD Loan-to-Value
Ratio" for any Mortgage Loan (other
than a Portfolio Loan) that
provides for a balloon payment or
has an Anticipated Repayment Date
is equal to the unpaid principal
balance of such Mortgage Loan that
will be outstanding as of its
maturity date or Anticipated
Repayment Date, as applicable,
assuming no defaults or
prepayments, divided by the
estimated value of the related
Mortgaged Property as set forth in
the most recent appraisal obtained
by or otherwise in the possession
of the related Mortgage Loan
Seller. The Maturity/ARD
Loan-to-Value Ratio for any
Portfolio Loan that provides for a
balloon payment or has an
Anticipated Repayment Date is equal
to the unpaid principal balance of
such Portfolio Loan (and any and
all other Portfolio Loans with
which it is cross-collateralized)
that will be outstanding as of its
(or, if applicable, their) maturity
date or Anticipated Repayment Date,
as applicable, assuming no defaults
or prepayments, divided by the
estimated value of all of the
related Mortgaged Properties
securing such Portfolio Loan (and
any and all other Portfolio Loans
with which it is
cross-collateralized) as set forth
in the most recent appraisal
obtained by or otherwise in the
possession of the related Mortgage
Loan Seller. Maturity/ARD Loan-to-
Value Ratios have not been
calculated and are not presented
for fully amortizing Mortgage
Loans.
B. STATE CONCENTRATION............... The table below shows the number of,
and percentage of the Initial Pool
Balance secured by, Mortgaged
Properties located in the indicated
states:
<TABLE>
<CAPTION>
NUMBER OF % OF INITIAL
STATE MORTGAGED PROPERTIES POOL BALANCE
----- -------------------- ------------
<S> <C> <C>
California 46 18.3%
Texas 83 16.8%
Florida 27 13.0%
Colorado 18 4.2%
New York 8 3.8%
</TABLE>
The remaining Mortgaged Properties are
located throughout 34 other states and
the District of Columbia. No more than
3.4% of the Initial Pool Balance is
secured by Mortgaged Properties located
in any such other jurisdiction.
S-27
<PAGE>
C. PROPERTY TYPES.................... The table below shows the number of,
and percentage of the Initial Pool
Balance secured by, Mortgaged
Properties operated for each indicated
purpose:
<TABLE>
<CAPTION>
NUMBER OF % OF INITIAL
PROPERTY TYPE MORTGAGED PROPERTIES POOL BALANCE
------------- -------------------- ------------
<S> <C> <C>
Retail 78 35.6%
Multifamily Rental 140 34.3%
Office 42 11.7%
Hospitality 15 4.2%
Manufactured Housing
Community 16 3.9%
Mixed Use 13 3.4%
Self Storage 23 3.1%
Industrial 13 2.2%
Independent/Assisted
Living 2 1.6%
Healthcare 1 0.2%
</TABLE>
D. SECURITY FOR THE MORTGAGE
LOANS......................... The table below shows the number and
percentage (based on Cut-off Date
Balance) of the Mortgage Loans that are
secured by first mortgage liens on each
of the specified interests in the
related Mortgaged Properties.
<TABLE>
<CAPTION>
ENCUMBERED INTEREST
IN THE RELATED NUMBER OF % OF INITIAL
MORTGAGED PROPERTY MORTGAGE LOANS POOL BALANCE
------------------ -------------- ------------
<S> <C> <C>
Fee* 337 98.1%
Fee in Part, Leasehold in
Part 2 1.2%
Leasehold 4 0.6%
</TABLE>
--------------
* "Fee" also includes cases where the
fee and leasehold interests in the
same property are both encumbered.
S-28
<PAGE>
E. CUT-OFF DATE BALANCES............. The table below shows the range of
Cut-off Date Balances for the Mortgage
Loans, presented without regard to the
cross-collateralization of certain
Portfolio Loans.
<TABLE>
<CAPTION>
RANGE OF NUMBER OF % OF INITIAL
CUT-OFF DATE BALANCES MORTGAGE LOANS POOL BALANCE
--------------------- -------------- ------------
<S> <C> <C>
$106,854 - 749,999 55 1.6%
750,000 - 1,249,999 37 2.4%
1,250,000 - 1,999,999 56 5.9%
2,000,000 - 2,999,999 48 7.7%
3,000,000 - 3,999,999 39 8.6%
4,000,000 - 4,999,999 17 5.0%
5,000,000 - 5,999,999 14 4.9%
6,000,000 - 9,999,999 41 21.3%
10,000,000 - 14,999,999 20 15.8%
15,000,000 - 19,999,999 5 5.0%
20,000,000 - 24,999,999 7 10.2%
25,000,000 - $67,944,452 4 11.6%
</TABLE>
F. LOAN GROUP CUT-OFF
DATE BALANCES............... The table below shows the range of
Cut-off Date Balances for the Mortgage
Loans, presenting each group of
cross-collateralized Portfolio Loans as
a single Mortgage Loan.
<TABLE>
<CAPTION>
RANGE OF
LOAN GROUP NUMBER OF % OF INITIAL
CUT-OFF DATE BALANCES MORTGAGE LOANS POOL BALANCE
--------------------- -------------- ------------
<S> <C> <C>
$248,667 - 749,999 29 1.0%
750,000 - 1,249,999 35 2.2%
1,250,000 - 1,999,999 47 4.9%
2,000,000 - 2,999,999 44 7.1%
3,000,000 - 3,999,999 35 7.8%
4,000,000 - 4,999,999 13 3.8%
5,000,000 - 5,999,999 15 5.2%
6,000,000 - 9,999,999 38 19.4%
10,000,000 - 14,999,999 19 15.0%
15,000,000 - 19,999,999 3 3.0%
20,000,000 - 24,999,999 8 12.0%
25,000,000 - $67,944,452 6 18.7%
</TABLE>
S-29
<PAGE>
G. MORTGAGE RATES ................... The table below shows the range of
Mortgage Rates for the Mortgage Loans
as of the Cut-off Date.
<TABLE>
<CAPTION>
RANGE OF CUT-OFF NUMBER OF % OF INITIAL
MORTGAGE RATES MORTGAGE LOANS POOL BALANCE
--------------- -------------- ------------
<S> <C> <C>
6.600% - 6.749% 2 0.6%
6.750% - 6.999% 15 7.4%
7.000% - 7.249% 19 8.0%
7.250% - 7.499% 40 15.6%
7.500% - 7.999% 168 52.0%
8.000% - 9.310% 99 16.3%
</TABLE>
H. ORIGINAL TERMS TO
MATURITY OR ARD............... The table below shows the range of
original terms to stated maturity or
Anticipated Repayment Date, as
applicable, for the Mortgage Loans.
<TABLE>
<CAPTION>
RANGE OF ORIGINAL
TERMS TO MATURITY NUMBER OF % OF INITIAL
OR ARD (IN MONTHS) MORTGAGE LOANS POOL BALANCE
------------------ -------------- ------------
<S> <C> <C>
60 - 108 6 2.2%
109 - 120 301 88.9%
121 - 204 18 4.8%
205 - 300 18 4.0%
</TABLE>
I. REMAINING TERMS TO
MATURITY OR ARD............... The table below shows the range of
remaining terms to stated maturity or
Anticipated Repayment Date, as
applicable, for the Mortgage Loans as
of the Cut-off Date.
<TABLE>
<CAPTION>
RANGE OF REMAINING
TERMS TO MATURITY NUMBER OF % OF INITIAL
OR ARD (IN MONTHS) MORTGAGE LOANS POOL BALANCE
------------------ -------------- ------------
<S> <C> <C>
52 - 108 8 3.5%
109 - 120 299 87.7%
121 - 204 18 4.8%
205 - 300 18 4.0%
</TABLE>
S-30
<PAGE>
J. UNDERWRITTEN DEBT SERVICE
COVERAGE RATIOS................ The table below shows the range of
Underwritten Debt Service Coverage
Ratios for the Mortgage Loans.
<TABLE>
<CAPTION>
RANGE OF
UNDERWRITTEN
DEBT SERVICE NUMBER OF % OF INITIAL
COVERAGE RATIOS MORTGAGE LOANS POOL BALANCE
--------------- -------------- ------------
<S> <C> <C>
1.20x - 1.29x 142 47.1%
1.30x - 1.39x 100 31.3%
1.40x - 1.49x 53 10.7%
1.50x - 1.59x 25 5.4%
1.60x - 2.25x 23 5.5%
</TABLE>
K. CUT-OFF DATE LOAN-TO-VALUE
RATIOS.......................... The table below shows the range of
Cut-off Date Loan-to-Value Ratios for
the Mortgage Loans.
<TABLE>
<CAPTION>
RANGE OF
CUT-OFF DATE NUMBER OF % OF INITIAL
LOAN-TO-VALUE RATIOS MORTGAGE LOANS POOL BALANCE
-------------------- -------------- ------------
<S> <C> <C>
30.60% - 50.00% 10 1.9%
50.01% - 60.00% 20 2.8%
60.01% - 70.00% 95 21.6%
70.01% - 75.00% 92 24.6%
75.01% - 80.00% 122 47.1%
80.01% - 82.70% 4 2.0%
</TABLE>
L. MATURITY/ARD
LOAN-TO-VALUE RATIOS........... The table below shows the range of
Maturity/ARD Loan-to-Value Ratios for
the Balloon Loans and the ARD Loans
described in this Prospectus
Supplement.
<TABLE>
<CAPTION>
RANGE OF
MATURITY/ARD NUMBER OF % OF INITIAL
LOAN-TO-VALUE RATIOS(1) MORTGAGE LOANS POOL BALANCE
----------------------- -------------- ------------
<S> <C> <C>
13.40% - 20.00% 1 0.2%
20.01% - 30.00% 3 0.4%
30.01% - 40.00% 5 1.0%
40.01% - 50.00% 31 4.3%
50.01% - 60.00% 82 16.0%
60.01% - 74.10% 205 75.0%
</TABLE>
-------------------
(1) Maturity/ARD Loan-to-Value Ratios
have not been calculated and are
not presented for fully amortizing
Mortgage Loans.
S-31
<PAGE>
SIGNIFICANT MORTGAGE LOANS AND GROUPS
A. THE OAKWOOD PLAZA LOAN............ Set forth below is certain loan and
property information in respect of the
Mortgage Loan identified in this
Prospectus Supplement as the "Oakwood
Plaza Loan". See "Description of the
Mortgage Pool--Significant Mortgage
Loans--The Oakwood Plaza Loan" in this
Prospectus Supplement.
<TABLE>
<CAPTION>
NO. OF YR. BUILT/ OCCUPANCY APPRAISED
PROPERTY NAME PROPERTY TYPE LOCATION SQ. FT. RENOVATED AT U/W(1) U/W NCF(1) VALUE(1)(2)
- ------------- ------------- -------- ------- --------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Oakwood Plaza Retail Hollywood, FL 885,713 1994/1997 96% $7,507,540 $85,600,000
</TABLE>
- ----------------
(1) As defined in this Prospectus Supplement under "Description of the Mortgage
Pool--Additional Mortgage Loan Information".
(2) Appraisal date of October 12, 1998.
<TABLE>
<CAPTION>
<S> <C>
Cut-off Date Balance............................... $67,944,452
% of Initial Pool Balance.......................... 4.4%
Mortgage Rate...................................... 8.180%
Scheduled P&I Payment.............................. $508,436.85
Stated Maturity Date............................... February 1, 2029
Anticipated Repayment Date......................... February 1, 2009
Underwritten Debt Service Coverage Ratio........... 1.23x
Cut-off Date Loan-to-Value Ratio................... 79.4%
Maturity/ARD Loan-to-Value Ratio................... 71.5%
</TABLE>
B. THE FIFTEEN SOUTHEAST
REALTY LOANS................ Set forth below is certain loan and
property information in respect of the
cross-collateralized group of Mortgage
Loans collectively identified in this
Prospectus Supplement as the "Fifteen
Southeast Realty Loans". See
"Description of the Mortgage
Pool--Significant Mortgage Loans--The
Fifteen Southeast Realty Loans" in this
Prospectus Supplement.
<TABLE>
<CAPTION>
ALLOCATED
NO. OF YR. BUILT/ OCCUPANCY APPRAISED LOAN
PROPERTY NAME PROPERTY TYPE LOCATION APTS. RENOVATED AT U/W VALUE(1) U/W NCF AMOUNT
- ------------- ------------- -------- ----- --------- ------ -------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Arbor Lake Club Apts. Multifamily Rental Miami, FL 712 1978/1990 94% $37,900,000 $3,247,350 $30,100,000
The Parkview Apts. Multifamily Rental Pembroke Pines, FL 208 1987 97% 12,000,000 1,018,976 9,550,000
Heron's Cove Apts. Multifamily Rental Orlando, FL 324 1973/1997 98% 12,700,000 1,030,935 9,500,000
Horizons North Apts. Multifamily Rental North Miami, FL 276 1982 92% 12,700,000 950,029 8,850,000
----- ----------- ---------- ----------
Total/Wtd. Avg. 1,520 95% $75,300,000 $6,247,290 $58,000,000
</TABLE>
- ------------------
(1) Appraisal dates ranging from April 8, 1999 to April 9, 1999.
S-32
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Cut-off Date Balance............................... $58,000,000
% of Initial Pool Balance.......................... 3.7%
Mortgage Rate...................................... 7.880%
Aggregate Scheduled P&I Payment.................... $420,741.55
Stated Maturity Date............................... June 1, 2009
Underwritten Debt Service Coverage Ratio........... 1.24x
Cut-off Date Loan-to-Value Ratio................... 77.0%
Maturity/ARD Loan-to-Value Ratio................... 68.7%
</TABLE>
C. THE HERALD CENTER LOAN............ Set forth below is certain loan and
property information in respect of the
Mortgage Loan identified in this
Prospectus Supplement as the "Herald
Center Loan". See "Description of the
Mortgage Pool--Significant Mortgage
Loans--The Herald Center Loan" in this
Prospectus Supplement.
<TABLE>
<CAPTION>
YR. BUILT/ OCCUPANCY APPRAISED
PROPERTY NAME PROPERTY TYPE TOTAL SQUARE FEET NO. OF TENANTS RENOVATED AT U/W U/W NCF VALUE(1)
- ------------- ------------- ----------------- -------------- --------- ------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Herald Center Retail 249,504 9 1910/1985 100% $5,825,420 $75,000,000
</TABLE>
- ----------------
(1) Appraisal date of January 1, 1999.
<TABLE>
<CAPTION>
<S> <C>
Cut-off Date Balance................................. $49,975,508
% of Initial Pool Balance............................ 3.2%
Mortgage Rate........................................ 7.754%
Scheduled P&I Payment................................ $358,344.34
Stated Maturity Date................................. May 1, 2029
Anticipated Repayment Date........................... May 1, 2009
Underwritten Debt Service Coverage Ratio............. 1.35x
Cut-off Date Loan-to-Value Ratio..................... 66.6%
Maturity/ARD Loan-to-Value Ratio..................... 59.3%
</TABLE>
D. THE ALLIANCE LOANS................ Set forth below is certain loan and
property information in respect of the
cross-collateralized group of Mortgage
Loans collectively identified in this
Prospectus Supplement as the "Alliance
Loans". See "Description of the
Mortgage Pool--Significant Mortgage
Loans--The Alliance Loans" in this
Prospectus Supplement.
<TABLE>
<CAPTION>
ALLOCATED
NO. OF YR. BUILT/ OCCUPANCY APPRAISED LOAN
PROPERTY NAME PROPERTY TYPE LOCATION APTS. RENOVATED AT U/W VALUE(1) U/W NCF AMOUNT
- ------------- ------------- -------- ----- --------- ------ -------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sterling Point Apts. Multifamily Rental Houston, TX 922 1978/1997 96% $29,250,000 $2,232,123 $20,751,731
Sandridge Apts. Multifamily Rental Pasadena, TX 504 1978/1994 95% 21,000,000 1,642,508 15,099,893
Woodscape Apts. Multifamily Rental Houston, TX 544 1979/1997 96% 13,600,000 1,127,554 10,112,736
----- ----------- ---------- -----------
Total/Wtd. Avg . 1,970 96% $63,850,000 $5,002,185 $45,964,360
</TABLE>
- ----------------
(1) Appraisal dates ranging from January 15, 1999 to January 20, 1999.
S-33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Cut-off Date Balance............................. $45,964,360
% of Initial Pool Balance........................ 3.0%
Mortgage Rate.................................... 7.220%
Aggregate Scheduled P&I Payment.................. $313,618.36
Stated Maturity Date............................. February 1, 2009
Underwritten Debt Service
Coverage Ratio................................. 1.33x
Cut-off Date Loan-to-Value Ratio................. 72.0%
Maturity/ARD Loan-to-Value Ratio................. 63.3%
</TABLE>
E. THE STONE FORT LOANS.............. Set forth below is certain loan and
property information in respect of the
cross-collateralized group of Mortgage
Loans collectively identified in this
Prospectus Supplement as the "Stone
Fort Loans". See "Description of the
Mortgage Pool--Significant Mortgage
Loans--The Stone Fort Loans" in this
Prospectus Supplement.
<TABLE>
<CAPTION>
TOTAL
PROPERTY SQUARE YR. BUILT/ OCCUPANCY APPRAISED ALLOCATED
PROPERTY NAME TYPE LOCATION FEET RENOVATED AT U/W VALUE(1) U/W NCF LOAN AMOUNT
- ------------- -------- -------- ------ --------- ------ -------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Tallan Office
Building & The Tallan
Parking Garage Mixed Use Chattanooga, TN 148,971 1982 88% $19,275,000 $1,502,802 $13,356,952
The Krystal Office
Building Office Chattanooga, TN 135,625 1979 86% 13,360,000 941,651 9,258,048
Riverside Center Office Chattanooga, TN 135,000 1946/1997 99% 11,000,000 939,909 8,514,000
Harrison Direct
Warehouse Industrial Chattanooga, TN 184,700 1986 100% 4,600,000 422,708 3,680,000
Tennessee American
Water Company
Office Building Office Chattanooga, TN 15,488 1978 100% 2,050,000 1,326,000 138,716
------- ----------- ---------- -----------
Total/Wtd. Avg. 619,784 92% $50,285,000 $3,945,786 $36,135,000
</TABLE>
- ----------------
(1) Appraisal date of April 2, 1999.
<TABLE>
<CAPTION>
<S> <C>
Cut-off Date Balance...................... $36,135,000
% of Initial Pool Balance................. 2.3%
Mortgage Rate............................. 7.470%
Aggregate Scheduled P&I Payment........... $251,919.27
Stated Maturity Date...................... June 1, 2009
Underwritten Debt Service
Coverage Ratio.......................... 1.31x
Cut-off Date Loan-to-Value Ratio.......... 71.9%
Maturity/ARD Loan-to-Value Ratio.......... 63.5%
</TABLE>
PAYMENT TERMS......................... Each Mortgage Loan accrues interest at
the annual rate (its "Mortgage Rate")
set forth with respect thereto on
Exhibit A-1 to this Prospectus
Supplement. The Mortgage Rate for each
Mortgage Loan is fixed for the entire
term of such Mortgage Loan.
S-34
<PAGE>
Each Mortgage Loan provides for
scheduled payments of principal and/or
interest ("Scheduled P&I Payments") to
be due on the first day of each month
(its monthly "Due Date").
Each Mortgage Loan identified in this
Prospectus Supplement as a "Balloon
Loan" provides for:
o an amortization schedule that is
significantly longer than its
remaining term to stated maturity
and which, in the case of the
Mortgage Loan secured by the
Capital Heights Shopping Center,
representing 0.3% of the Initial
Pool Balance, begins only after the
end of an initial two (2) year
interest-only period; and
o a substantial payment of principal
on its maturity date (such payment,
together with the corresponding
interest payment, a "Balloon
Payment").
Mortgage Loans identified in this
Prospectus Supplement as "ARD Loans"
provide material incentives to the
related Borrower to pay its Mortgage
Loan in full by a certain date (the
"Anticipated Repayment Date" or "ARD").
There can be no assurance, however,
that such incentives will result in any
ARD Loan being paid in full on or
before its Anticipated Repayment Date.
Such incentives, which in each case
will begin effective as of the related
Anticipated Repayment Date, include:
o The accrual of interest in excess
of that accrued at the related
Mortgage Rate. Such additional
interest will be deferred and will
be payable only after the
outstanding principal balance of
the ARD Loan is paid in full.
o The application of certain excess
cash flow from the related
Mortgaged Property to pay
principal. Such payment of
principal will be in addition to
the principal portion of the
Scheduled P&I Payment.
The remaining Mortgage Loans, referred
to in this Prospectus Supplement as
"Fully Amortizing Loans", have
amortization schedules that amortize
such Mortgage Loans in full or
substantially in full by their
respective maturity dates. The Fully
Amortizing Loans do not include the ARD
Loans.
The table below shows the number and
percentage of Mortgage Loans that are
Balloon Loans, ARD Loans and Fully
Amortizing Loans, respectively:
<TABLE>
<CAPTION>
NUMBER OF % OF INITIAL
LOAN TYPE MORTGAGE LOANS POOL BALANCE
--------- -------------- ------------
<S> <C> <C>
Balloon Loans 305 81.8%
ARD Loans 22 15.1%
Fully Amortizing Loans 16 3.0%
</TABLE>
S-35
<PAGE>
DELINQUENCY STATUS.................... No Mortgage Loan was more than 30 days
delinquent in respect of any Scheduled
P&I Payment as of the Cut-off Date or
at any time during the twelve (12)
month period preceding the Cut-off
Date.
PREPAYMENT LOCK-OUT PERIODS........... A prepayment lock-out period is
currently in effect for all of the
Mortgage Loans. Set forth below is
information regarding the remaining
lock-out periods for the Mortgage
Loans:
<TABLE>
<CAPTION>
<S> <C>
Maximum Remaining Lock-out Period: 294 months
Minimum Remaining Lock-out Period: 26 months
Weighted Average Remaining Lock-out
Period: 113 months
</TABLE>
DEFEASANCE............................ Certain Mortgage Loans identified in
this Prospectus Supplement as
"Defeasance Loans" permit the related
Borrower, in general no earlier than
the second anniversary of the Closing
Date, to obtain a release of the
related Mortgaged Property (or, where
applicable, one or more of the related
Mortgaged Properties) from the lien of
the related mortgage or other security
instrument by delivering U.S. Treasury
obligations as substitute collateral.
<TABLE>
<CAPTION>
NUMBER OF % OF INITIAL
LOAN TYPE MORTGAGE LOANS POOL BALANCE
--------- -------------- ------------
<S> <C> <C>
Defeasance Loans 328* 93.5%*
Non-Defeasance Loans 12 4.9%
</TABLE>
-------------------
* Does not include three (3) Mortgage
Loans, representing 1.6% of the
Initial Pool Balance, as to which,
for most of the loan term, the
related Borrower is permitted, at
its option, to either prepay the
Mortgage Loan (with Prepayment
Consideration) or defease such
Mortgage Loan.
S-36
<PAGE>
RISK FACTORS
You should consider the following factors (as well as the factors set
forth under "Risk Factors" in the Prospectus) in deciding whether to purchase
the Offered Certificates of any Class.
The risks and uncertainties described below are not the only ones
relating to your Certificates. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair your
investment.
Any of the following risks, if realized, could materially and adversely
affect your investment.
RISKS RELATED TO THE OFFERED CERTIFICATES
The Offered Certificates are Supported by Limited Assets. If the assets
of the Trust are insufficient to make payments on your Certificates, no other
assets will be available to you for payment of the deficiency. See "--Risk
Factors--Limited Assets" in the Prospectus.
Risks Associated With Liquidity and Market Value. There is currently no
secondary market for the Offered Certificates. The Underwriters have informed
the Depositor that they intend to make a secondary market in the Offered
Certificates, but they are under no obligation to do so. There can be no
assurance that a secondary market for the Offered Certificates will develop.
Even if a secondary market does develop for the Offered Certificates, there is
no assurance that it will provide you with liquidity of investment or that the
market will continue for the life of the Offered Certificates. The Depositor
will not list the Offered Certificates on any securities exchange. Lack of
liquidity could result in a significant reduction in the market value of your
Certificates. In addition, the market value of your Certificates at any time may
be affected by many factors, including then prevailing interest rates and the
then perceived riskiness of commercial mortgage-backed securities relative to
other investments. See "Risk Factors--Limited Liquidity of Offered Certificates"
in the Prospectus.
Uncertain Yields to Maturity. The yield on your Certificates will
depend on (a) the price you paid for such Certificates and (b) the rate, timing
and amount of distributions on such Certificates. The rate, timing and amount of
distributions on your Certificates will, in turn, depend on:
o the Pass-Through Rate(s) for your Certificates;
o the rate and timing of payments and other collections of
principal on the Mortgage Loans;
o the rate and timing of defaults, and the severity of losses,
if any, on the Mortgage Loans;
o the rate, timing, severity and allocation of other shortfalls
and expenses that reduce amounts available for distribution
on your Certificates; and
o the collection and distribution of prepayment premiums and
yield maintenance charges with respect to the Mortgage Loans.
In general, these factors cannot be predicted with any certainty.
Accordingly, you may find it difficult to analyze the effect that such factors
might have on the yield to maturity of your Certificates. See "Description of
the Mortgage Pool", "Description of the Offered Certificates--Distributions" and
"--Allocation of Losses and Certain Other Shortfalls and Expenses" and "Yield
and Maturity Considerations" in this Prospectus Supplement. See also "Yield and
Maturity Considerations" in the Prospectus.
S-37
<PAGE>
Risks Related to the Rate of Prepayment. The investment performance of
your Certificates may vary materially and adversely from your expectations due
to the rate of prepayments and other unscheduled collections of principal on the
Mortgage Loans being faster or slower than you anticipated. The actual yield to
you, as a Holder of an Offered Certificate, may not be equal to the yield you
anticipated at the time of your purchase, and the total return on investment
that you expected may not be realized. In deciding whether to purchase any
Offered Certificates, you should make an independent decision as to the
appropriate prepayment assumptions to be used.
If you purchase your Certificates at a premium, and if payments and
other collections of principal on the Mortgage Loans occur at a rate faster than
you anticipated at the time of your purchase, then your actual yield to maturity
may be lower than you had assumed at the time of your purchase. Conversely, if
you purchase your Certificates at a discount, and if payments and other
collections of principal on the Mortgage Loans occur at a rate slower than you
anticipated at the time of your purchase, then your actual yield to maturity may
be lower than you had assumed at the time of your purchase. You should consider
that prepayment premiums and yield maintenance charges, even if available and
distributable in respect of your Certificates, may not be sufficient to offset
fully any loss in yield on your Certificates.
If you purchase Class S Certificates, your yield to maturity will be
highly sensitive to the rate and timing of principal payments and losses on the
Mortgage Loans. Prior to investing in the Class S Certificates, you should fully
consider the associated risks, including the risk that an extremely rapid rate
of amortization, prepayment or other liquidation of the Mortgage Loans could
result in your failure to recoup fully your initial investment. The ratings on
the Class S Certificates do not address whether a purchaser of such Certificates
would be able to recover its initial investment therein.
The yield on the Offered Certificates (other than the Class A-1A
Certificates) could also be adversely affected if Mortgage Loans with higher
Mortgage Rates pay principal faster than the Mortgage Loans with lower Mortgage
rates, because those Classes bear interest at Pass-Through Rates based upon or
limited by the weighted average of the certain net interest rates derived from
the Mortgage Loans.
See "Yield and Maturity Considerations" in this Prospectus Supplement
and in the Prospectus. See also "Risk Factors--Effect of Prepayments on Yield of
Certificates" in the Prospectus.
Risks Associated with Borrower Defaults; Delinquencies and Defaults by
Borrowers May Delay Payments to You. The rate and timing of delinquencies and
defaults on the Mortgage Loans will affect the amount of distributions on your
Certificates, the yield to maturity of your Certificates, the rate of principal
payments on your Certificates and the weighted average life of your
Certificates. Delinquencies on the Mortgage Loans, unless covered by P&I
Advances, may result in shortfalls in distributions of interest and/or principal
on your Certificates for the current month. In addition, even if a P&I Advance
is made, the Master Servicer will have the right to receive interest on Advances
prior to the rights of Certificateholders to receive distributions on the
Certificates. Therefore, the accrual of such interest may result in shortfalls
in distributions of interest and/or principal on your Certificates. Also, with
respect to each Mortgage Loan serviced by the Special Servicer, the Special
Servicer will receive certain compensation to which the Special Servicer is
entitled prior to the rights of Certificateholders to receive distributions on
the Certificates. Consequently, it is possible that the payment of such
compensation may result in shortfalls in distributions of interest and/or
principal on your Certificates. Even if any such shortfalls are made up on
future Distribution Dates, no interest would accrue on such shortfalls. Thus,
any such shortfalls would adversely affect the yield to maturity of your
Certificates.
If you calculate the anticipated yield to maturity for your
Certificates based on an assumed rate of default and amount of losses on the
Mortgage Loans that is lower than the default rate and amount of losses actually
experienced and such additional losses result in a reduction of the aggregate
distributions on or the aggregate Certificate Principal Balance or Certificate
Notional Amount of your Certificates, your actual yield to maturity will be
lower than you calculated and could, under certain scenarios, be negative. The
timing of any loss on a liquidated Mortgage Loan that results in a reduction of
the aggregate distributions on or the aggregate Certificate Principal Balance
or Certificate Notional Amount of your Certificates will also affect the actual
yield to maturity of your Certificates, even if the rate of defaults and
severity
S-38
<PAGE>
of losses are consistent with your expectations. In general, the earlier your
loss occurs, the greater the negative effect on your yield to maturity.
Even if losses on the Mortgage Loans do not result in a reduction of
the aggregate distributions on or the aggregate Certificate Principal Balance or
Certificate Notional Amount of your Certificates, such losses may still affect
the timing of distributions on (and, accordingly, the weighted average life and
yield to maturity of) your Certificates. See "Yield and Maturity Considerations"
in this Prospectus Supplement.
Also, if:
o the Special Servicer agrees to extend the maturity of a
Mortgage Loan due to the Borrower's inability to pay in full
when due, or
o the related Borrower does not repay a Mortgage Loan with a
hyperamortization feature by its Anticipated Repayment Date,
then the weighted average life of your Certificates will increase and the yield
to maturity of your Certificates may decrease.
Potential Conflicts of Interest. An affiliate of the Master Servicer
has extended a revolving credit facility to the real estate investment trust
("REIT") that controls the Borrower under the Mortgage Loan secured by Oakwood
Plaza and the collateral for such credit facility includes, among other things,
a pledge of such REIT's equity interest in such Borrower. An affiliate of GECA
and the Master Servicer holds subordinate debt of the Borrower under the
Mortgage Loan secured by the Welshwood Apartments, which subordinate debt is
subject to a subordination and standstill agreement. In addition, certain of the
Mortgage Loans may constitute refinancings of indebtedness previously held by
affiliates of the Mortgage Loan Sellers. Affiliates of the Master Servicer and
Special Servicer may have, in the future, additional financial relationships
with the Borrowers and their affiliates.
An affiliate of the Master Servicer is purchasing the Class B-3 and
Class B-4 Certificates. The Special Servicer or any of its affiliates may
acquire Private Certificates. In addition, the Holders of Certificates
representing a majority interest in the Controlling Class may replace the
Special Servicer. See "Servicing of the Mortgage Loans--Replacement of the
Special Servicer" in this Prospectus Supplement.
The Master Servicer and the Special Servicer each will be obligated to
observe the terms of the Pooling Agreement and will be governed by the servicing
standard described in this Prospectus Supplement. However, either such party
may, especially if it or an affiliate is a Certificateholder, or has financial
interests in or other financial dealings with the related Borrower, have
interests when dealing with Mortgage Loans that are in conflict with those of
Holders of the Offered Certificates. For instance, a Special Servicer that is a
Certificateholder could seek to mitigate the potential for loss to its Class
from a troubled Mortgage Loan by deferring enforcement in the hope of maximizing
future proceeds. However, such action could result in less proceeds to the Trust
than would have been realized if earlier action had been taken. In general,
neither the Master Servicer nor the Special Servicer is required to act in a
manner more favorable to the Offered Certificates or any particular Class
thereof than to the Private Certificates.
In addition, the Master Servicer and the Special Servicer each services
(and will, in the future, service) existing and new loans for third parties,
including portfolios of loans similar to the Mortgage Loans, in the ordinary
course of its business. The properties securing these mortgage loans may be in
the same markets as certain of the Mortgaged Properties. Consequently, personnel
of the Master Servicer and Special Servicer may perform services, on behalf of
the Trust, with respect to the Mortgage Loans at the same time as they are
performing services, on behalf of other persons, with respect to other mortgage
loans secured by properties that compete with the Mortgaged Properties. This may
pose inherent conflicts for the Master Servicer or Special Servicer.
S-39
<PAGE>
Certain Rights to Payment that are Senior to Distributions on the
Certificates. The Master Servicer, the Special Servicer and the Trustee are each
entitled to receive out of payments on or proceeds of specific Mortgage Loans
(or, in some cases, out of general collections on the Mortgage Pool) certain
payments or reimbursements for or in respect of compensation, Advances (with
interest thereon) and indemnities, prior to distributions on the Certificates.
In particular, Advances are intended to provide liquidity not credit support,
and the advancing party is entitled to be reimbursed for its Advances, together
with interest thereon to offset its cost of funds.
ERISA Considerations. The regulations that govern pension and other
employee benefit plans subject to ERISA and plans and other retirement
arrangements subject to Section 4975(c) of the Code are complex. Accordingly, if
you are using the assets of such plans or arrangements to acquire Offered
Certificates, you are urged to consult legal counsel regarding consequences
under ERISA and the Code of the acquisition, ownership and disposition of
Offered Certificates. In particular, the purchase or holding of the Class A-2,
Class A-3, Class A-4, Class B-1 and Class B-2 Certificates by any such plan or
arrangement may result in a prohibited transaction or the imposition of excise
taxes or civil penalties. As a result, such Certificates should not be acquired
by, on behalf of, or with assets of any such plan or arrangement, unless the
purchase and continued holding of any such Certificate or interest therein is
exempt from the prohibited transaction provisions of Section 406 of ERISA and
Section 4975 of the Code under Sections I and III of Prohibited Transaction
Class Exemption ("PTCE") 95-60. Sections I and III of PTCE 95-60 provide an
exemption from the prohibited transaction rules for certain transactions
involving an insurance company general account. See "Certain ERISA
Considerations" in this Prospectus Supplement and "ERISA Considerations" in the
Prospectus.
Risk of Year 2000. The transition from the year 1999 to the year 2000
may disrupt the ability of computerized systems to process information. The
collection of payments on the Mortgage Loans, the servicing of the Mortgage
Loans and the distributions on your Certificates are highly dependent upon
computer systems of the Master Servicer, the Special Servicer, the Trustee, the
Borrowers, DTC and other third parties.
Each of the Trustee and the Special Servicer has advised the Depositor
that it is currently modifying its computer systems and applications and expects
that it will be year 2000 capable prior to December 31, 1999. Each of the
Trustee and the Special Servicer has also advised the Depositor that it is
assessing the year 2000 capability of key vendors and subcontractors to
determine whether key processes and business activity will be interrupted. To
the extent that the computer systems of the Trustee or the Special Servicer rely
on the computer systems of other companies, there can be no assurance that such
other computer systems will be year 2000 capable or (even if they are year 2000
capable) that they will be compatible with the computer systems of the Trustee
or the Special Servicer, as the case may be. The Master Servicer has advised the
Depositor that, with respect to those computer systems identified as being
mission critical for the performance of its servicing function described in this
Prospectus Supplement, it is committed to either (i) modifying its respective
existing systems to the extent required to cause them to be year 2000 capable,
or (ii) acquiring new and/or upgraded computer systems that are year 2000
capable, in each case prior to December 31, 1999. The Master Servicer, the
Special Servicer and the Trustee consider their products and services to be
"year 2000 capable" if the product or service will be capable of accurately
processing, providing and receiving date data from, into and between the
twentieth and twenty-first centuries, and will correctly create, store, process
and output information related to or including dates on or after December 31,
1999 as a result of the changing of the date from 1999 to 2000, including leap
year calculations, when used for the purpose for which it was intended, assuming
that all other products, including hardware and software, when used in
combination with the product or service, properly exchange date data. However,
neither the Depositor nor any Underwriter has made any independent
investigation of the computer systems of the Master Servicer, the Special
Servicer or the Trustee. In the event that the computer systems of the Master
Servicer, the Special Servicer or the Trustee are not fully year 2000 capable,
or to the extent its computer systems depend on other companies' computer
systems that are not year 2000 capable or are incompatible with its systems,
the resulting disruptions in the collection or distribution of receipts on the
Mortgage Loans could materially adversely affect the Certificateholders.
S-40
<PAGE>
DTC has informed members of the financial community that it has
developed and is implementing a program so that its systems, as the same relate
to the timely payment of distributions (including principal and interest
payments) to securityholders, book-entry deliveries, and settlement of trades
within DTC, continue to function appropriately on and after January 1, 2000.
This program includes a technical assessment and a remediation plan, each of
which is complete. Additionally, DTC's plan includes a testing phase, which is
expected to be completed within appropriate timeframes.
However, DTC's ability to perform properly its services is also
dependent upon other parties, including, but not limited to, its participating
organizations (through which Certificateholders will hold their Offered
Certificates), as well as the computer systems of third-party service providers.
DTC has informed the financial community that it is contacting (and will
continue to contact) third-party vendors from whom DTC acquires services to: (i)
impress upon them the importance of such services being year 2000 compliant and
(ii) determine the extent of their efforts with respect to remediation of year
2000 problems with (and, as appropriate, testing of) their services. In
addition, DTC has stated that it is in the process of developing such
contingency plans as it deems appropriate.
If problems associated with the year 2000 issue were to occur with
respect to DTC and the services described above, distributions to
Certificateholders could be delayed or otherwise adversely affected.
RISKS RELATED TO THE MORTGAGE LOANS
Repayment of the Mortgage Loans Depends on the Operation of the
Mortgaged Properties. The Mortgage Loans are secured by first mortgage liens on
fee and/or leasehold interests in the following types of real property:
o Retail
o Multifamily Rental
o Office
o Hospitality
o Manufactured Housing Community
o Mixed-Use
o Self Storage
o Industrial
o Independent/Assisted Living
o Healthcare
Lending on the types of multifamily rental and commercial properties
listed above is generally perceived as involving greater risk than lending on
the security of single-family residential properties. This is because
multifamily rental and commercial real estate lending involves larger loans, and
repayment is dependent upon the successful operation of the related real estate
project.
The following factors, among others, will affect the ability of a
Mortgaged Property to generate net operating income:
o the age, design and construction quality of the property;
o perceptions regarding the safety, convenience and
attractiveness of the property;
o the proximity and attractiveness of competing properties;
o new construction of competing properties;
o the adequacy of the property's management and maintenance;
o national, regional or local economic conditions (including
plant closings, industry slowdowns and unemployment rates);
o local real estate conditions (including an increase in or
oversupply of comparable commercial or residential space);
S-41
<PAGE>
o demographic factors;
o customer tastes and preferences; and
o retroactive changes in building codes.
Particular factors that may adversely affect the ability of a Mortgaged
Property to generate net operating income include:
o an increase in operating expenses;
o an increase in the capital expenditures needed to maintain
the property or make improvements;
o a decline in the financial condition of a major tenant
(in particular, a sole tenant or anchor tenant);
o an increase in vacancy rates; and
o a decline in rental rates as leases are renewed or replaced.
The volatility of net operating income generated by a Mortgaged
Property over time will be influenced by many of the foregoing factors, as well
as by:
o the length of tenant leases;
o the creditworthiness of tenants;
o the rental rates at which leases are renewed or replaced;
o the percentage of total property expenses in relation to
revenue;
o the ratio of fixed operating expenses to those that vary with
revenues; and
o the level of capital expenditures required to maintain the
property and to maintain or replace tenants.
Therefore, Mortgaged Properties with short-term or less creditworthy sources of
revenue and/or relatively high operating costs, such as those operated as
hospitality and self-storage properties, can be expected to have more volatile
cash flows than Mortgaged Properties with medium- to long-term leases from
creditworthy tenants and/or relatively low operating costs. A decline in the
real estate market will tend to have a more immediate effect on the net
operating income of Mortgaged Properties with short-term revenue sources and may
lead to higher rates of delinquency or defaults.
Issues Involving Single-Tenant Mortgage Loans. In the case of thirteen
(13) Mortgage Loans, representing 1.6% of the Initial Pool Balance, the related
Borrower has leased the related Mortgaged Property entirely to a single tenant
(each such Mortgaged Property, a "Single-Tenant Mortgaged Property" and each
such Mortgage Loan, a "Single-Tenant Mortgage Loan").
The underwriting of a Single-Tenant Mortgage Loan is often based
primarily upon the monthly rental payments due from the tenant under the lease
of the related Mortgaged Property. Where the primary lease term expires before
the scheduled maturity date (or Anticipated Repayment Date, where applicable) of
a Single-Tenant Mortgage Loan, the related Originator considered the incentives
for the tenant to re-lease the premises and the anticipated rental value of the
premises at the end of the primary lease term. If, however, the current tenant
does not renew its lease on comparable economic terms to the expired lease, or
if a suitable replacement tenant does not enter into a new lease on similar
economic terms, there could be a negative impact on the payments on the related
Mortgage Loan.
Each lease encumbering a Single-Tenant Mortgaged Property generally
requires the related tenant to pay all real property taxes and assessments
levied or assessed against such Mortgaged Property and all charges for utility
services, insurance and other operating expenses incurred in connection with
operating such Mortgaged Property. Generally, the tenants under such leases are
required, at their expense, to maintain the related Single-Tenant Mortgaged
Properties in good order and repair.
S-42
<PAGE>
Tenant Concentration Entails Risk. In those cases where a Mortgaged
Property is leased to a single tenant or is primarily leased to one or a small
number of major tenants, a deterioration in the financial condition or a change
in the plan of operations of any such tenant can have particularly significant
effects on the net cash flow generated by such Mortgaged Property. If any such
tenant defaults under or fails to renew its lease, the resulting adverse
financial effect on the operation of such Mortgaged Property will be
substantially more severe than would be the case with respect to a property
occupied by a large number of less significant tenants.
Any Mortgaged Property operated for retail, office or industrial
purposes also may be adversely affected by a decline in a particular business or
industry if a concentration of tenants at the property is engaged in that
business or industry.
Tenant Bankruptcy Entails Special Risks. The bankruptcy or insolvency
of a major tenant, or a number of smaller tenants, at any particular Mortgaged
Property may adversely affect the income produced by such property. Under the
federal Bankruptcy Code, a tenant has the option of assuming or rejecting any
unexpired lease. If the tenant rejects the lease, the landlord's claim for
breach of the lease would be a general unsecured claim against the tenant
(absent collateral securing the claim). The claim would be limited to the unpaid
rent reserved under the lease for the periods prior to the bankruptcy petition
(or earlier surrender of the leased premises) which are unrelated to the
rejection, plus the greater of one year's rent or 15% of the remaining reserved
rent (but not more than three years' rent).
Certain Additional Risks Relating to Tenants. The Mortgaged Properties
will be affected by the ability of the respective Borrowers to renew leases or
relet space on comparable terms when existing leases expire and/or become
defaulted. Most of the Mortgaged Properties are in whole or in part occupied
under leases that expire during the respective terms of the related Mortgage
Loans. Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions in the case of
Mortgaged Properties operated for retail, office or industrial purposes, can be
substantial and could reduce cash flow from the Mortgaged Properties. Moreover,
if a tenant at any Mortgaged Property defaults in its lease obligations, the
Borrower may incur substantial costs and experience significant delays
associated with enforcing its rights and protecting its investment, including
costs incurred in renovating and reletting the property.
If a Mortgaged Property has multiple tenants, re-leasing expenditures
may be more frequent than in the case of a Mortgaged Property with fewer
tenants, thereby reducing the cash flow available for payments on the related
Mortgage Loan. Multi-tenanted Mortgaged Properties may also experience higher
continuing vacancy rates and greater volatility in rental income and expenses.
In certain cases, the lease of a major or anchor tenant at a multi-tenanted
Mortgaged Property expires prior to the maturity date of the related Mortgage
Loan.
In addition, certain of the Mortgage Loans grant the tenants under
certain of the leases the right to purchase a portion of the related Mortgaged
Property at amounts which may be less than the portion of the principal balance
of the applicable loan that one might allocate to such portion of such Mortgaged
Property. This could make such Mortgaged Property more difficult to sell after
foreclosure and could result in a larger loss than would otherwise be incurred.
Property Value May Be Adversely Affected Even When Current Operating
Income Is Not. Various factors may affect the value of the Mortgaged Properties
without affecting their current net operating income, including:
o changes in interest rates;
o the availability of refinancing sources;
o changes in governmental regulations or fiscal policy;
o changes in zoning or tax laws; and
o potential environmental or other legal liabilities.
S-43
<PAGE>
Property Management May Affect Property Value. The operation of a
Mortgaged Property will depend upon the property manager's performance and
viability. The property manager generally is responsible for the following:
o responding to changes in the local market;
o planning and implementing the rental structure;
o operating the property and providing building services;
o managing operating expenses; and
o ensuring that maintenance and capital improvements are
carried out in a timely fashion.
Mortgaged Properties that derive revenues primarily from short-term
rental commitments, such as hospitality or self-storage properties, generally
require more intensive management than properties leased to tenants under
long-term leases.
By controlling costs, providing appropriate and efficient services to
tenants and maintaining improvements in good condition, a property manager can
maintain or improve occupancy rates, business and cash flow, reduce operating
and repair costs and preserve building value. On the other hand, management
errors can, in some cases, impair the long term viability of a Mortgaged
Property. See the table entitled "Managers and Locations of the Mortgaged
Properties" on Exhibit A-1 to this Prospectus Supplement for the names of the
various property managers.
Factors Affecting the Operation of Retail Properties. Seventy-eight
(78) Mortgage Loans, representing 35.6% of the Initial Pool Balance, are secured
by retail properties at which businesses offer consumer goods, other products
and various entertainment, recreational or personal services (such Mortgaged
Properties, the "Retail Properties").
The Retail Properties consist of--
o neighborhood shopping centers;
o strip shopping centers;
o power centers; and
o individual stores and businesses.
A variety of stores and businesses are located at the Retail
Properties, including--
o department stores;
o grocery stores;
o convenience stores;
o restaurants;
o discount stores;
o drug stores;
o electronics stores;
o automotive parts supply stores;
o automotive repair stores;
o hardware and home improvement stores;
o fitness centers;
o banks;
o specialty shops;
o gasoline stations;
o movie theaters;
o salons; and
o dry cleaners.
S-44
<PAGE>
The value and operation of a Retail Property depend on (among other
things) the qualities and success of its tenants. The success of tenants
generally at a Retail Property will be affected by a number of factors,
including--
o competition from other retail properties;
o perceptions regarding the safety, convenience and
attractiveness of the property;
o demographics of the surrounding area;
o the strength and stability of the local, regional and
national economies;
o traffic patterns and access to major thoroughfares;
o availability of parking;
o the particular mixture of the goods and services offered
at the property;
o customer tastes, preferences and spending patterns; and
o the drawing power of other tenants (some tenants may have
clauses in their leases that permit them to cease operations
at the property if certain other stores are not operated at
the property).
A Retail Property generally must compete with comparable properties for
tenants. Such competition is generally based on--
o rent (the owner of a Retail Property may be required to offer
a potential tenant a "free rent" or "reduced rent" period);
o tenant improvements (the owner of a Retail Property may at
its own expense significantly renovate and/or adapt space
at the property to meet a particular tenant's needs); and
o the age and location of the property.
Issues Involving Anchor Tenants. The presence or absence of an "anchor
tenant" in a retail center can be important, because anchor tenants play a key
role in generating customer traffic and making the center desirable for other
tenants. An "anchor tenant" is, in general, a retail tenant whose space is
substantially larger in size than that of other tenants at the same retail
center and whose operation is vital in attracting customers to the property. The
Depositor considers many of the Retail Properties to be "anchored", although in
some cases the premises occupied by the "anchor tenant" is not part of the
security for the particular Mortgage Loan (in particular, in cases where the
"anchor tenant" owns the space it occupies). In such cases, to the extent the
Borrower does not control the space occupied by the "anchor tenant", the
Borrower may not be able to take actions with respect to such space that it
otherwise typically would, such as granting concessions to retain an "anchor
tenant" or removing an ineffective "anchor tenant". In addition, in the case of
certain Retail Properties, an "anchor tenant" has ceased (or may in the future
cease) to operate at the property (thereby leaving its space unoccupied even
though it continues to own or pay rent on the vacant space). If an "anchor
tenant" ceases operations at a Retail Property, certain other tenants of such
property may be entitled by the terms of their leases to either terminate such
leases prior to the scheduled termination date for the related lease or to pay
rent at a reduced rate for the remaining term of the related lease.
Various factors will adversely affect the economic performance of an
"anchored" Retail Property, including:
o an anchor tenant's failure to renew its lease;
o termination of an anchor tenant's lease;
o the bankruptcy or economic decline of an anchor tenant or a
self-owned anchor;
o the cessation of the business of a self-owned anchor or of an
anchor tenant (notwithstanding its continued payment of
rent); or
o a loss of an anchor tenant's ability to attract shoppers.
S-45
<PAGE>
New Forms of Competition. The Retail Properties may also face
competition from sources outside a given real estate market or with lower
operating costs. For example, all of the following compete with more traditional
department stores and specialty shops for consumer dollars:
o factory outlet centers;
o discount shopping centers and clubs;
o catalogue retailers;
o television shopping networks and programs;
o internet web sites; and
o telemarketing.
See "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure
and Loss of the Mortgage Loans--Risks Particular to Retail Sales and Service
Properties" in the Prospectus.
Factors Affecting the Operation of Multifamily Rental Properties. One
hundred forty (140) Mortgage Loans, representing 34.3% of the Initial Pool
Balance, are secured by multifamily rental apartment buildings (such Mortgaged
Properties, the "Multifamily Rental Properties"). Factors that will affect the
value and operation of a Multifamily Rental Property include:
o the physical attributes of the apartment building
(e.g., its age, appearance, amenities and construction
quality);
o the location of the property;
o the characteristics of the surrounding neighborhood (which
may change over time);
o the ability of management to provide adequate maintenance
and insurance;
o the property's reputation;
o the level of mortgage interest rates (which may encourage
tenants to purchase rather than lease housing);
o the presence of competing properties;
o the tenant mix (e.g., the tenant population may be heavily
dependent on workers from a particular business, personnel
from a local military base or may be predominantly students);
o adverse local, regional or national economic conditions
(which may limit the amount that may be charged and may
result in a reduction in timely rent payments or a reduction
in occupancy levels);
o state and local regulations (which may affect the building
owner's ability to increase rent to the market rent for an
equivalent apartment);
o the extent to which the property is subject to land use
restrictive covenants or contractual covenants that require
that units be rented to low income tenants; and
o the extent to which the cost of operating a Multifamily
Rental Property, including the cost of utilities and the
cost of required capital expenditures, may increase.
Effects of State and Local Regulations. Certain states where the
Multifamily Rental Properties are located regulate the relationship between
owner and tenants and require a written lease, good cause for eviction,
disclosure of fees and notification to residents of changed land use. Certain
states where the Multifamily Rental Properties are located also prohibit
retaliatory evictions, limit the reasons for which a landlord may terminate a
tenancy, limit the reasons for which a landlord may increase rent and prohibit a
landlord from terminating a tenancy solely because the building has been sold.
In addition, numerous counties and municipalities impose rent control
regulations on apartment buildings and others may impose such restrictions in
the future. These regulations may limit rent increases to fixed percentages, to
percentages of increases in the consumer price index, to increases set or
approved by a governmental agency, or to increases determined through mediation
or binding arbitration. In many cases, the rent control laws do not permit
vacancy decontrol. Any limitations on a Borrower's ability to raise property
rents may impair such Borrower's ability to repay its Mortgage Loan from its net
operating income or the proceeds of a sale or refinancing of the related
Multifamily Rental Property.
S-46
<PAGE>
Moderate- and Low-Income Tenants. Some of the Multifamily Rental
Properties are subject to land use restrictive covenants or contractual
covenants in favor of federal or state housing agencies. These covenants
generally require that a minimum number or percentage of units be rented to
tenants who have incomes that are substantially lower than median incomes in the
area or region. Such covenants may limit the potential rental rates that may
govern rentals at a Multifamily Rental Property, the potential tenant base for
the property or both.
Ten (10) Mortgage Loans, representing 3.8% of the Initial Pool Balance,
are secured by Multifamily Rental Properties that are eligible for low income
rent subsidies from the United States Department of Housing and Urban
Development ("HUD") under its "Section 8" program ("Section 8"). The payment of
such rent subsidies to a particular project owner is made pursuant to a Housing
Assistance Payment contract (a "HAP Contract") between HUD and the owner of the
project or a local public housing authority. Upon expiration of a HAP Contract,
the rental subsidies terminate, thereby eliminating a source of funds for the
related Borrower to make payments under its Mortgage Loan.
See "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure
and Loss of the Mortgage Loans--Risks Particular to Multifamily Rental
Properties" in the Prospectus.
Factors Affecting the Operation of Office Properties. Forty-two (42)
Mortgage Loans, representing 11.7% of the Initial Pool Balance, are secured by
office properties (such Mortgaged Properties, the "Office Properties"). A number
of factors will affect the value and operation of an Office Property, including:
o adverse changes in population, patterns of telecommuting and
sharing office space, and employment growth (all of which
affect demand for office space);
o the number and quality of tenants in the building;
o the physical attributes of the building in relation to
competing buildings;
o access to transportation;
o the strength and stability of the local, regional and
national economies;
o the availability of tax benefits;
o the desirability of the location of the building;
o changes in zoning laws; and
o the cost of refitting office space for a new tenant (which is
often significantly higher than the cost of refitting other
types of properties for new tenants).
See "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure
and Loss of the Mortgage Loans--Risks Particular to Office Properties" in the
Prospectus.
Factors Affecting the Repayment of Mortgage Loans Secured by
Condominium Properties. Certain of the Mortgage Loans are secured by the related
Borrower's ownership interest in all or a majority of the units/space in a
residential or commercial condominium project and the related voting rights in
the owners' association for such project. The affected Mortgaged Properties
include, among others, Telshor Tower Plaza Shopping Center, Territorial Village
Shopping Center, Fox Run Shopping Center and Crystal Springs Apartments. In most
cases, the holder of the related Mortgage Loan has a controlling vote in the
owners' association. Due to the nature of condominiums and each Borrower's
ownership interest in the related properties, a default on any such Mortgage
Loan will not allow the holder of the Mortgage Loan the same flexibility in
realizing upon the Mortgaged Property as is generally available with respect to
Mortgaged Properties that are not condominiums. The rights of other unit owners,
certain restrictive covenants with respect to the properties, the governing
documents of the owners' association and the state and local laws applicable to
condominiums must be considered and respected. Consequently, servicing and
realizing upon the collateral of such Mortgage Loans could subject the Trust to
greater delay, expense and risk than a loan secured by a Mortgaged Property that
is not a condominium.
S-47
<PAGE>
Some of the Mortgaged Properties May Not Be Readily Convertible to
Alternative Uses. Some of the Mortgaged Properties (in particular, those
operated as manufactured housing communities or those operated for industrial
purposes) may not be converted to alternative uses without substantial capital
expenditures. If a Mortgaged Property is not readily adaptable to other uses,
its liquidation value may be substantially less than would otherwise be the
case.
Risks Associated with Related Parties. Certain groups of Borrowers
under the Mortgage Loans are under common control. Several groups of Mortgage
Loans (which are neither cross-collateralized nor the allocable portions of the
indebtedness evidenced by a single note), are made to the same Borrower or have
related Borrowers that are directly or indirectly affiliated with one another.
The following table identifies and sets forth Cut-off Date Balances for the
groups of Mortgage Loans (all of which are Portfolio Loans) that represent more
than 2.0% or more of the Initial Pool Balance which are made to the same
Borrower or to related or affiliated Borrowers.
% OF INITIAL
RELATED PARTY MORTGAGE LOANS CUT-OFF DATE BALANCE POOL BALANCE
- ---------------------------- -------------------- ------------
The Fifteen Southeast Realty Loans $58,000,000 3.7%
The Alliance Loans/Hidden Oaks Apts. $51,261,293 3.3%
The Stone Fort Loans $36,135,000 2.3%
In addition, certain tenants lease space at more than one Mortgaged
Property, and certain tenants are related to or affiliated with a Borrower. See
Exhibit A-1 to this Prospectus Supplement for a list of the 3 most significant
tenants at each of the Office Properties, the Retail Properties and the
Mortgaged Properties used for industrial purposes.
The bankruptcy or insolvency of, or other financial problems with
respect to, any Borrower or tenant that is (directly or through affiliation)
associated with multiple Mortgaged Properties could have an adverse effect on
the operation of all of the related Mortgaged Properties and on the ability of
such related Mortgaged Properties to produce sufficient cash flow to make
required payments on the related Mortgage Loans. For example, if a Borrower that
owns or controls several real properties (whether or not all of them secure
Mortgage Loans in the Mortgage Pool) experiences financial difficulty at one
such property, it could defer maintenance at another such property, which may be
a Mortgaged Property, in order to satisfy current expenses with respect to the
first such property. The Borrower could also attempt to avert foreclosure by
filing a bankruptcy petition that might have the effect of interrupting debt
service payments on the related Mortgage Loans (subject to the Master Servicer's
obligations to make P&I Advances) for an indefinite period. In addition,
multiple Mortgaged Properties owned by the same Borrower or related Borrowers
are likely to have common management, thereby increasing the risk that financial
or other difficulties experienced by the property manager could have a greater
impact on the Mortgage Pool.
The terms of many of the Mortgage Loans require that the Borrowers be
single-purpose entities. In most cases, such Borrowers' organizational documents
or the terms of the Mortgage Loans limit their activities to the ownership of
only the related Mortgaged Property or Properties and limit the Borrowers'
ability to incur additional indebtedness. Such provisions are designed to
mitigate the possibility that the Borrower's financial conditions would be
adversely impacted by factors unrelated to the Mortgaged Property and the
Mortgage Loan in the pool. However, the Depositor cannot assure you that such
Borrowers will comply with such requirements. Furthermore, in many cases such
Borrowers are not required to observe all covenants and conditions which
typically are required in order for such Borrowers to be viewed under standard
rating agency criteria as "special purpose entities". In the case of the
Mortgage Loan secured by the Embarcadero Corporate Center Property, such
property is held by multiple Borrowers as tenants-in-common and the terms of the
related Mortgage Loan requires such Borrowers to transfer ownership of such
property to a single, bankruptcy remote entity on or before May 5, 2000. See
"Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the Prospectus.
S-48
<PAGE>
Loan Concentration Entails Risk. In general, the inclusion in a
mortgage pool of one or more Mortgage Loans that have outstanding principal
balances that are substantially larger than the other Mortgage Loans in the pool
can result in losses that are more severe, relative to the size of the pool,
than would be the case if the aggregate balance of such pool were distributed
more evenly. Without regard to the cross-collateralization of the Portfolio
Loans, the average Cut-off Date Balance of the Mortgage Loans is $4,520,203.
Presenting each group of cross-collateralized Portfolio Loans as a single
Mortgage Loan, the average Loan Group Cut-off Date Balance of the Mortgage Loans
is $5,309,690. Several of the individual Mortgage Loans have Cut-off Date
Balances, and several of the groups of cross-collateralized Portfolio Loans have
aggregate Cut-off Date Balances, that are substantially higher than such average
Cut-off Date Balance or Loan Group Cut-off Date Balance. The following table
sets forth Cut-off Date Balances for the five largest individual Mortgage Loans
and groups of cross-collateralized Mortgage Loans.
CUT-OFF DATE BALANCES AND CONCENTRATION OF MORTGAGE LOANS
INDIVIDUAL MORTGAGE LOAN % OF INITIAL
OR GROUP OF MORTGAGE LOANS CUT-OFF DATE BALANCE POOL BALANCE
- -------------------------- -------------------- ------------
The Oakwood Plaza Loan $67,944,452 4.4%
The Fifteen Southeast Realty Loans $58,000,000 3.7%
The Herald Center Loan $49,975,508 3.2%
The Alliance Loans $45,964,360 3.0%
The Stone Fort Loans $36,135,000 2.3%
Basis of Presentation Affects Certain Information. As described above,
where a single mortgage note is secured by two or more Mortgaged Properties
which are geographically diverse, this Prospectus Supplement generally reflects
an allocation of such indebtedness among those Mortgaged Properties and presents
each allocated portion as if it were an individual Mortgage Loan secured by the
Mortgaged Property for which the allocation was made. Where multiple mortgage
notes are cross-collateralized and cross-defaulted, this Prospectus Supplement
generally presents the individual Mortgage Loans without regard to the
cross-collateralization or cross-default provisions. The basis of presentation
described above affects the information set forth in this Prospectus Supplement.
For example, under such basis of presentation, the average Cut-off Date Balance
of the Mortgage Loans is $4,520,203. However, when each group of
cross-collateralized Portfolio Loans is presented as a single Mortgage Loan, the
average Loan Group Cut-off Date Balance of the Mortgage Loans is $5,309,690. In
addition, in the case of some such groups of Portfolio Loans, the information
presented in this Prospectus Supplement with respect to each related Mortgaged
Property (such as the Underwritten Debt Service Coverage Ratio, the Cut-off Date
Loan-to-Value Ratio and the Maturity/ARD Loan-to-Value Ratio) reflects the
aggregation and allocation of the characteristics of all Mortgaged Properties in
the group relative to the aggregate indebtedness, rather than the information
related to that specific Mortgaged Property. See the notes to the tables set
forth in Exhibit A-1 to this Prospectus Supplement for an identification of each
group of Portfolio Loans that together represent a single indebtedness evidenced
by a single note or form a group of cross-collateralized and cross-defaulted
Portfolio Loans.
Geographic Concentration Entails Risks. A concentration of Mortgaged
Properties in a particular locale, state or region increases the exposure of the
Mortgage Pool to various factors including:
o any adverse economic developments that occur in the locale,
state or region where such Mortgaged Properties are located;
o changes in the real estate market where such Mortgaged
Properties are located;
o changes in governmental rules and fiscal policies in the
governmental jurisdiction where such Mortgaged Properties
are located; and
o acts of nature, including floods, tornadoes and earthquakes
in the areas where such Mortgaged Properties are located.
S-49
<PAGE>
The Mortgaged Properties are located in 39 states and the District of
Columbia. The Mortgaged Properties located in each of the following states
secure Mortgage Loans (or allocated portions thereof) that represent 3.8% or
more of the Initial Pool Balance:
TOTAL CUT-OFF DATE BALANCE
OF MORTGAGE LOANS
(OR ALLOCATED PORTIONS THEREOF) % OF INITIAL
STATE SECURED BY MORTGAGED PROPERTIES IN STATE POOL BALANCE
- ----- ---------------------------------------- ------------
California $283,469,521 18.3%
Texas $260,360,163 16.8%
Florida $201,145,736 13.0%
Colorado $65,155,027 4.2%
New York $58,408,212 3.8%
Risk of Changes in Mortgage Pool Composition. The Mortgage Loans
amortize at different rates and, to some extent, mature on different dates. In
addition, certain Mortgage Loans may be prepaid or liquidated. As a result of
the foregoing, the relative composition of the Mortgage Pool will change over
time.
If you purchase Certificates with a Pass-Through Rate that is equal to
or calculated based upon a weighted average of interest rates on the Mortgage
Loans, your Pass-Through Rate will be affected (and may decline) as the relative
composition of the Mortgage Pool changes.
In addition, as payments and other collections of principal are
received with respect to the Mortgage Loans, the remaining Mortgage Pool may
exhibit an increased concentration with respect to property type, number and
affiliation of Borrowers or geographic location. If you purchase any Offered
Certificates other than the Class A-1A Certificates, you will be more exposed to
any risks associated with changes in concentrations of Borrower, loan or
property characteristics than are persons who own Offered Certificates that have
an earlier Assumed Final Distribution Date than your Certificates.
Extension and Default Risks Associated With Balloon Loans and ARD
Loans. Three hundred five (305) Mortgage Loans, representing 81.8% of the
Initial Pool Balance, are Balloon Loans, and twenty-two (22) Mortgage Loans,
representing 15.1% of the Initial Pool Balance, are ARD Loans. The ability of a
Borrower under a Balloon Loan to make the required Balloon Payment at maturity,
and the ability of a Borrower under an ARD Loan to repay such Mortgage Loan on
or before the related Anticipated Repayment Date, in each case depends upon its
ability either to refinance the loan or to sell the related Mortgaged Property.
The ability of a Borrower to refinance its Mortgage Loan or sell the related
Mortgaged Property will depend on a number of factors occurring at the time of
attempted refinancing or sale, including:
o the level of available mortgage rates;
o the fair market value of the related Mortgaged Property;
o the Borrower's equity in the related Mortgaged Property;
o the financial condition of the Borrower;
o operating history of the related Mortgaged Property;
o tax laws;
o prevailing general and regional economic conditions;
o the state of the fixed income and mortgage markets; and
o the availability of credit for multifamily rental or
commercial properties.
S-50
<PAGE>
Two hundred seventy-eight (278) Balloon Loans, representing 75.3% of
the Initial Pool Balance, have maturity dates, and two (2) ARD Loans,
representing 7.6% of the Initial Pool Balance have Anticipated Repayment Dates,
that in each case occur during the six-month period from January 1, 2009 to June
30, 2009. See "Description of the Mortgage Pool--Certain Terms and Conditions of
the Mortgage Loans" and "--Additional Mortgage Loan Information" in this
Prospectus Supplement and "Risk Factors--Certain Factors Affecting Delinquency,
Foreclosure and Loss of the Mortgage Loans" in the Prospectus.
Any failure of a Borrower under a Balloon Loan to timely pay its
Balloon Payment will be a default thereunder. Subject to certain limitations,
the Special Servicer may extend, modify or otherwise deal with Mortgage Loans
that are in material default or as to which a payment default is reasonably
foreseeable. See "Servicing of the Mortgage Loans--Modifications, Waivers,
Amendments and Consents" in this Prospectus Supplement. There can be no
assurance that any extension or modification will increase the recoveries in a
given case.
The failure of a Borrower under an ARD Loan to repay such Mortgage Loan
by the related Anticipated Repayment Date will not constitute a default
thereunder. Although an ARD Loan includes several provisions that may give the
Borrower an incentive to repay such Mortgage Loan by the related Anticipated
Repayment Date, there can be no assurance that such Borrower will be
sufficiently motivated or able to do so.
If any Balloon Loan remains outstanding past its stated maturity, or if
any ARD Loan remains outstanding past its Anticipated Repayment Date, the
weighted average lives of certain Classes of the Offered Certificates may be
extended. See "Yield and Maturity Considerations" in this Prospectus Supplement
and in the Prospectus.
Risks of Subordinate and Other Additional Financing. The following
table identifies those Mortgaged Properties which are known to the Depositor to
be encumbered by secured subordinate debt, the initial principal amount of the
debt and the Cut-off Date Balances of the related Mortgage Loans and also sets
forth, in the case of each such Mortgaged Property, whether the subordinate
lender has entered into an agreement with the mortgagee under the related
Mortgage Loan whereby such subordinate lender--
o expressly subordinates its rights to receive collections and
proceeds from, and otherwise deal with, such Mortgaged
Property and the related Borrower (any such agreement, a
"Subordination Agreement"), and/or
o agrees, for so long as the related Mortgage Loan is
outstanding, not to take any enforcement or other legal
action against such Mortgaged Property or the related
Borrower as long as the mortgagee under the related Mortgage
Loan has not done so (any such agreement, a
"Standstill Agreement").
<TABLE>
<CAPTION>
% OF INITIAL
POOL BALANCE
CUT-OFF DATE BALANCE REPRESENTED INITIAL PRINCIPAL
OF RELATED BY RELATED AMOUNT OF SECURED
MORTGAGED PROPERTY MORTGAGE LOAN MORTGAGE LOAN SUBORDINATE DEBT
- ------------------ -------------- ------------- ----------------
<S> <C> <C> <C>
Ontario Plaza $13,558,185 0.9% $1,675,000 (1)
Pines of Westbury $12,940,243 0.8% $1,670,000 (1)(2)
Pleasant Hill Executive Park $7,515,312 0.5% $473,641 (1)
</TABLE>
- ------------------
(1) The subordinate lender has executed a Subordination Agreement and/or a
Standstill Agreement.
(2) The property has $2,780,241 of unsecured debt which is also subject to a
Subordination Agreement and/or a Standstill Agreement.
S-51
<PAGE>
The Mortgage Loan secured by the Rivermont Park Property permits future
secured subordinate debt subject to certain conditions, including the delivery
of a subordination and standstill agreement.
Except as described above, each Mortgage Loan either (i) prohibits the
related Borrower from encumbering the Mortgaged Property with additional secured
debt or (ii) requires the consent of the holder of such Mortgage Loan prior to
so encumbering such property. However, a violation of such prohibition may not
become evident until the related Mortgage Loan otherwise defaults, and the Trust
may not realistically be able to prevent a Borrower from incurring subordinate
debt. The existence of any secured subordinated indebtedness increases the
difficulty of refinancing the related Mortgage Loan at maturity, and the related
Borrower may have difficulty repaying multiple loans. In addition, the Trust's
foreclosure of the related Mortgage Loan may be delayed by the bankruptcy or
similar proceedings involving the subordinate lender or other legal action by
such subordinate lender. See "Certain Legal Aspects of Mortgage
Loans--Subordinate Financing" in the Prospectus.
Borrowers under eleven (11) Mortgage Loans, representing 5.1% of the
Initial Pool Balance (and including the Mortgage Loans secured by the Weis
Plaza, The Admiral Apartments & The Drake Apartments, Cherry Creek Retirement
Village, Pickwick Apartments, Silver Cliff Apartments, 201 Commonwealth Court,
The Court at Deptford II, Carrollton Place Apartments, Welshwood Apartments,
Cypress Center and Pines of Westbury), have unsecured debt of which the
Depositor is aware. In some such cases, the lender on such debt is an affiliate
of the Borrower. In each such case, the lender on such unsecured debt has
executed and delivered a Subordination Agreement and a Standstill Agreement in
favor of the mortgagee under the related Mortgage Loan. In addition, some of the
Mortgage Loans permit the related Borrower to incur unsecured subordinated debt
in the future, subject to delivery of a Subordination Agreement and/or
Standstill Agreement and, in certain cases, provisions that limit the use of
proceeds to refurbishing or renovating the property and/or acquiring furniture,
fixtures and equipment for the property. Further, if a Borrower was not required
to meet "single purpose entity, bankruptcy remote" criteria, then the related
Mortgage Loan documents may not prohibit or limit the incurrence of future
unsecured debt. Additional debt, in any form, may cause a diversion of funds
from property maintenance and increase the likelihood that the Borrower will
become the subject of a bankruptcy proceeding.
Except as described above, the Depositor has not been able to confirm
whether the respective Borrowers under the Mortgage Loans have any other debt
outstanding.
Owners of certain Borrowers under the Mortgage Loans have incurred
so-called "mezzanine debt" that is secured by their ownership interests in such
Borrowers. Such financing effectively reduces the indirect equity interest of
any such owner in the related Mortgaged Property. With respect to seven (7)
Mortgage Loans, representing 6.9% of the Initial Pool Balance (including the
Mortgage Loan secured by Oakwood Plaza), the Depositor is aware that the owners
of the related Borrower have pledged their equity interests in such Borrowers to
secure "mezzanine debt". In particular, the owners of the Borrower under the
Mortgage Loan secured by Oakwood Plaza have pledged their equity interests in
such Borrower (together with other collateral, including the equity interests in
other partnerships) to secure a revolving credit facility. An affiliate of GECA
is the lender of the related revolving credit facility. The Mortgage Loans
secured by Oakwood Village Apartments and the Stone Fort Properties permit the
pledge of the equity interests in the related Borrower to secure future loans to
the principals of such Borrower. See "Risks Related to the Offered
Certificates--Potential Conflicts of Interest".
Limited Recourse. You should consider all of the Mortgage Loans to be
nonrecourse loans (i.e., in the event of a default, recourse will be limited to
the related Mortgaged Property or Properties securing the defaulted Mortgage
Loan). In those cases where recourse to a Borrower or guarantor is permitted by
the loan documents, the Depositor has not undertaken any evaluation of the
financial condition of such Borrower or guarantor. Consequently, as described
more fully above, payment on each Mortgage Loan at or prior to maturity is
dependent on one or more of the following:
o the sufficiency of the net operating income;
o the market value of the property at or prior to maturity; and
S-52
<PAGE>
o the ability of the Borrower to refinance or sell the
Mortgaged Property.
None of the Mortgage Loans is insured or guaranteed by any governmental entity
or private mortgage insurer.
Bankruptcy Proceedings Entail Certain Risks. Under the Bankruptcy Code,
the filing of a petition in bankruptcy by or against a Borrower will stay the
sale of the Mortgaged Property owned by that Borrower, as well as the
commencement or continuation of a foreclosure action. In addition, if a court
determines that the value of the Mortgaged Property is less than the principal
balance of the Mortgage Loan it secures, the court may reduce the amount of
secured indebtedness to the then-value of the Mortgaged Property. Such an action
would make the lender a general unsecured creditor for the difference between
the then-value and the amount of its outstanding mortgage indebtedness. A
bankruptcy court also may: (i) grant a debtor a reasonable time to cure a
payment default on a Mortgage Loan; (ii) reduce monthly payments due under a
Mortgage Loan; (iii) change the rate of interest due on a Mortgage Loan; or (iv)
otherwise alter the Mortgage Loan's repayment schedule.
Moreover, the filing of a petition in bankruptcy by, or on behalf of, a
junior lienholder may stay the senior lienholder from taking action to foreclose
out the junior lien. Certain of the Borrowers have subordinate debt secured by
the related Mortgaged Property. See "--Risks of Subordinate and Other Additional
Financing" above. Additionally, the Borrower's trustee or the Borrower, as
debtor-in-possession, has certain special powers to avoid, subordinate or
disallow debts. In certain circumstances, the claims of the Trustee may be
subordinated to financing obtained by a debtor-in-possession subsequent to its
bankruptcy.
Under the Bankruptcy Code, a lender will be stayed from enforcing a
Borrower's assignment of rents and leases. The Bankruptcy Code also may
interfere with the Trustee's ability to enforce lockbox requirements. The legal
proceedings necessary to resolve these issues can be time consuming and may
significantly delay the receipt of rents. Rents also may escape an assignment to
the extent they are used by the Borrower to maintain the Mortgaged Property or
for other court authorized expenses.
As a result of the foregoing, the Trustee's recovery with respect to
Borrowers in bankruptcy proceedings may be significantly delayed, and the
aggregate amount ultimately collected may be substantially less than the amount
owed.
Environmental Risks. In general, a third-party consultant conducted an
environmental site assessment (or updated a previously conducted assessment)
with respect to all of the Mortgaged Properties within the 20-month period
preceding the Cut-off Date. Each environmental site assessment or update
generally complied with industry-wide standards. However, in some cases, the
related environmental site assessment was limited in scope. In the case of
certain Mortgaged Properties, a "Phase II" environmental assessment was also
performed. If any such assessment or update revealed a material adverse
environmental condition or circumstance at any Mortgaged Property and the
consultant recommended action, then (depending on the nature of the condition or
circumstance) the Borrower--
o has implemented or agreed to implement an operations and
maintenance plan (including, in several cases, in respect of
asbestos-containing materials ("ACMs"), lead-based paint
and/or radon) or periodic monitoring of nearby properties in
the manner and within the time frames specified in the
related Mortgage Loan documents; or
o established an escrow reserve with the lender to cover the
estimated cost of remediation.
There can be no assurance, however, that the environmental assessments
identified all adverse environmental conditions and risks, that the related
Borrowers will implement all recommended operations and maintenance plans or
that the recommended action will fully remediate or otherwise address all the
adverse environmental conditions and risks. In addition, the current
environmental condition of a Mortgaged Property could be adversely affected by
tenants (e.g., gasoline stations or dry cleaners) or by the conditions or
operations in the vicinity of the Mortgaged Properties (e.g., leaking
underground storage tanks) at another property nearby. See "Description of the
Mortgage Pool--Certain Underwriting Matters--Environmental Assessments".
S-53
<PAGE>
Liability of the Trust Under Environmental Laws. Various environmental
laws may make a current or previous owner or operator of real property liable
for the costs of removal or remediation of hazardous or toxic substances on,
under or adjacent to such property. Those laws often impose liability whether or
not the owner or operator knew of, or was responsible for, the presence of such
hazardous or toxic substances. For example, certain laws impose liability for
release of ACMs into the air or require the removal or containment of ACMs. The
owner's liability for any required remediation generally is not limited by law
and accordingly could exceed the value of the property and/or the aggregate
assets of the owner. In addition, the presence of hazardous or toxic substances,
or the failure to remediate the adverse environmental condition, may adversely
affect the owner's or operator's ability to use such property. In certain
states, contamination of a property may give rise to a lien on the property to
ensure the costs of clean-up. In some such states this lien has priority over
the lien of an existing mortgage. In addition, third parties may seek recovery
from owners or operators of real property for personal injury associated with
exposure to hazardous substances. Persons who arrange for the disposal or
treatment of hazardous or toxic substances may be liable for the costs of
removal or remediation of such substances at the disposal or treatment facility.
The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), as well as certain other federal
and state laws, provide that a secured lender (such as the Trust) may be liable,
as an "owner" or "operator" of the real property, regardless of whether the
Borrower or a previous owner caused the environmental damage, if (i) agents or
employees of the lender are deemed to have participated in the management of the
Borrower or (ii) under certain conditions the lender actually takes possession
of a Borrower's property or control of its day-to-day operations (as for
example, through the appointment of a receiver or foreclosure). Although
recently enacted legislation clarifies the activities in which a lender may
engage without becoming subject to liability under CERCLA and similar federal
laws, such legislation has no applicability to state environmental laws.
Moreover, future laws, ordinances or regulations could impose material
environmental liability.
See "Certain Legal Aspects of the Mortgage Loans--Environmental
Considerations" in the Prospectus.
Risks Related to Lead-Based Paint at Multifamily Rental Properties.
Federal law requires owners of residential housing constructed prior to 1978 to
disclose to potential residents or purchasers any condition on the property that
causes exposure to lead-based paint and the potential hazards to pregnant women
and young children, including that the ingestion of lead-based paint chips
and/or the inhalation of dust particles from lead-based paint by children can
cause permanent injury, even at low levels of exposure. Property owners can be
held liable for injuries to their tenants resulting from exposure under various
laws that impose affirmative obligations on property owners of residential
housing containing lead-based paint. The environmental assessments revealed the
existence of lead-based paint at certain of the Multifamily Rental Properties.
In these cases, the Borrowers have either implemented operations and maintenance
programs or are in the process of removing the lead-based paint.
Risks Related to LUSTs. Certain of the Mortgaged Properties contained
or are in the vicinity of sites containing leaking underground storage tanks
("LUSTs") or other potential sources of soil or groundwater contamination.
Although the owners of those Mortgaged Properties have or are in the process of
remediating such conditions and the Trust may not have legal liability for
contamination of the Mortgaged Properties from such off-site sources, the costs
of remediation or liability in excess of amounts held in escrow or the
enforcement of rights against third parties may result in additional transaction
costs to the Trust.
Risks Related to ACMs. At several of the Mortgaged Properties, ACMs
have been detected through sampling by environmental consultants. The ACMs found
at these Mortgaged Properties are not expected to present a significant risk as
long as the identified or presumed problem is properly managed. In connection
therewith, the related Borrowers have generally agreed to establish and maintain
operations and maintenance or abatement programs. Nonetheless, there can be no
assurance that the value of a Mortgaged Property as collateral for the Mortgage
Loan will not be adversely affected by the presence of ACMs. Also, injuries
arising from exposure to asbestos can be the basis for a toxic tort claim.
S-54
<PAGE>
Risks Related to the Special Servicer Obtaining an Environmental
Assessment Prior to taking Remedial Action. The Pooling Agreement will provide
that before the Special Servicer acquires title to a Mortgaged Property on
behalf of the Trust or assumes operation of a Mortgaged Property, it must obtain
an environmental assessment of the property. Although this requirement will
decrease the likelihood that the Trust will become liable under any
environmental law, it will effectively preclude foreclosure until a satisfactory
environmental assessment is obtained (or until any required remedial action is
thereafter taken or a determination is made that such action need not be taken
or need not be taken prior to foreclosure). Accordingly, there is some risk that
the Mortgaged Property will decline in value while this assessment is being
obtained. Moreover, there is no assurance that this requirement will effectively
insulate the Trust from potential liability under environmental laws. See
"Description of the Pooling Agreements--Realization Upon Defaulted Mortgage
Loans" in the Prospectus.
Risks Related to Property Condition. Either a licensed architect or a
licensed engineer inspected all of the Mortgaged Properties during the 20-month
period preceding the Cut-off Date to assess the structure, exterior walls,
roofing, interior construction, mechanical and electrical systems and general
condition of the site, buildings and other improvements located at each
Mortgaged Property. In some cases, the inspections identified conditions
requiring repairs or replacements estimated to cost in excess of $100,000. In
such cases, the Originator of the related Mortgage Loan generally required the
related Borrower to fund reserves, or deliver letters of credit or other
instruments, to cover such costs. In certain cases, no reserve was required
because of the creditworthiness of the Borrower or a significant tenant
responsible for most of the costs. There is no assurance, however, that all
conditions requiring repair or replacement were identified or that such
reserves, letters of credit or other instruments will be adequate to cover the
corresponding costs or that the creditworthiness of the particular Borrower or
any significant tenant responsible for such repair or replacement will not
decline.
Reserves May Be Insufficient. Certain of the Mortgage Loans require
that reserves be funded on a monthly basis from cash flow generated by the
related Mortgaged Property to cover ongoing monthly, semi-annual or annual
expenses such as taxes and insurance. Most of the Mortgage Loans also required
reserves to be established, or letters of credit or other instruments to be
delivered, upon the closing of the Mortgage Loan to fund capital expenditure
items, certain leasing costs, environmental remediation costs or engineering
remediation costs when such needs were identified. Such reserves, letters of
credit or other instruments may not be sufficient to offset the actual costs of
the items which they were intended to cover. In addition, cash flow from the
Mortgaged Properties may not be sufficient to fund fully the ongoing monthly
reserve requirements.
Limitations on Enforceability of Cross-Collateralization. The Mortgage
Pool includes eighteen (18) Portfolio Loans. The Portfolio Loans are identified
in the tables set forth in Exhibit A-1. The purpose of securing any particular
Portfolio Loan or group of cross-collateralized Portfolio Loans with multiple
Mortgaged Properties is to reduce the risk of default or ultimate loss as a
result of an inability of any such Mortgaged Property to generate sufficient net
operating income to pay debt service. However, certain of the Portfolio Loans
permit--
o the release of one or more of the related Mortgaged
Properties from the related mortgage lien, and/or
o a full or partial termination of the applicable
cross-collateralization,
in each such case, upon the satisfaction of the conditions described under
"Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage
Loans" in this Prospectus Supplement.
In addition, the amount of the mortgage encumbering any particular
Mortgaged Property may be less than the full amount of the related Portfolio
Loan or group of cross-collateralized Portfolio Loans (in general, to avoid
recording tax). Such mortgage amount may equal the appraised value or allocated
loan amount for such Mortgaged Property, thereby limiting the extent to which
proceeds therefrom will be available to offset declines in value with respect to
other Mortgaged Properties securing the same Portfolio Loan or group of
cross-collateralized Portfolio Loans.
S-55
<PAGE>
Certain of the Portfolio Loans are, in each such case, secured by
Mortgaged Properties located in two or more states. Such Portfolio Loans
collectively represent 3.9% of the Initial Pool Balance. Foreclosure actions are
brought in state court and the courts of one state cannot exercise jurisdiction
over property in another state. Therefore, upon a default under any such
Portfolio Loan, it may not be possible to foreclose on the related Mortgaged
Properties simultaneously.
Certain of the Portfolio Loans (or groups of cross-collateralized
Portfolio Loans) involve, in each such case, multiple Borrowers.
Cross-collateralization arrangements involving more than one Borrower could be
challenged as a fraudulent conveyance by creditors of a Borrower or by the
representative of the bankruptcy estate of a Borrower, if such Borrower were to
become a debtor in a bankruptcy case. A lien granted by a Borrower to secure
repayment of another Borrower's Portfolio Loan (or allocable share of a "stand
alone" Portfolio Loan) could be avoided if a court were to determine that (i)
the first such Borrower was insolvent at the time of granting the lien, was
rendered insolvent by the granting of the lien, was left with inadequate
capital, or was not able to pay its debts as they matured and (ii) the first
such Borrower did not, when it allowed its Mortgaged Property to be encumbered
by a lien securing the entire indebtedness represented by the other Borrower's
Portfolio Loan (or allocable share of a "stand alone" Portfolio Loan), receive
fair consideration or reasonably equivalent value for pledging such Mortgaged
Property for the equal benefit of the other Borrower. Among other things, a
legal challenge to the granting of the liens may focus on the benefits realized
by the bankrupt or insolvent Borrower from the respective Mortgage Loan
proceeds, as well as the benefit to it from the cross-collateralization. If a
court were to conclude that the granting of the liens was an avoidable
fraudulent conveyance, that court could nullify the lien or mortgage effecting
the cross-collateralization and nullify or subordinate all or part of the
pertinent Portfolio Loan(s) to existing or future indebtedness of the bankrupt
or insolvent Borrower. The court could also allow the bankrupt or insolvent
Borrower to recover payments it made pursuant to the avoided
cross-collateralization.
Limitations on Enforceability and Collectability of Prepayment Premiums
and Yield Maintenance Charges. Fifteen (15) Mortgage Loans, representing 6.5% of
the Initial Pool Balance, require the related Borrowers during some period of
the related loan term to pay an additional amount ("Prepayment Consideration")
when they make a voluntary principal prepayment. In general, the Prepayment
Consideration is calculated either solely on the basis of a yield maintenance
formula (a "Yield Maintenance Charge") or as the higher of a percentage of the
principal amount prepaid (a "Prepayment Premium") and a Yield Maintenance
Charge. See "Description of the Mortgage Pool--Certain Terms and Conditions of
the Mortgage Loans--Prepayment Provisions" in this Prospectus Supplement. Any
Prepayment Premiums or Yield Maintenance Charges collected on the Mortgage Loans
will be distributed to the persons, in the amounts and in accordance with the
priorities described in this Prospectus Supplement under "Description of the
Certificates--Distributions--Distributions of Prepayment Premiums and Yield
Maintenance Charges". The Depositor makes no representation or warranty as to
the collectability of any Prepayment Premium or Yield Maintenance Charge.
Under the laws of a number of states, the enforceability of any
Mortgage Loan provisions that require a Prepayment Premium or Yield Maintenance
Charge upon an involuntary prepayment is unclear. Even if the obligation is
enforceable, the Special Servicer has authority to waive it in connection with
obtaining a pay-off of a defaulted Mortgage Loan. Even if the obligation is
enforceable and enforced, the related liquidation proceeds may not be sufficient
to make such payment because the Pooling Agreement generally requires the
Special Servicer to apply liquidation proceeds to cover outstanding servicing
expenses and unpaid principal and interest before applying them to cover any
Prepayment Premium or Yield Maintenance Charge due in connection with the
liquidation of such Mortgage Loan. Accordingly, the Holders of the more
subordinate Classes of Certificates may receive distributions of interest and/or
principal with respect to the liquidated Mortgage Loan, while the Holders of the
more senior Classes of Certificates receive none (or less than all) of the
required Prepayment Consideration in connection with the liquidation. See
"Servicing of the Mortgage Loans--Modifications, Waivers, Amendments and
Consents" in this Prospectus Supplement and "Certain Legal Aspects of Mortgage
Loans--Default Interest and Limitations on Prepayments" in the Prospectus.
In certain circumstances involving the sale of Mortgage Loans by the
Trust, no Prepayment Premium or Yield Maintenance Charge will be payable. See
"Description of the Mortgage Pool--Cures, Repurchases and Substitutions",
"Servicing of the Mortgage Loans--Sale of Defaulted Mortgage Loans" and
"Description of the Offered Certificates--Termination" in this Prospectus
Supplement.
S-56
<PAGE>
Limitations on Enforceability of Other Provisions. Most of the Mortgage
Loans contain due-on-sale clauses, each of which permits the lender (with some
exceptions) to accelerate the maturity of the Mortgage Loan upon the sale,
transfer or conveyance of (i) the related Mortgaged Property or (ii) a majority
ownership interest in the related Borrower. All of the Mortgage Loans also
include debt-acceleration clauses, each of which permits the lender to
accelerate the debt upon specified monetary or non-monetary defaults by the
related Borrower. The courts of all states will enforce acceleration clauses in
the event of a material payment default. The equity courts of any state,
however, may refuse to allow the foreclosure of a mortgage or deed of trust or
to permit the acceleration of the indebtedness if--
o the default is deemed to be immaterial,
o the exercise of such remedies would be inequitable or
unjust, or
o the circumstances would render the acceleration
unconscionable.
Most of the Mortgage Loans are secured by, in each such case, an
assignment of leases and rents pursuant to which the related Borrower assigned
its right, title and interest as landlord under the leases on the related
Mortgaged Property and the income derived therefrom to the lender as further
security for the related Mortgage Loan, while retaining a license to collect
rents for so long as there is no default. In the event the Borrower defaults,
the license terminates and the lender is entitled to collect rents. In some
cases, such assignments may not be perfected as security interests prior to
actual possession of the cash flow. In some cases, state law may require that
the lender take possession of the Mortgaged Property and obtain a judicial
appointment of a receiver before becoming entitled to collect the rents. In
addition, the commencement of bankruptcy or similar proceedings by or in respect
of the Borrower will adversely affect the lender's ability to collect the rents.
See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the
Prospectus.
If a Mortgage Loan is a Defeasance Loan, such Mortgage Loan, during
specified periods and subject to certain conditions, permits the related
Borrower to pledge to the holder of such Mortgage Loan the amount of direct,
non-callable United States government securities described in this Prospectus
Supplement under "Description of the Mortgage Pool--Certain Terms and Conditions
of the Mortgage Loans--Defeasance Loans" and thereby obtain a release of the
related Mortgaged Property. The cash amount which a Borrower must expend to
purchase, or must deliver to the Master Servicer in order for the Master
Servicer to purchase, such United States government securities may be in excess
of the principal balance of the related Defeasance Loan. The portion of such
cash amount that exceeds the principal balance of such Defeasance Loan is called
the "Excess Defeasance Payment" in this Prospectus Supplement. There can be no
assurance that a court would not interpret such Excess Defeasance Payment as a
form of Prepayment Consideration or would not take it into account for usury
purposes. In some states, some forms of Prepayment Consideration are
unenforceable. See "--Limitations on Enforceability and Collectability of
Prepayment Premiums and Yield Maintenance Charges" above. If the Excess
Defeasance Payment were held to be unenforceable, the remaining portion of such
cash amount may be insufficient to purchase the requisite amount of United
States government securities. Acting in accordance with the Servicing Standard,
the Master Servicer could apply such reduced cash amount as a prepayment of the
subject Mortgage Loan instead of purchasing United States government securities.
Limitations of Appraisals. Generally, the respective Originators
obtained Appraisals for the Mortgaged Properties prior to the origination of the
applicable Mortgage Loan, and in some cases updates were performed in
anticipation of this transaction. Appraisals represent the analysis and opinion
of an appraiser. They are not guaranties of, and may not be indicative of,
present or future value. There can be no assurance that another appraiser would
not have arrived at a different valuation, even if such appraiser used the same
general approach to and same method of appraising the property. Moreover,
appraisals seek to establish the amount a typically motivated buyer would pay a
typically motivated seller. Such amount could be significantly higher than the
amount obtained from the sale of a Mortgaged Property under a distress or
liquidation sale. Information regarding the appraised value of each Mortgaged
Property at or about the time of origination of the related Mortgage Loan is
presented, for illustrative purposes only, on Exhibit A-1 to this Prospectus
Supplement. Furthermore, in the case of certain Mortgage Loans that constitute
acquisition financing, the related Borrower may have acquired the related
Mortgaged Property at a price less than the appraised value on which such
Mortgage Loan was underwritten.
S-57
<PAGE>
Tax Considerations Related to Foreclosure. If the Trust were to acquire
a Mortgaged Property pursuant to a foreclosure or deed in lieu of foreclosure,
the Special Servicer would be required to retain an independent contractor to
operate and manage the Mortgaged Property. Any net income from such operation
and management, other than qualifying "rents from real property" (as defined in
section 856(d) of the Code), or any rental income based on the net profits of a
tenant or sub-tenant or allocable to a service that is non-customary in the
relevant area for the type of building involved, will subject the Trust to
federal (and possibly state or local) tax on such income at the highest marginal
corporate tax rate (currently 35% for federal purposes), thereby reducing net
proceeds available for distribution to the holders of the Certificates.
Uninsured Loss; Sufficiency of Insurance. The Borrowers are generally
required to maintain comprehensive liability insurance, "all-risk" fire,
casualty and hazard insurance, flood insurance (if improvements on the related
Mortgaged Property are located in the 100-year flood plain) and rental income
insurance with respect to the Mortgaged Properties with policy specifications,
limits and deductibles customarily carried for similar properties. Certain types
of losses, however, may be either uninsurable or not economically insurable,
such as losses due to riots, acts of war, earthquakes or hurricanes. Earthquake
insurance is generally not required to be maintained by a Borrower, even in
respect of Mortgaged Properties located in California. Should an uninsured loss
occur, the Borrower could lose both its investment in and its anticipated
profits and cash flow from its Mortgaged Property, which would adversely affect
the Borrower's ability to make payments under its Mortgage Loan. Although the
Borrowers have covenanted to insure their respective Mortgaged Properties as and
to the extent described under "Description of the Mortgage Pool--Certain
Underwriting Matters--Hazard, Liability and Other Insurance" in this Prospectus
Supplement, there is a possibility of casualty losses with respect to a
Mortgaged Property that are not covered by insurance or for which insurance
proceeds may not be adequate. Moreover, if reconstruction or major repairs are
required following a casualty, changes in laws that have occurred since the time
of original construction may materially affect a Borrower's ability to restore
the property to its original condition. Consequently, there can be no assurance
that any loss incurred will not exceed the limits of policies obtained.
In addition, various forms of insurance maintained with respect to a
Mortgaged Property, including casualty insurance, environmental insurance (in
the limited number of cases where it was obtained), earthquake insurance (in the
limited number cases where it was obtained) or other insurance, may be provided
under a blanket policy that also covers other Mortgaged Properties and/or other
properties not securing the Mortgage Loans. As a result of aggregate loss limits
under any such blanket policy, losses at other properties covered thereby may
reduce the amount of insurance coverage with respect to a Mortgaged Property
covered thereby.
Risks Particular to Ground Leases. Four (4) Mortgage Loans,
representing 0.6% of the Initial Pool Balance, are secured by first mortgage
liens on the related Borrower's leasehold interest in all or a material portion
of the related Mortgaged Property (but not by the corresponding fee interest in
the property that is subject to the ground lease). Upon the bankruptcy of a
lessor or a lessee under a ground lease, the debtor entity has the right to
assume (continue) or reject (breach and vacate the premises) the ground lease.
If a debtor lessor rejects the lease, the lessee has the right to remain in
possession of its leased premises under the rent reserved in the lease for the
term (including renewals). If a debtor lessee/Borrower rejects any or all of its
leases, the Borrower's lender may not be able to succeed to the
lessee/Borrower's position under the lease unless the lessor has specifically
granted the lender such right. If both the lessor and the lessee/Borrower are
involved in bankruptcy proceedings, the Trustee may be unable to enforce the
bankrupt lessee/Borrower's obligation to refuse to treat as terminated a ground
lease rejected by a bankrupt lessor. In such circumstances, it is possible that
the Trustee could be deprived of its security interest in the leasehold estate,
notwithstanding lender protection provisions contained in the lease or mortgage.
See "Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold
Considerations" in the Prospectus.
Risks Associated With Zoning Compliance. Due to changes in zoning
requirements since the construction thereof, certain of the Mortgaged Properties
may not comply with current zoning laws, including density, use, parking and set
back requirements. In such cases, either the Mortgaged Property is considered a
"permitted non-conforming structure" or the operation of the Mortgaged Property
is considered to be a "permitted non-conforming use". This means that the
Borrower is not required to alter the property's structure or use to comply with
the new law; however, the Borrower may
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<PAGE>
be limited in its ability to rebuild the premises "as is" in the event of
a substantial casualty loss. This may adversely affect the cash flow available
following such loss. If a substantial casualty were to occur, insurance
proceeds may not be sufficient to pay the Mortgage Loan in full. In addition,
if the Mortgaged Property were repaired or restored in conformity with the
current law, the value of the Mortgaged Property or the revenue-producing
potential of the Mortgaged Property may be less than that which existed before
the casualty.
In addition, certain of the Mortgaged Properties are subject to certain
use restrictions imposed pursuant to reciprocal easement agreements or operating
agreements. Such use restrictions include, for example, limitations on the
character of the improvements thereon, limitations affecting noise and parking
requirements, among other things, and limitations on the Borrowers' right to
operate certain types of facilities within a prescribed radius. These
limitations could adversely affect the ability of the related Borrower to lease
the Mortgaged Property on favorable terms, thus adversely affecting the
Borrower's ability to fulfill its obligations under the related Mortgage Loan.
Costs Associated With Compliance With ADA. Under the Americans with
Disabilities Act of 1990 (the "ADA"), all public accommodations are required to
meet certain federal requirements related to access and use by disabled persons.
If a Mortgaged Property does not currently comply with the ADA, the related
Borrower may be required to incur significant costs in order to effect such
compliance. In addition, noncompliance could result in the imposition of fines
by the federal government or an award or damages to private litigants.
The property inspection report obtained for each Mortgaged Property in
connection with the origination of the related Mortgage Loan, generally included
limited information regarding compliance with the ADA. A portion of funds in the
capital reserve escrow accounts established by certain Borrowers are required to
be used for costs association with complying with the ADA. However, escrows were
not required with respect to all Mortgage Loans and the Depositor cannot assure
you that the related Mortgaged Properties will comply with the ADA in all
respects once the related conditions are remedied, that such property inspection
reports identified all risks or conditions relating to the ADA or that amounts
reserved (if any) are sufficient to pay such costs.
Limited Information Causes Uncertainty. Certain Mortgage Loans
constitute acquisition financing or were used to refinance a construction loan.
Accordingly, limited or no operating information is available with respect to
the related Mortgaged Property. As a result, you may find it difficult to
analyze the performance of any such Mortgaged Property.
Litigation. You should be aware that there may be legal proceedings
pending and, from time to time, threatened against the Borrowers. In some cases,
an amount representing estimated judgment and legal fees has been placed in
escrow. The Depositor cannot provide any assurance that such litigation will not
have a material adverse effect on the distributions to you.
Prior Bankruptcies. Certain Borrowers or their affiliates have been
parties to, and/or certain Mortgaged Properties (including the Mortgaged
Property securing the Herald Center Loan) have been the subject of, prior
bankruptcy proceedings. Two (2) Mortgage Loans, representing 3.3% of the Initial
Pool Balance, funded the related Borrower's performance of its plan of
reorganization.
Limitations with Respect to Representations and Warranties. Certain
persons will make certain limited representations and warranties regarding the
Mortgage Loans for which it is acting as a responsible party in the Pooling
Agreement. See "Description of the Mortgage Pool--Representations and
Warranties" in this Prospectus Supplement. A material breach of such
representations and warranties could obligate such person to repurchase the
Mortgage Loan, in which case, the proceeds of such repurchase would be passed
through to Certificateholders in the same manner as a principal prepayment,
except that no Prepayment Consideration will be payable in connection with such
repurchase.
If a responsible party is required to but does not cure or remedy a
breach of a representation or warranty or repurchase or replace the affected
Mortgage Loan, payments on the Offered Certificates may be substantially less
than such payments would have been if such person had cured or remedied the
breach or repurchased or replaced the affected Mortgage Loan.
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The obligation of a responsible party to cure a breach or
repurchase/replace a Mortgage Loan will constitute the only remedy available to
Certificateholders for a breach of a representation or warranty. The Depositor
cannot assure you that a responsible party will have the resources to repurchase
or replace any Mortgage Loan. No other party will be obligated to cure or
repurchase/replace a Mortgage Loan in the event of a breach if the related
responsible party does not fulfill its obligations.
DESCRIPTION OF THE MORTGAGE POOL
GENERAL
The Mortgage Pool has an Initial Pool Balance of $1,550,429,606 subject
to a variance of plus or minus 5%. The Initial Pool Balance is equal to the
aggregate Cut-off Date Balance of the Mortgage Loans. The "Cut-off Date Balance"
of each Mortgage Loan is equal to its unpaid principal balance as of the Cut-off
Date, after application of all payments due in respect of such Mortgage Loan on
or before such date, whether or not received. Without regard to the
cross-collateralization of certain Portfolio Loans, the Cut-off Date Balances of
the Mortgage Loans range from $106,854 to $67,944,452, and the average Cut-off
Date Balance of the Mortgage Loans is $4,520,203. Presenting each group of
cross-collateralized Mortgage Loans as a single Mortgage Loan, the Loan Group
Cut-off Date Balances of the Mortgage Loans range from $248,667 to $67,944,452,
and the average Loan Group Cut-off Date Balance of the Mortgage Loans is
$5,309,690.
This "Description of the Mortgage Pool" section contains certain
statistical information regarding the Mortgage Loans and the Mortgaged
Properties. In reviewing such information, as well as the statistical
information regarding the Mortgage Loans and the Mortgaged Properties contained
elsewhere in this Prospectus Supplement, you should be aware that--
o All numerical information provided with respect to the
Mortgage Loans is provided on an approximate basis.
o All weighted average information provided with respect to the
Mortgage Loans reflects weighting of the Mortgage Loans by
their Cut-off Date Balances.
o When information with respect to the Mortgaged Properties is
expressed as a percentage of the Initial Pool Balance, such
percentage is based upon the Cut-off Date Balances of the
related Mortgage Loans.
o Some of the Mortgage Loans are cross-collateralized and
cross-defaulted with one or more other Mortgage Loans. Except
where otherwise specifically indicated, each
cross-collateralized Mortgage Loan is presented as if it were
secured only by the corresponding Mortgaged Property
identified on Exhibit A-1 to this Prospectus Supplement. See
the notes to the tables set forth in Exhibit A-1.
o In some cases, multiple Mortgaged Properties secure a single
amount of mortgage loan indebtedness. For purposes of
presenting statistical information, the Depositor has in some
of such cases allocated the aggregate amount of such
indebtedness among the related Mortgaged Properties (on the
basis of relative appraised values, the relative underwritten
net cash flow or prior allocations reflected in the related
mortgage loan documents). Except where otherwise specifically
indicated, each allocated portion of such aggregate amount is
(i) presented as if it were a single "Mortgage Loan" secured
only by a mortgage lien on the corresponding Mortgaged
Property identified on Exhibit A-1 to this Prospectus
Supplement and (ii) described as being cross-collateralized
and cross-defaulted with each other Mortgage Loan
representing an allocable portion of the related
indebtedness. See the notes to the tables set forth in
Exhibit A-1.
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<PAGE>
o In some cases, multiple parcels of real property securing a
single Mortgage Loan have been treated as a single "Mortgaged
Property" because of their proximity to each other, the
interrelationship of their operations or for other reasons
deemed appropriate by the Depositor.
o This Prospectus Supplement refers to certain properties
specifically by name. You should construe each reference to a
named property as a reference to the Mortgaged Property
identified by that name on Exhibit A-1 to this Prospectus
Supplement.
o Statistical information regarding the Mortgage Loans may
change prior to the date of issuance of the Certificates due
to changes in the composition of the Mortgage Pool prior to
the Closing Date.
o Certain capitalized terms used with respect to the Mortgage
Loans are defined under "Summary of Prospectus Supplement--
The Mortgage Loans and Mortgaged Properties" in this
Prospectus Supplement.
o The Cut-off Date Balances as presented in this Prospectus
Supplement are based upon the assumption that all scheduled
payments due on the Mortgage Loans on or before the Cut-off
Date are timely made and further, that there are no
unscheduled collections of principal with respect to any
Mortgage Loan during the period from May 1, 1999 up to and
including the Cut-off Date.
Each Mortgage Loan constitutes an obligation of the related Borrower to
repay a specified sum with interest. Each Mortgage Loan is evidenced by a
promissory note (a "Mortgage Note") and secured by a mortgage, deed of trust,
deed to secure debt or other similar security instrument (a "Mortgage") that
creates a first mortgage lien on the fee simple and/or leasehold interest of the
related Borrower or another party in one or more Mortgaged Properties.
The table below shows the number of, and percentage of the Initial Pool
Balance secured by, Mortgaged Properties located in the indicated states.
NUMBER OF % OF INITIAL
STATE MORTGAGED PROPERTIES POOL BALANCE
- ----- -------------------- ------------
California 46 18.3%
Texas 83 16.8%
Florida 27 13.0%
Colorado 18 4.2%
New York 8 3.8%
The remaining Mortgaged Properties are located throughout 34 other
states and the District of Columbia. No more than 3.4% of the Initial Pool
Balance is secured by Mortgaged Properties located in any such other
jurisdiction.
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<PAGE>
The table below shows the number of, and percentage of the Initial Pool
Balance secured by, Mortgaged Properties operated for each indicated purpose.
NUMBER OF % OF INITIAL
PROPERTY TYPE MORTGAGED PROPERTIES POOL BALANCE
- ------------- -------------------- ------------
Retail 78 35.6%
Multifamily Rental 140 34.3%
Office 42 11.7%
Hospitality 15 4.2%
Manufactured Housing Community 16 3.9%
Mixed Use 13 3.4%
Self Storage 23 3.1%
Industrial 13 2.2%
Independent/Assisted Living 2 1.6%
Healthcare 1 0.2%
See "Description of the Trust Funds--Mortgage Loans--Mortgage Loans
Secured by Retail Sales and Service Properties", "--Mortgage Loans Secured by
Multifamily Rental Properties", "--Mortgage Loans Secured by Office Properties"
and "--Mortgage Loans Secured by Other Types of Properties" in the Prospectus.
Certain of the Multifamily Rental Properties are subject to land use restrictive
covenants or contractual covenants that require all or a portion of the units to
be rented to low income tenants. Several of the Multifamily Rental Properties
(including the Multifamily Rental Property identified as Carrollton Place
Apartments) have concentrations of student tenants. Certain of the Multifamily
Rental Properties and the Manufactured Housing Communities consist of all or a
majority of the individual units, and the corresponding interests in the common
areas and facilities, of a condominium property whose homeowners association is
controlled by the related Borrower.
The table below shows the number and percentage (based on Cut-off Date
Balance) of Mortgage Loans that are secured by first mortgage liens on each of
the specified interests in the related Mortgaged Properties.
ENCUMBERED INTEREST
IN THE RELATED NUMBER OF % OF INITIAL
MORTGAGED PROPERTY MORTGAGED PROPERTIES POOL BALANCE
----------------- ------------------- ------------
Fee* 337 98.1%
Fee in Part, Leasehold in Part 2 1.2%
Leasehold 4 0.6%
- ------------------
* Fee also includes cases where the fee and leasehold interests in the same
property are both encumbered.
The Mortgage Pool includes 18 Portfolio Loans. Each Portfolio Loan is,
by its terms or through cross-collateralization with other Portfolio Loans,
secured by two or more Mortgaged Properties. A group of cross-collateralized
Portfolio Loans consists of two or more Mortgage Loans that either (i) are
cross-collateralized and cross-defaulted with each other or (ii) represent the
allocated portions of a single amount of mortgage loan indebtedness. However,
the amount of the Mortgage encumbering any particular Mortgaged Property may be
less than the full amount of the related Portfolio Loan or group of
cross-collateralized Portfolio Loans (in general, to avoid recording tax). Such
Mortgage amount may equal the appraised value or allocated loan amount for such
Mortgaged Property, thereby limiting the extent to which proceeds therefrom
would be available to offset declines in value with respect to other Mortgaged
Properties securing the same Portfolio Loan or group of cross-collateralized
Portfolio Loans.
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Certain Portfolio Loans entitle the related Borrower(s) to obtain (at
any time following the related Lock-out Period) a release of one or more of the
related Mortgaged Properties and/or a termination of the applicable
cross-collateralization provisions, subject, in each such case, to the
fulfillment of one or more of the following conditions--
o the pay down of the loan(s) in an amount equal to a specified
percentage (generally 125%) of the portion of the aggregate
loan amount allocated to the Mortgaged Property to be
released;
o the satisfaction of certain debt service coverage and
loan-to-value tests for the remaining Mortgaged Properties;
and/or
o receipt by the lender of confirmation from each Rating Agency
that such action will not result in a qualification,
downgrade or withdrawal of any of the then-current ratings of
the Certificates.
In addition, certain of the Portfolio Loans also entitle the related
Borrower to a release of one or more of the related Mortgaged Properties under
defeasance provisions. See "--Certain Terms and Conditions of the Mortgage
Loans--Defeasance Loans" below.
Set forth below are the number of Mortgaged Properties securing, and
the percentage of the Initial Pool Balance represented by, each Portfolio Loan
and each group of cross-collateralized Portfolio Loans that has an aggregate
Cut-off Date Balance representing at least 1.0% of the Initial Pool Balance.
<TABLE>
<CAPTION>
NUMBER OF STATES
WHERE THE
NUMBER OF MORTGAGED
MORTGAGED PROPERTIES % OF INITIAL
PORTFOLIO LOANS AND GROUPS OF CROSS-COLLATERALIZED PORTFOLIO LOANS PROPERTIES ARE LOCATED POOL BALANCE
- ------------------------------------------------------------------ ---------- ----------- ------------
<S> <C> <C> <C>
The Fifteen Southeast Realty Loans 4 1 3.7%
The Alliance Loans 3 1 3.0%
The Stone Fort Loans 5 1 2.3%
Mortgage Loans secured by Cherry Creek Retirement Village/
Remington Heights Retirement Community 2 2 1.6%
Mortgage Loans secured by Two University Plaza/
800-900 Lanidex Plaza/140 Littleton Road 3 1 1.5%
You should consider each Mortgage Loan to be a nonrecourse obligation
of the related Borrower (i.e., in the event of a payment default by such
Borrower, recourse will be limited to the related Mortgaged Property or
Properties for satisfaction of the Borrower's obligations). In those cases where
recourse to a Borrower or guarantor is permitted under the related Mortgage Loan
documents, the Depositor has not undertaken an evaluation of the financial
condition of any such person. None of the Mortgage Loans is insured or
guaranteed by any governmental entity or by any other person.
CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS
Due Dates. All of the Mortgage Loans provide for Scheduled P&I
Payments to be due on the first day of each month.
Mortgage Rates; Calculations of Interest. Each Mortgage Loan bears
interest at a Mortgage Rate that is fixed until maturity. However, as described
below, each ARD Loan will accrue interest after its Anticipated Repayment Date
at a rate that is in excess of its Mortgage Rate prior to the Anticipated
Repayment Date.
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<PAGE>
As used in this Prospectus Supplement, the term "Mortgage Rate" does
not include the incremental increase in the rate at which interest may accrue on
any Mortgage Loan due to a default or on any ARD Loan after its Anticipated
Repayment Date. As of the Cut-off Date, the Mortgage Rates for the Mortgage
Loans ranged from 6.600% per annum to 9.310% per annum, and the weighted average
Mortgage Rate for the Mortgage Loans was 7.661%.
No Mortgage Loan provides for negative amortization or, except as
described below with respect to the ARD Loans, for the deferral of excess
interest.
Each Mortgage Loan will accrue interest on the basis of one of the
following conventions:
o The actual number of days elapsed during each one-month
accrual period in a year of 360 days (an "Actual/360 Basis").
Mortgage Loans that accrue interest on an Actual/360 Basis
are referred to in this Prospectus Supplement as "Actual/360
Mortgage Loans".
o A 360-day year consisting of twelve 30-day months (a "30/360
Basis"). Mortgage loans that accrue interest on a 30/360
Basis are referred to in this Prospectus Supplement as
"30/360 Mortgage Loans".
The table below shows the number of, and percentage of Initial Pool
Balance represented by, Mortgage Loans that accrue interest based on each of the
foregoing conventions.
NUMBER OF % OF INITIAL
INTEREST ACCRUAL BASIS MORTGAGE LOANS POOL BALANCE
- ---------------------- -------------- ------------
Actual/360 Basis 334 96.5%
30/360 Basis 9 3.5%
Balloon Loans. Three hundred five (305) Mortgage Loans, representing
81.8% of the Initial Pool Balance, are Balloon Loans.
A "Balloon Loan" is characterized by--
o an amortization schedule that is significantly longer than
the actual term of such Mortgage Loan and which, in the case
of the Mortgage Loan secured by the Capital Heights Shopping
Center, representing 0.3% of the Initial Pool Balance, begins
only after the end of an initial two-year interest-only
period, and
o a Balloon Payment being due in respect of such Mortgage Loan
on its stated maturity date.
ARD Loans. Twenty-two (22) Mortgage Loans, representing 15.1% of the
Initial Pool Balance, are ARD Loans.
An "ARD Loan" is characterized by the following features:
o A maturity date that is approximately 20 to 30 years
following origination.
o The designation of an Anticipated Repayment Date that is
generally 10 to 20 years following origination (although one
(1) Mortgage Loan provides for an earlier Anticipated
Repayment Date). The Anticipated Repayment Date for each ARD
Loan is listed on Exhibit A-1 to this Prospectus Supplement.
o The ability of the related Borrower to prepay such Mortgage
Loan, without restriction (including without any obligation to
pay a Prepayment Premium or a Yield Maintenance Charge), at
any time on or after a date that is generally three (3) to six
(6) months prior to the related Anticipated Repayment Date.
o Until its Anticipated Repayment Date, the accrual of interest
at its fixed Mortgage Rate.
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o From and after its Anticipated Repayment Date, the accrual of
interest at a fixed annual rate (the "Revised Rate") that is,
in most cases, equal to the sum of its Mortgage Rate plus an
additional spread (the "Additional Interest Rate"). The
Additional Interest Rate can equal any of the following--
(i) a specified margin which is generally not
more than two percentage points;
(ii) the excess, if any, of (A) the sum of (1)
the applicable U.S. Treasury rate plus (2) a
specified margin of generally not more than
two percentage points, over (B) the Mortgage
Rate; or
(iii) a rate that may equal either the greater or
the lesser of the rates described in clauses
(i) and (ii) above.
o The deferral of any interest accrued in respect of such
Mortgage Loan at its Additional Interest Rate from and after
the related Anticipated Repayment Date (such excess interest
being referred to in this Prospectus Supplement as
"Additional Interest"). Any Additional Interest accrued in
respect of an ARD Loan following its Anticipated Repayment
Date will not be payable until the entire principal balance
of such Mortgage Loan has been paid in full.
o From and after its Anticipated Repayment Date, the
accelerated amortization of such Mortgage Loan out of any and
all monthly cash flow from the related Mortgaged Property
which remains after payment of the applicable Scheduled P&I
Payment and permitted operating expenses and capital
expenditures. Such additional monthly payments of principal
are referred to in this Prospectus Supplement as "Accelerated
Amortization Payments". Accelerated Amortization Payments and
Additional Interest are considered separate from Scheduled
P&I Payments due in respect of any ARD Loan.
In general, the Borrower under each ARD Loan has agreed to enter into a
cash management agreement not less than three (3) months prior to the related
Anticipated Repayment Date (if it has not already executed such an agreement)
whereby the Borrower or the manager of the Mortgaged Property is required to
deposit or cause the deposit of all revenue from the related Mortgaged Property
received after the related Anticipated Repayment Date into a designated account
controlled by the mortgagee under such ARD Loan (a "Lockbox Account").
Fully Amortizing Loans. Sixteen (16) Mortgage Loans, representing
3.0% of the Initial Pool Balance, are Fully Amortizing Loans.
A "Fully Amortizing Loan" is characterized by--
o equal Scheduled P&I Payments throughout the substantial term
of such Mortgage Loan, and
o an amortization schedule that is approximately equal to the
actual term of such Mortgage Loan,
such that the Mortgage Loan will fully or substantially amortize over its term
if the Borrower timely makes all Scheduled P&I Payments.
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<PAGE>
Amortization of Principal. The table below shows (in months) the
original and remaining amortization schedules and terms to maturity (or, in the
case of the ARD Loans, terms to their respective Anticipated Repayment Dates)
for the Mortgage Loans (or the specified sub-groups thereof) as of the Cut-off
Date.
</TABLE>
<TABLE>
<CAPTION>
FULLY AMORTIZING
BALLOON LOANS ARD LOANS LOANS ALL MORTGAGE LOANS
------------- --------- ----------------- ------------------
<S> <C> <C> <C> <C>
Original Term to Maturity
Maximum 180 240 300 300
Minimum 84 60 180 60
Weighted Average 119 141 264 127
Remaining Term to Maturity
Maximum 178 232 300 300
Minimum 82 52 178 52
Weighted Average 118 134 256 124
Original Amortization Term
Maximum 360 360 300 360
Minimum 156 240 180 156
Weighted Average 348 355 264 346
Remaining Amortization Term
Maximum 360 359 300 360
Minimum 145 228 178 145
Weighted Average 346 348 256 344
</TABLE>
Certain Mortgage Loans provide for a recast of the amortization
schedule and an adjustment of the Scheduled P&I Payments thereon upon
application of specified amounts of condemnation proceeds or insurance proceeds
to pay the unpaid principal balance of the Mortgage Loan.
Voluntary Prepayment Provisions. In general, as of their respective
dates of origination, the Mortgage Loans provided for:
o a period (a "Lock-out Period") during which voluntary
principal prepayments are prohibited, followed by
o a period (an "Open Period") during which voluntary principal
prepayments may be made without any Prepayment Consideration.
However, the Mortgage Pool includes fifteen (15) Mortgage Loans,
representing 6.5% of the Initial Pool Balance, that in each case provides for:
o a Lock-out Period, followed by
o a period (a "Prepayment Consideration Period") during which
any voluntary principal prepayment must be accompanied by a
form of Prepayment Consideration, followed by
o an Open Period.
Partial prepayments of certain Mortgage Loans are required under
certain circumstances, notwithstanding otherwise applicable Lock-out Periods.
See "Certain Terms and Conditions of the Mortgage Loans--Other Payment
Provisions" below.
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<PAGE>
The table titled "Characteristics of the Mortgage Loans" on Exhibit A-1
shows the type of prepayment provision that corresponds to each Mortgage Loan as
of its respective date of origination. In addition, the table titled "Prepayment
Provisions as of the Cut-off Date" on Exhibit A-2 shows a breakdown of the
Mortgage Loans based on (i) remaining term to stated maturity (or, in the case
of the ARD Loans, to their respective Anticipated Repayment Dates) and (ii) the
remaining Lock-out Period and/or Prepayment Consideration Period applicable to
each. The prepayment restrictions relating to each Mortgage Loan generally do
not apply to prepayments arising out of a casualty or condemnation of the
related Mortgaged Property, and prepayments of such type are generally not
required to be accompanied by any Prepayment Consideration. The aggregate
characteristics of the prepayment provisions of the Mortgage Pool will vary over
time as Lock-out Periods expire and Mortgage Loans either enter Open Periods or
enter periods during which a Prepayment Consideration may be required in
connection with principal prepayments and, thereafter, enter Open Periods, and
as Mortgage Loans are prepaid, repurchased, replaced or liquidated on account of
default or delinquency. The table titled "Mortgage Pool Prepayment Profile" on
Exhibit A-2 shows the percentage of the aggregate Stated Principal Balance of
the Mortgage Loans scheduled to be outstanding immediately prior to the
Distribution Date occurring in June of each year (through 2018) as to which each
type of prepayment provision would be in effect based on the "Maturity
Assumptions" and a 0% CPR. See "Yield and Maturity Considerations--The Maturity
Assumptions" in this Prospectus Supplement.
As described below under "--Defeasance Loans", most of the Mortgage
Loans permit the Borrower (in general, no earlier than the second anniversary of
the Closing Date) to obtain a release of the related Mortgaged Property (or,
where applicable, one or more of the related Mortgaged Properties) from the lien
of the related mortgage or other security instrument by delivering United States
government securities as substitute collateral. The Borrower under a Defeasance
Loan may effect a defeasance during a Lock-out Period. The table titled
"Prepayment Type as of the Cut-off Date" on Exhibit A-2 shows a breakdown of the
Mortgage Loans based on (i) the type of combination of prepayment and/or
defeasance provisions and (ii) the remaining Lock-out Period and/or Prepayment
Consideration Period applicable to each.
Lock-out Periods. All of the Mortgage Loans provide for Lock-out
Periods as of the Cut-off Date and--
o the maximum remaining Lock-out Period as of the Cut-off Date
is 294 months,
o the minimum remaining Lock-out Period as of the Cut-off Date
is 26 months, and
o the weighted average remaining Lock-out Period as of the
Cut-off Date is 113 months.
Partial prepayments of certain Mortgage Loans are required under
certain circumstances, notwithstanding such Lock-out Periods. See "--Certain
Terms and Conditions of the Mortgage Loans--Other Prepayment Provisions" below.
Prepayment Consideration. In the case of most Mortgage Loans that
provide for a Prepayment Consideration Period, the applicable Prepayment
Consideration will equal the greater of a Prepayment Premium (calculated at 1.0%
of the amount prepaid) and a Yield Maintenance Charge.
When applicable with respect to GECA Mortgage Loans, a Yield
Maintenance Charge will generally equal the sum of the present values on the
date of prepayment of the "monthly interest shortfalls" for the remaining term
of such Mortgage Loan to its stated maturity date or Anticipated Repayment Date
(as applicable in accordance with the terms of the related loan documents),
discounted at a monthly compounded rate equal to the yield to maturity
computed by a linear interpolation of the on-the-run United States Treasury
curve of the then remaining weighted average life of such Mortgage Loan
(calculated in accordance with the related loan documents). The "monthly
interest shortfall" will be calculated for each applicable Due Date following
the date of prepayment and will equal 1/12 of the product of--
(a) the principal amount being prepaid, multiplied by
(b) the excess, if any, of (i) the yield derived from compounding
semi-annually the Mortgage Rate of such Mortgage Loan, over
(ii) the Treasury yield described above compounded on a
semi-annual basis.
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<PAGE>
When applicable with respect to Column Mortgage Loans, a Yield
Maintenance Charge will generally equal the product of--
(a) the principal amount being prepaid (expressed as a percentage
of the outstanding principal balance of such Mortgage Loan,
prior to giving effect to the prepayment), multiplied by
(b) as determined on or shortly before the date of prepayment,
the excess, if any, of:
(i) the present value of all future Scheduled P&I
Payments (including the related Balloon Payment) on
such Mortgage Loan through and including maturity,
as determined by discounting at a semi-annual rate
equal to the yield per annum on United States
Treasury securities having a maturity closest to the
maturity of such Mortgage Loan, over
(ii) the outstanding principal balance of such Mortgage
Loan immediately prior to the prepayment.
When applicable with respect to GSMC Mortgage Loans originated by FMAC,
a Yield Maintenance Charge will generally equal the product of--
(a) the principal amount being prepaid, multiplied by
(b) the difference obtained by subtracting (i) the "Yield Rate"
from (ii) the Mortgage Rate, times
(c) the present value factor calculated using the following
formula:
-n
1 - (1 + r )
--------------
r
r = "Yield Rate"
n = the number of years and any fraction thereof,
remaining between the date the prepayment is made and
the maturity date of such Mortgage Loan.
The "Yield Rate" means the yield rate corresponding to the time of
prepayment for the applicable U.S. Treasury Security (as indicated in the
related Mortgage Note), as reported in The Wall Street Journal. If the Yield
Rate is not published for the applicable U.S. Treasury Security, then the "Yield
Rate" shall mean the yield corresponding to the time of prepayment for the
nearest equivalent U.S. Treasury Security (as selected at the lender's sole
discretion) as reported in The Wall Street Journal. If the publication of such
Yield Rate in The Wall Street Journal is discontinued, the lender shall
determine such Yield Rate from another source selected by the lender in the
lender's sole discretion.
For purposes of calculating a Yield Maintenance Charge in respect of an
ARD Loan, however, such Mortgage Loan will generally be treated as if it is a
Balloon Loan that matures on its Anticipated Repayment Date.
Prepayment Premiums and Yield Maintenance Charges received on the
Mortgage Loans will be allocated and distributed to the persons, in the amounts
and in accordance with the priorities described under "Description of the
Offered Certificates--Distributions--Distributions of Prepayment Premiums and
Yield Maintenance Charges" in this Prospectus Supplement. Limitations may exist
under applicable state law on the enforceability of the provisions of the
Mortgage Loans that require payment of Prepayment Premiums or Yield Maintenance
Charges, and neither the Depositor nor either Underwriter makes any
representation or warranty as to the collectability of any Prepayment Premium or
Yield Maintenance Charge in respect of any Mortgage Loan. See "Risk
Factors--Risks Related to the Mortgage Loans--Limitations on the Enforceability
and Collectability of Prepayment Premiums and Yield Maintenance Charges" in this
Prospectus Supplement and "Certain Legal Aspects of Mortgage Loans--Default
Interest and Limitations on Prepayments" in the Prospectus.
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Open Periods. Where a Mortgage Loan provides for an Open Period, the
Open Period generally (but not always) begins three (3) to six (6) months prior
to stated maturity (or, in the case of an ARD Loan, prior to the related
Anticipated Repayment Date).
Other Prepayment Provisions. Certain of the Mortgage Loans (including
the Mortgage Loan secured by Charles River Center) provide for mandatory partial
prepayments, notwithstanding any Lock-out Period that may be in effect. In such
cases, the related Borrower established reserves that will be applied to a
partial prepayment of the respective Mortgage Loan if certain tenants at the
Mortgaged Property do not or are unable to renew their leases (in some cases on
certain specified terms), if certain tenants fail to take possession of leased
space or if certain property performance criteria are not met by a specified
date.
In certain of these cases, the applicable Mortgage Loan requires the
Borrower to pay a Prepayment Consideration in connection with a mandatory
partial prepayment. Such Prepayment Consideration may be less than the
Prepayment Consideration that would be required if the Borrower made a voluntary
principal prepayment during any applicable Prepayment Consideration Period for
the subject Mortgage Loan.
One (1) GSMC Mortgage Loan originated by Archon Financial allows for a
partial prepayment with Prepayment Consideration, in connection with a release
of certain outparcels. Such partial prepayment cannot exceed $300,000.
Defeasance Loans. Three hundred twenty-eight (328) Mortgage Loans,
representing 93.5% of the Initial Pool Balance, are Defeasance Loans. This does
not include, however, three (3) Mortgage Loans, representing 1.6% of the Initial
Pool Balance, as to which, during most of the loan term, the related Borrower is
permitted, at its option, to either prepay the Mortgage Loan (with Prepayment
Consideration) or defease such Mortgage Loan.
A "Defeasance Loan" is a Mortgage Loan that, during specified periods
and subject to certain conditions, permits the related Borrower to pledge to the
holder of such Mortgage Loan the requisite amount of direct, non-callable United
States government securities (the "Defeasance Collateral") and thereby obtain a
release of the related Mortgaged Property (or, in the case of a Portfolio Loan,
one or more of the related Mortgaged Properties). In general, the Defeasance
Collateral to be delivered in connection with the defeasance of any Defeasance
Loan must provide for a series of payments that--
o will be made prior, but as closely as possible, to all
successive Due Dates through and including the maturity date,
and
o will, in the case of each such Due Date, be in an aggregate
amount equal to or greater than the Scheduled P&I Payment
(including, if applicable, the Balloon Payment) due on such
date (with any excess to be returned to the related
Borrower).
For purposes of determining the Defeasance Collateral in respect of an ARD Loan,
however, such ARD Loan will be treated as if it is a Balloon Loan that matures
on its Anticipated Repayment Date.
If fewer than all of the Mortgaged Properties securing any Portfolio
Loan are to be released in connection with any such defeasance, the amount of
the Defeasance Collateral will be calculated based on the allocated loan amount
for the Mortgaged Properties to be released and the portion of the Scheduled P&I
Payments attributable to such allocated loan amount.
In connection with any such defeasance, the related Borrower will be
required to deliver a security agreement granting the Trust a first priority
security interest in the Defeasance Collateral, together with an opinion of
counsel confirming the first priority status of such security interest.
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In general, no such defeasance will be permitted prior to the second
anniversary of the Closing Date, except as follows:
PROPERTY NAME CUT-OFF DATE BALANCE EARLIEST DEFEASANCE DATE
- ------------- -------------------- ------------------------
OfficeMax $1,761,049 June 1, 2001
The Shadowbrook Apartments $9,397,777 June 1, 2001
"Due-on-Sale" and "Due-on-Encumbrance" Provisions. The Mortgage Loans
generally contain both a "due-on-sale" clause and a "due-on-encumbrance" clause.
In general, subject to the discussion below, these clauses either permit the
holder of the Mortgage to accelerate the maturity of the related Mortgage Loan
if the Borrower sells or otherwise transfers or encumbers the related Mortgaged
Property or prohibit the Borrower from doing so without the consent of the
holder of the Mortgage. See, however, "Risk Factors--Risks Related to the
Mortgage Loans--Limitations on Enforceability of Other Provisions" in this
Prospectus Supplement and "Risk Factors--Certain Factors Affecting Delinquency,
Foreclosure and Loss of the Mortgage Loans--Limitations on Enforceability of
Due-on-Sale and Debt-Acceleration Clauses" and "Certain Legal Aspects of
Mortgage Loans--Due on Sale and Due-on-Encumbrance Provisions" in the
Prospectus. However, many of the Mortgage Loans permit one or more of the
following:
o transfers of the related Mortgaged Property if (in the case
of each such transfer) specified conditions are satisfied
(which, in general, include confirmation by each Rating
Agency that the transfer will not result in a qualification,
downgrade or withdrawal of any of its then current ratings of
the Certificates) or the transfer is to a transferee
reasonably acceptable to the lender;
o a transfer of the related Mortgaged Property to a person that
is affiliated with or otherwise related to the Borrower;
o certain specified transfers by the Borrower of the related
Mortgaged Property in accordance with the provisions of the
Mortgage Loan; or
o a transfer of certain beneficial interests in the Borrower.
In general, the Master Servicer or the Special Servicer, as applicable,
will be required to determine, in a manner consistent with the servicing
standard described in this Prospectus Supplement under "Servicing of the
Mortgage Loans--General", whether to exercise any right the holder of any
Mortgage may have under either a "due-on-sale" or "due-on-encumbrance clause" to
accelerate payment of the related Mortgage Loan. However, in the case of certain
Mortgage Loans, neither the Master Servicer nor the Special Servicer may waive
its rights or grant its consent under any "due-on-sale" or "due-on-encumbrance"
clause unless (i) it has received written confirmation from each Rating Agency
that such action would not result in the qualification, downgrade or withdrawal
of any of its then-current ratings then assigned by such Rating Agency to any
Class of Certificates and (ii) in the case of a waiver by the Master Servicer,
it has received the consent of the Special Servicer. With respect to
"due-on-sale" clauses, this requirement will be applicable only if the
outstanding principal balance of the subject Mortgage Loan (together with the
aggregate outstanding principal balance of all other Mortgage Loans that are
cross-collateralized with the subject Mortgage Loan or have been made to the
same Borrower or affiliated Borrowers) is greater than or equal to a specified
percentage of the then aggregate principal balance of the Mortgage Pool. In the
case of "due-on-encumbrance" provisions, this requirement will always be
applicable.
See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale and
Due-on-Encumbrance" in the Prospectus.
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CERTAIN MORTGAGE POOL CHARACTERISTICS
General. A detailed presentation of certain characteristics of the
Mortgage Loans and Mortgaged Properties, on an individual basis and in tabular
format, is set forth in Exhibits A-1 and A-2 to this Prospectus Supplement.
Certain capitalized terms that appear in those exhibits, as well as elsewhere in
this Prospectus Supplement, are defined below. Due to rounding, percentages and
amounts in the tables set forth in Exhibits A-1 and A-2 to this Prospectus
Supplement may not add to the indicated totals. See the notes to the tables set
forth in Exhibit A-1 for an identification of each group of Mortgage Loans that
are collectively represented by a single mortgage note or form a group of
cross-collateralized Mortgage Loans.
1. "Underwritten Net Cash Flow", "Underwritten NCF" or "U/W NCF" means,
with respect to any Mortgaged Property, an estimate, made at or about the time
of origination (or, in certain cases, in connection with the sale of the
Mortgage Loans to the Depositor) of the related Mortgage Loan, of the total cash
flow anticipated to be available for annual debt service on such Mortgage Loan,
calculated as the excess of Estimated Annual Revenues over Estimated Annual
Operating Expenses. Estimated Annual Revenues and Estimated Annual Operating
Expenses were generally derived in the manner described below.
(a) The "Estimated Annual Revenues" for any Mortgaged
Property generally equal the Base Estimated Annual Revenues for such
Mortgaged Property, adjusted upward or downward, as appropriate, to
reflect any Revenue Modifications made thereto.
The "Base Estimated Annual Revenues" for each Mortgaged
Property were generally assumed to equal--
o in the case of Multifamily Rental Properties and Mortgaged
Properties that constitute manufactured housing communities
("Manufactured Housing Properties"), the annualized amounts
of gross potential rents,
o in the case of Mortgaged Properties primarily used for
commercial purposes ("Commercial Properties"), other than
Mortgaged Properties that constitute hotels, motels or other
similar lodging facilities (such Mortgaged Properties, the
"Hospitality Properties"), monthly contractual base rents as
reflected in the rent roll or leases, plus tenant
reimbursements,
o in the case of Hospitality Properties, estimated average
room sales; and
o in the case of Mortgaged Properties operated as
independent/assisted living or healthcare facilities, annual
revenues consistent with historical operating trends and
market and competitive conditions.
The "Revenue Modifications" made to the Base Estimated Annual
Revenues for any Mortgaged Property for purposes of establishing its
Estimated Annual Revenues include--
o adjusting such revenues downwards by applying a combined
vacancy and rent loss (including concessions) adjustment that
reflected then current occupancy (or, in some cases, an
occupancy that was itself adjusted for historical trends or
market rates of occupancy with consideration to competitive
properties),
o adjusting such revenues upwards to reflect, in the case of
some tenants, increases in base rents scheduled to occur
during the following 12 months,
o adjusting such revenues upwards for percentage rents based on
contractual requirements, sales history and historical trends
and, additionally, for other estimated income consisting of,
among other items, late fees, laundry income, application
fees, cable television fees, storage charges, electrical pass
throughs, pet charges, janitorial services, furniture rental
and parking fees,
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o adjusting such revenues downwards in certain instances where
rental rates were determined to be significantly above market
rates and the subject space was then currently leased to
tenants that did not have long-term leases or were believed
to be unlikely to renew their leases, and
o in the case of Hospitality Properties, adjusting such
revenues upwards to include estimated revenues from food
and beverage, telephones and other hotel related income.
By way of example, Estimated Annual Revenues generally
include:
o for Multifamily Rental Properties and Manufactured Housing
Properties, rental and other revenues;
o for Hospitality Properties, room, food and beverage,
telephone and other revenues,
o for Mortgaged Properties operated as independent/assisted
living or healthcare facilities, resident charges, Medicaid
and Medicare payments, and other revenues; and
o for other Commercial Properties, base rent, percentage rent,
expense reimbursements and other revenues.
(b) The "Estimated Annual Operating Expenses" for any
Mortgaged Property generally equal the Historical Annual Operating
Expenses for such Mortgaged Property, adjusted upward or downward, as
appropriate, to reflect any Expense Modifications made thereto.
The "Historical Annual Operating Expenses" for any Mortgaged
Property generally consist of historical expenses reflected in the
operating statements and/or other financial information provided by the
related Borrower. Such historical expenses with respect to any
Mortgaged Property were generally obtained/estimated--
o from operating statements relating to a complete fiscal year
of the Borrower ended in 1996, 1997 or 1998 or a trailing
twelve (12) month period ended in 1998 or 1999,
o by annualizing the amount of expenses for partial 1998 or
1999 periods for which operating statements were available,
with certain adjustments for certain items deemed
inappropriate for annualization,
o by calculating a stabilized estimate of operating expenses
which takes into consideration historical financial
statements and material changes in the operating position of
the related Mortgaged Property (such as newly signed leases
and market data), or
o if the property was recently constructed, by calculating an
estimate of operating expenses based upon the appraisal of
the Mortgaged Property or market data.
The "Expense Modifications" made to the Historical Annual
Operating Expenses for any Mortgaged Property for purposes of
calculating its Estimated Annual Operating Expenses include--
o assuming that a management fee (in most cases, equal to
approximately 3% to 5% of total revenues) was payable to the
property manager,
o adjusting certain historical expense items upwards or
downwards to reflect inflation and/or industry norms for the
particular type of property,
o including the underwritten recurring replacement reserve
amounts (the "U/W Recurring Replacement Reserves"),
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o adjusting historical expenses downwards by eliminating
certain items which are considered non-recurring in nature or
which are considered capital improvements, including
recurring capital improvements,
o in the case of Hospitality Properties, adjusting historical
expenses to reflect reserves for furniture, fixtures and
equipment ("FF&E") of between 4% and 5% of total revenues,
o in the case of Hospitality Properties and certain Multifamily
Rental Properties, Retail Properties and Mortgaged Properties
operated for industrial purposes, adjusting historical
expenses upward or downward to result in an expense-to-room
or expense-to-total revenues ratio that approximates
historical or industry norms, and
o in the case of certain Mortgaged Properties used primarily
for office, retail and industrial purposes, adjusting
historical expenses to account for stabilized tenant
improvements and leasing commissions ("U/W Leasing
Commissions and Tenant Improvements") at costs consistent
with historical trends or prevailing market conditions
(however, for certain tenants with longer than average lease
terms or which were considered anchor tenants at a particular
Retail Property, or in areas which were considered not to
require such improvements, adjustments were not made to
reflect tenant improvements and leasing commissions).
The amount of any U/W Recurring Replacement Reserves and/or
U/W Leasing Commissions and Tenant Improvements for each Mortgaged
Property is shown in the table titled "Engineering Reserves and
Recurring Replacement Reserves" on Exhibit A-1. The U/W Recurring
Replacement Reserves shown on Exhibit A-1 are expressed as dollars per
Unit in the case of Multifamily Rental Properties, Mortgaged Properties
operated as independent/assisted living or healthcare facilities and
Manufactured Housing Properties, a percentage of total departmental
revenues in the case of Hospitality Properties and dollars per Leasable
Square Footage in the case of other Commercial Properties.
By way of example, Estimated Annual Operating Expenses
generally include salaries and wages, the costs or fees of utilities,
repairs and maintenance, replacement reserves, marketing, insurance,
management, landscaping, security (if provided at the property) and the
amount of taxes, general and administrative expenses, ground lease
payments and other costs, but without any deductions for debt service,
depreciation and amortization or capital expenditures or reserves
therefor (except as described above). In the case of Mortgaged
Properties used in whole or in part for retail, office and industrial
purposes, Estimated Annual Operating Expenses include both expenses
that may be recovered from tenants and those that are nonrecoverable.
In the case of certain Mortgaged Properties used in whole or in part
for retail, office and industrial purposes, Estimated Annual Operating
Expenses may have included leasing commissions and tenant improvement
costs. In the case of the Hospitality Properties, Estimated Annual
Operating Expenses include departmental expenses, reserves for FF&E,
management fees and (where applicable) franchise fees.
The management fees and reserves assumed in calculating Underwritten
Net Cash Flow differ in many cases from actual management fees and reserves
actually required under the loan documents for the Mortgage Loans. In addition,
actual conditions at the Mortgaged Properties will differ, and may differ
substantially, from the conditions assumed in calculating Underwritten Net Cash
Flow. In particular, in the case of Mortgaged Properties used for retail, office
and industrial purposes, the assumptions regarding tenant vacancies, tenant
improvements and leasing commissions, future rental rates, future expenses and
other conditions used in calculating Underwritten Net Cash Flow may differ
substantially from actual conditions. Furthermore, the Underwritten Net Cash
Flow for a Mortgaged Property does not reflect the effects of future competition
or economic cycles. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE UNDERWRITTEN
NET CASH FLOW FOR A MORTGAGED PROPERTY SHOWN ON EXHIBIT A-1 TO THIS PROSPECTUS
SUPPLEMENT WILL BE REPRESENTATIVE OF THE ACTUAL FUTURE NET CASH FLOW FOR SUCH
PROPERTY.
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UNDERWRITTEN NET CASH FLOW AND THE REVENUES AND EXPENDITURES USED TO
DETERMINE UNDERWRITTEN NET CASH FLOW FOR EACH MORTGAGED PROPERTY ARE DERIVED
FROM GENERALLY UNAUDITED INFORMATION FURNISHED BY THE RELATED BORROWER (HOWEVER,
IN CERTAIN CASES, AN ACCOUNTING FIRM PERFORMED AGREED UPON PROCEDURES, OR
EMPLOYEES OF THE RELATED ORIGINATOR OR AN ACCOUNTING FIRM PERFORMED CASH FLOW
VERIFICATION PROCEDURES, THAT WERE INTENDED TO IDENTIFY ANY ERRORS IN THE
INFORMATION PROVIDED BY THE RELATED BORROWER). AUDITS OF INFORMATION FURNISHED
BY BORROWERS COULD RESULT IN CHANGES TO SUCH INFORMATION. SUCH CHANGES COULD IN
TURN RESULT IN THE UNDERWRITTEN NET CASH FLOW SHOWN ON EXHIBIT A-1 TO THIS
PROSPECTUS SUPPLEMENT BEING OVERSTATED. NET INCOME FOR A MORTGAGED PROPERTY AS
DETERMINED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") WOULD NOT BE
THE SAME AS THE UNDERWRITTEN NET CASH FLOW FOR SUCH MORTGAGED PROPERTY SHOWN ON
EXHIBIT A-1 TO THIS PROSPECTUS SUPPLEMENT. IN ADDITION, UNDERWRITTEN NET CASH
FLOW IS NOT A SUBSTITUTE FOR OR COMPARABLE TO OPERATING INCOME AS DETERMINED IN
ACCORDANCE WITH GAAP AS A MEASURE OF THE RESULTS OF A PROPERTY'S OPERATIONS NOR
A SUBSTITUTE FOR CASH FLOWS FROM OPERATING ACTIVITIES DETERMINED IN ACCORDANCE
WITH GAAP AS A MEASURE OF LIQUIDITY.
2. "Underwritten Net Operating Income", "Underwritten NOI" or "U/W NOI"
means, with respect to any Mortgaged Property, the Underwritten Net Cash Flow
for such Mortgaged Property, increased by any and all of the following items
that were included in the Estimated Annual Operating Expenses for purposes of
calculating the Underwritten Net Cash Flow for such Mortgaged Property--
o U/W Recurring Replacement Reserves;
o capital improvements, including recurring capital
improvements;
o in the case of Hospitality Properties, expenses
for FF&E; and
o in the case of certain Mortgaged Properties used primarily
for office, retail and industrial purposes, U/W Leasing
Commissions and Tenant Improvements.
3. "Appraised Value" means, for any Mortgaged Property, the "as is"
(or, if provided, the "as cured") value estimate reflected in the most recent
appraisal. The appraiser's "cured value", as stated in the appraisal, is
generally calculated as the sum of the "as is" value set forth in the related
appraisal plus the estimated costs (as of the date of appraisal of the related
Mortgaged Property), if any, of implementing any deferred maintenance required
to be undertaken immediately or in the short term under the terms of the
Mortgage Loan. In general, the amount of costs assumed by the appraiser for such
purposes is based on an estimate by the individual appraiser, an estimate by the
related Borrower, the estimate set forth in the property condition assessment
conducted in connection with the origination of the related Mortgage Loan or a
combination of such estimates.
4. "Annual Debt Service" means, for any Mortgage Loan, twelve times the
amount of the Scheduled P&I Payment under such Mortgage Loan as of the first Due
Date that follows the Cut-off Date or, in the case of any Balloon Loan that has
an interest-only period followed by an amortization period, the amount of the
Scheduled P&I Payment under such Mortgage Loan as of the commencement of the
amortization period.
5. "Underwritten Debt Service Coverage Ratio", "Underwritten DSCR" or
"U/W DSCR" means:
(a) with respect to any Mortgage Loan (other than a
Portfolio Loan), the ratio of (i) the Underwritten
Net Cash Flow for the related Mortgaged Property, to
(ii) the Annual Debt Service for such Mortgage Loan;
and
(b) with respect to any Portfolio Loan, the ratio of (i)
the aggregate Underwritten Net Cash Flow for the
related Mortgaged Properties that secure such
Portfolio Loan (and any and all other Portfolio
Loans with which it is cross-collateralized), to
(ii) the aggregate Annual Debt Service with respect
to such Portfolio Loan (and any and all other
Portfolio Loans with which it is
cross-collateralized).
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6. "Cut-off Date Loan-to-Value Ratio" or "Cut-off Date LTV Ratio"
means:
(a) with respect to any Mortgage Loan (other than a
Portfolio Loan), the ratio of (i) the Cut-off Date
Balance of such Mortgage Loan, to (ii) the Appraised
Value of the related Mortgaged Property; and
(b) with respect to any Portfolio Loan, the ratio of (i)
the entire Cut-off Date Balance of such Portfolio
Loan (and any and all other Portfolio Loans with
which it is cross-collateralized), to (ii) the
aggregate Appraised Value for the related Mortgaged
Properties securing such Portfolio Loan (and any and
all other Portfolio Loans with which it is
cross-collateralized).
7. "Leasable Square Footage", "S.F." or "Sq. Ft." means, in the case of
a Commercial Property (other than a Hospitality Property), the estimated square
footage of the gross leasable area at such property, as reflected in information
provided by the related Borrower or in the appraisal on which the related
Appraised Value is based.
8. "Units" means, (a) in the case of a Multifamily Rental Property or a
Mortgaged Property operated as an independent/assisted living facility, the
estimated number of apartments at such property, regardless of the number or
size of the rooms in such apartments, (b) in the case of a Mortgaged Property
operated as a healthcare facility, the estimated number of beds in such facility
and (c) in the case of a Manufactured Housing Property, the estimated number of
pads at such property upon which a mobile home can be hooked up, in each such
case, as reflected in information provided by the related Borrower or in the
appraisal on which the related Appraised Value is based.
9. "Rooms" means, in the case of a Hospitality Property, the estimated
number of rooms and/or suites, without regard to the size of such rooms or the
number or size of the rooms in such suites, as reflected in information provided
by the related Borrower or in the appraisal on which the related Appraised Value
is based.
10. "Occupancy Rate at Underwriting" or "Occupancy Rate at U/W"
generally means the percentage of Leasable Square Footage (in the case of
Commercial Properties other than Hospitality Properties) or Units (in the case
of Multifamily Rental Properties, Manufactured Housing Properties and Mortgaged
Properties operated as an independent/assisted living or a healthcare facility)
of the subject Mortgaged Property that were occupied or leased as of the
approximate date of the original underwriting of the related Mortgage Loan (as
updated, in certain cases when the Depositor deemed appropriate and information
was available, with more current occupancy information), as reflected in
information provided by the related Borrower or in the appraisal on which the
related Appraised Value is based. INFORMATION SHOWN IN THIS PROSPECTUS
SUPPLEMENT WITH RESPECT TO ANY WEIGHTED AVERAGE OF OCCUPANCY RATES AT U/W
EXCLUDES HOSPITALITY PROPERTIES FROM THE RELEVANT CALCULATIONS.
11. "Major Tenant" means one of the top three (3) tenants (based on the
net rentable area of its space) at a Commercial Property primarily used for
retail, office or industrial purposes, which tenant leases 10% or more of the
net rentable area of such property.
12. "LC & TI" means, with respect to any Mortgaged Property,
leasing commissions and tenant improvements.
13. "Year Built" means, with respect to any Mortgage Loan, the year
when construction of the related Mortgaged Property was principally completed,
as reflected in information provided by the related Borrower or in the appraisal
on which the related Appraised Value is based. With respect to Mortgage Loans
secured by multiple properties or by properties built in phases, the Year Built
may relate to the earliest, latest or average year in which such properties or
phases were built, as the Depositor deems relevant.
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14. "Year Renovated" means, with respect to any Mortgage Loan, the year
when the most recent substantial renovation of the related Mortgaged Property
(or any particular aspect thereof) was principally completed, as reflected in
information provided by the related Borrower or in the appraisal on which the
related Appraised Value is based. With respect to Mortgage Loans secured by
multiple properties or by properties renovated in phases, the Year Renovated may
relate to the earliest, latest or average year in which such properties or
phases were renovated, as the Depositor deems relevant.
15. "Most Recent DSCR" means:
(a) with respect to any Mortgage Loan (other than a
Portfolio Loan), the ratio of (i) the Most Recent
NOI for the related Mortgaged Property, to (ii) the
Annual Debt Service for such Mortgage Loan; and
(b) with respect to any Portfolio Loan, the ratio of (i)
the aggregate Most Recent NOI for the related
Mortgaged Properties that secure such Portfolio Loan
(and any and all other Portfolio Loans with which it
is cross-collateralized) to (ii) the aggregate
Annual Debt Service with respect to such Portfolio
Loan (and any and all other Portfolio Loans with
which it is cross-collateralized).
16. "Most Recent Operating Statement Date" means, with respect to each
Mortgage Loan, the date indicated on Exhibit A-1 as the "Most Recent Operating
Statement Date" with respect to such Mortgage Loan. In general, such date is the
end date of the period covered by the latest available annual (or, in some
cases, partial-year) operating statement.
17. "Most Recent NOI" means, with respect to any Mortgaged Property,
the NOI derived therefrom that was available for debt service, calculated as
Most Recent Revenues less Most Recent Expenses. (See also "NOI" below.) For
purposes of Most Recent NOI--
o "Most Recent Revenues" are the Revenues (see "Revenues" in
Paragraph No. 18 below) received (or annualized or estimated
in certain cases) in respect of a Mortgaged Property for the
twelve (12) month period ended as of the Most Recent
Operating Statement Date, based upon the latest available
annual (or, in some cases, partial-year) operating statement
and other information furnished by the related Borrower.
o "Most Recent Expenses" are the Expenses (see "Expenses" in
Paragraph No. 18 below) incurred (or annualized or estimated
in certain cases) for a Mortgaged Property for the twelve
(12) month period ended as of the Most Recent Operating
Statement End Date, based upon the latest available annual
(or, in some cases, partial-year) operating statement and
other information furnished by the related Borrower.
18. "NOI" means, with respect to any Mortgaged Property, the total cash
flow available for annual debt service on the related Mortgage Loan, generally
calculated as the excess of Revenues over Expenses. For purposes of NOI:
o "Revenues" generally consist of all revenues received in
respect of a Mortgaged Property, including--
(i) for the Multifamily Rental Properties and
Manufactured Housing Properties, rental and other
revenues;
(ii) for the Mortgaged Properties operated as
independent/assisted living or healthcare
facilities, resident charges, Medicaid and Medicare
payments and other revenues;
(iii) for the Commercial Properties other than Hospitality
Properties, base rent, percentage rent, expense
reimbursements and other revenues; and
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(iv) for the Hospitality Properties, guest room rates,
food and beverage charges, telephone charges and
other revenues.
o "Expenses" generally consist of all expenses incurred for a
Mortgaged Property, including salaries and wages, the costs
or fees of utilities, repairs and maintenance, marketing,
insurance, management, landscaping, security (if provided at
the property) and the amount of real estate taxes, general
and administrative expenses, ground lease payments and other
costs but without any deductions for debt service,
depreciation, amortization, capital expenditures, leasing
commissions and tenant improvements or FF&E. In the case of
Hospitality Properties, Expenses also include expenses
relating to guest rooms, food and beverage costs, telephone
bills and rental and other expenses, and such operating
expenses as general administrative expenses, marketing
expenses and franchise fees.
19. "Maturity/ARD Balance" means, with respect to any Mortgage Loan,
the principal balance thereof due at stated maturity (or, in the case of any ARD
Loan, on the related Anticipated Repayment Date) pursuant to the payment
schedule for such Mortgage Loan (and otherwise assuming no prepayments, defaults
or extensions).
20. "Maturity/ARD Loan-to-Value Ratio" or "Maturity/ARD LTV"
means:
(a) with respect to any Mortgage Loan (other than a Portfolio
Loan) that is a Balloon Loan or an ARD Loan, the ratio of (i)
the Maturity/ARD Balance for such Mortgage Loan to (ii) the
Appraised Value of the related Mortgaged Property; and
(b) with respect to any Portfolio Loan that is a Balloon Loan or
an ARD Loan, the ratio of (i) the Maturity/ARD Balance for
such Portfolio Loan (and any and all other Portfolio Loans
with which it is cross-collateralized) to (ii) the aggregate
Appraised Value for the Mortgaged Properties securing such
Portfolio Loan (and any and all other Portfolio Loans with
which it is cross-collateralized).
ADDITIONAL MORTGAGE LOAN INFORMATION
Delinquencies. No Mortgage Loan will be as of the Cut-off Date, or has
been at any time during the twelve (12) month period preceding the Cut-off Date,
thirty (30) days or more delinquent in respect of any Scheduled P&I Payment.
No "Premium Loans". No Mortgage Loan is a "premium loan", (i.e., no
Borrower received more loan proceeds than the original principal balance of its
Mortgage Loan in exchange for agreeing to a higher Mortgage Rate).
Tenant Matters. Set forth below are certain special considerations
regarding tenants at the MortgagedProperties--
o Certain Mortgage Loans are, in each case, secured by a Retail
Property, an Office Property or a Mortgaged Property used for
industrial purposes that is leased to one or more Major
Tenants.
o Certain companies are Major Tenants with respect to more
than one Mortgaged Property.
o There are several cases in which a particular entity is a
tenant at multiple Mortgaged Properties, and although it may
not be a Major Tenant at any such property, it may be
significant to the success of such properties.
o Ten (10) of the Multifamily Rental Properties, representing
1.4% of the Initial Pool Balance, have material
concentrations of student tenants.
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Ground Leases. Four (4) of the Mortgage Loans, representing 0.6% of the
Initial Pool Balance, are secured, in whole or in material part, by a Mortgage
on the Borrower's leasehold interest in the related Mortgaged Property.
In each such case, either:
o the ground lessor has subordinated its interest in the
related Mortgaged Property to the interest of the holder of
the related Mortgage Loan; or
o the ground lessor has agreed to give the holder of the
related Mortgage Loan notice of, and the right to cure, any
default or breach by the lessee and the related ground lease
(giving effect to all extension options) expires more than 10
years after the stated maturity of the related Mortgage Loan.
See "Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold
Considerations" in the Prospectus.
Additional and Other Financing. The following table indicates those
Mortgaged Properties that are known to the Depositor to be encumbered by secured
subordinate debt, the initial principal amount of the debt, and the Cutoff Date
Balances of the related Mortgage Loans and also sets forth, in the case of each
such Mortgaged Property, the initial principal amount of such secured
subordinate debt:
[CAPTION]
<TABLE>
% OF INITIAL
POOL BALANCE
CUT-OFF DATE BALANCE REPRESENTED INITIAL PRINCIPAL
OF RELATED BY RELATED AMOUNT OF SECURED
MORTGAGED PROPERTY MORTGAGE LOAN MORTGAGE LOAN SUBORDINATE DEBT
- ------------------ -------------- ------------- ----------------
<S> <C> <C> <C>
Ontario Plaza $13,558,185 0.9% $1,675,000 (1)
Pines of Westbury $12,940,243 0.8% $1,670,000 (1)(2)
Pleasant Hill Executive Park $7,515,312 0.5% $473,641 (1)
</TABLE>
- ------------------
(1) The subordinate lender has executed a Subordination Agreement and/or a
Standstill Agreement.
(2) The property has $2,780,241 of unsecured debt which is also subject to a
Subordination Agreement and/or a Standstill Agreement.
The Mortgage Loan secured by the Rivermont Park Property permits future
secured subordinate debt subject to certain conditions, including the delivery
of a subordination and standstill agreement.
In addition, Borrowers under eleven (11) Mortgage Loans, representing
5.1% of the Initial Pool Balance (and including the Mortgage Loans secured by
the Weis Plaza, The Admiral Apartments & The Drake Apartments, Cherry Creek
Retirement Village, Pickwick Apartments, Silver Cliff Apartments, 201
Commonwealth Court, The Court at Deptford II, Carrollton Place Apartments,
Welshwood Apartments, Cypress Center and Pines of Westbury), have unsecured debt
of which the Depositor is aware. In some such cases, the lender on such debt is
an affiliate of the Borrower. In each such case, the lender on such unsecured
debt has executed and delivered a Subordination Agreement and a Standstill
Agreement in favor of the mortgagee under the related Mortgage Loan. In
addition, some of the Mortgage Loans permit the related Borrower to incur
unsecured subordinated debt in the future, subject to delivery of a
Subordination Agreement and/or Standstill Agreement and, in certain cases,
provisions that limit the use of proceeds to refurbishing or renovating the
property and/or acquiring furniture, fixtures and equipment for the property.
Further, if a Borrower was not required to meet "single purpose entity,
bankruptcy remote" criteria, then the related Mortgage Loan documents may not
prohibit or limit the incurrence of future unsecured debt. Additional debt, in
any form, may cause a diversion of funds from property maintenance and increase
the likelihood that the Borrower will become the subject of a bankruptcy
proceeding.
Except as described above, the Depositor has not been able to confirm
whether the respective Borrowers under the Mortgage Loans have any other debt
outstanding.
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Owners of certain Borrowers under the Mortgage Loans have incurred
so-called "mezzanine debt" that is secured by their ownership interests in such
Borrowers. Such financing effectively reduces the indirect equity interest of
any such owner in the related Mortgaged Property. With respect to at least seven
(7) Mortgage Loans, representing 6.9% of the Initial Pool Balance (including the
Mortgage Loan secured by Oakwood Plaza), the Depositor is aware that the owners
of the related Borrower have pledged their equity interests in such Borrower to
secure "mezzanine debt". In particular, the owner of the Borrower under the
Mortgage Loan secured by Oakwood Plaza has pledged its equity interest in such
Borrower (together with other collateral) to secure a revolving credit facility.
An affiliate of GECA is the lender of the related revolving credit facility. The
Mortgage Loans Secured by Oakwood Village Apartments and the Stone Fort
Properties permit the pledge of the equity interests in the related Borrower to
secure future loans to the principals of such Borrower. See "Risks Related to
the Offered Certificates--Potential Conflicts of Interest". No such "mezzanine
debt" is included in the Mortgage Pool.
See "Risk Factors--Risks Related to the Mortgage Loans--Risks of
Subordinate Debt and Other Additional Financing" in this Prospectus Supplement.
CERTAIN UNDERWRITING MATTERS
General. In connection with the origination of the respective Mortgage
Loans, the related Originator evaluated each Mortgaged Property in a manner
generally consistent with the standards described below. See also "Description
of the Trust Funds--Mortgage Loans--Default and Loss Considerations with Respect
to the Mortgage Loans" in the Prospectus.
Environmental Assessments. In general, a third-party environmental
consultant conducted an environmental site assessment (or updated a previously
conducted assessment) with respect to each Mortgaged Property during the
20-month period preceding the Cut-off Date. In some cases, additional
environmental testing was conducted. Such environmental testing at any
particular Mortgaged Property did not necessarily cover all potential
environmental issues. For example, tests for contaminants such as radon,
lead-based paint and lead in water were performed only at certain Retail and
Multifamily Rental Properties and only when the Originator of the related
Mortgage Loan believed such testing was warranted under the circumstances. In
some cases, the related environmental site assessment was limited in scope.
The above-described environmental testing identified various adverse or
potentially adverse environmental conditions at the respective Mortgaged
Properties. In many such cases, the identified condition related to the presence
of ACMs, lead-based paint and/or radon. Where such substances were present, the
environmental consultant generally recommended, and the related Mortgage Loan
documents required, the establishment of an operation and maintenance plan (an
"O&M Plan") to address the issue or, in the case of certain Mortgaged Properties
with ACMs and lead-based paint, an abatement or removal program.
In some cases, the cost to remediate or prevent an adverse
environmental condition at a particular Mortgaged Property was estimated to cost
more than $50,000. Such cases include--
o with respect to the Comfort Inn - San Jose, an initial
environmental escrow in the amount of $300,000 was
established. The environmental escrow will be disbursed upon
the related Borrower's completion of the following: (i) a
subsurface investigation, pursuant to the requirements of the
Santa Clara Valley Water Authority, to determine the extent
of any groundwater contamination; (ii) if required,
remediation of any contamination; and (iii) issuance of a no
further action letter by the Santa Clara Valley Water
Authority;
o with respect to Diamond Bar Towne Center, an initial
environmental escrow in the amount of $100,000 was
established for implementing preventative release measures
relating to monitoring of the water table until the state
water authority issues a "No Further Action Letter"
regarding the stabilization of migrating perchloreythylene
relating to a tenant's former operation of an on-site
dry-cleaning service;
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<PAGE>
o with respect to Colima Plaza, an initial environmental reserve
of $93,750 was established for remediation work relating to a
former tenant's operation of an on-site dry-cleaning service;
o with respect to the Mortgaged Properties securing the Alliance
Loans, an initial environmental escrow in the amount of
$62,500 was established as part of the repair and remediation
reserve account for the investigation and repair of three (3)
pad-mounted transformers; and
o with respect to the Kirkland Business Center, an initial
environmental reserve of $50,000 was established for
remediation work relating to a former tenant.
There may be other environmental conditions (such as asbestos,
lead-based paint or underground storage tanks) which did not require the
establishment of significant environmental reserves or remediation at the time
the related loan was made. If any such environmental conditions are not properly
addressed by the related Borrower, however, it could result in substantial
environmental liability for the Trust, as further described hereunder.
In cases where the environmental consultant recommended specific
remediation of an adverse environmental condition, the related Originator
generally (but not always) required the related Borrower either: (i) to effect
such remediation prior to closing; or (ii) to effect such remediation
post-closing and, in connection therewith, to deposit with the lender a cash
reserve in a sum sufficient (generally equal to 100% to 125% of the estimated
cost) to complete the remediation; or (iii) to obtain environmental insurance.
Some Borrowers have not satisfied all post-closing obligations required by the
related Mortgage Loan documents with respect to environmental matters. There can
be no assurance that recommended O&M Plans have been or will continue to be
implemented.
In several cases, the environmental site assessment for a Mortgaged
Property identified potential environmental problems at nearby properties but
indicated that the subject Mortgaged Property had not been affected (or had been
minimally affected), the potential for the problem to affect the subject
Mortgaged Property was limited and/or a person responsible for remediation had
been identified.
The information contained in this Prospectus Supplement regarding
environmental conditions at the Mortgaged Properties is based on the
environmental assessments and has not been independently verified by the
Depositor, the Mortgage Loan Sellers, the Underwriters, the Master Servicer, the
Special Servicer, the Trustee, the REMIC Administrator, or any of their
respective affiliates. There can be no assurance that such environmental
assessments or studies, as applicable, identified all environmental conditions
and risks, or that any such environmental conditions will not have a material
adverse effect on the value of or cash flow from the related Mortgaged Property.
The Pooling Agreement requires that the Special Servicer obtain an
environmental site assessment of a Mortgaged Property prior to acquiring title
thereto or assuming its operation. Such requirement precludes enforcement of the
security for the related Mortgage Loan until a satisfactory environmental site
assessment is obtained (or until any required remedial action is taken). In
addition, there can be no assurance that the requirements of the Pooling
Agreement will effectively insulate the Trust from potential liability for a
materially adverse environmental condition at any Mortgaged Property. See
"Servicing of the Mortgage Loans" in this Prospectus Supplement and "Description
of the Pooling Agreements--Realization Upon Defaulted Mortgage Loans", "Risk
Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the
Mortgage Loans--Risk of Liability Arising from Environmental Conditions" and
"Certain Legal Aspects of Mortgage Loans--Environmental Considerations" in the
Prospectus.
Property Condition Assessments. Either a licensed architect or a
third-party engineering firm inspected all of the Mortgaged Properties (or
updated previously conducted inspections) during the 20-month period preceding
the Cut-off Date to assess exterior walls, roofing, interior construction,
mechanical and electrical systems and the general condition of the site,
buildings and other improvements located at each such Mortgaged Property.
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Such inspections identified various deferred maintenance items and
necessary capital improvements at certain of the Mortgaged Properties. The
resulting inspection reports generally included an estimate of cost for any
recommended repairs or replacements at a Mortgaged Property, which in certain
cases, exceeded $100,000. When repairs or replacements were recommended, the
related Borrower was required to undertake necessary repairs or replacements
and, in some instances, to establish reserves, generally in the amount of 100%
to 125% of the cost estimated in the inspection report, to fund deferred
maintenance or replacement items that the reports characterized as in need of
prompt attention. See the table titled "Engineering Reserves and Recurring
Replacement Reserves" on Exhibit A-1 to this Prospectus Supplement. There can be
no assurance that another inspector would not have discovered additional
maintenance problems or risks, or arrived at different, and perhaps
significantly different, judgments regarding the problems and risks disclosed by
the respective inspection reports and the cost of corrective action.
Appraisals and Market Studies. An independent appraiser that is
state-certified and/or a member of the Appraisal Institute conducted an
appraisal of each Mortgaged Property during the 20-month period preceding the
Cutoff Date in order to establish the property value of such Mortgaged Property.
Such appraisals (collectively, the "Appraisals") constitute the basis for the
"Appraised Values" set forth for the respective Mortgaged Properties on Exhibit
A-1 to this Prospectus Supplement.
The Appraisals represent the analysis and opinions of the respective
appraisers at or before the origination of the respective Mortgage Loans. The
Appraisals have not been updated following the origination of the respective
Mortgage Loans and are not guarantees of, and may not be indicative of, the
present or future value of the Mortgaged Properties. There can be no assurance
that another appraiser would not have arrived at a different valuation of any
particular Mortgaged Property, even if such appraiser used the same general
approach to, and the same method of, appraising such Mortgaged Property. Neither
the Depositor nor either Underwriter has confirmed the values of the respective
Mortgaged Properties set forth in the Appraisals.
In general, appraisals seek to establish the amount a typically
motivated buyer would pay a typically motivated seller. However, such amount
could be significantly higher than the amount obtained from the sale of a
Mortgaged Property under a distress or liquidation sale. Implicit in the
Appraised Values for the Mortgaged Properties shown on Exhibit A-1 to this
Prospectus Supplement, is the consummation of a sale as of a specific date and
the passing of title from seller to buyer under conditions whereby:
o buyer and seller are typically motivated;
o both parties are well informed or well advised, and each is
acting in what he considers his own best interests;
o a reasonable time is allowed for exposure in the open market;
o payment is made with cash in U.S. dollars or on comparable
financial terms; and
o the price represents the normal consideration for the property
sold unaffected by special or creative financing or sales
concessions granted by anyone associated with the sale.
Each Appraisal involved a physical inspection of the related Mortgaged
Property and reflects a correlation of value based on indicated values by the
Sales Comparison Approach, the Income Approach and/or the Cost Approach.
o In the "Sales Comparison Approach", the subject property is
compared to similar properties that have been sold recently or
for which listing prices or offering figures are known. Data
for generally comparable properties are used and comparisons
are made to demonstrate a probable price at which the subject
property would sell if offered on the market.
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<PAGE>
o Under the "Income Approach", market value is determined by
using the "discounted cash flow" method of valuation or by
the "direct capitalization" method. The discounted cash flow
analysis is used in order to measure the return on a real
estate investment and to determine the present value of the
future income stream expected to be generated by the
property. The future income of the property, as projected
over an anticipated holding period, and the resulting net
operating incomes or cash flows are then discounted to
present value using an appropriate discount rate. The direct
capitalization method generally converts an estimate of a
single year's income expectancy (or, in some cases, a
hypothetical stabilized single years' income expectancy)
into an indication of value by dividing the income estimate
by an appropriate capitalization rate. An applicable
capitalization method and appropriate capitalization rates
are developed for use in computations that lead to an
indication of value. In utilizing the Income Approach, the
appraiser's method of determination of gross income, gross
expense and net operating income may vary from the method of
determining Underwritten Net Cash Flow, resulting in
variances in the related net operating income values.
o Under the "Cost Approach" of valuing a property, the estimated
value of the land is added to an estimate of the current
replacement cost of the improvements less depreciation from
all sources.
The Appraisal for each Mortgaged Property or a separate letter contains
a statement by the respective appraiser to the effect that the appraisal
guidelines set forth in Title XI of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, as amended ("FIRREA"), were followed in preparing
such Appraisal. However, none of the Depositor, either Underwriter, any Mortgage
Loan Seller or any Originator has independently verified the accuracy of such
statement.
In the case of certain Mortgage Loans that constitute acquisition
financing, the related Borrower may have acquired the related Mortgaged Property
at a price less than the Appraised Value on which such Mortgage Loan was
underwritten.
Zoning and Building Code Compliance. In connection with the
origination of each Mortgage Loan, the related Originator examined whether the
use and operation of the related Mortgaged Property were in material compliance
with zoning, land-use, environmental, building, fire and health ordinances,
rules, regulations and orders then-applicable to such Mortgaged Property.
Evidence of such compliance may have been in the form of legal opinions,
certifications from government officials, title insurance endorsements,
engineering or consulting reports and/or representations by the related
Borrower. In certain instances, a certificate of occupancy was not available.
Where the Mortgaged Property as currently operated constituted a permitted
nonconforming use and/or structure, an analysis was generally conducted as to
(i) the likelihood that a material casualty would occur that would prevent the
Mortgaged Property from being rebuilt in its current form and (ii) whether
existing replacement cost hazard insurance or, if necessary, supplemental "law
or ordinance coverage" would, in the event of a material casualty, be sufficient
to satisfy the entire Mortgage Loan or, taking into account the cost of repair,
be sufficient to pay down the Mortgage Loan to a level that the remaining
collateral would constitute adequate security for the remaining loan amount.
Hazard, Liability and Other Insurance. Although exceptions exist, each
Mortgage generally requires the related Borrower to maintain the following
insurance coverage--
o Hazard insurance in an amount that is (subject to a customary
deductible) at least equal to the lesser of the outstanding
principal balance of the related Mortgage Loan and 100% of
the full insurable replacement cost of the improvements
located on the such Mortgaged Property. In general, the
standard form of hazard insurance policy covers physical
damage to, or destruction of, the improvements on a
Mortgaged Property by fire, lightning, explosion, smoke,
windstorm and hail, riot or strike and civil commotion,
subject to the conditions and exclusions set forth in each
policy. In some cases, however, a Borrower or tenant is
permitted to self-insure the subject Mortgaged Property,
provided that such party or an affiliate maintains a
specified net worth.
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o If any portion of a Mortgaged Property was in an area
identified in the Federal Register by the Flood Emergency
Management Agency as having special flood hazards, flood
insurance meeting the requirements of the Federal Insurance
Administration guidelines, if available, in an amount that is
not less than the least of: (i) the outstanding principal
balance of such Mortgage Loan; (ii) except in certain cases,
the full insurable value of such Mortgaged Property; and (iii)
the maximum amount of insurance available under the National
Flood Insurance Act of 1968, as amended.
o Comprehensive general liability insurance against claims for
personal and bodily injury, death or property damage occurring
on, in or about such Mortgaged Property, in an amount at least
equal to $1 million per occurrence.
o Business interruption or rent loss insurance in an amount not
less than 100% of the projected rental income or revenue from
such Mortgaged Property for at least six months (or,
alternatively, in a specified dollar amount).
In general, the Mortgaged Properties (including those located in
California) are not insured against earthquake risks. In the case of Mortgaged
Properties (other than those that are manufactured housing communities) located
in California; however, a third party consultant to the related Originator
conducted seismic studies to assess the "probable maximum loss" for such
Mortgaged Property. In general, when the resulting reports concluded that a
Mortgaged Property was likely to experience a "probable maximum loss" in excess
of 25% of the estimated replacement cost of the improvements, the related
Originator required the Borrower to obtain earthquake insurance or establish
reserves to cover the estimated costs of completing seismic retrofitting
recommended by the consultant, unless the original loan-to-value ratio was
relatively low.
With respect to each Mortgaged Property (including each Mortgaged
Property securing a Specially Serviced Mortgage Loan), the Master Servicer is
required to cause the maintenance of all such insurance coverage as is
required under the related Mortgage to the extent (i) the Trust has an insurable
interest and (ii) the Master Servicer can require maintenance of such insurance
under applicable law.
Under the terms of several Mortgage Loans, the related Borrower is
required to keep its Mortgaged Property insured against loss by fire, hazards,
rent loss and such other hazards, casualties, liabilities and contingencies as
the mortgagee determines to require in its discretion and in such amounts and
for such periods as the mortgagee determines to require in its discretion. In
such cases, the Master Servicer will be required to use reasonable efforts
consistent with the Servicing Standard (as defined in this Prospectus Supplement
under "Servicing of the Mortgage Loans--General") to cause the related Borrowers
under the Mortgage Loans to maintain insurance generally in the amounts, type
and scopes of coverage required under the other Mortgage Loans as described
above.
Various forms of insurance maintained with respect to a Mortgaged
Property, including casualty insurance, environmental insurance (in the limited
number of cases where it was obtained), earthquake insurance (in the limited
number cases where it was obtained) or other insurance, may be provided under a
blanket policy that also covers other Mortgaged Properties and/or other
properties not securing the Mortgage Loans. As a result of aggregate limits
under any such blanket policy, losses at other properties covered thereby may
reduce the amount of insurance coverage with respect to a Mortgaged Property
covered thereby. See "Risk Factors--Risks Related to the Mortgage
Loans--Uninsured Loss; Sufficiency of Insurance".
With limited exception, the Mortgage Loans generally provide that
insurance and condemnation proceeds are to be applied either--
o to restore the related Mortgaged Property; or
o towards payment of the related Mortgage Loan.
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The Special Servicer is required to maintain for each REO Property
generally the same types of insurance policies providing coverages in the same
amounts as were previously required under the Mortgage that had covered such
property.
The Master Servicer and the Special Servicer may each satisfy its
obligations regarding maintenance of the hazard insurance policies referred to
in this Prospectus Supplement by maintaining a blanket policy or master force
placed insurance policy insuring against hazard losses on all of the related
Mortgage Loans. If any such blanket or master policy contains a deductible
clause, the Master Servicer or the Special Servicer, as the case may be, will be
required, in the event of a casualty covered by such blanket or master policy,
to deposit or cause to be deposited in the Certificate Account (as defined in
the Prospectus) all sums that would have been deposited therein but for such
deductible clause (but only to the extent such sums would have been paid if an
individual hazard insurance policy referred to above had been in place). See
"Description of the Pooling Agreements--Hazard Insurance Policies" in the
Prospectus.
The applicable Originator and its successors and assigns are the
beneficiaries under separate title insurance policies with respect to each
Mortgage Loan. Each title insurer will enter into such co-insurance and
reinsurance arrangements with respect to the title insurance policy as are
customary in the title insurance industry. Subject to certain exceptions,
including standard exceptions regarding claims made in the context of insolvency
proceedings, the title insurance policy will provide coverage to the Trustee for
the benefit of Certificateholders for claims made against the Trustee regarding
the priority and validity of the Borrowers' title to the Mortgaged Properties.
CASH MANAGEMENT AND CERTAIN ESCROWS AND RESERVES
Cash Management. In the case of forty-five (45) of the Mortgage Loans,
representing 33.1% of the Initial Pool Balance, a "cash management" system has
been implemented for the deposit of property revenues into a separate account.
In the case of the certain Mortgage Loans (including the Mortgage Loans
secured by the Herald Center Property and the Oakwood Plaza Property), tenants
are required to remit all or a portion of the rental payments to a Lockbox
Account that is under the sole control of the mortgagee and the Borrower is not
authorized to make withdrawals from such account (any such Lockbox Account, a
"Hard Lockbox Account"). In the other cases, the related Borrower or the manager
of the related Mortgaged Property is required to deposit property revenues into
an account that is under the joint control of the related Borrower and the
Master Servicer. In such other cases, the Borrower is authorized to make
withdrawals from such account from time to time until the occurrence of an event
of default under such Mortgage Loan, in which case the Master Servicer or the
Special Servicer would be entitled, under preexisting instructions furnished to
the depository institution at which such account is maintained, to direct such
depository institution to no longer honor payment requests made by the Borrower
(any such Lockbox Account, a "Soft Lockbox Account"). In general, no later than
the related Anticipated Repayment Date, the Borrower under each ARD Loan will be
required (if it has not previously done so) to establish a Hard Lockbox Account
under the sole control of the Master Servicer into which all revenue from the
related Mortgaged Property will be directly deposited.
Central Accounts. In the case of most Mortgage Loans, including all of
the Mortgage Loans as to which a "cash management" system has been implemented,
central accounts have been established for the purpose of holding amounts
required to be on deposit as reserves for taxes and insurance, capital
improvements, FF&E and certain other purposes, as applicable (such accounts, the
"Central Accounts"). As of the Closing Date, the Central Accounts will be under
the sole control of the Master Servicer. In the case of most Mortgage Loans as
to which there is a Central Account, such Central Account will be funded out of
monthly escrow and/or reserve payments by the related Borrower or from funds
transferred from the related Lockbox Account. In the case of Mortgage Loans as
to which there are Hard Lockbox Accounts, however, the Central Account may be
the same as such Lockbox Account.
Tax and Insurance Escrows. In the case of three hundred twenty-five
(325) Mortgage Loans, representing 92.1% of the Initial Pool Balance, tax and
insurance escrows (the "Tax and Insurance Escrows") were established, either as
separate accounts or, if applicable, as sub-accounts of any related Central
Account, and each related Borrower is generally required to deposit on a monthly
basis an amount equal to one-twelfth of the annual real estate taxes and
assessments and one-twelfth of the annual premiums payable on insurance policies
that the Borrower is required to maintain. If an escrow
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was established, such funds will generally be applied by the Master Servicer to
pay for items such as taxes, assessments and insurance premiums at the related
Mortgaged Property.
Under certain other Mortgage Loans, the insurance carried by the
related Borrower is in the form of a blanket policy. In such cases, the amount
of the escrow is an estimate of the pro rata share of the premium allocable to
the related Mortgaged Property, or the related Borrower pays the premium
directly. Under certain Mortgage Loans, the related Borrower delivered letters
of credit from third parties in lieu of establishing and funding a deposit
account for tax and insurance escrows. Under certain Mortgage Loans, a tenant at
the related Mortgaged Property is responsible for paying all or a portion of the
real estate taxes and assessments and/or insurance premiums directly. In such
cases, escrows generally are not required.
Recurring Replacement Reserves. The table titled "Engineering Reserves
and Recurring Replacement Reserves" on Exhibit A-1 to this Prospectus Supplement
shows the reserve deposits that Borrowers are, in some cases, required to make
into a separate account or, if applicable, a sub-account of any related Central
Account for certain capital replacements, repairs and FF&E (such a reserve, a
"Contractual Recurring Replacement Reserve") and/or for leasing commissions and
tenant improvements (such a reserve, a "Contractual Recurring LC&TI Reserve") on
the related Mortgaged Property under the terms of the respective Mortgage Loan.
The Contractual Recurring Replacement Reserves and Contractual
Recurring LC&TI Reserves shown in such table are in each case expressed as
dollars per Unit for Multifamily Rental Properties and Manufactured Housing
Properties, a percentage of total departmental revenues for Hospitality
Properties and dollars per Leasable Square Foot for other Commercial Properties.
The Contractual Recurring Replacement Reserves and Contractual Recurring LC&TI
Reserves set forth in such table for most of the Mortgaged Properties are
initial amounts and may vary over time. In such cases, the related Mortgage Note
and/or other related documents may provide for applicable reserve deposits to
cease upon achieving predetermined maximum amounts in the related reserve
account. In addition, in some such cases, reserves for leasing commissions and
tenant improvements were determined for specific tenant spaces, in which cases,
the execution of a lease covering such space could result in the termination
and/or release of such reserve. Under certain Mortgage Loans, the related
Borrowers are permitted to deliver letters of credit from third parties in lieu
of establishing and funding a deposit account for replacement reserves or
reserves for leasing commissions and tenant improvements.
Engineering Reserves. The table titled "Engineering Reserves and
Recurring Replacement Reserves" on Exhibit A-1 to this Prospectus Supplement
shows the reserves (the "Engineering Reserves") established as and when required
under the related loan documents, either as a separate account (or, if
applicable, as a sub-account of any related Central Account), or in some cases
in the form of a letter of credit pledged to the lender, as a result of the
inspections of certain Mortgaged Properties described above under "--Certain
Underwriting Matters--Property Condition Assessments". The repair/replacement
items for which such reserves were established are generally items identified by
the property inspection firm as in need of repair or replacement in order to
restore the Mortgaged Property to a condition generally consistent with
competitive properties of similar age and quality or to comply with regulatory
requirements. Because the Engineering Reserve for any Mortgaged Property shown
in such table reflects only the cost estimate determined by the respective
inspection firm for items that the related Originator determined significant
enough to require a reserve, and/or because in some cases items identified in a
report were corrected prior to closing of the Mortgage Loan, the Engineering
Reserve for certain Mortgage Loans may be less than the cost estimate set forth
in the related report.
The Engineering Reserve for several Mortgaged Properties was a
significant amount and substantially in excess of the cost estimate set forth in
the related inspection report because the related Originator required the
Borrower to establish reserves for the completion of major work that had been
commenced. No Engineering Reserve is required to be replenished. The amounts set
forth in such table represent the amounts of the Engineering Reserves required
at the respective dates of origination of the Mortgage Loans, and there can be
no assurance that the work for which reserves were required will be completed in
a timely manner or that the reserved amount will be sufficient therefor.
S-85
<PAGE>
SIGNIFICANT MORTGAGE LOANS
The Oakwood Plaza Loan. The "Oakwood Plaza Loan" has a Cut-off Date
Balance of $67,944,452, representing 4.4% of the Initial Pool Balance. GECC
originated the Oakwood Plaza Loan. The Oakwood Plaza Loan is secured by a
Mortgage (the "Oakwood Plaza Mortgage") encumbering the fee interest of the
related Borrower (the "Oakwood Plaza Borrower") in a retail center (the "Oakwood
Plaza Property") located in southern Florida. The Oakwood Plaza Borrower is a
limited partnership organized under the laws of Delaware. It is also an
affiliate of Swerdlow Real Estate Group, Inc. (the "Swerdlow REIT"), which
entity is the sole general partner of SREG Operating Limited Partnership (the
"Swerdlow Operating Partnership"). The Swerdlow REIT, which is privately held,
was formed in January 1999, and holds a commercial portfolio of properties in
various stages of development. The Swerdlow REIT was capitalized by various
equity investors including MJS SREG, LLC, PM SREG Holdings, LLC, Fidelity
Management Trust Company, Fidelity Management & Research Company, Colony
Capital, Inc., Landmark Partners, Inc., The Board of Trustees of the Leland
Stanford Jr. University and Institutional Property Consultants, Inc.
The Oakwood Plaza Loan is an ARD Loan with an Anticipated Repayment
Date of February 1, 2009 and a final maturity of February 1, 2029. The Oakwood
Plaza Loan amortizes on a 30-year schedule. The fixed Mortgage Rate on the
Oakwood Plaza Loan is 8.180% per annum. However, on the Anticipated Repayment
Date, the per annum rate at which interest accrues on the Oakwood Plaza Loan
will increase to the original Mortgage Rate plus two percentage points (2%).
The Oakwood Plaza Loan accrues interest on an Actual/360 Basis.
The Oakwood Plaza Borrower may not voluntarily prepay the Oakwood Plaza
Loan until three (3) months prior to the Anticipated Repayment Date. At any time
following the second anniversary of the Closing Date, but prior to the
Anticipated Repayment Date, the Oakwood Plaza Property may be released from the
lien of the Oakwood Plaza Mortgage through a defeasance of 100% of the unpaid
principal balance of the Oakwood Plaza Loan. Defeasance is only permitted upon
the satisfaction of certain terms and conditions, including--
o confirmation from the Rating Agencies that such defeasance
will not result in a withdrawal, downgrade or qualification of
the then current ratings on the Certificates, and
o delivery of certain legal opinions and documentation.
The Oakwood Plaza Property. The Oakwood Plaza Property is controlled by
the Swerdlow REIT. The Oakwood Plaza Property is a Retail Property with the
characteristics described in the table below.
<TABLE>
<CAPTION>
NO. OF YR. BUILT/ OCCUPANCY APPRAISED
PROPERTY NAME LOCATION SQ. FT. RENOVATED AT U/W U/W NCF VALUE
- ------------- -------- ------- --------- ------ ------- -----
<S> <C> <C> <C> <C> <C> <C>
Oakwood Plaza Hollywood, FL 885,713 1994/1997 96% $7,507,540 $85,600,000
</TABLE>
S-86
<PAGE>
The Oakwood Plaza Property is a large retail power center with nearly a
mile of Interstate 95 frontage. The major tenants of the property are described
in the table below.
<TABLE>
<CAPTION>
MONTH AND YEAR SQUARE % OF TOTAL ANNUAL
OF LEASE FEET OF ANNUAL ANNUAL BASE RENT PER
TENANT EXPIRATION LEASED SPACE BASE RENT BASE RENT SQUARE FOOT
- ------ ---------- ------------ --------- --------- -----------
<S> <C> <C> <C> <C> <C>
Home Depot October 2019 157,077 $730,001 8.8% $4.65
Kmart November 2019 114,764 $858,750 10.3% $7.48
BJ's Wholesale Club October 2019 107,653 $968,243 11.6% $9.00
</TABLE>
Kmart has guaranteed a portion of the rent under the BJ's Wholesale
Club lease.
Lockbox. Simultaneously with the closing of the Oakwood Plaza Loan, the
Oakwood Plaza Borrower established a Lockbox Account. The Oakwood Plaza Borrower
has required that all tenants at the Oakwood Plaza Property deposit rent
directly in such Lockbox Account.
Property Management. The Oakwood Plaza Property is subject to a
long-term management agreement with the Swerdlow Operating Partnership. The
management agreement is not terminable by the Oakwood Plaza Borrower, the
manager or any other party, except with the express written consent of the
lender under the Oakwood Plaza Loan. The lender under the Oakwood Plaza Loan may
replace the Swerdlow Operating Partnership as property manager only upon--
o a default by the property manager under such management
agreement, or
o an event of default under the Mortgage Loan, or
o completion of foreclosure.
Appraised Value. The Oakwood Plaza Loan has a Cut-off Date LTV Ratio of
79.4% based on an Appraised Value of the Oakwood Plaza Property of $85,600,000
(as derived from an appraisal conducted during October 1998).
Underwritten DSCR. The Underwritten DSCR of the Oakwood Plaza Loan is
1.23x, based on an aggregate Annual Debt Service of $6,101,242.20 and an
aggregate Underwritten NCF of $7,507,540.
Additional Indebtedness Prohibited. The Oakwood Plaza Borrower may not
encumber the Oakwood Plaza Property with subordinate financing, and no equity
owner may further pledge its interests in the Oakwood Plaza Borrower, in any
event without the consent of the holder of the Oakwood Plaza Loan.
Simultaneously with the closing of the Oakwood Plaza Loan, GECC provided the
Swerdlow REIT, the Swerdlow Operating Partnership and certain affiliates thereof
(other than the Oakwood Plaza Borrower) with a revolving line of credit. The
line of credit is a recourse loan to, and secured by the assets of, the Swerdlow
REIT, the Swerdlow Operating Partnership and such affiliates, which assets
mainly consist of: (i) ownership interests in eleven (11) entities (including
the Oakwood Plaza Borrower), each of which owns real estate (some of which are
stabilized assets and others of which are in various stages of development); and
(ii) certain management and development agreements or a pledge of some or all of
the direct or indirect ownership interests in the manager under certain
management and development agreements. All of such ownership interests,
management and development agreements and pledged ownership interests in such
managers are pledged as security for the line of credit. GECC, as lender under
the line of credit, has entered into a subordination and intercreditor agreement
with GECC as lender under the Oakwood Plaza Loan (which agreement will be
assigned to the Trustee for the benefit of the Trust). GECC may not exercise its
remedies under the line of credit to transfer title to the pledged interests
unless--
o GECC receives confirmation from the Rating Agencies that such
transfer will not result in a withdrawal, downgrade or
qualification of any of the then current ratings of the
Certificates, or
o the transferee is GECC or another institutional transferee.
S-87
<PAGE>
Transfer of Ownership Interests. The Oakwood Plaza Mortgage prohibits
the transfer of interests in the Oakwood Plaza Property or in the Oakwood Plaza
Borrower without the consent of the holder of the Oakwood Plaza Loan. However,
the Oakwood Plaza Mortgage permits transfers of ownership interests in the
Swerdlow REIT, provided, that (a) (i) one or more certain pre-approved investors
(the "Approved Investors") continue to own 51% of the outstanding ownership
interest in the Swerdlow REIT, and (ii) one or more Approved Investors maintain
control of the management and policies of the Oakwood Plaza Borrower, or (b) (i)
such transfers are pursuant, or subsequent, to a registered public offering on a
nationally recognized exchange (other than pursuant to consolidation or merger
with, or acquisition by, a publicly traded entity), and (ii) no person or entity
other than the Approved Investors owns or controls 49% of the outstanding
ownership interest in the Swerdlow REIT, or (c) the holder of the Oakwood Plaza
Loan receives confirmation from the Rating Agencies that such transfer will not
result in a withdrawal, downgrade or qualification of any of the then-current
ratings of the Certificates.
The Fifteen Southeast Realty Loans. The "Fifteen Southeast Realty
Loans" consist of four (4) cross-defaulted and cross-collateralized Mortgage
Loans with an aggregate Cut-off Date Balance of $58,000,000, representing 3.7%
of the Initial Pool Balance. Column originated the Fifteen Southeast Realty
Loans. The Borrower under the Fifteen Southeast Realty Loans (the "Fifteen
Southeast Realty Borrower") is a limited liability company organized under the
laws of Delaware. It is also an affiliate of Fifteen Southeast Realty, Inc.,
which currently owns 16,000 multifamily rental units. The Fifteen Southeast
Realty Loans are secured by Mortgages (the "Fifteen Southeast Realty Mortgages")
on the fee simple interests of the Fifteen Southeast Realty Borrower in four (4)
Multifamily Rental Properties (the "Fifteen Southeast Realty Properties"), all
of which are located in Florida.
Each Fifteen Southeast Realty Loan is a Balloon Loan which matures on
June 1, 2009 and amortizes on a 30-year schedule. Each Fifteen Southeast Realty
Loan accrues interest on an Actual/360 Basis at a fixed Mortgage Rate of 7.880%
per annum.
The Fifteen Southeast Realty Borrower may not voluntarily prepay the
Fifteen Southeast Realty Loans until six (6) months prior to maturity. After the
second anniversary of the Closing Date, the Fifteen Southeast Realty Borrower
may obtain a release of all or one or more of the Fifteen Southeast Realty
Properties from the lien of the Fifteen Southeast Realty Mortgages through a
defeasance of the Fifteen Southeast Realty Loans (or, if fewer than all the
Fifteen Southeast Realty Loans are to be released, through a defeasance of such
portion of the Fifteen Southeast Realty Loans as is equal to 125% of the
allocated loan amount for each Fifteen Southeast Realty Property to be
released). Defeasance is only permitted upon the satisfaction of certain
conditions by the Fifteen Southeast Realty Borrower, including--
o delivery of certain legal opinions and documentation,
o if less than the entire aggregate amount of the Fifteen
Southeast Realty Loans is to be defeased, the debt service
coverage ratio for both the Fifteen Southeast Realty
Properties being released and those properties remaining
secured by the lien of the Fifteen Southeast Realty Mortgages
is not less than the greater of (i) 1.20:1 and (ii) the
underwritten debt service coverage ratio of the Fifteen
Southeast Realty Loans at the time of closing, and
o if less than the entire aggregate amount of the Fifteen
Southeast Realty Loans is to be defeased, the loan-to-value
ratio for both the properties being released and those
remaining secured shall be less than 80%.
S-88
<PAGE>
The Fifteen Southeast Realty Properties. The Fifteen Southeast Realty
Properties consist of four (4) Multifamily Rental Properties having the
characteristics described in the table below.
<TABLE>
<CAPTION>
ALLOCATED
NO. OF YR. BUILT/ OCCUPANCY APPRAISED LOAN
PROPERTY NAME LOCATION APTS. RENOVATED AT U/W VALUE U/W NCF AMOUNT
- ------------- -------- ---- --------- ------ ----- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Arbor Lake Club Apts. Miami, FL 712 1978/1990 94% $37,900,000 $3,247,350 $30,100,000
The Parkview Apts. Pembroke Pines, FL 208 1987 97% 12,000,000 1,018,976 9,550,000
Heron's Cove Apts. Orlando, FL 324 1973/1997 98% 12,700,000 1,030,935 9,500,000
Horizons North Apts. North Miami, FL 276 1982 92% 12,700,000 950,029 8,850,000
----- ----------- ---------- -----------
Total/Wtd. Avg. 1,520 95% $75,300,000 $6,247,290 $58,000,000
</TABLE>
Property Management. The Fifteen Southeast Realty Properties are
subject to management agreements between the Fifteen Southeast Realty Borrower
and Westdale Asset Management Ltd. (the "Fifteen Southeast Realty Property
Manager"), an affiliate of the Fifteen Southeast Realty Borrower. The holder
of the Fifteen Southeast Realty Loans may replace the Fifteen Southeast Realty
Property Manager only upon--
o a default by the Fifteen Southeast Realty Property Manager
under the management agreement, or
o such holder's acquiring title to a Fifteen Southeast Realty
Property by foreclosure or otherwise, or
o a fifty percent (50%) or more change in control of the
ownership of the Fifteen Southeast Realty Property Manager,
or
o upon the occurrence of any event that would constitute
termination for cause.
Cash Management. The Fifteen Southeast Realty Borrower must cause all
rents from the Fifteen Southeast Realty Properties to be deposited into a "rent
account" within one (1) business day of receipt. Unless and until an event of
default occurs under the Fifteen Southeast Realty Loans, the Fifteen Southeast
Realty Borrower will have access to such rent account.
Appraised Value. The Fifteen Southeast Realty Loans have a Cut-off Date
LTV Ratio of 77.0%, based upon an aggregate Appraised Value of the Fifteen
Southeast Realty Properties of $75,300,000 (as derived from appraisals conducted
during April 1999).
Underwritten DSCR. The Underwritten DSCR of the Fifteen Southeast
Realty Loans is 1.24x, based on an aggregate Annual Debt Service of
$5,048,898.60 and an aggregate Underwritten NCF of $6,247,290.
Additional Indebtedness Prohibited. The Fifteen Southeast Realty
Borrower may not encumber the Fifteen Southeast Realty Properties with
subordinate financing without the consent of the holder of the Fifteen Southeast
Realty Loans (although it may incur certain unsecured debt).
Transfer of Ownership Interests. In general, the Fifteen Southeast
Realty Mortgages prohibit the transfer of interests in the Fifteen Southeast
Realty Properties or controlling interests in the Fifteen Southeast Realty
Borrower without the consent of the holder of the Fifteen Southeast Realty
Loans, except in connection with a sale or transfer of the Fifteen Southeast
Realty Properties in accordance with the Fifteen Southeast Realty Loan
documents. The Fifteen Southeast Realty Mortgages permit the following
transfers: transfers of limited partnership interests in the Fifteen Southeast
Realty Borrower or in any managing member or other members of the Fifteen
Southeast Realty Borrower or transfers of interests by and among members, or
transfers which result in the addition of non-managing members or transfers of
such interests to immediate family members of members for estate planning
purposes, provided that if more than 49% of the interests in the Fifteen
Southeast Realty Borrower or its managing member are transferred or if such
transfer results in an change of control of the Fifteen Southeast Realty
Borrower or its managing member, such transfer
S-89
<PAGE>
is conditional upon written confirmation by the Rating Agencies of no
downgrade, withdrawal or qualification of the ratings of the Certificates.
The Herald Center Loan. The "Herald Center Loan" has a Cut-off Date
Balance of $49,975,508, representing 3.2% of the Initial Pool Balance. Column
originated the Herald Center Loan. The Borrower under the Herald Center Loan
(the "Herald Center Borrower") is a limited partnership organized under the laws
of Delaware. The general partner of the Herald Center Borrower is Herald Center
Department Store, Inc., a Delaware corporation and the limited partners thereof
are Bailey Herald Center, L.P., a Delaware limited partnership, I.C.S. Herald
Corp., a New York corporation and M.R. Herald Partners, L.P., a Delaware limited
partnership. The Herald Center Loan is secured by a Mortgage (the "Herald Center
Mortgage") on both the fee interest and leasehold interest of the Herald Center
Borrower in a 249,504 square foot vertical mall in New York City (the "Herald
Center Property").
The Herald Center Loan is an ARD Loan with an Anticipated Repayment
Date of May 1, 2009 and a final maturity of May 1, 2029. The Herald Center Loan
amortizes on a 30-year schedule. The fixed Mortgage Rate on the Herald Center
Loan is 7.754% per annum. However, after the related Anticipated Repayment Date
and until the Herald Center Loan is repaid in full, additional interest shall
accrue in respect of the Herald Center Loan at an Additional Interest Rate equal
to the lesser of (a) the excess, if any, of the applicable 20-year Treasury rate
plus 3.5%, over the Mortgage Rate, and (b) two (2) percentage points. The Herald
Center Loan accrues interest on an Actual/360 Basis.
The Herald Center Borrower may not voluntarily prepay such Mortgage
until six (6) months prior to the related Anticipated Repayment Date. After the
second anniversary of the Closing Date, but prior to the related Anticipated
Repayment Date, the Herald Center Borrower may obtain a release of the Herald
Center Property from the lien of the Herald Center Mortgage through defeasance
of the entire Herald Center Loan. Defeasance is only permitted upon the
satisfaction of certain conditions, including the delivery of--
o certain legal opinions and documentation, and
o U.S. government securities sufficient to pay and discharge all
scheduled principal and interest payments due under the Herald
Center Loan after the defeasance date through and including
the payment due on the final maturity date.
The Herald Center Property. The Herald Center Property is a Retail
Property with the characteristics described in the table below.
<TABLE>
<CAPTION>
YR. BUILT/ OCCUPANCY APPRAISED
PROPERTY NAME LOCATION TOTAL SQUARE FEET NO. OF TENANTS RENOVATED AT U/W U/W NCF VALUE
- ------------- -------- ----------------- -------------- --------- ------ ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Herald Center New York, NY 249,504 9 1910/1985 100% $5,825,420 $75,000,000
</TABLE>
The following table provides lease terms for the tenants of the Herald Center
Property.
<TABLE>
<CAPTION>
MONTH AND YEAR SQUARE % OF TOTAL
OF LEASE FEET OF ANNUAL ANNUAL BASE RENT PER
TENANT EXPIRATION LEASED SPACE BASE RENT BASE RENT SQUARE FOOT
- ------ ---------- ------------ --------- --------- -----------
<S> <C> <C> <C> <C> <C>
Toys "R" Us January 2012 89,580 $2,040,785 28.4% $22.78
Kids "R" Us January 2012 25,000 $800,000 11.1% $32.00
Daffy's Inc. March 2017 97,124 $2,000,000 27.9% $20.59
Payless Shoe Source Inc. December 2005 6,000 $732,500 10.2% $122.08
NYS Department of Motor Vehicles March 2009 30,000 $920,800 12.8% $30.69
Other Various 1,800 $684,323 9.5% $260.00 to $1,440.00
</TABLE>
S-90
<PAGE>
Property Management. The Herald Center Property is subject to a
long-term management agreement between the Herald Center Borrower and J.E.M.B.
Realty Corp. (the "Herald Center Property Manager"), an affiliate of the Herald
Center Borrower. The Herald Center Property Manager has entered into a
subordination agreement regarding its management fee for the benefit of the
holder of the Herald Center Loan. The annual management fee under the management
agreement is $250,000, except that the management fee structure also provides
for leasing commissions. The holder of the Herald Center Loan may replace the
Herald Center Property Manager as property manager only upon--
o a default by the Herald Center Property Manager under the
management agreement, or
o such holder's acquiring title to the Herald Center Property
by foreclosure or otherwise, or
o with limited exceptions, a fifty percent (50%) or greater
change in control of the ownership of the Herald Center
Property Manager, or
o the Herald Center Property Manager's acting with gross
negligence, willful misconduct or fraud in the performance of
its duties under the management agreement.
Lockbox. The Herald Center Borrower has established a Lockbox Account,
pursuant to the terms and conditions of a cash management agreement. The Herald
Center Borrower has required all tenants of the Herald Center Property to
deposit rent directly to such Lockbox Account. Until the Herald Center Loan is
repaid in full, the Herald Center Borrower has no right of withdrawal in respect
of such Lockbox Account.
Appraised Value. The Herald Center Loan has a Cut-off Date LTV Ratio of
66.6%, based on an Appraised Value of the Herald Center Property of $75,000,000
(as derived from an appraisal conducted in January 1999).
Underwritten DSCR. The Underwritten DSCR of the Herald Center Loan is
1.35x, based on an Annual Debt Service of $4,300,132.08 and an Underwritten NCF
of $5,825,420.
Additional Indebtedness Prohibited. The Herald Center Borrower may not
encumber the Herald Center Property with any subordinate financing (although it
is permitted to incur limited amounts of unsecured trade debt or accrued
expenses in the ordinary course of business).
Transfer of Ownership Interests. The Herald Center Mortgage prohibits
the transfer of interests in the Herald Center Property or in the Herald Center
Borrower without the consent of the holder of the Herald Center Loan, except in
connection with (1) the release of the Herald Center Property in connection with
the defeasance of the Herald Center Loan, or (2) a sale or transfer of all of
the Herald Center Property, provided certain terms and conditions in the Herald
Center Mortgage, including confirmation in writing from the Rating Agencies that
the proposed transfer will not result in a qualification, reduction, downgrade
or withdrawal of the ratings initially assigned to the Certificates, are
satisfied. The Herald Center Mortgage permits the following transfers without
the consent of the lender: transfers of up to 49.5% of the beneficial interests
of the Herald Center Borrower to a real estate investment trust or other
institutional party or transfer of any limited partnership interest in the
Herald Center Borrower or in any general partner or member, or involuntary
transfers caused by death or transfers for estate planning purposes, provided no
such transfer results in a change in control of the Herald Center Borrower or
its general partner.
Litigation Issues. According to credit reports, Morris Bailey, a former
principal in the Herald Center Borrower, and certain limited partners therein,
including the Chera family, have been involved in certain legal proceedings,
including, in the case of Mr. Bailey, at least one wherein it was alleged that
there were fraudulent transfers of assets to avoid judgments and pending
lawsuits. While Mr. Bailey is not currently a principal, his relatives continue
to hold indirect interests in the Herald Center Borrower and the Herald Center
Property Manager. Such entities and the current principal, Joseph Jerome, also a
relative of Mr. Bailey, have represented that Mr. Bailey has no current personal
ownership interest or ongoing involvement in management, with Mr. Jerome
personally indemnifying the lender for any breach of such representation. In
addition, a Lockbox Account has been established with respect to the Herald
Center Property.
S-91
<PAGE>
The Alliance Loans. The "Alliance Loans" consist of three (3)
cross-defaulted and cross-collateralized Mortgage Loans with an aggregate
Cut-off Date Balance of $45,964,360, representing 3.0% of the Initial Pool
Balance. Column originated the Alliance Loans. The Borrower under the Alliance
Loans (the "Alliance Borrower") is a limited partnership organized under the
laws of Illinois, the general partner of which is Alliance JT Portfolio I, Inc.
The Alliance Loans are secured by Mortgages (the "Alliance Mortgages") on the
fee simple interests of the Alliance Borrower in three (3) Multifamily Rental
Properties (the "Alliance Properties"), all of which are located in Texas.
Each Alliance Loan is a Balloon Loan which matures on February 1, 2009
and amortizes on a 30-year schedule. Each Alliance Loan accrues interest on an
Actual/360 Basis at a fixed Mortgage Rate of 7.220% per annum.
The Alliance Borrower may not voluntarily prepay the Alliance Loans
until six (6) months prior to maturity. After the second anniversary of the
Closing Date, the Alliance Borrower may obtain a release of any of the Alliance
Properties from the lien of the Alliance Mortgages through a defeasance of the
Alliance Loans (or, if fewer than all of the Alliance Properties are to be
released, through a defeasance of such portion of the Alliance Loans as is equal
to 125% of the allocated loan amount for each Alliance Property to be released).
Defeasance is only permitted upon the satisfaction of certain conditions,
including--
o delivery of certain legal opinions and documentation,
o if less than the entire aggregate amount of the Alliance Loans
is defeased, the debt service coverage ratio for the
non-defeased portion of the Alliance Loans (based on the
Alliance Properties then remaining subject to the liens of the
Alliance Mortgages) must be at least equal to the greater of
(a) the debt service coverage ratio for the Alliance Loans
(based on all the Alliance Properties, including those that
are being released) immediately prior to the defeasance and
(b) the debt service coverage ratio for the Alliance Loans
(based on all the Alliance Properties, including those that
are being released) at origination, and
o if less than the entire aggregate amount of the Alliance Loans
is defeased, the loan-to-value ratio for the non-defeased
portion of the Alliance Loans (based on all the Alliance
Properties then remaining subject to the liens of the Alliance
Mortgages) is not greater than 75%.
The Alliance Properties. The Alliance Properties consist of three (3)
Multifamily Rental Properties having the characteristics described in the table
below.
<TABLE>
<CAPTION>
ALLOCATED
NO. OF YR. BUILT/ OCCUPANCY APPRAISED LOAN
PROPERTY NAME LOCATION APTS. RENOVATED AT U/W VALUE U/W NCF AMOUNT
- ------------- -------- ---- --------- ------ ----- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Sterling Point Apts. Houston, TX 922 1978/1997 96% $29,250,000 $2,232,123 $20,751,731
Sandridge Apts. Pasadena, TX 504 1978/1994 95% 21,000,000 1,642,508 15,099,893
Woodscape Apts. Houston, TX 544 1979/1997 96% 13,600,000 1,127,554 10,112,736
----- ----------- ---------- -----------
Total/Wtd. Avg. 1,970 96% $63,850,000 $5,002,185 $45,964,360
</TABLE>
Property Management. The Alliance Properties are subject to management
agreements between the Alliance Borrower and Alliance Residential Management,
LLC (the "Alliance Property Manager"), an affiliate of the Alliance Borrower.
The holder of the Alliance Loans may replace the Alliance Property Manager only
upon--
o a default by the Alliance Property Manager under the
management agreement, or
o such holder's acquiring title to the related Alliance
Property by foreclosure or otherwise, or
S-92
<PAGE>
o a fifty percent (50%) or greater change in control of the
ownership of the Alliance Property Manager (unless the Rating
Agencies have confirmed that such change in control would not
result in a downgrade of any of the ratings on the
Certificates), or
o a default by the Alliance Borrower under the Alliance Loan
documents or by the Alliance Property Manager under the
management agreement.
Cash Management. The Alliance Borrower must cause all rents from the
Alliance Properties to be deposited into a "rent account" within one (1) day of
receipt. Unless and until an event of default occurs under the Alliance Loans,
the Alliance Borrower will have access to such rent accounts.
Appraised Value. The Alliance Loans have a Cut-off Date LTV Ratio of
72.0%, based on an aggregate Appraised Value of the Alliance Properties of
$63,850,000 (as derived from appraisals conducted during January 1999).
Underwritten DSCR. The Underwritten DSCR of the Alliance Loans is
1.33x, based on an aggregate Annual Debt Service of $3,763,420.32 and an
aggregate Underwritten NCF of $5,002,185.
Additional Indebtedness Prohibited. The Alliance Borrower may not
encumber the Alliance Properties with subordinate financing without the
consent of the holder of the Alliance Loans. The Alliance Borrower may incur
unsecured debt.
Transfer of Ownership Interests. In general, the Alliance Mortgages
prohibit the transfer of interests in the Alliance Properties or ownership
interests in the Alliance Borrower without the consent of the holder of the
Alliance Loans, except in limited circumstances. Transfers of ownership
interests in the Alliance Borrower are permitted, provided that, among other
things, the transfer does not result in a termination or dissolution of the
Alliance Borrower and, if the transfer results in a change of control with
respect to the Alliance Borrower, the Alliance Borrower provides the lender with
written confirmation from the Rating Agencies that such transfer will not result
in any downgrade, withdrawal or qualification of any of the ratings of the
Certificates. The holder of the Alliance Loans must consent to transfers of the
Alliance Properties upon satisfaction of certain underwriting criteria.
Related Mortgage Loans. The Borrower under the Mortgage Loan (the
"Hidden Oaks Mortgage Loan") secured by the Hidden Oaks Apartments (the "Hidden
Oaks Property"), is an affiliate of the Alliance Borrower. The Hidden Oaks
Property is managed by the Alliance Property Manager. The Hidden Oaks Mortgage
Loan has a Cut-off Date Balance of $5,296,933, which represents 0.3% of the
Initial Pool Balance.
The Stone Fort Loans. The "Stone Fort Loans" consist of five (5)
cross-defaulted and cross-collateralized Mortgage Loans with an aggregate
Cut-off Date Balance of $36,135,000, representing 2.3% of the Initial Pool
Balance. GECC originated the Stone Fort Loans. The Stone Fort Loans are secured
by Mortgages (collectively, the "Stone Fort Mortgages") encumbering the fee
interest of the related borrower (the "Stone Fort Borrower") in four (4) Office
Properties (including one adjacent parking garage) and a warehouse property
(collectively, the "Stone Fort Properties"), located in Chattanooga, Tennessee.
The Stone Fort Borrower is a corporation organized under the laws of Tennessee.
Stone Fort Land Co. is the sole shareholder of the Stone Fort Borrower.
Each Stone Fort Loan is a Balloon Loan which matures on June 1, 2009.
The Stone Fort Loans amortize on a 30-year schedule. The fixed Mortgage Rate on
the Stone Fort Loans is 7.470% per annum. The Stone Fort Loans accrue interest
on an Actual/360 Basis.
The Stone Fort Borrower may not voluntarily prepay the Stone Fort Loans
until three (3) months prior to the maturity date. After the second anniversary
of the Closing Date, each of the Stone Fort Properties may be released from the
lien of its respective Stone Fort Mortgage through a defeasance of the
applicable Stone Fort Loan. Defeasance is only permitted upon the satisfaction
of certain terms and conditions, including the delivery of--
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o certain legal opinions and documentation; and
o U.S. government securities sufficient to pay and discharge all
scheduled principal and interest payments due under the
applicable Stone Fort Loan after the defeasance date through
and including the payment due on the final maturity date.
In the case of the Stone Fort Loans with a combined Cut-off Date Balance of
$22,615,000, which are secured by The Tallan Office Building & The Tallan
Parking Garage and The Krystal Office Building, either The Tallan Office
Building (allocated loan amount: $11,520,588) or The Krystal Office Building
(allocated loan amount: $9,258,048) may be released from the lien of the
applicable Stone Fort Mortgage through defeasance of an amount as calculated in
the related loan documents which in no event will be less than the allocated
loan amount of such Stone Fort Property. If only one building is so released,
The Tallan Parking Garage may not be released.
The Stone Fort Properties. The Stone Fort Properties have the
characteristics described in the table below:
<TABLE>
<CAPTION>
TOTAL YR. BUILT/ OCCUPANCY APPRAISED ALLOCATED
PROPERTY NAME LOCATION SQUARE FEET RENOVATED AT U/W VALUE U/W NCF LOAN AMOUNT
- ------------- -------- ----------- --------- ------ ----- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
The Tallan Office Building Chattanooga, TN
& The Tallan Parking Garage 148,971 1982 88% $19,275,000 $1,502,802 $13,356,952*
The Krystal Office Building Chattanooga, TN 135,625 1979 86% 13,360,000 941,651 9,258,048
Riverside Center Chattanooga, TN 135,000 1946/1997 99% 11,000,000 939,909 8,514,000
Harrison Direct Warehouse Chattanooga, TN 184,700 1986 100% 4,600,000 422,708 3,680,000
Tennessee American Water
Company Office Building Chattanooga, TN 15,488 1978 100% 2,050,000 138,716 1,326,000
------- ----------- ---------- -----------
Total/Wtd. Avg. 619,784 92% $50,285,000 $3,945,786 $36,135,000
</TABLE>
* This represents the allocated loan amount for the Tallan Office
Building of $11,520,588 and the allocated loan amount of The Tallan Parking
Garage of $1,836,364.
The Tallan Office Building & The Tallan Parking Garage, The Krystal
Office Building and the Tennessee American Water Company Office Building are
located in the Chattanooga, Tennessee Central Business District. The major
tenants for these properties are Joseph Decosimo & Co., The Krystal Company and
Tennessee-American Water Co., respectively. The Riverside Building is located
near the Erlanger Hospital Campus. The major tenant for the Riverside Building
is Erlanger Health Systems. The Harrison Direct Warehouse is occupied by three
(3) tenants. The major tenant, Harrison Direct, Inc. ("HDI"), occupies 177,500
square feet and has been a tenant at the property since 1988. Pursuant to its
lease, HDI has an option to purchase the property for a purchase price equal to
$4,250,000 during the lease year beginning July 1, 2002. In such event, the
Stone Fort Borrower would be required to defease the related Stone Fort Loan.
Property Management. The Stone Fort Properties are subject to a
long-term management agreement with Stone Fort Land Co. (the "Stone Fort
Property Manager"). The management agreement is terminable by the holder of the
Stone Fort Loans upon default by the Stone Fort Property Manager under such
management agreement or the occurrence of an event of default under the Stone
Fort Loans.
Appraised Value. The Stone Fort Loans have a Cut-off Date LTV Ratio of
71.9% based on an aggregate Appraised Value of the Stone Fort Properties of
$50,285,000 (as derived from appraisals conducted in April 1999).
Underwritten DSCR. The Underwritten DSCR of the Stone Fort Loans is
1.31x, based on an Annual Debt Service of $3,023,031.24 and an Underwritten NCF
of $3,945,786.
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Additional Indebtedness Prohibited. The Stone Fort Borrower may not
encumber the Stone Fort Properties with any subordinate financing in any event
without the consent of the holder of the Stone Fort Loans. Stone Fort Land Co.,
the sole shareholder of the Stone Fort Borrower, has incurred debt in the
aggregate amount of $4,102,870. Such debt is currently unsecured but in the
future may be secured by a pledge by Stone Fort Land Co. of its stock in the
Stone Fort Borrower.
Transfer of Ownership Interests. The Stone Fort Mortgages prohibit the
transfer of interests in the Stone Fort Properties or in the Stone Fort Borrower
without the consent of the holder of the Stone Fort Loans, other than transfers
of interests in the Stone Fort Borrower for estate planning purposes and a
pledge of the stock by the Stone Fort Land Co. in the Stone Fort Borrower to
secure debt in an amount not to exceed $4,102,870 of the Stone Fort Land Co. to
the prior owner of the Stone Fort Properties or Sun Trust Bank.
THE MORTGAGE LOAN SELLERS AND THE ORIGINATORS
General. GECA acquired all of the GECA Mortgage Loans, representing
45.5% of the Initial Pool Balance, from GECC through a contribution of capital.
GECC originated all of the GECA Mortgage Loans.
Column originated one hundred sixty-seven (167) of the Column Mortgage
Loans, representing 35.6% of the Initial Pool Balance. Column acquired, directly
or through an affiliate, the remaining nine (9) Column Mortgage Loans,
representing 1.6% of the Initial Pool Balance, from Union Capital. Union Capital
directly originated all of the Column Mortgage Loans that it transferred to
Column and its affiliates.
GSMC acquired forty-five (45) of the GSMC Mortgage Loans, representing
17.1% of the Initial Pool Balance from Archon Financial. Of the Mortgage Loans
transferred by Archon Financial to GSMC, FMAC originated three (3) of the loans,
representing 1.6% of the Initial Pool Balance and Archon Financial originated
forty-two (42) of the GSMC Mortgage Loans, representing 15.5% of the Initial
Pool Balance. GSMC acquired one (1) of the GSMC Mortgage Loans, representing
0.1% of the Initial Pool Balance from Central Park, the originator of such loan.
GE Capital Access, Inc. and General Electric Capital Corporation. GECA
is a wholly owned subsidiary of General Electric Capital Corporation ("GECC").
Since 1996, GECA and its affiliates have originated or acquired approximately
$5.8 billion of commercial mortgage loans in connection with its capital markets
programs. Through its GE Capital Real Estate division, GECC has been lending and
investing in the commercial real estate industry for over 25 years and has a
portfolio of approximately $15 billion of assets. GE Capital Real Estate
originates and acquires commercial mortgage loans through approximately 20
offices located throughout North America.
Column Financial, Inc. Column is a corporation organized under the laws
of Delaware, and its principal offices are in Atlanta, Georgia. Column
underwrites and closes multifamily rental and commercial mortgage loans through
its own origination offices and various correspondents in local markets across
the country. Loan underwriting and quality control procedures are undertaken
principally in regional offices located in Bethesda, Maryland; Chicago,
Illinois; Cleveland, Ohio; Dallas, Texas; Denver, Colorado; Hollywood, Florida;
Houston, Texas; Los Angeles, California; Nashville, Tennessee; New York, New
York; Newport Beach, California; Norwalk, Connecticut; Philadelphia,
Pennsylvania; San Francisco, California; Seattle, Washington and Tampa, Florida.
Column has closed more than $7.5 billion of commercial and multifamily rental
mortgage loans since beginning operations in 1993. Column is a wholly-owned
subsidiary of DLJ Mortgage Capital, Inc., which in turn is a wholly-owned
subsidiary of Donaldson, Lufkin & Jenrette, Inc., the parent of the Depositor
and DLJSC.
Goldman Sachs Mortgage Company. GSMC is a limited partnership organized
under the laws of the State of New York. Its general partner is Goldman Sachs
Real Estate Funding Corp., which is a wholly-owned subsidiary of The Goldman
Sachs Group, Inc. GSMC is an affiliate of Goldman, Sachs & Co., one of the
underwriters.
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Archon Financial, L.P. Archon Financial is a Delaware limited
partnership that is owned primarily by entities that are affiliated with
Goldman, Sachs & Co. Archon Financial has its headquarters in Irving, Texas
(suburban Dallas) and a loan origination office in each of the following five
cities: New York, Atlanta, Chicago, Dallas and Los Angeles. Loan underwriting,
quality control, credit approvals and loan closing support activities are
undertaken primarily in Archon Financial's headquarters operation in suburban
Dallas. Since its inception in late 1997, Archon Financial has originated
approximately $2.8 billion of commercial mortgage loans.
Union Capital Investments, LLC. Union Capital is a limited liability
company, with its principal offices in Atlanta, Georgia. Union Capital is
primarily involved in conduit lending, and it originates, underwrites and closes
first mortgage loans secured by all types of multifamily rental and commercial
real state throughout the United States. The principals of Union Capital have
been involved in the conduit lending field since January 1993.
The information set forth in this Prospectus Supplement concerning the
Mortgage Loan Sellers and the Originators has, in each case, been provided by
such party, and neither the Depositor nor either Underwriter makes any
representation or warranty as to the accuracy or completeness of such
information.
ASSIGNMENT OF THE MORTGAGE LOANS
On or before the Closing Date, the following transfers of the Mortgage
Loans will occur. In each case, the transferor will assign the subject Mortgage
Loans, without recourse, to the transferee.
- ------------------- --------------------- --------------------
GECA Column GSMC
- ------------------- --------------------- --------------------
All GECA All Column All GSMC
Mortgage Loans Mortgage Loans Mortgage Loans
[Arrow Down] [Arrow Down] [Arrow Down]
---------------------
Depositor
---------------------
[Arrow Down] All Mortgage Loans
---------------------
Trust
---------------------
In connection with the foregoing transfers, each Mortgage Loan Seller
will be required to deliver the following documents, among others, to the
Trustee (and, upon request, to the Master Servicer) with respect to its Mortgage
Loans--
o the original Mortgage Note, endorsed (without recourse) to the
order of the Trustee (or, if such original Mortgage Note has
been lost, a copy thereof, together with a lost note
affidavit);
o the original or a copy of the related Mortgage(s), together
with originals or copies of any intervening assignments of
such document(s), in each case (unless the particular document
has not been returned from the applicable recording office)
with evidence of recording thereon;
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o the original or a copy of any related assignment(s) of leases
and rents, together with originals or copies of any
intervening assignments of such document(s), in each case
(unless the particular document has not been returned from the
applicable recording office) with evidence of recording
thereon;
o a completed assignment of each related Mortgage in favor of
the Trustee, in recordable form (or a
certified copy of such assignment as sent for recording);
o a completed assignment of any related assignment(s) of leases
and rents in favor of the Trustee, in recordable form (or a
certified copy of such assignment as sent for recording);
o originals or copies of all assumption, modifications and
substitution agreements in those instances where the terms or
provisions of the Mortgage or Mortgage Note have been modified
or the Mortgage Loan has been assumed;
o an original or copy of the related 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); and
o in those cases where applicable, the original or a copy of the
related ground lease.
The Trustee (either directly or through a custodian on its behalf (the
"Custodian")) is required to hold all of the documents so delivered to it with
respect to the Mortgage Loans in trust for the benefit of the Certificateholders
and, within a specified period of time following such delivery, to conduct a
review of such documents. All of the above-described documents actually
delivered to the Trustee in respect of any Mortgage Loan will collectively
constitute the "Mortgage File" for such Mortgage Loan. The scope of the
Trustee's review of each Mortgage File is, in general, limited solely to
confirming that certain of the documents listed above have been received. None
of the Trustee, the Master Servicer, the Special Servicer or the Custodian is
under any duty or obligation to inspect, review or examine any of the documents
relating to the Mortgage Loans to determine whether such document is valid,
effective, enforceable, in recordable form or otherwise appropriate for the
represented purpose.
The Pooling Agreement will require the Trustee, within a specified
period following the later of the Closing Date and the date on which all
recording information necessary to complete the subject document is received by
the Trustee, to cause each of the assignments of recorded loan documents in its
favor described above to be submitted for recording in the real property records
of the jurisdiction in which the related Mortgaged Property is located. Because
the Mortgage Loans are, in general, newly originated, many such assignments
cannot be completed and recorded until the related Mortgage and/or assignment of
leases and rents, reflecting the necessary recording information, is returned
from the applicable recording office.
REPRESENTATIONS AND WARRANTIES
GECA will make with respect to each GECA Mortgage Loan, Union Capital
will make with respect to each Column Mortgage Loan originated by Union Capital,
Column will make with respect to each other Column Mortgage Loan and GSMC will
make with respect to each GSMC Mortgage Loan, as of the Closing Date, certain
representations and warranties generally to the effect listed below, together
with such other representations and warranties as may be required by the Rating
Agencies; provided that the respective representations and warranties of GECA,
Column, GSMC and Union Capital may not be identical. For purposes of this
Prospectus Supplement, GECA will constitute the "Warranting Party" with respect
to each GECA Mortgage Loan, Union Capital will constitute the "Warranting Party"
with respect to each Column Mortgage Loan originated by Union Capital, Column
will constitute the "Warranting Party" with respect to each other Column
Mortgage Loan and GSMC will constitute the "Warranting Party" with respect to
each GSMC Mortgage Loan. The representations and warranties (subject to certain
exceptions) to be made in respect of each Mortgage Loan by the related
Warranting Party will include:
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o The information relating to such Mortgage Loan set forth in
the loan schedule attached to the Pooling Agreement will be
accurate in all material respects as of the Cut-off Date.
o Immediately prior to its transfer and assignment of such
Mortgage Loan, such Warranting Party had good title to, and
was the sole owner of, such Mortgage Loan.
o The related Mortgage constitutes a valid enforceable first
lien upon the related Mortgaged Property, prior to all other
liens and encumbrances other than certain permitted liens and
encumbrances.
o The related Mortgage has not been satisfied, canceled,
rescinded or subordinated in whole or in material part.
o To such Warranting Party's knowledge, there is no proceeding
pending for the total or partial condemnation of the related
Mortgaged Property.
o The lien of the related Mortgage is insured by an American
Land Title Association or equivalent form of lender's title
insurance policy (or there exists a marked up title insurance
commitment to issue such a policy or a pro forma policy on
which the required premium has been paid) insuring that the
related Mortgage is a valid first priority lien on the related
Mortgaged Property in the original principal amount of such
Mortgage Loan after all advances of principal, subject only to
the exceptions (general and specific) set forth in such
policy.
o The proceeds of such Mortgage Loan have been fully disbursed
(except in those cases where the full amount of the Mortgage
Loan has been made, but a portion thereof is being held back
pending satisfaction of certain leasing criteria, repairs and
other matters with respect to the related Mortgaged Property),
and there is no requirement for future advances thereunder.
o 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.
o To such Warranting Party's knowledge, the related Mortgaged
Property is free and clear of any damage that would materially
and adversely affect its value as security for such Mortgage
Loan (except in such cases where an escrow of funds exist
sufficient to effect the necessary repairs and maintenance).
o Each Mortgage Note, Mortgage and other agreement executed by
or on behalf of the related Borrower in connection with such
Mortgage Loan is the legal, valid and binding obligation of
the related maker thereof (subject to any non-recourse
provisions contained in any of the foregoing agreements and
any applicable state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its
terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights
generally, or by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in
equity or at law).
o An environmental site assessment was performed with respect to
each Mortgaged Property in connection with the origination
of the related Mortgage Loan, a report of each such
assessment has been delivered to the Depositor, and either
(x) no such environmental report reveals any known
circumstances or conditions with respect to the related
Mortgaged Property that rendered such Mortgaged Property, at
the date of such environmental report, in material violation
of any applicable environmental laws or (y) if any such
environmental report does reveal any such circumstances or
conditions with respect to the related Mortgaged Property
and the same have not been subsequently remediated in all
material respects, then either (i) the expenditure of funds
necessary to effect such remediation is not material in
relation to the outstanding principal balance of the related
Mortgage Loan, or (ii) a sufficient escrow of funds
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exists for purposes of effecting such remediation, or (iii)
the related Borrower or other responsible party is currently
taking such actions, if any, with respect to such
circumstances or conditions as have been required by the
applicable governmental regulatory authority, or (iv) the
related Mortgaged Property is insured under a policy of
insurance, subject to certain per occurrence and aggregate
limits and a deductible, against certain losses arising from
such circumstances and conditions. To the Warranting Party's
knowledge, there are no circumstances or conditions with
respect to such Mortgaged Property not revealed in such
environmental report that render such Mortgaged Property in
material violation of any applicable environmental laws. The
Mortgage encumbering each Mortgaged Property requires the
related Borrower to comply with all applicable federal,
state and local environmental laws and regulations.
The representations and warranties made by GECA, Column, GSMC and Union
Capital as described above will be assigned by the Depositor to the Trustee
pursuant to the Pooling Agreement. If there exists a breach of any of the
above-described representations and warranties made by GECA, Column, GSMC or
Union Capital and such breach materially and adversely affects the value of
the subject Mortgage Loan or the interests of the Certificateholders therein,
such breach will constitute a "Material Breach" of such representation and
warranty. The rights of the Trust against the applicable Warranting Party with
respect to any such Material Breach are described under "--Cures, Repurchases
and Substitutions" below.
CURES, REPURCHASES AND SUBSTITUTIONS
If there exists a Material Breach of any of the representations and
warranties made with respect to any of the Mortgage Loans, as discussed under
"--Representations and Warranties" above, the related Warranting Party will be
required either:
(a) to cure the Material Breach in all material respects;
or
(b) subject to the discussion below regarding
substitution, to repurchase such Mortgage Loan at a
price (the "Purchase Price") generally equal to the
sum of
(i) the unpaid principal balance of such
Mortgage Loan,
(ii) accrued and unpaid interest at the related
Mortgage Rate to but not including the Due
Date occurring in the Collection Period in
which such repurchase occurs, and
(iii) the amount of any related unreimbursed
Servicing Advances and, to the extent not
otherwise included in such Servicing
Advances, the costs and expenses of
enforcing such repurchase obligation
(provided that, in the case of a Column
Mortgage Loan originated by Union Capital,
Union Capital may be required to repurchase
such Mortgage Loan at a lesser price, with
Column to make up the difference).
The time period within which the applicable Warranting Party must complete such
cure or repurchase will be limited to 90 days (or, if it is diligently
attempting to correct the problem and certain other conditions are satisfied,
180 days) following its receipt of notice of the subject Material Breach.
Notwithstanding the foregoing, if any Warranting Party is required to
repurchase any Mortgage Loans as a result of a Material Breach of any of its
representations and warranties, as contemplated above, then such Warranting
Party may, at any time during the three (3) month period commencing on the
Closing Date (or at any time during the two-year period commencing on the
Closing Date if the affected Mortgage Loan is a "defective obligation" within
the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation
Section 1.860G-2(f)), in lieu of repurchasing the affected Mortgage Loan (but in
no event later than such repurchase would have to have been completed):
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(a) replace such Mortgage Loan with one or more substitute
mortgage loans (each, a "Replacement Mortgage Loan") that (i) has
certain payment terms comparable to the Mortgage Loan to be replaced
and (ii) is otherwise acceptable to the Controlling Class
Representative (or, if none has been appointed, to the Holder(s) of
Certificates representing a majority interest in the Controlling
Class); and
(b) pay an amount (a "Substitution Shortfall Amount")
generally equal to the excess of the applicable Purchase Price for the
Mortgage Loan to be replaced (calculated as if it were to be
repurchased instead of replaced), over the unpaid principal balance of
the applicable Replacement Mortgage Loan(s) as of the date of
substitution, after application of all payments due on or before such
date, whether or not received;
provided that no such substitution will be permitted unless, as confirmed in
writing by each Rating Agency, it would not result in a qualification, downgrade
or withdrawal of the rating then assigned to any Class of Certificates by either
Rating Agency.
None of GECA, Column, GSMC or Union Capital is obligated, however, to
replace (rather than repurchase) any Mortgage Loan as to which there is a
Material Breach. Any such substitution will be at the sole discretion of the
responsible Warranting Party. Furthermore, the Certificateholders of the
Controlling Class and the Controlling Class Representative, as their
representative, will generally have a disincentive to find any prospective
Replacement Mortgage Loan acceptable.
If the applicable Warranting Party fails to repurchase or replace any
Mortgage Loan affected by a Material Breach of such Warranting Party's
representations and warranties, none of the Depositor, either Underwriter or,
except as described in the next paragraph, any other person will have any
obligation to do so.
Notwithstanding the foregoing, Column will make the same
representations and warranties (including those discussed under
"--Representations and Warranties" above) with respect to each Column Mortgage
Loan originated by Union Capital as it does with respect to each other Column
Mortgage Loan and will have similar cure, repurchase or replacement obligations
in the event of Material Breaches thereof. In general, however, if (i) there
exists a breach of any such representation or warranty and a breach of any
representation or warranty made by Union Capital with respect to such Mortgage
Loan, (ii) such breaches otherwise give rise to a cure, repurchase or
replacement obligation on the part of both Column and Union Capital and (iii)
Union Capital fails to satisfy its cure, repurchase or replacement obligation
within the period provided therefor, then Column will be required to cure the
Material Breach of its representation or warranty as to, or repurchase or
replace, the affected Mortgage Loan. FOR THIS PURPOSE, THE CURE, REPURCHASE OR
REPLACEMENT PERIOD FOR COLUMN (AS OTHERWISE DESCRIBED ABOVE) WILL BE DEEMED TO
COMMENCE ONLY UPON EXPIRATION OF THE CURE, REPURCHASE OR REPLACEMENT PERIOD FOR
UNION CAPITAL.
Each of GECA, Column, GSMC and Union Capital may only have limited
assets with which to fulfill any repurchase/substitution obligations that may
arise in respect of breaches of its representations or warranties. There can be
no assurance that GECA, Column, GSMC or Union Capital has or will have
sufficient assets with which to fulfill any repurchase/substitution obligations
that may arise. Expenses incurred by the Master Servicer and the Trustee with
respect to enforcing any such repurchase/substitution obligation will be borne
by the applicable Warranting Party (or, if not, will be reimbursable out of the
Certificate Account).
CHANGES IN MORTGAGE POOL CHARACTERISTICS
The description in this Prospectus Supplement of the Mortgage Pool and
the Mortgaged Properties is based upon the Mortgage Pool as it is expected to be
constituted at the time the Offered Certificates are issued, with adjustments
for the scheduled principal payments due on the Mortgage Loans on or before the
Cut-off Date. Prior to the issuance of the Offered Certificates, one or more
Mortgage Loans may be removed from the Mortgage Pool if the Depositor deems such
removal necessary or appropriate. A limited number of other mortgage loans may
be included in the Mortgage Pool prior to the issuance of the Offered
Certificates, unless including such mortgage loans would materially alter the
characteristics of the Mortgage Pool as described in this Prospectus Supplement.
The Depositor believes that the information set forth
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in this Prospectus Supplement will be generally representative of the
characteristics of the Mortgage Pool as it will be constituted at the time the
Offered Certificates are issued; however, the range of Mortgage Rates and
maturities, as well as the other characteristics of the Mortgage Loans
described in this Prospectus Supplement, may vary, and the actual Initial Pool
Balance may be as much as 5% larger or smaller than the Initial Pool Balance
set forth in this Prospectus Supplement.
A Current Report on Form 8-K will be available to purchasers of the
Offered Certificates on or shortly after the Closing Date. Such Current Report
on Form 8-K will be filed, together with the Pooling Agreement, with the
Securities and Exchange Commission within fifteen days after the initial
issuance of the Offered Certificates. In the event Mortgage Loans are removed
from or added to the Mortgage Pool such removal or addition will be noted in
such Current Report on Form 8-K.
SERVICING OF THE MORTGAGE LOANS
GENERAL
The Pooling Agreement provides that the Master Servicer and the Special
Servicer must each service and administer the Mortgage Loans and any REO
Properties for which it is responsible, directly or through sub-servicers, for
the benefit of the Certificateholders (as a collective whole), in accordance
with any and all applicable laws and the express terms of the Pooling Agreement
and the respective Mortgage Loans. Furthermore, to the extent consistent with
the foregoing, the Master Servicer and the Special Servicer must each service
and administer the Mortgage Loans and any REO Properties for which it is
responsible in accordance with the following standard (the "Servicing
Standard"):
o with the higher of (i) the same care, skill, prudence and
diligence with which the Master Servicer or the Special
Servicer, as the case may be, generally services and
administers comparable mortgage loans and real properties
for other third parties pursuant to agreements similar to
the Pooling Agreement, giving due consideration to customary
and usual standards of practice of prudent institutional
commercial mortgage lenders and loan servicers servicing and
administering their own mortgage loans and real properties,
and (ii) the same care, skill, prudence and diligence with
which the Master Servicer or the Special Servicer, as the
case may be, generally services comparable mortgage loans
and real properties owned by it;
o with a view to the timely collection of all Scheduled P&I
Payments under the Mortgage Loans, the full collection of all
Prepayment Premiums and Yield Maintenance Charges that may
become payable under the Mortgage Loans and, if a Mortgage
Loan comes into and continues in default and no satisfactory
arrangements can be made for the collection of the delinquent
payments (including payments of Prepayment Premiums and Yield
Maintenance Charges), the maximization of the recovery on such
Mortgage Loan to Certificateholders (as a collective whole) on
a present value basis; and
o without regard to:
(i) any relationship (including any lending relationship)
or interest that the Master Servicer or the Special
Servicer, as the case may be, or any of its
affiliates may have with or in the related Borrower
or any other party to the Pooling Agreement;
(ii) the ownership of any Certificate by the Master
Servicer or the Special Servicer, as the case may be,
or by any of its affiliates;
(iii) any obligations of the Master Servicer or the Special
Servicer, as the case may be, to make Advances;
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(iv) the right of the Master Servicer or the Special
Servicer, as the case may be, or any of its
affiliates to receive compensation for its services
or reimbursement of costs under the Pooling Agreement
generally or with respect to any particular
transaction;
(v) the ownership by the Master Servicer or the Special
Servicer, as the case may be, or any of its
affiliates, of any other mortgage loans or real
property or of the right to service or manage for
others any other mortgage loans or real property;
(vi) any subordinate or additional financing (including
partnership or mezzanine debt) that the Master
Servicer or the Special Servicer, as the case may be,
or any of its affiliates, has extended to the related
Borrower or any of the related Borrower's affiliates;
or
(vii) any obligation of the Master Servicer or the Special
Servicer, as the case may be, or any affiliate
thereof, as a Mortgage Loan Seller, to pay any
indemnity or cure a breach of representation or
warranty with respect to, or to repurchase or
replace, any Mortgage Loan.
In general, the Master Servicer will be responsible for the servicing
and administration of--
o all Mortgage Loans as to which no Servicing Transfer Event
(as defined below) has occurred, and
o all Corrected Mortgage Loans (also as defined below).
The Special Servicer, on the other hand, will be responsible for the
servicing and administration of--
o each Mortgage Loan (other than a Corrected Mortgage Loan) as
to which a Servicing Transfer Event has occurred (each, a
"Specially Serviced Mortgage Loan"), and
o each Mortgaged Property that has been acquired by the Trust in
respect of a defaulted Mortgage Loan through foreclosure,
deed-in-lieu of foreclosure or otherwise (each, upon
acquisition, an "REO Property").
Corrected Mortgage Loans and Mortgage Loans as to which no Servicing
Transfer Event has occurred are collectively referred to in this Prospectus
Supplement as "Performing Mortgage Loans"; and Specially Serviced Mortgage Loans
and REO Properties are collectively referred to in this Prospectus Supplement as
"Specially Serviced Assets". Performing Mortgage Loans will include Mortgage
Loans which may be delinquent, but not to the point of resulting in a Servicing
Transfer Event.
Despite the foregoing, the Pooling Agreement will require the Master
Servicer to continue to collect information and prepare reports to the Trustee
required thereunder with respect to any Specially Serviced Assets and,
otherwise, to render certain incidental services with respect to any Specially
Serviced Assets.
A Mortgage Loan will become a Specially Serviced Mortgage Loan (if it
has not already done so) upon the occurrence of a Servicing Transfer Event. Each
of the following events will constitute a "Servicing Transfer Event" in respect
of any Mortgage Loan:
(1) the failure of the related Borrower to make when due any
Scheduled P&I Payment (including a Balloon Payment) or any
other material payment required under the related Mortgage
Note or the related Mortgage(s), which failure continues, or
the Master Servicer determines in its good faith and
reasonable judgment will continue, unremedied for 60 days;
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(2) if the Master Servicer or any of its affiliates then owns a
material economic interest in the related Borrower, such
Borrower fails to make any Scheduled P&I Payment (including a
Balloon Payment) and the Master Servicer is required to make a
P&I Advance in respect thereof;
(3) the determination by the Master Servicer in its good faith and
reasonable judgment that a default in the making of a
Scheduled P&I Payment (including a Balloon Payment) or any
other payment required under the related Mortgage Note or the
related Mortgage(s) is likely to occur within 30 days and
either (a) such default is likely to remain unremedied for at
least 60 days or (b) the related Borrower has requested a
material modification of the related Mortgage Loan (other than
the waiver of a "due-on-sale" clause or the extension of the
related maturity date);
(4) the determination by the Master Servicer in its good faith and
reasonable judgment that a default, other than a payment
default, has occurred that may materially impair the value of
the related Mortgaged Property as security for the Mortgage
Loan, which default continues unremedied for the applicable
cure period under the terms of the Mortgage Loan (or, if no
cure period is specified, for 60 days);
(5) certain events of bankruptcy, insolvency, readjustment of
debt, marshalling of assets and liabilities, or similar
proceedings in respect of or relating to the related Borrower
or the related Mortgaged Property, and certain actions by or
on behalf of the related Borrower indicating its bankruptcy,
insolvency or inability to pay its obligations; or
(6) the Master Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with
respect to the related Mortgaged Property or Properties.
So long as no other Servicing Transfer Event then exists, a Mortgage
Loan will cease to be a Specially Serviced Mortgage Loan (and will become a
"Corrected Mortgage Loan" as to which the Master Servicer will reassume
servicing responsibilities) if and when:
(a) with respect to the circumstances described in clauses (1) and
(2) of the preceding paragraph, the related Borrower has made
three consecutive full and timely Scheduled P&I 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 Borrower or by reason of a
modification, waiver or amendment granted or agreed to by the
Master Servicer or the Special Servicer);
(b) with respect to the circumstances described in clauses (3) and
(5) above, such circumstances cease to exist in the good faith
and reasonable judgment of the Special Servicer;
(c) with respect to the circumstances described in clause (4)
above, such default is cured; and
(d) with respect to the circumstances described in clause (6)
above, such proceedings are terminated.
If any Portfolio Loan becomes a Specially Serviced Mortgage Loan, then
all other Portfolio Loans that are cross-collateralized with it are also to
become Specially Serviced Mortgage Loans.
Set forth below is a description of certain pertinent provisions of the
Pooling Agreement relating to the servicing of the Mortgage Loans. You should
also refer to the Prospectus, in particular the section captioned "Description
of the Pooling Agreements", for additional important information regarding the
terms and conditions of the Pooling Agreement as such terms and conditions
relate to the rights and obligations of the Master Servicer and the Special
Servicer.
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THE MASTER SERVICER AND THE SPECIAL SERVICER
The Master Servicer. GE Capital Loan Services, Inc., a Delaware
corporation ("GECLS"), will act as Master Servicer with respect to the Mortgage
Pool. GECLS is a wholly owned subsidiary of GECIA Holdings, Inc., which is
itself a wholly owned subsidiary of GE Capital Services Corporation, which is
itself a wholly owned subsidiary of the General Electric Company and an
affiliate of GECA and GECC. GECLS's principal servicing offices are located at
363 N. Sam Houston Parkway E., Suite 1200, Houston, Texas 77060.
As of December 31, 1998, GECLS serviced approximately 2,805 commercial
and multifamily rental loans, totaling approximately $17.8 billion in aggregate
outstanding principal amounts, including loans securitized in mortgage-backed
securities transactions.
The information concerning GECLS set forth in this Prospectus
Supplement has been provided by it, and neither the Depositor nor either
Underwriter makes any representation or warranty as to the accuracy thereof.
The Special Servicer. Banc One Mortgage Capital Markets, LLC ("Banc
One"), a Delaware limited liability company, will be the Special Servicer with
respect to the Mortgage Pool. Banc One's servicing operations are located at
1717 Main Street, Dallas, Texas 75201.
As of March 31, 1999, Banc One served as the named special servicer on
sixty-three (63) securitized transactions encompassing 14,853 loans, with an
aggregate principal balance of approximately $41.0 billion. Additionally, Banc
One manages a servicing portfolio of commercial and multifamily loans with an
aggregate principal balance of approximately $26.8 billion, the collateral for
which is located in forty-nine (49) states, Puerto Rico, the District of
Columbia, Mexico and the Caribbean.
The information concerning Banc One set forth in this Prospectus
Supplement has been provided by it, and neither the Depositor nor either
Underwriter makes any representation or warranty as to the accuracy thereof.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The Master Servicing Fee. The principal compensation to be paid to the
Master Servicer in respect of its master servicing activities will be the Master
Servicing Fee and, in the case of eight (8) Mortgage Loans (the "Additional
Servicing Fee Mortgage Loans"), representing 3.4% of the Initial Pool Balance,
the Additional Servicing Fee.
The "Master Servicing Fee"--
o will be earned in respect of each and every Mortgage Loan
(including Specially Serviced Mortgage Loans and Mortgage
Loans as to which the related Mortgaged Property has become an
REO Property),
o will be computed on a 30/360 Basis and accrue at 0.05% per
annum (the "Master Servicing Fee Rate") on the same principal
amount as interest accrues or is deemed to accrue from time to
time in respect of each and every Mortgage Loan, and
o will be payable monthly from amounts received in respect of
interest on the particular Mortgage Loan as to which it was
earned.
The "Additional Servicing Fee"--
o will be earned in respect of each and every Additional
Servicing Fee Mortgage Loan (including any such Mortgage Loan
that becomes a Specially Serviced Mortgage Loan or as to which
the related Mortgaged Property has become an REO Property),
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o will be computed on an Actual/360 Basis at the "Additional
Servicing Fee Rate" specified in the table below, on the same
principal amount as interest accrues or is deemed to accrue
from time to time in respect of each and every Additional
Servicing Fee Mortgage Loan, and
o will be payable monthly from amounts received in respect of
interest on the particular Additional Servicing Fee Mortgage
Loan as to which it was earned.
<TABLE>
<CAPTION>
CUT-OFF ADDITIONAL SERVICING
PROPERTY NAME DATE BALANCE MORTGAGE RATE FEE RATE
- ------------- ------------ ------------- --------
<S> <C> <C> <C>
Deerbrook Crossing Shopping Center $ 14,150,000.00 7.910% 0.08%
Pinewood Apartments $ 10,516,842.00 6.870% 0.10%
The Shadowbrook Apartments $ 9,397,777.00 6.800% 0.10%
Casa Real Apartments $ 5,211,823.00 6.800% 0.10%
Beechnut Village Shopping Center $ 5,075,000.00 8.160% 0.08%
Holiday Inn - Clovis $ 3,294,731.00 8.830% 0.08%
Regent Place Office Building $ 2,497,315.00 8.170% 0.08%
Broussard Village Shopping Center $ 2,243,880.00 7.700% 0.08%
</TABLE>
The weighted average Additional Servicing Fee Rate for the Additional
Servicing Fee Mortgage Loans is 0.08959% per annum. The entire Additional
Servicing Fee is to be paid to the related sub-servicer of each Additional
Servicing Fee Mortgage Loan and will be retained by Archon Financial if such
sub-servicer is terminated. The Additional Servicing Fees are not part of the
Trust.
Additional Master Servicing Compensation. As additional servicing
compensation, the Master Servicer will be entitled to receive--
o All Prepayment Interest Excesses, if any, collected in respect
of the entire Mortgage Pool. If a Borrower prepays its
Mortgage Loan, in whole or in part, after the Borrower has
made its Scheduled P&I Payment on the related Due Date during
any Collection Period, the amount of interest (less the amount
of related Master Servicing Fees and Additional Servicing Fees
payable therefrom and any Default Interest (as defined below)
and Additional Interest included therein) will, to the extent
actually collected, constitute a "Prepayment Interest Excess".
o All late payment charges and Default Interest, if any, that
were collected in respect of any Mortgage Loan and that
accrued while such Mortgage Loan was a Performing Mortgage
Loan (but only to the extent that any such late payment
charges and Default Interest have not otherwise been applied
to pay the Master Servicer, the Special Servicer or the
Trustee, as applicable, interest on Advances made thereby
with respect to the related Mortgage Loan as described in
this Prospectus Supplement). "Default Interest" is any
interest that (i) accrues on a defaulted Mortgage Loan
solely by reason of the subject default and (ii) is in
excess of all interest at the related Mortgage Rate and any
Additional Interest accrued on such Mortgage Loan.
In addition, all modification fees, assumption fees, assumption
application fees, consent/waiver fees and other comparable transaction fees and
charges, if any, collected in respect of the Mortgage Loans will be allocated
between the Master Servicer and the Special Servicer, as additional
compensation, as provided in the Pooling Agreement.
Furthermore, the Master Servicer will be authorized to invest or direct
the investment of funds held in any and all accounts maintained by it that
constitute part of the Certificate Account, or in any and all accounts
maintained by it that constitute escrow and/or reserve accounts, in certain
government securities and other investment grade obligations specified in the
Pooling Agreement ("Permitted Investments"). The Master Servicer will be
entitled to retain any interest or other income earned on such funds and will be
required to cover any losses of principal from its own funds without any right
to reimbursement. The Master Servicer will not be obligated, however, to cover
any losses resulting from the bankruptcy or insolvency of any depository
institution or trust company holding any account required to be maintained under
the Pooling Agreement.
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Prepayment Interest Shortfalls. If a Borrower prepays a Mortgage Loan,
in whole or in part, prior to the related Due Date during any Collection Period
and does not pay interest on such prepayment through such Due Date, then the
shortfall in a full month's interest (less the amount of related Master
Servicing Fees and any related Additional Servicing Fees and, if applicable,
exclusive of any related Default Interest or Additional Interest) on such
prepayment will constitute a "Prepayment Interest Shortfall".
The Pooling Agreement will provide that, if any Prepayment Interest
Shortfalls are incurred with respect to the Mortgage Pool during any Collection
Period, the Master Servicer must make a non-reimbursable payment (a
"Compensating Interest Payment") with respect to the related Distribution Date
in an amount equal to the lesser of:
(a) the aggregate of all Prepayment Interest Shortfalls incurred
with respect to the Mortgage Pool during such Collection
Period, and
(b) the aggregate of all Master Servicing Fees and Prepayment
Interest Excesses, if any, collected with respect to the
Mortgage Pool during such Collection Period.
Any Compensating Interest Payment made by the Master Servicer with
respect to any Distribution Date will be included among the amounts
distributable as principal and interest on the Certificates on such Distribution
Date as described under "Description of the Offered Certificates--Distributions"
in this Prospectus Supplement. If the amount of the Compensating Interest
Payment made by the Master Servicer with respect to any Distribution Date is
less than the aggregate of all Prepayment Interest Shortfalls incurred with
respect to the Mortgage Pool during the related Collection Period, such
shortfall (the "Net Aggregate Prepayment Interest Shortfall" for such
Distribution Date) will be allocated among the respective Classes of REMIC
Regular Certificates, in reduction of the interest payable thereon, as and to
the extent described under "Description of the Offered Certificates--Allocation
of Losses and Certain Other Shortfalls and Expenses" in this Prospectus
Supplement.
None of the Additional Servicing Fees will be available to make
Compensating Interest Payments.
Principal Special Servicing Compensation. The principal compensation
to be paid to the Special Servicer in respect of its special servicing
activities will be--
o the Special Servicing Fee,
o the Workout Fee, and
o the Liquidation Fee.
The "Special Servicing Fee"--
o will be earned in respect of each and every Specially Serviced
Mortgage Loan, if any, and each and every Mortgage Loan, if
any, as to which the related Mortgaged Property has become an
REO Property (until any such loan is liquidated or becomes a
Corrected Mortgage Loan),
o will be computed on a 30/360 Basis and accrue at 0.25% per
annum on the Stated Principal Balance outstanding from time to
time in respect of each and every Specially Serviced Mortgage
Loan, if any, and each and every Mortgage Loan, if any, as to
which the related Mortgaged Property has become an REO
Property, and
o will be payable monthly from general collections on all the
Mortgage Loans and any REO Properties on deposit in the
Certificate Account from time to time.
Special Servicing Fees, Master Servicing Fees and Additional Servicing
Fees are collectively referred to in this Prospectus Supplement as "Servicing
Fees".
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The Workout Fee. The Special Servicer will, in general, be entitled to
receive a Workout Fee with respect to each Corrected Mortgage Loan. As to each
Corrected Mortgage Loan, the "Workout Fee" will be payable out of, and will be
calculated by application of a "Workout Fee Rate" of 1.0% to, each collection of
interest (other than Default Interest and Additional Interest) and principal
(including scheduled payments, prepayments and Balloon Payments at maturity)
received on such Mortgage Loan for so long as it remains a Corrected Mortgage
Loan (net of any portion of such collection payable or reimbursable to the
Master Servicer, the Special Servicer or the Trustee for Master Servicing
Fees, Additional Servicing Fees and Advances). The Workout Fee with respect to
any Corrected Mortgage Loan will cease to be payable if such loan again
becomes a Specially Serviced Mortgage Loan or if the related Mortgaged
Property becomes an REO Property. Nevertheless, a new Workout Fee would become
payable if and when such Mortgage Loan again became a Corrected Mortgage Loan.
If the Special Servicer is terminated (other than for cause) or resigns, it
shall retain the right to receive any and all Workout Fees payable with
respect to Mortgage Loans that became Corrected Mortgage Loans during the
period that it acted as Special Servicer and remained Corrected Mortgage Loans
at the time of such termination or resignation. The successor Special Servicer
shall not be entitled to any portion of such Workout Fees. Although Workout
Fees are intended to provide the Special Servicer with an incentive to better
perform its duties, the payment of any Workout Fee will reduce amounts
distributable to Certificateholders.
The Liquidation Fee. The Special Servicer will be entitled to receive a
Liquidation Fee with respect to each Specially Serviced Mortgage Loan as to
which the Special Servicer obtains a full or discounted payoff from the related
Borrower and, except as otherwise described below, with respect to any Specially
Serviced Mortgage Loan or REO Property as to which the Special Servicer receives
any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (each as
defined in the Prospectus). As to each such Specially Serviced Mortgage Loan and
REO Property, the "Liquidation Fee" will be payable from, and will be calculated
by application of a "Liquidation Fee Rate" of 1.0% to, the related payment or
proceeds (other than any portion thereof that represents a recovery of Default
Interest or Additional Interest, and net of any portion thereof payable or
reimbursable to the Master Servicer, the Special Servicer or the Trustee for
Master Servicing Fees, Additional Servicing Fees and Advances).
Notwithstanding anything to the contrary described above, no
Liquidation Fee will be payable based on, or out of, Liquidation Proceeds or
Substitution Shortfall Amounts received in connection with:
o the repurchase or replacement of any Mortgage Loan by GECA,
Column, GSMC or Union Capital for a breach of representation
or warranty (see "Description of the Mortgage Pool--Cures,
Repurchases and Substitutions" in this Prospectus Supplement);
o the purchase of any defaulted Mortgage Loan or REO Property by
the Master Servicer, the Special Servicer or any Holder or
Holders of Certificates evidencing a majority interest in the
Controlling Class (see "--Sale of Defaulted Mortgage Loans"
below); or
o the purchase of all of the Mortgage Loans and REO Properties
by the Master Servicer, the Special Servicer or any Holder or
Holders of Certificates evidencing a majority interest in the
Controlling Class in connection with the termination of the
Trust (see "Description of the Offered
Certificates--Termination" in this Prospectus Supplement).
Although Liquidation Fees are intended to provide the Special Servicer
with an incentive to better perform its duties, the payment of any Liquidation
Fee will reduce amounts distributable to Certificateholders.
Additional Special Servicing Compensation. As additional special
servicing compensation, the Special Servicer will be entitled to receive all
late payment charges and Default Interest, if any, that were collected in
respect of any Mortgage Loan and that accrued while such Mortgage Loan was a
Specially Serviced Mortgage Loan (but only to the extent that such late payment
charges and Default Interest have not otherwise been applied to pay the Master
Servicer, the Special Servicer or the Trustee, as applicable, interest on
Advances made thereby with respect to the related Mortgage Loan as described in
this Prospectus Supplement).
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In addition, all modification fees, assumption fees, assumption
application fees, consent/waiver fees and other comparable transaction fees and
charges, if any, collected in respect of the Mortgage Loans will be allocated
between the Master Servicer and the Special Servicer, as additional
compensation, as provided in the Pooling Agreement.
Furthermore, the Special Servicer will be authorized to invest or
direct the investment of funds held in any accounts maintained by it that
constitute part of the Certificate Account, in Permitted Investments. The
Special Servicer will be entitled to retain any interest or other income earned
on such funds and will be required to cover any losses of principal from its own
funds without any right to reimbursement. The Special Servicer will not be
obligated, however, to cover any losses resulting from the bankruptcy or
insolvency of any depository institution or trust company holding any account
required to be maintained under the Pooling Agreement.
Sub-Servicing Compensation. The Master Servicer and the Special
Servicer will each be responsible for all compensation payable to the
sub-servicers retained thereby. Such sub-servicers may, in some cases, be
entitled to most or all of (or, sometimes, an amount in excess of) the servicing
compensation described above as being payable to the Master Servicer or the
Special Servicer, as applicable.
Payment of Expenses; Servicing Advances. Each of the Master Servicer
and the Special Servicer will be required to pay its overhead and any general
and administrative expenses incurred by it in connection with its servicing
activities under the Pooling Agreement. Neither the Master Servicer nor the
Special Servicer will be entitled to reimbursement for these expenses except as
expressly provided in the Pooling Agreement.
Any and all customary, reasonable and necessary "out of pocket" costs
and expenses incurred by the Master Servicer or the Special Servicer 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, will constitute Servicing Advances. Servicing Advances will be
reimbursable from future payments and other collections, including in the form
of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, on or in
respect of the related Mortgage Loan or REO Property ("Related Proceeds"). In
addition, the Special Servicer may once per calendar month require the Master
Servicer to reimburse the Special Servicer for any Servicing Advances made by
it. Upon so reimbursing the Special Servicer for any Servicing Advance, the
Master Servicer will thereafter be deemed to have been made such Advance.
In general, the Special Servicer may request the Master Servicer to
make Servicing Advances in respect of a Specially Serviced Mortgage Loan or REO
Property (in lieu of the Special Servicer making such Advances). Any such
request is to be made, in writing, in a timely manner that does not adversely
affect the interests of any Certificateholder. The Master Servicer must make any
such Servicing Advance that it is requested by the Special Servicer to so make
within the time period provided in the Pooling Agreement. If the request is
timely and properly made, the Special Servicer will be relieved of any
obligations with respect to an Advance that it timely requests the Master
Servicer to make (regardless of whether or not the Master Servicer makes that
Advance).
If the Master Servicer or the Special Servicer is required under the
Pooling Agreement to make a Servicing Advance, but neither does so within 15
days after such Servicing Advance is required to be made, then the Trustee will
be required: (a) if it has actual knowledge of such failure, to give the
defaulting party notice of its failure; and (b) if such failure continues for
three more business days, to make such Servicing Advance.
NOTWITHSTANDING THE FOREGOING DISCUSSION OR ANYTHING ELSE TO THE
CONTRARY IN THIS PROSPECTUS SUPPLEMENT, NONE OF THE MASTER SERVICER, THE SPECIAL
SERVICER OR THE TRUSTEE WILL BE OBLIGATED TO MAKE SERVICING ADVANCES THAT, IN
THE REASONABLE AND GOOD FAITH JUDGMENT OF THE MASTER SERVICER, THE SPECIAL
SERVICER OR THE TRUSTEE, AS THE CASE MAY BE, WOULD NOT BE ULTIMATELY RECOVERABLE
FROM RELATED PROCEEDS (ANY SERVICING ADVANCE NOT SO RECOVERABLE, A
"NONRECOVERABLE SERVICING ADVANCE"). IF THE MASTER SERVICER, THE SPECIAL
SERVICER OR THE TRUSTEE MAKES ANY SERVICING ADVANCE THAT IT SUBSEQUENTLY
DETERMINES, IN ITS GOOD FAITH AND REASONABLE JUDGMENT, IS A NONRECOVERABLE
SERVICING ADVANCE, IT MAY OBTAIN REIMBURSEMENT FOR SUCH SERVICING ADVANCE
(TOGETHER WITH INTEREST ACCRUED THEREON AS DESCRIBED BELOW) OUT OF GENERAL
COLLECTIONS ON THE MORTGAGE LOANS AND ANY REO PROPERTIES ON DEPOSIT IN THE
CERTIFICATE ACCOUNT FROM TIME TO TIME.
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The Master Servicer will be permitted to pay, and the Special Servicer
may direct the payment of, certain servicing expenses directly out of the
Certificate Account and at times without regard to the relationship between the
expense and the funds from which it is being paid (including in connection with
the remediation of any adverse environmental circumstance or condition at a
Mortgaged Property or an REO Property). In addition, the Pooling Agreement will
require the Master Servicer (at the direction of the Special Servicer if a
Specially Serviced Asset is involved) to pay directly out of the Certificate
Account any servicing expense that, if paid by the Master Servicer or the
Special Servicer, would constitute a Nonrecoverable Servicing Advance, provided
that the Master Servicer (or the Special Servicer, if a Specially Serviced Asset
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).
The Master Servicer, the Special Servicer and the Trustee will each be
entitled to receive interest on Servicing Advances made thereby. Such interest
will accrue on the amount of each Servicing Advance, and compound monthly, for
so long as such Servicing Advance is outstanding at a rate per annum equal to
the "prime rate" as published in the "Money Rates" section of The Wall Street
Journal, as such "prime rate" may change from time to time. Interest so accrued
with respect to any Servicing Advance will be payable--
o first, out of Default Interest and late payment charges
collected on the related Mortgage Loan, and
o then, if and to the extent that (i) such Servicing Advance has
been or is being reimbursed and (ii) the Default Interest and
late charges collected on the related Mortgage Loan while such
Servicing Advance was outstanding were insufficient to cover
such Advance Interest, out of any amounts then on deposit in
the Certificate Account.
MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS
The Special Servicer (as to Specially Serviced Mortgage Loans) and, to
the limited extent described below, the Master Servicer (as to Performing
Mortgage Loans) each may (consistent with the Servicing Standard) agree to any
modification, waiver or amendment of any term of, extend the maturity of,
forgive interest (including, without limitation, Default Interest and Additional
Interest) on and principal of, forgive Prepayment Premiums, Yield Maintenance
Charges and late payment charges on, defer the payment of interest on, permit
the release, addition or substitution of collateral securing, and/or permit the
release, addition or substitution of the Borrower on or any guarantor of, any
Mortgage Loan it is required to service and administer, subject, however, to the
discussion under "Description of the Mortgage Pool--Certain Terms and Conditions
of the Mortgage Loans--"Due-on-Sale" and "Due-on-Encumbrance" Provisions" in
this Prospectus Supplement and under "--The Controlling Class
Representative--Certain Rights and Powers of the Controlling Class
Representative" below, and, further, to each of the following limitations,
conditions and restrictions:
o Subject to certain limited exceptions (including with respect
to Additional Interest, as described below, and with respect
to certain routine matters), the Master Servicer may not agree
to any modification, waiver or amendment of any term of, or
take any of the other above-referenced actions with respect
to, any Mortgage Loan without the consent of the Special
Servicer, provided that such consent--
(i) is to be withheld or granted by the Special Servicer
in accordance with the Servicing Standard, and
(ii) will be deemed to have been granted if not expressly
denied within 10 business days following the Special
Servicer's receipt from the Master Servicer of all
information reasonably requested thereby in order to
make an informed decision.
o With limited exception (including as described below with
respect to Additional Interest), the Special Servicer may not,
in the case of Specially Serviced Mortgage Loans, agree to
(or, in the case
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of Performing Mortgage Loans, consent to the Master
Servicer's agreeing to) any modification, waiver or
amendment of any term of, or, in the case of Specially
Serviced Mortgage Loans, take (or, in the case of Performing
Mortgage Loans, consent to the Master Servicer's taking) any
of the other above-referenced actions with respect to, any
Mortgage Loan that would affect the amount or timing of any
related payment of principal, interest or other amount
payable thereunder or, in the Special Servicer's reasonable,
good faith judgment, would materially impair the security
for such Mortgage Loan or reduce the likelihood of timely
payment of amounts due thereon, unless a material default on
such Mortgage Loan has occurred or, in the Special
Servicer's reasonable, 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 on a present value basis than
would liquidation.
o The Special Servicer may not, in the case of Specially
Serviced Mortgage Loans, extend (or, in the case of Performing
Mortgage Loans, consent to the Master Servicer's extending)
the date on which any Balloon Payment is scheduled to be due
on any Mortgage Loan to a date beyond the earliest of--
(i) the fifth anniversary of such Mortgage Loan's
original stated maturity date,
(ii) two years prior to the Rated Final Distribution Date,
and
(iii) if such Mortgage Loan is secured by a Mortgage solely
or primarily on the related Borrower's leasehold
interest in the related Mortgaged Property, ten years
prior to the end of the then current term of the
related ground lease (plus any unilateral options to
extend).
o Neither the Master Servicer nor the Special Servicer may make
or permit any modification, waiver or amendment of any term
of, or take any of the other above-referenced actions with
respect to, any Mortgage Loan that would cause any REMIC Pool
to fail to qualify as a REMIC under the Code, result in the
imposition of any tax on "prohibited transactions" or
"contributions" after the startup date of any such REMIC Pool
under the REMIC Provisions (as defined in the Prospectus) or
adversely affect the status of either Grantor Trust as a
grantor trust under the Code;
o The Special Servicer may not, in the case of Specially
Serviced Mortgage Loans, permit (or, in the case of Performing
Mortgage Loans, consent to the Master Servicer's permitting)
any Borrower to add or substitute any real estate collateral
for its Mortgage Loan, unless the Special Servicer has first--
(i) determined, in its reasonable, good faith judgment,
based upon an environmental assessment prepared by
an independent person who regularly conducts
environmental assessments, at the expense of the
Borrower, 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
(ii) received confirmation from each Rating Agency that
such addition or substitution of collateral will not
result in a qualification, downgrade or withdrawal of
any rating then assigned by such Rating Agency to a
Class of Certificates.
o Subject to limited exceptions, the Special Servicer may not,
in the case of Specially Serviced Mortgage Loans, release (or,
in the case of Performing Mortgage Loans, consent to the
Master Servicer's releasing) any collateral securing an
outstanding Mortgage Loan (other than in accordance with the
terms of, or upon satisfaction of, a Mortgage Loan).
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<PAGE>
The limitations, conditions and restrictions described above will not
apply to any of the acts referenced in this "--Modifications, Waivers,
Amendments and Consents" section with respect to any Mortgage Loan that is
required under the terms of such Mortgage Loan in effect on the Closing Date
(or, in the case of a Replacement Mortgage Loan, on the related date of
substitution) or that is solely within the control of the related Borrower.
Also, notwithstanding the discussion above, neither the Master Servicer nor the
Special Servicer will be required to oppose the confirmation of a plan in any
bankruptcy or similar proceeding involving a Borrower if, in its good faith
judgment, such opposition would not ultimately prevent the confirmation of such
plan or one substantially similar.
Notwithstanding the provisions described above, in the case of certain
ARD Loans (including the Oakwood Plaza Loan and the Herald Center Loan), the
Master Servicer will be permitted, in its discretion, after the related
Anticipated Repayment Date, to waive any or all of the accrued Additional
Interest in respect of any such ARD Loan, if, prior to the related maturity
date, the related Borrower has requested the right to prepay such ARD Loan in
full, together with all payments required by the related loan documents in
connection with such prepayment except for such accrued Additional Interest.
However, the Master Servicer's determination to waive the Trust's right to
receive such accrued Additional Interest must be reasonably likely to produce a
greater payment to Certificateholders (as a collective whole) on a present value
basis than a refusal to waive the right to such Additional Interest. The Master
Servicer will not have any liability to the Trust, the Certificateholders or any
other person for any such determination that is made in accordance with the
Servicing Standard. The Pooling Agreement will also limit the Master Servicer's
and the Special Servicer's ability to institute an enforcement action solely for
the collection of Additional Interest.
All modifications, waivers and amendments entered into in respect of
the Mortgage Loans are to be in writing. Each of the Master Servicer and the
Special Servicer must deliver to the Trustee for deposit in the related Mortgage
File, an original counterpart of the agreement relating to each such
modification, waiver or amendment agreed to thereby, promptly following the
execution thereof.
THE CONTROLLING CLASS REPRESENTATIVE
Election, Resignation and Removal. The Holders (or, in the case of
Certificates held in book-entry form, the beneficial owners) of Certificates
representing greater than 50% of the aggregate Certificate Principal Balance of
the Controlling Class will be entitled to select a representative (the
"Controlling Class Representative") having certain rights and powers described
below or replace an existing Controlling Class Representative.
Upon (i) the receipt by the Trustee of written requests for the
selection of a Controlling Class Representative from the Holders (or, in the
case of Certificates held in book-entry form, the beneficial owners) of
Certificates representing greater than 50% of the aggregate Certificate
Principal Balance of the Controlling Class, (ii) the resignation or removal of
the person acting as Controlling Class Representative or (iii) a determination
by the Trustee that the Controlling Class has changed, the Trustee will be
required to promptly notify all the Holders (and, in the case of Certificates
held in book-entry form, to the extent actually known to certain designated
officers (each, a "Responsible Officer") of the Trustee, all the beneficial
owners) of Certificates of the Controlling Class that they may select a
Controlling Class Representative.
Such notice will explain the process established by the Trustee in
order to select a Controlling Class Representative. The process may include the
designation of the Controlling Class Representative by any Holder of
Certificates representing a majority interest in the Controlling Class by a
writing delivered to the Trustee. No appointment of any person as a Controlling
Class Representative will be effective until such person provides the Trustee
with written confirmation of its acceptance of such appointment, an address and
telecopy number for the delivery of notices and other correspondence and a list
of officers or employees of such person with whom the parties to the Pooling
Agreement may deal (including their names, titles, work addresses and telecopy
numbers).
Controlling Class. As of any date of determination, the "Controlling
Class" will be the most subordinate Class of Principal Balance Certificates then
outstanding (the Class A-1A and Class A-1B Certificates being treated as a
single Class for this purpose) that has a then-current aggregate Certificate
Principal Balance that is not less than 25% of such Class' initial aggregate
Certificate Principal Balance as of the Closing Date; provided that, if no Class
of Principal
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<PAGE>
Balance Certificates has an aggregate Certificate Principal Balance that
satisfies such requirement, then the "Controlling Class" will be the Class of
Principal Balance Certificates with the largest aggregate Certificate Principal
Balance then outstanding.
Resignation and Removal of the Controlling Class Representative. The
Controlling Class Representative may at any time resign as such by giving
written notice to the Trustee and to each Holder (or, in the case of
Certificates held in book-entry form, each beneficial owner) of Certificates of
the Controlling Class. The Holders (or, in the case of Certificates held in
book-entry form, the beneficial owners) of Certificates representing greater
than 50% of the aggregate Certificate Principal Balance of the Controlling Class
will be entitled to remove any existing Controlling Class Representative by
giving written notice to the Trustee and to such existing Controlling Class
Representative.
Certain Rights and Powers of the Controlling Class Representative. No
later than 30 days after a Servicing Transfer Event for a Specially Serviced
Mortgage Loan, the Special Servicer must deliver to the Trustee, each Rating
Agency, the Master Servicer and the Controlling Class Representative a report
(the "Asset Status Report") with respect to such Mortgage Loan and the related
Mortgaged Property. Such Asset Status Report should include the following
information to the extent reasonably determinable:
(i) a summary of the status of such Specially Serviced Mortgage
Loan;
(ii) a discussion of the legal and environmental considerations
reasonably known to the Special Servicer, consistent with the
Servicing Standard, that are applicable to the exercise of
remedies and to the enforcement of any related guaranties or
other collateral for such Specially Serviced Mortgage Loan and
whether outside legal counsel has been retained;
(iii) the most current rent roll and income or operating statement
available for the related Mortgaged Property;
(iv) the Appraised Value of the related Mortgaged Property,
together with the assumptions used in the calculation thereof;
(v) a summary of the Special Servicer's recommended action with
respect to such Specially Serviced Mortgage Loan; and
(vi) such other information as the Special Servicer deems relevant
in light of the Servicing Standard.
If within ten (10) business days of receiving an Asset Status Report,
the Controlling Class Representative does not disapprove such Asset Status
Report in writing, the Special Servicer will implement the recommended action as
outlined in such Asset Status Report (provided that the Special Servicer may not
take any action that is contrary to applicable law or the terms of the
applicable loan documents). If the Controlling Class Representative disapproves
such Asset Status Report, the Special Servicer must revise such Asset Status
Report and deliver to the Trustee, the Controlling Class Representative, the
Rating Agencies and the Master Servicer a new Asset Status Report as soon as
practicable, but in no event later than 30 days after such disapproval. The
Special Servicer must continue to revise such Asset Status Report until the
earliest of (a) the failure of the Controlling Class Representative to
disapprove such revised Asset Status Report in writing within ten (10) business
days of is receipt thereof; (b) a determination by the Special Servicer as set
forth below or (c) the passage of 90 days from the date of preparation of the
first Asset Status Report.
The Special Servicer may, from time to time, modify any Asset Status
Report it has previously delivered and implement the new action in such revised
report so long as such revised report has been prepared, reviewed and not
rejected as described above. In addition, the Special Servicer may take any
action set forth in an Asset Status Report before the expiration of the ten (10)
business day period during which the Controlling Class Representative may reject
such report if the Special Servicer has reasonably determined that failure to
take such action would materially and adversely affect the interests of the
Certificateholders and it has made a reasonable effort to contact the
Controlling Class
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<PAGE>
Representative. Furthermore, the Special Servicer may determine whether any
affirmative disapproval of an Asset Status Report by the Controlling Class
Representative is not in the best interest of all the Certificateholders
pursuant to the Servicing Standard. Upon making such determination referred to
in the prior sentence, the Special Servicer must notify the Trustee of such
determination and deliver to the Trustee a proposed notice to Certificateholders
which is to include a copy of the Asset Status Report. The Trustee must
thereupon send such notice to all Certificateholders. If the Holders of
Certificates representing a majority of the Voting Rights fail, within ten (10)
business days of the Trustee's sending such notice, to reject such Asset Status
Report, the Special Servicer will implement the same. If the Asset Status Report
is rejected by the Holders of Certificates representing a majority of the Voting
Rights within such ten (10) business day period, the Special Servicer must
revise such Asset Status Report as described above. The Trustee will be entitled
to reimbursement from the Trust for the reasonable expenses of providing such
notices.
The Special Servicer may not take any action inconsistent with an Asset
Status Report that has been adopted as described above, unless such action would
be required in order to act in accordance with the Servicing Standard.
The Controlling Class Representative may not direct the Special
Servicer to act in any manner (and the Special Servicer is to ignore any such
direction) that would--
(a) require or cause the Special Servicer to violate the terms of
a Specially Serviced Mortgage Loan, applicable law or any
provision of the Pooling Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing
Standard, or
(b) result in the imposition of a "prohibited transaction" or
"contributions" tax under the REMIC Provisions on any REMIC
Pool, or
(c) expose the Master Servicer, the Special Servicer, the
Depositor, any Mortgage Loan Seller, the Trust, the Trustee or
their affiliates, officers, directors, employees or agents to
any claim, suit or liability, or
(d) materially expand the scope of the Trustee's, the Special
Servicer's or the Master Servicer's responsibilities under the
Pooling Agreement.
The Special Servicer must provide the Controlling Class Representative
with all information regarding the Specially Serviced Mortgage Loans and REO
Properties in the Special Servicer's possession or reasonably available to it,
as requested by the Controlling Class Representative from time to time.
Liability to Borrowers. In general, any and all expenses of the
Controlling Class Representative are to be borne by the Holders (or, if
applicable, the beneficial owners) of the Certificates of the Controlling Class,
pro rata according to their respective percentage interests in such Class, and
not by the Trust. However, if a claim is made against the Controlling Class
Representative by a Borrower with respect to the Pooling Agreement or any
particular Mortgage Loan, the Controlling Class Representative is required to
immediately notify the Trustee, the Master Servicer and the Special Servicer. If
(a) the Special Servicer or the Trust are also named parties to the same action,
and (b) in the sole judgment of the Special Servicer, (i) the Controlling Class
Representative acted in good faith, without negligence or willful misfeasance,
with regard to the particular matter at issue, and (ii) there is no potential
for the Special Servicer or the Trust to be an adverse party in such action as
regards the Controlling Class Representative, then the Special Servicer on
behalf of the Trust will, subject to the discussion under "Description of the
Pooling Agreements--Certain Matters Regarding the Master Servicer, the Special
Servicer, the REMIC Administrator, the Manager and the Depositor" in the
Prospectus, assume the defense of any such claim against the Controlling Class
Representative.
Liability to the Trust and Certificateholders. The Controlling Class
Representative may have special relationships and interests that conflict with
those of the Holders of one or more Classes of Certificates. In addition, the
Controlling Class Representative does not have any duties to the Holders of any
Class of Certificates other than the Controlling Class. It may act solely in the
interests of the Certificateholders of the Controlling Class and will have no
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<PAGE>
liability to any other Certificateholders for having done so. No
Certificateholder may take any action against the Controlling Class
Representative for having acted solely in the interests of the
Certificateholders of the Controlling Class.
REPLACEMENT OF THE SPECIAL SERVICER
The Holders (or, in the case of Certificates held in book-entry form,
the beneficial owners) of Certificates representing more than 50% of the
aggregate Certificate Principal Balance of the Controlling Class may terminate
an existing Special Servicer and appoint a successor. Any such appointment of a
successor special servicer will be subject to, among other things, receipt by
the Trustee of--
(i) written confirmation from each Rating Agency that the
appointment will not result in a qualification,
downgrade or withdrawal of any of the ratings then
assigned thereby to the Certificates, and
(ii) the written agreement of the proposed Special
Servicer to be bound by the terms and conditions of
the Pooling Agreement, together with an opinion of
counsel regarding, among other things, the
enforceability of the Pooling Agreement against the
proposed Special Servicer.
Subject to the foregoing, any Holder (or, in the case of Certificates
held in book-entry form, any beneficial owner) of a Certificate or any affiliate
thereof may be appointed as Special Servicer.
If the termination of an existing Special Servicer is without cause,
the reasonable "out-of-pocket" costs and expenses of any related transfer of
servicing duties are to be paid by the successor Special Servicer or the Holders
(or, if applicable, the beneficial owners) of Certificates of the Controlling
Class that voted to remove the terminated Special Servicer, as such parties may
agree. The terminated Special Servicer will be entitled to: payment out of the
Certificate Account for all accrued and unpaid Special Servicing Fees; and
reimbursement by the successor Special Servicer for any outstanding Servicing
Advances made by the terminated Special Servicer, together with interest
thereon. Upon such reimbursement, any such Advance will be treated as if it were
made by the successor Special Servicer.
SALE OF DEFAULTED MORTGAGE LOANS
The Pooling Agreement grants to the Master Servicer, the Special
Servicer and any single Holder or group of Holders of Certificates evidencing a
majority interest in the Controlling Class a right to purchase from the Trust
certain defaulted Mortgage Loans in the priority described below. If the Special
Servicer has determined, in its reasonable, good faith judgment, that any
defaulted Mortgage Loan will become subject to foreclosure proceedings and that
the sale of such Mortgage Loan under the circumstances described below is in
accordance with the Servicing Standard, the Special Servicer must give prompt
written notice of such determination to the Trustee and the Master Servicer. The
Trustee will then be required, within five (5) days after receipt of such
notice, to provide a similar notice to all Holders of Certificates of the
Controlling Class. Any single Holder or group of Holders of Certificates
evidencing a majority interest in the Controlling Class may (at its or their
option) purchase from the Trust, at a cash price equal to the applicable
Purchase Price, any such defaulted Mortgage Loan. If such Certificateholders
have not purchased such defaulted Mortgage Loan within 30 days of their having
received notice in respect thereof, either the Special Servicer or the Master
Servicer, in that order of priority, may at its option purchase such defaulted
Mortgage Loan from the Trust at a cash price equal to the applicable Purchase
Price. Each of the Master Servicer and the Special Servicer may designate an
affiliate thereof to effect such purchase.
Subject to the discussion under "--The Controlling Class
Representative--Certain Rights and Powers of the Controlling Class
Representative" above, the Special Servicer may offer to sell any such defaulted
Mortgage Loan not otherwise purchased as described in the preceding paragraph,
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
Certificateholders (as a collective whole). Any such offer must be made in a
commercially reasonable manner for a period of not less than ten (10) days.
Subject to the discussion in the next paragraph, the Special Servicer will be
required to accept the highest cash bid received
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<PAGE>
from any person that constitutes a "fair price" (determined in accordance with
the Pooling Agreement) for such Mortgage Loan.
Notwithstanding any of the foregoing, the Special Servicer will not be
obligated to accept the highest cash bid if the Special Servicer determines, in
accordance with the Servicing Standard, that rejection of such bid would be in
the best interests of the Certificateholders (as a collective whole).
Furthermore, the Special Servicer may accept a lower cash bid (from any person
or entity other than itself or an affiliate) if it determines, in accordance
with the Servicing Standard, that acceptance of such bid would be in the best
interests of the Certificateholders (as a collective whole) (for example, if the
prospective buyer making the lower bid is more likely to perform its obligations
or the terms (other than the price) offered by the prospective buyer making the
lower bid are more favorable).
Neither the Trustee, in its individual capacity, nor any of its
affiliates may bid for or purchase any defaulted Mortgage Loan or any REO
Property.
In connection with the sale of any defaulted Mortgage Loan, the Special
Servicer may charge prospective bidders, and retain, fees that approximate the
Special Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or evaluating bids without obligation to deposit such
amounts into the Certificate Account.
If a defaulted Mortgage Loan is neither sold as described above in this
"--Sale of Defaulted Mortgage Loans" section nor modified as contemplated under
"--Modifications, Waivers, Amendments and Consents" above, the Special Servicer
is to proceed with respect thereto as described under "Description of the
Pooling Agreements--Realization Upon Defaulted Mortgage Loans" in the
Prospectus.
INSPECTIONS; COLLECTION OF OPERATING INFORMATION
The Special Servicer will be required, at the expense of the Trust, to
inspect or cause an inspection of the related Mortgaged Property as soon as
practicable after any Mortgage Loan becomes a Specially Serviced Mortgage Loan.
In addition, beginning in 2000, the Master Servicer will be required, at its own
expense, to inspect or cause an inspection of each Mortgaged Property at least
once per calendar year (or, in the case of each Mortgage Loan with an unpaid
principal balance of under $2,000,000, once every two years), if the Special
Servicer has not already done so in that period as described in the preceding
sentence. The Master Servicer and the Special Servicer will each be required to
prepare a written report of each such inspection performed by it that generally
describes the condition of the Mortgaged Property and that specifies (i) any
sale, transfer or abandonment of the property of which the Master Servicer or
the Special Servicer, as applicable, is aware or (ii) any change in the
property's condition, occupancy or value that the Master Servicer or the Special
Servicer, as applicable, considers to be material.
The Special Servicer, in the case of each Specially Serviced Mortgage
Loan, and the Master Servicer, in the case of each Performing Mortgage Loan,
will each be required to use reasonable efforts to collect from the related
Borrower and review the following items (to the extent that they are required to
be delivered pursuant to the related loan documents): (i) the annual operating
statements, budgets and rent rolls of the related Mortgaged Property and (ii)
the financial statements of such Borrower. The Special Servicer will also be
required to cause quarterly and annual operating statements, budgets and rent
rolls to be prepared for each REO Property. However, there can be no assurance
that any operating statements required to be delivered by a Borrower will in
fact be delivered, nor is the Master Servicer or the Special Servicer likely to
have any practical means of compelling such delivery.
EVIDENCE AS TO COMPLIANCE
On or before April 15 of each year, beginning April 15, 2000, each of
the Master Servicer and the Special Servicer must--
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o at its expense, 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 Trustee, among
others, to the effect that such firm has examined the
servicing operations of the Master Servicer or Special
Servicer, as the case may be, for the previous year and, on
the basis of such examination, conducted substantially in
compliance with the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers
Association of America ("USAP"), such firm confirms that the
---- Master Servicer or the Special Servicer, as applicable,
has complied with the minimum servicing standards identified
in USAP, in all material respects, except for such significant
exceptions or errors in records that, in the opinion of such
firm, USAP requires it to report (except that, in rendering
its report, such firm may rely, as to matters relating to the
direct servicing of commercial and multifamily rental 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); and
o deliver to the Trustee, among others, a statement signed by
one or more officers of the Master Servicer or the Special
Servicer, as the case may be, to the effect that, to the best
knowledge of such officer or officers, the Master Servicer or
Special Servicer, as applicable, has in all material respects
fulfilled its obligations under the Pooling Agreement
throughout the preceding calendar year (or the portion thereof
during which the Certificates were outstanding).
Copies of the foregoing annual accountants' statement and officer's
certificate of each of the Master Servicer and the Special Servicer will be made
available to Certificateholders (at their expense) upon written request to the
Trustee. The Master Servicer and the Special Servicer will each deliver or cause
the delivery of the foregoing annual accountants' statements and officers'
certificates in lieu of the items described under "Description of the Pooling
Agreements--Evidence of Compliance" in the Prospectus.
SALE OF MASTER SERVICING RIGHTS
If the Master Servicer is terminated as a result of certain Events of
Default, then subject to certain conditions, the Trustee will solicit bids for
the Master Servicer's servicing rights under the Pooling Agreement and will
deliver the net proceeds of any resulting sale to the Master Servicer. Any such
attempted sale is to occur during the 45-day period following such termination,
during which 45-day period the Trustee will act as successor Master Servicer.
Generally, termination of the Master Servicer will not result in the termination
of its sub-servicers unless such sub-servicers are in default under their
respective sub-servicing agreements. With respect to Additional Servicing Fee
Mortgage Loans, the termination of the applicable sub-servicer for cause will
not entitle the Trust or any Certificateholder to any portion of the Additional
Servicing Fee. The Additional Servicing Fees are not part of the Trust. See
"Description of the Pooling Agreements--Events of Default" and "--Rights Upon
Event of Default" in the Prospectus.
DESCRIPTION OF THE OFFERED CERTIFICATES
GENERAL
The Certificates will be issued, on or about the Closing Date, pursuant
to the Pooling Agreement. They will represent in the aggregate the entire
beneficial ownership interest in the Trust Fund. The Trust Fund will include:
o the Mortgage Loans;
o any and all payments under and proceeds of the Mortgage Loans
received after the Cut-off Date (exclusive of payments of
principal, interest and other amounts due thereon on or before
the Cut-off Date or, in the case of a Replacement Mortgage
Loan, on or before the related date of substitution and
exclusive of Additional Servicing Fees);
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o the Mortgage Files for the Mortgage Loans;
o any REO Properties;
o such funds or assets as from time to time are deposited in the
Certificate Account (see "Description of the Pooling
Agreements--Certificate Account" in the Prospectus) or the
Interest Reserve Account; and
o certain rights incidental to the representations and
warranties made by GECA, Column, GSMC and Union Capital as
described under "Description of the Mortgage
Pool--Representations and Warranties" and "--Cures,
Repurchases and Substitutions" in this Prospectus Supplement.
The Certificates will include twenty (20) separate Classes, eight (8)
of which are Classes of Offered Certificates and twelve (12) of which are
Classes of Private Certificates. The tables below set forth the Class
designation, the approximate initial aggregate Certificate Principal Balance or
Certificate Notional Amount and the initial Pass-Through Rate for each Class of
Certificates.
THE OFFERED CERTIFICATES
<TABLE>
<CAPTION>
INITIAL
AGGREGATE CERTIFICATE
PRINCIPAL BALANCE
OR CERTIFICATE APPROX. % OF INITIAL
CLASS DESIGNATION NOTIONAL AMOUNT(1) INITIAL POOL BALANCE PASS-THROUGH RATE(3)
- ----------------- ------------------ -------------------- --------------------
<S> <C> <C> <C>
Class S $1,550,429,606(2) N/A 0.4577%
Class A-1A $ 241,610,000 15.58% 6.8800%
Class A-1B $ 890,203,000 57.42% 7.3000%
Class A-2 $ 69,769,000 4.50% 7.4500%
Class A-3 $ 81,398,000 5.25% 7.6067%
Class A-4 $ 19,380,000 1.25% 7.6067%
Class B-1 $ 58,141,000 3.75% 7.6067%
Class B-2 $ 23,257,000 1.50% 7.6067%
</TABLE>
- ---------------
(1) The actual initial aggregate Certificate Principal Balance or
Certificate Notional Amount of any Class of Offered Certificates at the
date of issuance may be larger or smaller than the amount shown above,
depending on the actual size of the Initial Pool Balance. The actual
size of the Initial Pool Balance may be as much as 5% larger or smaller
than the amount presented in this Prospectus Supplement.
(2) Aggregate Certificate Notional Amount. The Class S Certificates will
not have Certificate Principal Balances.
(3) The Pass-Through Rate for the Class A-1A Certificates will be fixed.
The Pass-Through Rate for each other Class of Offered Certificates will
be variable or otherwise subject to change and will be calculated
pursuant to a formula described under "--Distributions--Calculation of
Pass-Through Rates" below.
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<PAGE>
THE PRIVATE CERTIFICATES
<TABLE>
<CAPTION>
INITIAL
AGGREGATE CERTIFICATE APPROX. % OF INITIAL
CLASS DESIGNATION PRINCIPAL BALANCE(1) INITIAL POOL BALANCE PASS-THROUGH RATE(3)
- ----------------- -------------------- -------------------- --------------------
<S> <C> <C> <C>
Class B-3 $ 38,761,000 2.50% 6.1000%
Class B-4 $ 31,008,000 2.00% 6.1000%
Class B-5 $ 15,505,000 1.00% 6.1100%
Class B-6 $ 19,380,000 1.25% 6.1100%
Class B-7 $ 15,504,000 1.00% 6.1100%
Class B-8 $ 15,505,000 1.00% 6.1100%
Class C $ 31,008,606 2.00% 6.1100%
Class D-1 N/A (2) N/A (2) N/A (2)
Class D-2 N/A (2) N/A (2) N/A (2)
Class R-I N/A (2) N/A (2) N/A (2)
Class R-II N/A (2) N/A (2) N/A (2)
Class R-III N/A (2) N/A (2) N/A (2)
</TABLE>
- ---------------
(1) The initial aggregate Certificate Principal Balance of any Class of
Private Certificates may be as much as 5% larger or smaller than
the aggregate principal balance shown above.
(2) The Class D-1, Class D-2, Class R-I, Class R-II and Class R-III
Certificates do not have Certificate Principal Balances, Certificate
Notional Amounts or Pass-Through Rates.
(3) The Pass-Through Rates for the Class B-3, Class B-4, Class B-5, Class
B-6, Class B-7, Class B-8 and Class C Certificates will, in the
case of each such Class, be fixed.
The "Certificate Principal Balance" of any Principal Balance
Certificate will represent the aggregate distributions of principal to which the
Holder of such Certificate is entitled over time out of payments (or Advances in
lieu thereof) and other collections on the assets of the Trust. The aggregate
Certificate Principal Balance of an entire Class of Principal Balance
Certificates is referred to in this Prospectus Supplement as the "Class
Principal Balance" of such Class. On each Distribution Date, the Class Principal
Balance of each Class of Principal Balance Certificates will be permanently
reduced by any distributions of principal actually made with respect to such
Class of Certificates on such Distribution Date. On any particular Distribution
Date, the Class Principal Balance of a Class of Principal Balance Certificates
may also be permanently reduced, as and to the extent described under
"--Allocations of Losses and Certain Other Shortfalls and Expenses" below, in
connection with any Mortgage Pool Deficits.
The Class S Certificates will not have Certificate Principal Balances
or entitle the Holders thereof to receive distributions of principal. The
"Certificate Notional Amount" of any Class S Certificate will represent the
principal amount on which interest will accrue in respect of such Certificate
from time to time. The aggregate Certificate Notional Amount of all the Class S
Certificates is referred to in this Prospectus Supplement as the "Class Notional
Amount" of such Class.
The Class Notional Amount of the Class S Certificates will equal the
aggregate of the Class Principal Balances of the respective Classes of Principal
Balance Certificates outstanding from time to time. Each such Class Principal
Balance will constitute a separate component (a "Component") of the Class
Notional Amount of the Class S Certificates (such Component to have the same
alphabetical and/or numerical designation as the alphabetical and/or numerical
Class designation for the related Class of Principal Balance Certificates (e.g.,
the Class Principal Balance of the Class A-1A Certificates outstanding from time
to time will constitute Component A-1A of the Class Notional Amount of the Class
S Certificates)).
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For purposes of determining the Certificate Principal Balance or
Certificate Notional Amount of any of your Certificates from time to time, you
can multiply the original Certificate Principal Balance or Certificate Notional
Amount of such Certificate as of the Closing Date, by the then applicable
Certificate Factor for the relevant Class. The "Certificate Factor" for any
Class of Offered Certificates, as of any date of determination, will be a
fraction (expressed as a percentage), the numerator of which will be the
outstanding Class Principal Balance or Class Notional Amount, as applicable, of
such Class as of such date of determination, and the denominator of which will
be the original Class Principal Balance or Class Notional Amount, as applicable,
of such Class as of the Closing Date. Certificate Factors will be reported
monthly in the Trustee Report.
A Class of Offered Certificates will be considered to be outstanding
until its Class Principal Balance or Class Notional Amount, as the case may be,
is reduced to zero. Under very limited circumstances, however, the prior Holders
of a retired Class of Principal Balance Certificates may thereafter be entitled
to certain payments in reimbursement of any reductions made in the Class
Principal Balance of such Class of Certificates, as described under
"--Allocations of Losses and Certain Other Shortfalls and Expenses" in this
Prospectus Supplement, in connection with any Mortgage Pool Deficits.
As described under "Federal Income Tax Consequences" in this Prospectus
Supplement, the Class R-I, Class R-II and Class R-III Certificates will
constitute REMIC residual interests and are referred to in this Prospectus
Supplement as the "REMIC Residual Certificates". The Principal Balance
Certificates and the Class S Certificates will evidence REMIC regular interests
and are referred to in this Prospectus Supplement as the "REMIC Regular
Certificates". The Class D-1 and Class D-2 Certificates (collectively, the
"Class D Certificates") will evidence undivided interests in each of the Grantor
Trusts.
The Depositor is only offering the Offered Certificates pursuant to
this Prospectus Supplement and the accompanying Prospectus. The Private
Certificates have not been registered under the Securities Act and are not being
offered to you. Accordingly, to the extent that this Prospectus Supplement
contains information regarding the terms of the Private Certificates, the
Depositor has provided such information because of its potential relevance to
you as a prospective purchaser of Offered Certificates.
REGISTRATION AND DENOMINATIONS
General. The Offered Certificates will be issued in book-entry form in
original denominations of:
o in the case of the Class S Certificates, $10,000 initial
Certificate Notional Amount and in any whole dollar
denomination in excess thereof; and
o in the case of the other Offered Certificates, $10,000 initial
Certificate Principal Balance and in any whole dollar
denomination in excess thereof.
Each Class of Offered Certificates will initially be represented by one
or more Certificates registered in the name of Cede & Co., as nominee of DTC.
DELIVERY, FORM AND DENOMINATION
The Offered Certificates will initially be represented by one or more
global Certificates for each such Class registered in the name of the nominee of
DTC. The Depositor has been informed by DTC that DTC's nominee will be Cede &
Co. You will not be entitled to receive a certificate issued in fully
registered, certificated form (each, a "Definitive Certificate") representing
your interest in such Class, except under the limited circumstances described in
the Prospectus under "Description of the Certificates--Book-Entry Registration
and Definitive Certificates". Unless and until Definitive Certificates are
issued, all references to actions by Holders of the Offered Certificates will
refer to actions taken by DTC upon instructions received from beneficial owners
of Offered Certificates through its participating organizations (together with
Cedel and Euroclear participating organizations, the "Participants"), and all
references in this Prospectus Supplement
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to payments, notices, reports, statements and other information to holders of
Offered Certificates will refer to payments, notices, reports and statements to
DTC or Cede & Co., as the registered holder of the Offered Certificates, for
distribution to beneficial owners of Offered Certificates through its
Participants in accordance with DTC procedures.
You may hold your Certificates through DTC (in the United States) or
Cedel or Euroclear (in Europe) if you are a Participant of such system, or
indirectly through organizations that are participants in such systems. Cedel
and Euroclear will hold omnibus positions on behalf of the Cedel Participants
and the Euroclear Participants, respectively, through customers' securities
accounts in Cedel's and Euroclear's names on the books of their respective
depositaries (collectively, the "Depositaries") which in turn will hold such
positions in customers' securities accounts in the Depositaries' names on the
books of DTC. DTC is a limited purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. DTC was created to hold securities for its Participants and to
facilitate the clearance and settlement of securities transactions between
Participants through electronic computerized book-entries, thereby eliminating
the need for physical movement of certificates. Participants include securities
brokers and dealers, banks, trust companies and clearing corporations. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").
Transfers between DTC Participants will occur in accordance with DTC
rules. Transfers between Cedel Participants and Euroclear Participants will
occur in accordance with their applicable rules and operating procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly through Cedel Participants or
Euroclear Participants, on the other, will be effected in DTC in accordance with
DTC rules on behalf of the relevant European international clearing system by
its Depositary. However, such cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the
counterparty in such system in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets it settlement
requirements, deliver instruction to its Depositary to take action to effect
final settlement on its behalf by delivering or receiving securities in DTC, and
making or receiving payment in accordance with normal procedures for same-day
funds settlement applicable to DTC. Cedel Participants and Euroclear
Participants may not deliver instructions directly to the Depositaries.
Because of time-zone differences, credits of securities in Cedel or
Euroclear as a result of a transaction with a DTC Participant will be made
during the subsequent securities settlement processing, dated the business day
following the DTC settlement date, and such credits or any transactions in such
securities settled during such processing will be reported to the relevant Cedel
Participant or Euroclear Participant on such business day. Cash received in
Cedel or Euroclear as a result of sales of securities by or through a Cedel
Participant or a Euroclear Participant to a DTC Participant will be received
with value on the DTC settlement date but will be available in the relevant
Cedel or Euroclear cash account only as of the business day following settlement
in DTC. For additional information regarding clearance and settlement procedures
for the Offered Certificates and for information with respect to tax
documentation procedures relating to the Offered Certificates, see Exhibit E
hereto.
The beneficial owners of Offered Certificates that are not Participants
but desire to purchase, sell or otherwise transfer ownership of, or other
interests in, Offered Certificates may do so only through Participants and
Indirect Participants. In addition, holders of Offered Certificates will receive
all distributions of principal and interest from the Trustee through the
Participants who in turn will receive them from DTC. Similarly, reports
distributed to Certificateholders pursuant to the Pooling Agreement and requests
for the consent of Certificateholders will be delivered to beneficial owners
only through DTC, Euroclear, Cedel and their respective participants. Under a
book-entry format, holders of Offered Certificates may experience some delay in
their receipt of payments, reports and notices, since such payments, reports and
notices will be forwarded by the Trustee to Cede & Co., as nominee for the DTC.
DTC will forward such payments, reports and notices to its Participants, which
thereafter will forward them to Indirect Participants, Cedel, Euroclear or
holders of Offered Certificates, as applicable.
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Under the rules, regulations and procedures creating and affecting DTC
and its operations (the "Rules"), DTC is required to make book-entry transfers
of Offered Certificates among Participants on whose behalf it acts with respect
to the Offered Certificates and to receive and transmit distributions of
principal of, and interest on, the Offered Certificates. Participants and
Indirect Participants with which the beneficial owners of Offered Certificates
have accounts with respect to the Offered Certificates similarly are required to
make book-entry transfers and receive and transmit such payments on behalf of
their respective holders of Offered Certificates. Accordingly, although the
beneficial owners of Offered Certificates will not possess the Offered
Certificates, the Rules provide a mechanism that Participants will receive
payments on Offered Certificates and will be able to transfer their interest.
Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a holder of
Offered Certificates to pledge such Certificates to persons or entities that do
not participate in the DTC system, or to otherwise act with respect to such
Certificates, may be limited due to the lack of a physical certificate for such
Certificates.
DTC has advised the Depositor that it will take any action permitted to
be taken by a holder of an Offered Certificate under the Pooling Agreement only
at that direction of one or more Participants to whose accounts with DTC the
Offered Certificates are credited. DTC may take conflicting actions with respect
to other undivided interests to the extent that such actions are taken on behalf
of Participants whose holdings include such undivided interests.
SENIORITY
The following chart sets forth the relative seniority of the respective
Classes of Certificates for purposes of--
o making distributions of interest and, if and when applicable,
distributions of principal, and
o allocating losses on the Mortgage Loans, as well as certain
default-related and other unanticipated expenses of the
Trust.
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Each identified Class of Certificates will, for the above-specified
purposes, be subordinate to each other Class of Certificates, if any, listed
above it in the following chart.
EXPANDED SENIORITY CHART
Most Senior Class A-1A, Class A-1B and Class S Most Senior
Class A-2
Class A-3
Class A-4
Class B-1
Class B-2
Class B-3
Class B-4
Class B-5
Class B-6
Class B-7
Class B-8
Class C
Most Subordinate Classes of REMIC Residual Certificates Most Subordinate
THE ONLY FORM OF CREDIT SUPPORT FOR ANY CLASS OF OFFERED CERTIFICATES
WILL BE THE ABOVE-REFERENCED SUBORDINATION OF THE OTHER CLASSES OF CERTIFICATES
LISTED BELOW IT IN THE EXPANDED SENIORITY CHART, INCLUDING ALL OF THE PRIVATE
CERTIFICATES (OTHER THAN THE CLASS D CERTIFICATES). THE REMIC RESIDUAL
CERTIFICATES DO NOT HAVE ANY MATERIAL ECONOMIC VALUE AND DO NOT CONSTITUTE TRUE
CREDIT SUPPORT.
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The Class D-1 Certificates will entitle the Holders thereof only to
those amounts, if any, applied as Additional Interest in respect of the GECA
Mortgage Loans that are ARD Loans, and the Class D-2 Certificates will entitle
the Holders thereof only to those amounts, if any, applied to Additional
Interest in respect of the Column Mortgage Loans that are ARD Loans.
Accordingly, the Class D Certificates are not necessarily senior or subordinate
to any other Class of Certificates (except to the extent that amounts received
on any particular ARD Loan are applied first to pay amounts other than
Additional Interest).
CERTAIN RELEVANT CHARACTERISTICS OF THE MORTGAGE LOANS
The following characteristics of the Mortgage Loans are, in addition to
those described elsewhere in this Prospectus Supplement, relevant to the
following discussions in this "Description of the Offered Certificates" section:
Mortgage Pass-Through Rate. The "Mortgage Pass-Through Rate" in
respect of any Mortgage Loan for any Distribution Date will, in general, equal--
o in the case of each 30/360 Mortgage Loan, an annual rate equal
to (a) the Mortgage Rate for such Mortgage Loan as of the
Cut-off Date, minus (b) 0.0512% per annum, and
o in the case of each Actual/360 Mortgage Loan, an annual rate
generally equal to (a) a fraction (expressed as a percentage),
the numerator of which is twelve (12) times the aggregate
amount of interest accrued (or, in the event of prepayments or
liquidations, that would have accrued) in respect of such
Mortgage Loan during the calendar month immediately preceding
the month in which such Distribution Date occurs at the
Mortgage Rate (or, in the case of an Additional Servicing Fee
Mortgage Loan, at the Mortgage Rate less the Additional
Servicing Fee Rate) for such Mortgage Loan as of the Cut-off
Date, and the denominator of which is the Stated Principal
Balance of such Mortgage Loan immediately prior to such
Distribution Date, minus (b) 0.0512% per annum; provided that
the numerator of the fraction described in clause (a) above
will, when the accrual of interest occurs during the calendar
months of December (except in a year preceding a leap year)
and January, be decreased by the amount of any Interest
Reserve Amount transferred from the Certificate Account to the
Interest Reserve Account in respect of such Mortgage Loan in
the following calendar month and will, when the accrual of
interest occurs during the calendar month of February, be
increased by the Interest Reserve Amounts to be transferred
from the Interest Reserve Account to the Certificate Account
in respect of such Mortgage Loan in the following calendar
month. See "--Distributions--Interest Reserve Account" below.
The Mortgage Pass-Through Rate for each Mortgage Loan will be
unaffected by any change in the Mortgage Rate for such Mortgage Loan, including
in connection with any bankruptcy or insolvency of the related Borrower or any
modification of such Mortgage Loan agreed to by the Master Servicer or the
Special Servicer.
Stated Principal Balance. The "Stated Principal Balance" of each
Mortgage Loan will initially equal its Cutoff Date Balance (or, in the case of a
Replacement Mortgage Loan, the unpaid principal balance thereof as of the
related date of substitution, after application of all payments of principal due
thereon on or before such date, whether or not received) and will permanently be
reduced on each subsequent Distribution Date (to not less than zero) by--
o that portion, if any, of the Principal Distribution Amount for
such Distribution Date that is attributable to such Mortgage
Loan (see "--Distributions--Calculation of the Principal
Distribution Amount" below), and
o the principal portion of any Realized Loss incurred in respect
of such Mortgage Loan during the related Collection Period
(see "--Allocation of Losses and Certain Other Shortfalls and
Expenses" below).
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However, the Stated Principal Balance of a Mortgage Loan will, in all
cases, be zero as of the Distribution Date following the Collection Period in
which it is determined that all amounts ultimately collectible with respect to
such Mortgage Loan or any related REO Property have been received.
DISTRIBUTIONS
General. Subject to available funds, the Trustee will, in general, make
all distributions required to be made on the Certificates on each Distribution
Date to the Certificateholders of record as of the close of business on the
related Record Date. Notwithstanding the foregoing, the final distribution of
principal and/or interest on any REMIC Regular Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution.
In order to receive its distributions by wire transfer, a
Certificateholder must provide the Trustee with written wiring instructions no
less than five (5) business days prior to the related Record Date. Otherwise,
such Certificateholder will receive its distributions by check mailed to it.
Until Definitive Certificates are issued, Cede & Co. will be the
registered holder of your Certificates, and you will receive distributions on
your Certificates through DTC and your DTC Participant. See "--Registration and
Denominations" above.
The Available Distribution Amount. The aggregate amount available to
make distributions of interest (other than Additional Interest) and principal on
the Certificates on each Distribution Date is referred to in this Prospectus
Supplement as the "Available Distribution Amount". The Available Distribution
Amount for any Distribution Date will include--
(1) all payments and other collections on the Mortgage Loans and
any REO Properties that are on deposit in the Certificate
Account (see "Description of the Pooling
Agreements--Certificate Account" in the Prospectus) as of the
close of business on the related Determination Date, exclusive
of any portion thereof that represents one or more of the
following:
(a) Scheduled P&I Payments due on a Due Date subsequent
to the end of the related Collection Period;
(b) Prepayment Premiums, Yield Maintenance Charges and
Additional Interest (which are separately
distributable on the Certificates as described below
in this Prospectus Supplement);
(c) amounts that are payable or reimbursable to any
person other than the Certificateholders, including
(i) amounts payable to the Master Servicer, the
Special Servicer, any Sub-Servicers or the Trustee as
compensation (including Trustee Fees (as defined
below), Servicing Fees, Workout Fees, Liquidation
Fees, assumption fees, modification fees and, to the
extent not otherwise applied to cover interest on
Advances, Default Interest and late payment charges),
(ii) amounts payable in reimbursement of outstanding
Advances, together with interest thereon, and (iii)
amounts payable in respect of other expenses of the
Trust;
(d) if such Distribution Date occurs during February of
any year or during January of any year that is not a
leap year, the Interest Reserve Amounts that are to
be transferred with respect to the Actual/360
Mortgage Loans from the Certificate Account to the
Interest Reserve Account during such month and held
for future distribution; and
(e) amounts deposited in the Certificate Account in
error;
(2) any P&I Advances and Compensating Interest Payments made with
respect to such Distribution Date; and
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(3) if such Distribution Date occurs during March of any year, the
Interest Reserve Amounts that are to be transferred with
respect to the Actual/360 Mortgage Loans from the Interest
Reserve Account to the Certificate Account during such month.
See "--Interest Reserve Account" and "--Allocations of Losses and
Certain Other Shortfalls and Expenses" below and "Description of the Pooling
Agreements--Certificate Account" in the Prospectus.
Interest Reserve Account. The Trustee will establish and maintain an
"Interest Reserve Account" in its name for the benefit of the
Certificateholders. During January (except in a leap year) and February of each
calendar year, beginning in 2000, the Trustee will, on or before the
Distribution Date in such month, withdraw from those accounts constituting part
of the Certificate Account that are maintained by it and deposit in the Interest
Reserve Account the Interest Reserve Amount with respect to each Actual/360
Mortgage Loan as to which the Scheduled P&I Payment due in such month was either
received or advanced. The "Interest Reserve Amount" in respect of any such
Mortgage Loan for either such month will, in general, equal one day's interest
accrued at the related Mortgage Rate (or, in the case of an Additional Servicing
Fee Mortgage Loan, at the related Mortgage Rate less the related Additional
Servicing Fee Rate) on the Stated Principal Balance of such Mortgage Loan
outstanding immediately following the Distribution Date in the preceding
calendar month. During March of each calendar year, beginning in 2000, the
Trustee will, on or before the Distribution Date in such month, withdraw from
the Interest Reserve Account and deposit in those accounts constituting part of
the Certificate Account maintained by it any and all Interest Reserve Amounts
with respect to the Actual/360 Mortgage Loans then on deposit in the Interest
Reserve Account. All such Interest Reserve Amounts that are so transferred from
the Interest Reserve Account to the Certificate Account will be included in the
Available Distribution Amount for the Distribution Date during the month of
transfer.
Calculation of Interest. Each Class of REMIC Regular Certificates will
bear interest, such interest to accrue during each Interest Accrual Period based
upon--
o the Pass-Through Rate for such Class for the related
Distribution Date;
o the Class Principal Balance or Class Notional Amount, as the
case may be, of such Class outstanding immediately prior to
the related Distribution Date; and
o the assumption that each year consists of twelve 30-day
months.
The total amount of interest accrued from time to time with respect to
each Class of REMIC Regular Certificates is referred to in this Prospectus
Supplement as "Accrued Certificate Interest". However, less than the full amount
of Accrued Certificate Interest in respect of any Class of REMIC Regular
Certificates for any Interest Accrual Period may be distributable thereon as a
result of the allocation of any Net Aggregate Prepayment Interest Shortfall for
the related Distribution Date.
The portion of the Accrued Certificate Interest in respect of any Class
of REMIC Regular Certificates for any Interest Accrual Period that is actually
distributable thereon is referred to in this Prospectus Supplement as the
"Distributable Certificate Interest" for such Class. The Distributable
Certificate Interest in respect of any Class of REMIC Regular Certificates for
any Interest Accrual Period will equal the Accrued Certificate Interest in
respect of such Class for such Interest Accrual Period, reduced (to not less
than zero) by any portion of the Net Aggregate Prepayment Interest Shortfall for
the related Distribution Date that has been allocated to such Class as described
under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below.
Calculation of Pass-Through Rates. The Pass-Through Rates for the
Class A-1A Certificates will be fixed at 6.8800%. The Pass-Through Rate for the
Class A-1B Certificates for any Distribution Date will equal the lesser
of 7.3000% per annum and the Weighted Average Mortgage Pass-Through Rate for
such Distribution Date. The Pass-Through Rate for the Class A-2 Certificates for
any Distribution Date will equal the lesser of 7.4500% per annum and the
Weighted Average Mortgage Pass-Through Rate for such Distribution Date. The
Pass-Through Rate for the Class
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A-3 Certificates for the first Distribution Date will equal 7.6067% and for any
Distribution Date thereafter will equal the lesser of 7.6400% per annum and the
Weighted Average Mortgage Pass-Through Rate for such Distribution Date. The
Pass-Through Rates for the Class A-4, Class B-1 and Class B-2 Certificates for
any Distribution Date will, in the case of each such Class, equal the Weighted
Average Mortgage Pass-Through Rate for such Distribution Date.
The Pass-Through Rate applicable to the Class S Certificates for each
Distribution Date will equal the weighted average of the then applicable Class S
Strip Rates for the respective Components of the Class Notional Amount of the
Class S Certificates (weighted on the basis of the relative sizes of such
Components immediately prior to such Distribution Date). The "Class S Strip
Rate" in respect of any Component of the Class Notional Amount of the Class S
Certificates for any Distribution Date will equal the excess, if any, of (i) the
Weighted Average Mortgage Pass-Through Rate for such Distribution Date, over
(ii) the Pass-Through Rate then applicable to the Class of Principal Balance
Certificates whose Class Principal Balance constitutes such Component. THE CLASS
S STRIP RATES FOR COMPONENTS A-4, B-1 AND B-2 OF THE CLASS NOTIONAL AMOUNT OF
THE CLASS S CERTIFICATES WILL AT ALL TIMES WITH RESPECT TO ALL SUCH COMPONENTS
BE 0% PER ANNUM. In addition, at least initially, the Class S Strip Rate for
Component A-3 of the Class Notional Amount of the Class S Certificates will also
be 0% per annum.
The Pass-Through Rates for the Class B-3 and Class B-4 Certificates
will, in the case of each such Class, be fixed at 6.1000% per annum. The
Pass-Through Rates for the Class B-5, Class B-6, Class B-7, Class B-8 and Class
C Certificates will, in the case of each such Class, be fixed at 6.1100% per
annum.
The Class D Certificates and the REMIC Residual Certificates will not
have Pass-Through Rates.
The "Weighted Average Mortgage Pass-Through Rate" for each Distribution
Date will, in general, equal the weighted average of the Mortgage Pass-Through
Rates in effect for all the Mortgage Loans for such Distribution Date (weighted
on the basis of such Mortgage Loans' respective Stated Principal Balances
immediately prior to such Distribution Date).
Calculation of the Principal Distribution Amount. The "Principal
Distribution Amount" for any Distribution Date represents the maximum amount of
principal distributable in respect of the Principal Balance Certificates for
such Distribution Date. The Principal Distribution Amount for any Distribution
Date will, in general, equal the aggregate (without duplication) of the
following:
(a) all payments of principal (other than voluntary principal
prepayments) received on the Mortgage Loans during the related
Collection Period, in each case net of any portion of the particular
payment that represents a late collection of principal for which a P&I
Advance was previously made for a prior Distribution Date or that
represents the principal portion of a Scheduled P&I Payment due on or
before the Cut-off Date or on a Due Date subsequent to the end of the
related Collection Period;
(b) the principal portions of all Scheduled P&I Payments due
in respect of the Mortgage Loans for their respective Due Dates
occurring during the related Collection Period, that were received
prior to the related Collection Period;
(c) all voluntary principal prepayments received on the
Mortgage Loans during the related Collection Period;
(d) all other collections (including Liquidation Proceeds,
Condemnation Proceeds and Insurance Proceeds) that were received on or
in respect of the Mortgage Loans during the related Collection Period
and that were identified and applied by the Master Servicer as
recoveries of principal thereof, in each case net of any portion of
the particular collection that represents a late collection of
principal due on or before the Cut-off Date or for which a P&I Advance
was previously made for a prior Distribution Date; and
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(e) the principal portions of all P&I Advances made in respect
of the Mortgage Loans for such Distribution Date.
Priority of Payments.
General. Distributions of interest and principal are to be made to the
Holders of the various Classes of REMIC Regular Certificates sequentially based
on their relative seniority as depicted in the Expanded Seniority Chart under
"--Seniority" above. Accordingly, the Trustee will make distributions of
interest and principal on the Class A-1A, Class A-1B and Class S Certificates
(collectively, the "Senior Certificates") prior to making such distributions in
respect of any other Class of REMIC Regular Certificates.
Distributions of Interest and Principal on the Senior Certificates. On
each Distribution Date, the Trustee will apply the Available Distribution Amount
for such date for the following purposes and in the following order of priority:
(1) to pay interest to the Holders of the respective Classes
of Senior Certificates, up to an amount equal to, and pro rata as among
such Classes in accordance with, all unpaid Distributable Certificate
Interest accrued in respect of each such Class of Certificates through
the end of the related Interest Accrual Period,
(2) to pay principal to the Holders of the Class A-1A and
Class A-1B Certificates (allocable between such two Classes of
Certificateholders as described below), up to an amount equal to the
lesser of (a) the aggregate of the then outstanding Class Principal
Balances of such Classes of Certificates and (b) the Principal
Distribution Amount for such Distribution Date, and
(3) if applicable, to reimburse the Holders of the Class A-1A
and Class A-1B Certificates, up to an amount equal to, and pro rata as
between such two Classes of Certificateholders in accordance with, the
aggregate of all unreimbursed reductions, if any, made to the Class
Principal Balance of each such Class of Certificates as described under
"--Allocation of Losses and Certain Other Shortfalls and Expenses"
below in connection with any Mortgage Pool Deficits.
In general, all distributions of principal on the Class A-1A and Class
A-1B Certificates on any Distribution Date will be distributable, first, to the
Holders of the Class A-1A Certificates, until the Class Principal Balance of the
Class A-1A Certificates is reduced to zero, and thereafter, to the Holders of
the Class A-1B Certificates. However, if (1) the aggregate Certificate Principal
Balance of the Class A-1A and Class A-1B Certificates outstanding immediately
prior to any Distribution Date ever equals or exceeds (2) the sum of (a) the
aggregate Stated Principal Balance of the Mortgage Pool expected to be
outstanding immediately following such Distribution Date, plus (b) the lesser of
(i) the Principal Distribution Amount for such Distribution Date and (ii) the
portion of the Available Distribution Amount for such Distribution Date that
will remain after all required distributions of interest on the Senior
Certificates have been made, then (assuming the Class A-1A Certificates still
remain outstanding) all distributions of principal in respect of the Class A-1A
and Class A-1B Certificates on such Distribution Date and on each Distribution
Date thereafter will be made on a pro rata basis in accordance with the
respective Class Principal Balances of such Certificates. Similarly, all
distributions of principal, if any, in respect of the Class A-1A and Class A-1B
Certificates on the final Distribution Date in connection with a termination of
the Trust (see "--Termination" below) will be made on the same pro rata basis.
All Certificates, other than the Senior Certificates and the Class D
Certificates, collectively constitute the "Subordinate Certificates". The
portion, if any, of the Available Distribution Amount for any Distribution Date
that remains after the foregoing distributions on the Senior Certificates is
referred to in this Prospectus Supplement as the "Subordinate Available
Distribution Amount". The Subordinate Available Distribution Amount for each
Distribution Date will be applied to make distributions on the Subordinate
Certificates as described below.
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Distributions of Interest and Principal on the Subordinate
Certificates. On each Distribution Date, the Trustee will apply the Subordinate
Available Distribution Amount for such date for the following purposes and in
the following order of priority:
(1) to pay interest to the Holders of the Class A-2
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
(2) if the Class Principal Balances of all more senior Classes
of Principal Balance Certificates have been reduced to zero, to pay
principal to the Holders of the Class A-2 Certificates, up to an amount
equal to the lesser of (a) the then outstanding Class Principal Balance
of such Class of Certificates and (b) the remaining portion of the
Principal Distribution Amount for such Distribution Date;
(3) if applicable, to reimburse the Holders of the Class A-2
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
(4) to pay interest to the Holders of the Class A-3
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
(5) if the Class Principal Balances of all more senior Classes
of Principal Balance Certificates have been reduced to zero, to pay
principal to the Holders of the Class A-3 Certificates, up to an amount
equal to the lesser of (a) the then outstanding Class Principal Balance
of such Class of Certificates and (b) the remaining portion of the
Principal Distribution Amount for such Distribution Date;
(6) if applicable, to reimburse the Holders of the Class A-3
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
(7) to pay interest to the Holders of the Class A-4
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
(8) if the Class Principal Balances of all more senior Classes
of Principal Balance Certificates have been reduced to zero, to pay
principal to the Holders of the Class A-4 Certificates, up to an amount
equal to the lesser of (a) the then outstanding Class Principal Balance
of such Class of Certificates and (b) the remaining portion of the
Principal Distribution Amount for such Distribution Date;
(9) if applicable, to reimburse the Holders of the Class A-4
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
(10) to pay interest to the Holders of the Class B-1
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
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(11) if the Class Principal Balances of all more senior
Classes of Principal Balance Certificates have been reduced to zero, to
pay principal to the Holders of the Class B-1 Certificates, up to an
amount equal to the lesser of (a) the then outstanding Class Principal
Balance of such Class of Certificates and (b) the remaining portion of
the Principal Distribution Amount for such Distribution Date;
(12) if applicable, to reimburse the Holders of the Class B-1
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
(13) to pay interest to the Holders of the Class B-2
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
(14) if the Class Principal Balances of all more senior
Classes of Principal Balance Certificates have been reduced to zero, to
pay principal to the Holders of the Class B-2 Certificates, up to an
amount equal to the lesser of (a) the then outstanding Class Principal
Balance of such Class of Certificates and (b) the remaining portion of
the Principal Distribution Amount for such Distribution Date;
(15) if applicable, to reimburse the Holders of the Class B-2
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
(16) to pay interest to the Holders of the Class B-3
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
(17) if the Class Principal Balances of all more senior
Classes of Principal Balance Certificates have been reduced to zero, to
pay principal to the Holders of the Class B-3 Certificates, up to an
amount equal to the lesser of (a) the then outstanding Class Principal
Balance of such Class of Certificates and (b) the remaining portion of
the Principal Distribution Amount for such Distribution Date;
(18) if applicable, to reimburse the Holders of the Class B-3
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
(19) to pay interest to the Holders of the Class B-4
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
(20) if the Class Principal Balances of all more senior
Classes of Principal Balance Certificates have been reduced to zero, to
pay principal to the Holders of the Class B-4 Certificates, up to an
amount equal to the lesser of (a) the then outstanding Class Principal
Balance of such Class of Certificates and (b) the remaining portion of
the Principal Distribution Amount for such Distribution Date;
(21) if applicable, to reimburse the Holders of the Class B-4
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
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(22) to pay interest to the Holders of the Class B-5
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
(23) if the Class Principal Balances of all more senior
Classes of Principal Balance Certificates have been reduced to zero, to
pay principal to the Holders of the Class B-5 Certificates, up to an
amount equal to the lesser of (a) the then outstanding Class Principal
Balance of such Class of Certificates and (b) the remaining portion of
the Principal Distribution Amount for such Distribution Date;
(24) if applicable, to reimburse the Holders of the Class B-5
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
(25) to pay interest to the Holders of the Class B-6
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
(26) if the Class Principal Balances of all more senior
Classes of Principal Balance Certificates have been reduced to zero, to
pay principal to the Holders of the Class B-6 Certificates, up to an
amount equal to the lesser of (a) the then outstanding Class Principal
Balance of such Class of Certificates and (b) the remaining portion of
the Principal Distribution Amount for such Distribution Date;
(27) if applicable, to reimburse the Holders of the Class B-6
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
(28) to pay interest to the Holders of the Class B-7
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
(29) if the Class Principal Balances of all more senior
Classes of Principal Balance Certificates have been reduced to zero, to
pay principal to the Holders of the Class B-7 Certificates, up to an
amount equal to the lesser of (a) the then outstanding Class Principal
Balance of such Class of Certificates and (b) the remaining portion of
the Principal Distribution Amount for such Distribution Date;
(30) if applicable, to reimburse the Holders of the Class B-7
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
(31) to pay interest to the Holders of the Class B-8
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
(32) if the Class Principal Balances of all more senior
Classes of Principal Balance Certificates have been reduced to zero, to
pay principal to the Holders of the Class B-8 Certificates, up to an
amount equal to the lesser of (a) the then outstanding Class Principal
Balance of such Class of Certificates and (b) the remaining portion of
the Principal Distribution Amount for such Distribution Date;
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(33) if applicable, to reimburse the Holders of the Class B-8
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
(34) to pay interest to the Holders of the Class C
Certificates, up to an amount equal to all unpaid Distributable
Certificate Interest accrued in respect of such Class of Certificates
through the end of the related Interest Accrual Period;
(35) if the Class Principal Balances of all more senior
Classes of Principal Balance Certificates have been reduced to zero, to
pay principal to the Holders of the Class C Certificates, up to an
amount equal to the lesser of (a) the then outstanding Class Principal
Balance of such Class of Certificates and (b) the remaining portion of
the Principal Distribution Amount for such Distribution Date;
(36) if applicable, to reimburse the Holders of the Class C
Certificates, up to an amount equal to the aggregate of all
unreimbursed reductions, if any, made to the Class Principal Balance of
such Class of Certificates as described under "--Allocation of Losses
and Certain Other Shortfalls and Expenses" below in connection with any
Mortgage Pool Deficits;
(37) to pay to the Holders of the REMIC Residual Certificates,
the balance, if any, of the Subordinate Available Distribution Amount
for such Distribution Date;
provided that, on the final Distribution Date in connection with a termination
of the Trust, the distributions of principal to be made pursuant to clauses (2),
(5), (8), (11), (14), (17), (20), (23), (26), (29), (32) and (35) above shall,
in each case, subject to the then remaining portion of the Subordinate Available
Distribution Amount for such date, be made to the Holders of the relevant Class
of Principal Balance Certificates otherwise entitled to distributions of
principal pursuant to such clause in an amount equal to the entire then
remaining Class Principal Balance of such Class of Certificates outstanding
immediately prior to such final Distribution Date (and without regard to the
Principal Distribution Amount for such Distribution Date).
Distributions of Prepayment Premiums and Yield Maintenance Charges. If
any Prepayment Premium is collected during any particular Collection Period in
respect of any Mortgage Loan that provides for Prepayment Consideration equal to
the greater of a specified Prepayment Premium and a Yield Maintenance Charge,
then such Prepayment Premium will be distributed as additional interest on the
Distribution Date corresponding to such Collection Period to the Holders of the
Class S Certificates.
If any Yield Maintenance Charge is collected with respect to any
Mortgage Loan during any particular Collection Period (including a Yield
Maintenance Charge collected in respect of a Mortgage Loan that provides for
Prepayment Consideration equal to the greater of a specified Prepayment Premium
and a Yield Maintenance Charge), then such Yield Maintenance Charge will be
distributed as additional interest on the Distribution Date corresponding to
such Collection Period as follows:
o The Holders of each Class of Principal Balance Certificates
then entitled to distributions of principal on such
Distribution Date will be entitled to an amount equal to the
product of (1) the amount of such Yield Maintenance Charge,
multiplied by (2) a fraction (not greater than one or less
than zero), the numerator of which is equal to the excess, if
any, of the Pass-Through Rate applicable to such Class of
Principal Balance Certificates for such Distribution Date,
over the relevant Discount Rate, and the denominator of which
is equal to the excess, if any, of the Mortgage Rate for the
prepaid Mortgage Loan, over the relevant Discount Rate,
multiplied by (3) a fraction (not greater than one or less
than zero), the numerator of which is equal to the aggregate
distributions of principal payable to the Holders of such
Class of Principal Balance Certificates on such Distribution
Date, and the denominator of which is equal to the Principal
Distribution Amount for such Distribution Date.
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o Any portion of such Yield Maintenance Charge that may remain
after such distributions on the Principal Balance Certificates
will be distributed to the Holders of the Class S
Certificates.
For purposes of the foregoing, the relevant "Discount Rate" will be the
rate which, when compounded monthly, is equivalent to the Treasury Rate when
compounded semi-annually (e.g., a 6% per annum Treasury Rate would equate to a
5.9263% per annum Discount Rate). The "Treasury Rate" is:
o in the case of any GECA Mortgage Loan or Column Mortgage
Loan, the yield calculated by the linear interpolation of the
yields, as reported in Federal Reserve Statistical Release
H.15--Selected Interest Rates under the heading "U.S.
government securities/Treasury constant maturities" for the
week ending prior to the date of the relevant principal
prepayment, of U.S. Treasury constant maturities with a
maturity date (one longer and one shorter) most nearly
approximating (i) in the case of any GECA Mortgage Loan, the
weighted average life (calculated in accordance with the
related loan documents) of the prepaid Mortgage Loan
immediately prior to the prepayment, and (ii) in the case of
any Column Mortgage Loan, the stated maturity (or, in the case
of any Column Mortgage Loan that is an ARD Loan, the
Anticipated Repayment Date) of the prepaid Mortgage Loan.
o in the case of any GSMC Mortgage Loan, the yield on the U.S.
Treasury security selected in the applicable Mortgage Note for
any such Mortgage Loan as published in The Wall Street
Journal.
If Release H.15 or The Wall Street Journal is no longer published, the
Master Servicer will select a comparable publication to determine the Treasury
Rate.
Neither the Depositor nor either Underwriter makes any representation
as to the enforceability of the provision of any Mortgage Note requiring the
payment of a Prepayment Premium or Yield Maintenance Charge or as to the
collectability of any Prepayment Premium or Yield Maintenance Charge. See
"Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage
Loans--Prepayment Provisions" and "Risk Factors--Risks Related to the Mortgage
Loans--Limitations on Enforceability and Collectability of Prepayment Premiums
and Yield Maintenance Charges" in this Prospectus Supplement.
Distributions of Additional Interest. It is anticipated that the Class
D-1 Certificates will be delivered to and retained by GECA or an affiliate
thereof. The Class D-1 Certificates will entitle the Holders thereof to all
amounts, if any, applied as Additional Interest on the GECA Mortgage Loans that
are ARD Loans.
It is anticipated that the Class D-2 Certificates will be delivered to
and retained by Column or an affiliate thereof. The Class D-2 Certificates will
entitle the Holders thereof to all amounts, if any, applied as Additional
Interest on the Column Mortgage Loans that are ARD Loans.
Treatment of REO Properties. Notwithstanding that any Mortgaged
Property may be acquired as part of the Trust Fund through foreclosure, deed in
lieu of foreclosure or otherwise, the related Mortgage Loan will be treated as
having remained outstanding until such REO Property is liquidated for purposes
of determining--
o distributions on the Certificates,
o reductions in the Class Principal Balances of the various
Classes of Principal Balance Certificates in connection with
any Mortgage Pool Deficits, and
o the amount of all fees payable under the Pooling Agreement.
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The Mortgage Loan will be taken into account when determining the Weighted
Average Mortgage Pass-Through Rate and the Principal Distribution Amount for
each Distribution Date. Operating revenues and other proceeds derived from such
REO Property (after application thereof to pay, or to reimburse the Master
Servicer, the Special Servicer and/or the Trustee for the payment of, certain
costs and expenses incurred in connection with the operation and disposition of
such REO Property) will be "applied" by the Master Servicer as principal,
interest and other amounts "due" on such Mortgage Loan. As and to the extent
described under "--P&I Advances" below, the Master Servicer and the Trustee will
be required to make P&I Advances in respect of such Mortgage Loan, in all cases
as if such Mortgage Loan had remained outstanding.
ALLOCATION OF LOSSES AND CERTAIN OTHER SHORTFALLS AND EXPENSES
As a result of Realized Losses and Additional Trust Fund Expenses, the
aggregate Stated Principal Balance of the Mortgage Pool may decline below the
aggregate Certificate Principal Balance of the Principal Balance Certificates,
thereby resulting in a Mortgage Pool Deficit equal to the difference. If a
Mortgage Pool Deficit exists following the distributions made to
Certificateholders on any Distribution Date, then the respective Class Principal
Balances of the various Classes of Principal Balance Certificates are to be
successively reduced in reverse order of seniority as depicted on the Expanded
Seniority Chart under "--Seniority" above, until such Mortgage Pool Deficit is
eliminated. The first Class Principal Balance to be reduced would be that of the
most subordinate Class of Principal Balance Certificates then outstanding. No
such reduction will be made to the Class Principal Balance of any Class of
Principal Balance Certificates until the Class Principal Balance of each more
subordinate Class of Principal Balance Certificates, if any, is reduced to zero.
If it is necessary to make any such reductions in the Class Principal Balances
of the Class A-1A and Class A-1B Certificates at a time when both such Classes
are outstanding, such reductions will be made on a pro rata basis in accordance
with relative sizes of such Class Principal Balances.
The foregoing reductions in the Class Principal Balances of the
respective Classes of the Principal Balance Certificates will effectively
constitute an allocation of the Realized Losses and/or Additional Trust Fund
Expenses that caused the particular Mortgage Pool Deficit. Any such reduction in
the Class Principal Balance of a Class of Principal Balance Certificates will
result in a corresponding reduction in the Notional Amount of the Class S
Certificates.
"Realized Losses" are losses on or in respect of the Mortgage Loans
arising from the inability of the Master Servicer and/or the Special Servicer to
collect all amounts due and owing under any such Mortgage Loan, including by
reason of the fraud or bankruptcy of a Borrower or, to the extent not covered by
insurance, a casualty of any nature at a Mortgaged Property. The Realized Loss
in respect of a liquidated Mortgage Loan (or related REO Property) is an amount
generally equal to the excess, if any, of (a) the outstanding principal balance
of such Mortgage Loan as of the date of liquidation, together with (i) all
accrued and unpaid interest thereon to but not including the Due Date in the
Collection Period in which the liquidation occurred (exclusive, however, of any
such accrued and unpaid interest that constitutes Default Interest or Additional
Interest) and (ii) all related unreimbursed Servicing Advances and unpaid
liquidation expenses, over (b) the aggregate amount of Liquidation Proceeds, if
any, recovered in connection with such liquidation. If any portion of the debt
due under a Mortgage Loan is forgiven, whether in connection with a
modification, waiver or amendment granted or agreed to by the Master Servicer or
the Special Servicer or in connection with the bankruptcy or similar proceeding
involving the related Borrower, the amount so forgiven (other than Default
Interest and Additional Interest) also will be treated as a Realized Loss.
An "Additional Trust Fund Expense" is, in general, an expense of the
Trust that arises out of a default on a Mortgage Loan or an otherwise
unanticipated event and that is not covered by a Servicing Advance or a
corresponding collection from the related Borrower. Some examples of Additional
Trust Fund Expenses are:
o any Special Servicing Fees, Workout Fees and Liquidation Fees
paid to the Special Servicer;
o any interest paid to the Master Servicer, the Special Servicer
and/or the Trustee in respect of unreimbursed Advances (to the
extent not covered out of late payment charges and Default
Interest actually collected on the related Mortgage Loans);
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o the cost of various opinions of counsel required or permitted
to be obtained in connection with the servicing of the
Mortgage Loans and the administration of the Trust Fund;
o certain unanticipated, non-Mortgage Loan specific expenses of
the Trust, including certain reimbursements and
indemnifications to the Trustee as described under
"Description of the Pooling Agreements--Certain Matters
Regarding the Trustee" in the Prospectus, certain
reimbursements to the Master Servicer, the Special Servicer,
the REMIC Administrator and the Depositor as described under
"Description of the Pooling Agreements--Certain Matters
Regarding the Master Servicer, the Special Servicer, the REMIC
Administrator and the Depositor" in the Prospectus and certain
federal, state and local taxes, and certain tax-related
expenses, payable out of the Trust Fund as described under
"Federal Income Tax Consequences--Possible Taxes on Income
From Foreclosure Property and Other Taxes" in this Prospectus
Supplement and "Federal Income Tax Consequences--Taxation of
Owners of REMIC Regular Certificates--Prohibited Transactions
Tax and Other Taxes" in the Prospectus; and
o any amounts expended on behalf of the Trust to remediate an
adverse environmental condition at any Mortgaged Property
securing a defaulted Mortgage Loan (see "Description of the
Pooling Agreements--Realization Upon Defaulted Mortgage Loans"
in the Prospectus).
The Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date will be allocated on such Distribution Date among the
respective Classes of REMIC Regular Certificates, up to, and on a pro rata
basis, in accordance with, the respective amounts of Accrued Certificate
Interest for each such Class of Certificates for the related Interest Accrual
Period.
P&I ADVANCES
The Master Servicer will be required to make for each Distribution Date
(either out of its own funds or, subject to the replacement thereof as and to
the extent provided in the Pooling Agreement, funds held in the Certificate
Account that are not required to be part of the Available Distribution Amount
for such Distribution Date) an aggregate amount of P&I Advances generally equal
to all Scheduled P&I Payments (other than Balloon Payments) and any Assumed P&I
Payments, in each case net of related Master Servicing Fees, Additional
Servicing Fees and/or Workout Fees, that (a) were due or deemed due, as the case
may be, in respect of the Mortgage Loans during the related Collection Period
and (b) were not paid by or on behalf of the respective Borrowers or otherwise
collected as of the close of business on the last day of the related Collection
Period. Notwithstanding the foregoing, if it is determined that an Appraisal
Reduction Amount (as defined below) exists with respect to any Required
Appraisal Loan (also as defined below), then the Master Servicer will reduce the
interest portion (but not the principal portion) of each P&I Advance that it
must make in respect of such Required Appraisal Loan during the period that such
Appraisal Reduction Amount exists. The interest portion of any P&I Advance
required to be made in respect of a Required Appraisal Loan as to which there
exists an Appraisal Reduction Amount, will equal the product of (i) the amount
of the interest portion of such P&I Advance that would otherwise be required to
be made for such Distribution Date without regard to this sentence and the prior
sentence, multiplied by (ii) a fraction, the numerator of which is equal to the
Stated Principal Balance of such Mortgage Loan, net of such Appraisal Reduction
Amount, and the denominator of which is equal to the Stated Principal Balance of
such Mortgage Loan. See "--Appraisal Reductions" below.
If the Master Servicer fails to make a required P&I Advance and the
Trustee is aware of such failure, then the Trustee will be obligated to make
such Advance. See "--The Trustee" below.
The Master Servicer and the Trustee will each be entitled to recover
any P&I Advance made by it (out of its own funds) from Related Proceeds. NEITHER
THE MASTER SERVICER NOR THE TRUSTEE WILL BE OBLIGATED TO MAKE ANY P&I ADVANCE
THAT, IN ITS REASONABLE, GOOD FAITH JUDGMENT, WOULD NOT ULTIMATELY BE
RECOVERABLE OUT OF RELATED PROCEEDS (ANY P&I ADVANCE NOT SO RECOVERABLE, A
"NONRECOVERABLE P&I ADVANCE"). IF THE MASTER SERVICER OR THE TRUSTEE MAKES ANY
P&I ADVANCE THAT IT SUBSEQUENTLY DETERMINES, IN ITS REASONABLE, GOOD FAITH
JUDGMENT, IS A NONRECOVERABLE P&I ADVANCE, IT MAY OBTAIN REIMBURSEMENT FOR SUCH
P&I ADVANCE (TOGETHER WITH INTEREST
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ACCRUED THEREON AS DESCRIBED BELOW) OUT OF GENERAL COLLECTIONS ON THE MORTGAGE
LOANS AND ANY REO PROPERTIES ON DEPOSIT IN THE CERTIFICATE ACCOUNT FROM TIME TO
TIME. SEE "DESCRIPTION OF THE CERTIFICATES--ADVANCES IN RESPECT OF
DELINQUENCIES" AND "DESCRIPTION OF THE POOLING AGREEMENTS--CERTIFICATE ACCOUNT"
IN THE PROSPECTUS.
The Master Servicer and the Trustee will each be entitled to receive
interest on P&I Advances made thereby. Such interest will accrue on the amount
of each P&I Advance, and compound monthly, for so long as such P&I Advance is
outstanding at a rate per annum equal to the "prime rate" as published in the
"Money Rates" section of The Wall Street Journal, as such "prime rate" may
change from time to time. Interest so accrued with respect to any P&I Advance
will be payable--
o first, out of Default Interest and late payment charges
collected on the related Mortgage Loan, and
o then, if and to the extent that (i) if such P&I Advance has
been or is being reimbursed and (ii) the Default Interest and
late charges collected on the related Mortgage Loan while such
Servicing Advance was outstanding were insufficient to cover
such Advance Interest, out of any amounts then on deposit in
the Certificate Account.
Any delay between a Sub-Servicer's receipt of a late collection of a
Scheduled P&I Payment as to which a P&I Advance was made and the forwarding of
such late collection to the Master Servicer will increase the amount of interest
accrued and payable to the Master Servicer or the Trustee, as the case may be,
on such P&I Advance. To the extent not offset by Default Interest and/or late
payment charges accrued and actually collected, interest accrued on outstanding
P&I Advances will result in a reduction in amounts payable on the Certificates.
An "Assumed P&I Payment" is an amount deemed due in respect of:
o each Mortgage Loan that is delinquent in respect of its
Balloon Payment beyond the first Determination Date that
follows its most recent maturity date and as to which no
arrangements have been agreed to for collection of the
delinquent amounts, including an extension of maturity; and
o each Mortgage Loan as to which the related Mortgaged Property
has become an REO Property.
The Assumed P&I Payment deemed due on any such Mortgage Loan that is delinquent
as to its Balloon Payment, for its maturity date and for each successive Due
Date that it remains outstanding, will equal the Scheduled P&I Payment that
would have been due on the Mortgage Loan on such date if the related Balloon
Payment had not come due (but instead the Mortgage Loan had continued to
amortize and accrue interest in accordance with its terms in effect prior to
such maturity date). The Assumed P&I Payment deemed due on any such Mortgage
Loan as to which the related Mortgaged Property has become an REO Property, for
each Due Date that such REO Property remains part of the Trust Fund, will equal
the Scheduled P&I Payment (or, in the case of a Mortgage Loan delinquent in
respect of its Balloon Payment, the Assumed P&I Payment) due (or deemed due) on
the last Due Date prior to the acquisition of such REO Property. Assumed P&I
Payments for ARD Loans do not include Additional Interest or Accelerated
Amortization Payments.
APPRAISAL REDUCTIONS
Promptly following the occurrence of any of the following events (each,
an "Appraisal Trigger Event") with respect to any Mortgage Loan (upon the
occurrence of any such event, a "Required Appraisal Loan"), the Special Servicer
must obtain (and deliver to the Trustee and Master Servicer a copy of) an
appraisal of the related Mortgaged Property from an independent appraiser (or,
in the case of a Mortgage Loan with a Stated Principal Balance of $1,000,000 or
less, an internal valuation prepared by the Special Servicer) meeting certain
specified qualifications (any such appraisal, a "Required Appraisal"), unless
such an appraisal had previously been obtained within the prior twelve months--
o Such Mortgage Loan becomes a Modified Mortgage Loan (as
defined below).
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o The related Borrower fails to make any Scheduled P&I Payment
with respect to such Mortgage Loan and the failure continues
for 60 days.
o A receiver is appointed and continues in such capacity in
respect of the Mortgaged Property securing such Mortgage Loan.
o The related Borrower becomes the subject of bankruptcy,
insolvency or similar proceedings.
o The Mortgaged Property securing such Mortgage Loan becomes an
REO Property.
As a result of any such appraisal, it may be determined that an
Appraisal Reduction Amount exists with respect to the related Required Appraisal
Loan. The "Appraisal Reduction Amount" for any Required Appraisal Loan will, in
general, be an amount (determined as of the Determination Date immediately
succeeding the later of the date on which the relevant appraisal is or was
obtained and the first relevant Appraisal Trigger Event occurred) equal to the
excess, if any, of "x" over "y" where--
o "x" is equal to the sum of:
(i) the Stated Principal Balance of such Required
Appraisal Loan;
(ii) to the extent not previously advanced by or on behalf
of the Master Servicer or the Trustee, all unpaid
interest (less related Servicing Fees and excluding
Default Interest and, in the case of an ARD Loan
after its Anticipated Repayment Date, Additional
Interest) accrued on the Required Appraisal Loan
through the most recent Due Date prior to such
Determination Date;
(iii) all accrued but unpaid Servicing Fees in respect of
such Required Appraisal Loan;
(iv) all related unreimbursed Advances made by or on
behalf of the Master Servicer, the Special Servicer
or the Trustee with respect to such Required
Appraisal Loan, together with interest thereon; and
(v) all currently due and unpaid real estate taxes and
assessments, insurance premiums and, if applicable,
ground rents in respect of the related Mortgaged
Property (net of any escrow payments or other
reserves held by the Master Servicer or the Special
Servicer to cover any such item); and
o "y" is equal to 90% of the resulting appraised value of the
related Mortgaged Property or REO Property (as such appraised
value may be reduced (to not less than zero) by the amount of
any obligations secured by any mortgage liens on such property
that are prior to the lien of the Required Appraisal Loan).
Appraisal Reduction Amounts are relevant to the determination of the
amount of any P&I Advance required to be made in respect of the related Required
Appraisal Loan. See "--P&I Advances" above.
If, however, any Required Appraisal is not obtained within 60 days of
an Appraisal Trigger Event (and no comparable appraisal had been obtained during
the twelve (12) month period prior to such Appraisal Trigger Event), then until
such Required Appraisal is obtained the "Appraisal Reduction Amount" for the
subject Required Appraisal Loan will be deemed to equal 25% of the Stated
Principal Balance of such Required Appraisal Loan. After receipt of such
Required Appraisal, the Appraisal Reduction Amount, if any, for such Required
Appraisal Loan will be calculated as described above.
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For so long as any Mortgage Loan remains a Required Appraisal Loan, the
Special Servicer is required, within 30 days of each annual anniversary of such
Mortgage Loan's becoming a Required Appraisal Loan, to order or conduct (and
deliver to the Trustee and the Master Servicer a copy of) an update of the prior
appraisal or internal valuation. Based upon such update, the Special Servicer is
to redetermine and report to the Trustee and the Master Servicer the new
Appraisal Reduction Amount, if any, with respect to such Mortgage Loan. A
Mortgage Loan will cease to be a Required Appraisal Loan if and when such
Mortgage Loan has become a Corrected Mortgage Loan and has remained current for
at least twelve consecutive Scheduled P&I Payments, and no other Servicing
Transfer Event has occurred during the preceding twelve months.
The cost of each Required Appraisal (and any update thereof) will be
advanced by the Master Servicer and will be reimbursable thereto as a Servicing
Advance.
At any time that an Appraisal Reduction Amount exists with respect to
any Required Appraisal Loan, the Controlling Class Representative will be
entitled, at its own expense, to obtain and deliver to the Master Servicer, the
Special Servicer and the Trustee an appraisal that satisfies the criteria for a
Required Appraisal. In addition, at any such time that is not less than six (6)
months following the initial establishment of such Appraisal Reduction Amount
(and on one occasion at least six (6) months after the first occasion), the
Holders of any then outstanding Class of Certificates that is subordinate to the
Controlling Class will be entitled to obtain and deliver to the Master Servicer,
the Special Servicer and the Trustee an appraisal that satisfies the criteria
for a Required Appraisal. Upon the written request of the Controlling Class
Representative or such Holders, the Special Servicer will be required to
recalculate the Appraisal Reduction Amount in respect of such Required Appraisal
Loan based on the appraisal delivered by such party and notify the Trustee, the
Master Servicer and the Controlling Class Representative of the recalculated
Appraisal Reduction Amount.
A "Modified Mortgage Loan" is any Mortgage Loan as to which any
Servicing Transfer Event has occurred and which has been modified by the Special
Servicer 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 Scheduled P&I 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) of the property to be released;
or
(C) in the reasonable, good faith 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.
REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION
Trustee Reports. Based solely on information provided in monthly
reports prepared by the Master Servicer and the Special Servicer and delivered
to the Trustee, the Trustee will prepare and provide or make available
electronically (or, upon request, by first class mail) on each Distribution Date
to each Certificateholder a statement (the "Trustee Report") substantially in
the form of, and containing the information set forth in, Exhibit B to this
Prospectus Supplement, detailing the distributions on such Distribution Date and
the performance, both in the aggregate and individually to the extent available,
of the Mortgage Loans and Mortgaged Properties.
Book-Entry Certificates. Even if you hold your Certificates in
book-entry form through DTC, you may obtain direct access to Trustee Reports as
if you were a Certificateholder, provided that you deliver a written
certification to the Trustee confirming your beneficial ownership in the Offered
Certificates. Otherwise, until such time as Definitive Certificates are issued
in respect of your Certificates, the information contained in the Trustee
Reports will be available to you only to the extent that it is made available
through DTC and the DTC Participants or is available on the Trustee's Internet
Web Site. Conveyance of notices and other communications by DTC to the DTC
Participants, and by the DTC
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Participants to beneficial owners of the Offered Certificates, will be governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time. The Master Servicer, the Special
Servicer, the Trustee, the Depositor, the REMIC Administrator and the
Certificate Registrar are required to recognize as Certificateholders only those
persons in whose names the Certificates are registered on the books and records
of the Certificate Registrar.
Information Available Electronically. The Trustee will make available
each month, to any interested party, the Trustee Report (and, at its option, any
additional files containing substantially similar information in an alternative
format) via the Trustee's Internet Website, electronic bulletin board and
fax-on-demand service. In addition, the Trustee will also make certain Mortgage
Loan information as presented in the CSSA loan setup file and CSSA loan periodic
update file formats available to any Holder or beneficial owner of a Certificate
held in book-entry form, via the Trustee's Internet Website. The Trustee's
Internet Website will initially be located at "www.ctslink.com/cmbs". "CSSA"
refers to the Commercial Real Estate Secondary Market and Securitization
Association.
The Trustee's electronic bulletin board may be accessed by calling
(301) 815-6620, and its fax-on-demand service may be accessed by calling (301)
815-6610. For assistance with regard to the above-mentioned services, investors
may call (301) 815-6600.
The Trustee will make no representations or warranties as to the
accuracy or completeness of such documents and will assume no responsibility
therefor. In addition, the Trustee may disclaim responsibility for any
information made available by the Trustee for which it is not the original
source.
In connection with providing access to the Trustee's electronic
bulletin board and Trustee's Internet Website, the Trustee may require
registration and the acceptance of a disclaimer. The Trustee shall not be liable
for the dissemination of information made in accordance with the Pooling
Agreement.
Other Information. The Pooling Agreement will obligate the Trustee to
make available at its offices, during normal business hours, upon reasonable
advance written notice, for review by any Holder or beneficial owner of an
Offered Certificate or any person identified to the Trustee by any such Holder
or beneficial owner as a prospective transferee of an Offered Certificate or any
interest therein, subject to the discussion in the following paragraph,
originals or copies of, among other things, the following items:
o the Pooling Agreement and any amendments thereto;
o all Trustee Reports delivered to Certificateholders since the
Closing Date;
o all officer's certificates delivered to the Trustee by the
Master Servicer and/or the Special Servicer since the Closing
Date as described under "Servicing of the Mortgage
Loans--Evidence as to Compliance" in this Prospectus
Supplement;
o all accountant's reports delivered to the Trustee in respect
of the Master Servicer and/or the Special Servicer since the
Closing Date as described under "Servicing of the Mortgage
Loans--Evidence as to Compliance" in this Prospectus
Supplement;
o the most recent inspection report in respect of each Mortgaged
Property prepared by the Master Servicer or the Special
Servicer and delivered to the Trustee as described under
"Servicing of the Mortgage Loans--Inspections; Collection of
Operating Information" in this Prospectus Supplement;
o the most recent appraisal, if any, with respect to each
Mortgaged Property obtained by the Master Servicer or the
Special Servicer and delivered to the Trustee (see
"--Appraisal Reductions" above);
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o the most recent quarterly and annual operating statement and
rent roll for each Mortgaged Property and financial statements
of the related Borrower collected by the Master Servicer or
the Special Servicer and delivered to the Trustee as described
under "Servicing of the Mortgage Loans--Inspections;
Collection of Operating Information" in this Prospectus
Supplement; and
o the Mortgage Files, including all documents (e.g.,
modifications, waivers and amendments of the Mortgage Loans)
that are to be added thereto from time to time.
Copies of any and all of the foregoing items will be available from the Trustee
upon request. However, the Trustee will be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing such copies.
In connection with providing access to or copies of the items described
above, the Trustee may require:
o in the case of a beneficial owner of a Certificate held in
book-entry form, a written confirmation executed by the
requesting person or entity, in a form reasonably acceptable
to the Trustee, generally to the effect that such person or
entity is a beneficial owner of Offered Certificates and will
keep such information confidential; and
o in the case of a prospective purchaser of Certificates or
interests therein, confirmation executed by the requesting
person or entity, in a form reasonably acceptable to the
Trustee, generally to the effect that such person or entity is
a prospective purchaser of Certificates or an interest
therein, is requesting the information for use in evaluating a
possible investment in such Certificates and will otherwise
keep such information confidential.
Certificateholders, by the acceptance of their Certificates, will be deemed to
have agreed to keep such information confidential. Notwithstanding the
foregoing, however, no Holder, beneficial owner or prospective transferee of any
Certificate or interest therein will be required to keep confidential any
information that has previously been filed with the SEC, and the Trustee will
not be required to obtain either of the confirmations referred to in the second
preceding sentence in connection with providing any information that has
previously been filed with the SEC.
VOTING RIGHTS
At all times during the term of the Pooling Agreement, 99% of the
voting rights for the series offered by this Prospectus Supplement (the "Voting
Rights") will be allocated among the respective Classes of Principal Balance
Certificates in proportion to the Class Principal Balances thereof. 1% of such
Voting Rights will be allocated to the Class S Certificates. Voting Rights
allocated to a Class of Certificates will be allocated among such Certificates
in proportion to the percentage interests in such Class evidenced thereby.
TERMINATION
The obligations created by the Pooling Agreement will terminate
following the earliest of
(i) the final payment (or advance in respect thereof) or other
liquidation of the last Mortgage Loan or related REO Property
remaining in the Trust Fund, and
(ii) the purchase of all of the Mortgage Loans and REO Properties
remaining in the Trust Fund by the Master Servicer, the
Special Servicer or any single Holder or group of Holders of
Certificates representing a majority interest in the
Controlling Class (in that order of preference).
Written notice of termination of the Pooling Agreement will be given to
each Certificateholder, and the final distribution with respect to each
Certificate will be made only upon surrender and cancellation of such
Certificate at the office of the Certificate Registrar or at such other location
specified in such notice of termination.
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Any such purchase by the Master Servicer, the Special Servicer or any
majority Holder or Holders of the Controlling Class of all the Mortgage Loans
and REO Properties remaining in the Trust Fund is required to be made at a price
(the "Termination Price") equal to (a) the sum of (i) the aggregate Purchase
Price of all the Mortgage Loans then included in the Trust Fund (other than any
Mortgage Loans as to which the related Mortgaged Properties have become REO
Properties) and (ii) the appraised value of all REO Properties then included in
the Trust Fund, as determined by an appraiser mutually agreed upon by the Master
Servicer and the Trustee, minus (b) (solely in the case of a purchase by the
Master Servicer or the Special Servicer) the aggregate of all amounts payable or
reimbursable to the purchaser under the Pooling Agreement. Such purchase will
effect early retirement of the then outstanding Certificates, but the right of
the Master Servicer, the Special Servicer or any majority Holder or Holders of
the Controlling Class to effect such termination is subject to the requirement
that the then aggregate Stated Principal Balance of the Mortgage Pool be less
than 1.0% of the Initial Pool Balance. The Termination Price (exclusive of any
portion thereof payable or reimbursable to any person other than the
Certificateholders) will constitute part of the Available Distribution Amount
for the final Distribution Date. Any person or entity effecting such purchase
will be responsible for reimbursing the parties to the Pooling Agreement (other
than itself, if applicable) for all reasonable out-of-pocket costs and expenses
incurred by such parties in connection with such purchase.
THE TRUSTEE
Norwest Bank Minnesota, National Association ("Norwest Bank") will act
as Trustee pursuant to the Pooling Agreement. Norwest Bank, a direct, wholly
owned subsidiary of Wells Fargo & Company, is a national banking association
originally chartered in 1872 and is engaged in a wide range of activities
typical of a national bank. Norwest Bank maintains an office at Norwest Center,
Sixth and Marquette, Minneapolis, Minnesota 55479-0113. Certificate transfer
services are conducted at Norwest Bank's offices in Minneapolis. Norwest Bank
otherwise conducts its trustee and securities administration services at its
offices in Columbia, Maryland. Its address there is 11000 Broken Land Parkway,
Columbia, Maryland 21044-3562. In addition, Norwest Bank maintains a trust
office in New York City located at 3 New York Plaza, New York, New York 10004.
Certificateholders and other interested parties should direct their inquiries to
the New York City office. The telephone number is (212) 515-5240.
The Trustee is at all times required to be a corporation, bank, trust
company or association organized and doing business under the laws of the United
States of America or any State thereof or the District of Columbia, authorized
under such laws to exercise trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by federal or
state authority. If such corporation, bank, trust company or 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 the foregoing, the combined capital and surplus of such corporation,
bank, trust company or association will be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
The Depositor, the Master Servicer, the Special Servicer and their
respective affiliates may from time to time enter into normal banking and
trustee relationships with the Trustee and its affiliates. The Trustee and any
of its respective affiliates may hold Certificates in their own names. In
addition, for purposes of meeting the legal requirements of certain local
jurisdictions, the Master Servicer and the Trustee acting jointly will have the
power to appoint a co-trustee or separate trustee of all or any part of the
Trust Fund. All rights, powers, duties and obligations conferred or imposed upon
the Trustee will be conferred or imposed upon the Trustee and such separate
trustee or co-trustee jointly (or, in any jurisdiction in which the Trustee
shall be incompetent or unqualified to perform certain acts, singly upon such
separate trustee or co-trustee who shall exercise and perform such rights,
powers, duties and obligations solely at the direction of the Trustee).
The Trustee will be entitled to a monthly fee (the "Trustee Fee") for
its services, which fee will accrue (on a 30/360 Basis) at 0.0012% per annum on
the Stated Principal Balance outstanding from time to time of each and every
Mortgage Loan. The Trustee Fee is payable out of general collections on the
Mortgage Loans and any REO Properties.
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For so long as the same entity acts as Trustee and REMIC Administrator,
such entity will be entitled, in its capacity as REMIC Administrator, to the
same limitations on liability and rights to reimbursement and indemnification as
it has in its capacity as Trustee.
See also "Description of the Pooling Agreements--the Trustee",
"--Duties of the Trustee", "--Certain Matters Regarding the Trustee" and
"--Resignation and Removal of the Trustee" in the Prospectus.
YIELD AND MATURITY CONSIDERATIONS
YIELD CONSIDERATIONS
General. The yield on any Offered Certificate will depend on (a) the
price at which such Certificate is purchased by an investor and (b) the rate,
timing and amount of distributions on such Certificate. The rate, timing and
amount of distributions on any Offered Certificate will in turn depend on, among
other things,
(i) the Pass-Through Rate for such Certificate,
(ii) the rate and timing of principal payments (including principal
prepayments) and other principal collections on the Mortgage
Loans and the extent to which such amounts are to be applied
or otherwise result in reduction of the Certificate Principal
Balance or Certificate Notional Amount of such Certificate,
(iii) the rate, timing and severity of Realized Losses and
Additional Trust Fund Expenses and the extent to which such
losses and shortfalls result in the reduction of the
Certificate Principal Balance or Certificate Notional Amount
of such Certificate, and
(iv) the timing and severity of any Net Aggregate Prepayment
Interest Shortfalls and the extent to which such shortfalls
result in the reduction of the Distributable Certificate
Interest payable on such Certificate.
Pass-Through Rates. The Pass-Through Rate applicable to the Class S
Certificates will be variable and will equal the weighted average of the Class S
Strip Rates at which interest accrues on the respective Components of the
related Class Notional Amount from time to time. Each such strip rate (as well
as the Pass-Through Rates for the Class S, Class A-1B, Class A-2, Class A-3,
Class A-4, Class B-1 and Class B-2 Certificates) will, in turn, be calculated
based on or be limited by the Weighted Average Mortgage Pass-Through Rate from
time to time. Accordingly, the yields on the Class S, Class A-1B, Class A-2,
Class A-3, Class A-4, Class B-1 and Class B-2 Certificates will be sensitive in
varying degrees to changes in the relative composition of the Mortgage Pool as a
result of scheduled amortization, voluntary prepayments and liquidations of
Mortgage Loans following default. In addition, the Pass-Through Rate for the
Class S Certificates will vary with changes in the relative sizes of the Class
Principal Balances of the respective Classes of Principal Balance Certificates.
See "Description of the Offered Certificates--Distributions--Calculation of
Pass-Through Rates" and "Description of the Mortgage Pool" in this Prospectus
Supplement and "--Rate and Timing of Principal Payments" below.
Rate and Timing of Principal Payments. The yield to maturity on the
Class S Certificates will be extremely sensitive to, and the yield to maturity
on other Offered Certificates purchased at a discount or premium will be
affected by, the rate and timing of principal payments made in reduction of the
Certificate Principal Balances or Certificate Notional Amounts of such
Certificates. In turn, the rate and timing of principal payments that are
distributed or otherwise result in reduction of the Class Principal Balance or
Class Notional Amount, as the case may be, of each Class of Offered Certificates
will be directly related to the rate and timing of principal payments on or in
respect of the Mortgage Loans. Finally, the rate and timing of principal
payments on or in respect of the Mortgage Loans will be affected by the
amortization schedules thereof, the dates on which Balloon Payments are due and
the rate and timing of principal prepayments and other unscheduled collections
thereon (including for this purpose, collections made in connection with
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liquidations of Mortgage Loans due to defaults, casualties or condemnations
affecting the Mortgaged Properties, or purchases or other removals of Mortgage
Loans out of the Trust Fund). Prepayments and, assuming the respective maturity
dates therefor have not occurred, liquidations of the Mortgage Loans will result
in distributions on the Principal Balance Certificates of amounts that would
otherwise be distributed over the remaining terms of the Mortgage Loans and will
tend to shorten the weighted average lives of those Certificates. Defaults on
the Mortgage Loans, particularly at or near their maturity dates, may result in
significant delays in payments of principal on the Mortgage Loans (and,
accordingly, on the Principal Balance Certificates) while work-outs are
negotiated or foreclosures are completed, and such delays will tend to lengthen
the weighted average lives of those Certificates. See "Servicing of The Mortgage
Loans--Modifications, Waivers, Amendment and Consent" in this Prospectus
Supplement. Furthermore, the ability of a Borrower under an ARD Loan to repay
its Mortgage Loan on the related Anticipated Repayment Date will generally
depend on its ability to either refinance the Mortgage Loan or sell the related
Mortgaged Property. In addition, such Borrower may have little incentive to
repay its Mortgage Loan on the related Anticipated Repayment Date if then
prevailing interest rates are relatively high. Accordingly, there can be no
assurance that any ARD Loan will be paid in full as of its Anticipated Repayment
Date.
The extent to which the yield to maturity on any Certificate may vary
from the anticipated yield will depend upon the degree to which such Certificate
is purchased at a discount or premium and when, and to what degree, payments of
principal on the Mortgage Loans are in turn distributed or otherwise result in a
reduction of the Certificate Principal Balance or Certificate Notional Amount of
such Certificate. If you purchase your Offered Certificates at a discount, you
should consider the risk that a slower than anticipated rate of principal
payments on the Mortgage Loans could result in an actual yield to you that is
lower than your anticipated yield. If you purchase Class S Certificates or if
you purchase any other Offered Certificates at a premium, you should consider
the risk that a faster than anticipated rate of principal payments on the
Mortgage Loans could result in an actual yield to you that is lower than your
anticipated yield.
In general, assuming you purchased your Certificates at a discount or a
premium, the earlier a payment of principal on or in respect of the Mortgage
Loans is distributed or otherwise results in reduction of the Certificate
Principal Balance or Certificate Notional Amount of your Certificates, the
greater will be the effect on your yield to maturity. As a result, the effect on
your yield of principal payments occurring at a rate higher (or lower) than you
anticipated during any particular period may not be fully offset by a subsequent
like reduction (or increase) in the rate of principal payments.
If you are contemplating an investment in the Class S Certificates, you
should fully consider the risk that an extremely rapid rate of principal
payments on the Mortgage Loans could result in your failure to recoup fully your
initial investment.
Because the rate of principal payments on or in respect of the Mortgage
Loans will depend on future events and a variety of factors (as described more
fully below), no assurance can be given as to such rate or the rate of principal
prepayments in particular. The Depositor is not aware of any relevant publicly
available or authoritative statistics with respect to the historical prepayment
experience of a large group of mortgage loans comparable to the Mortgage Loans.
Even if they are available and distributable on your Certificates,
Prepayment Premiums and Yield Maintenance Charges may not be sufficient to
offset fully any loss in yield on your Certificates attributable to the related
prepayments of the Mortgage Loans.
Delinquencies and Defaults on the Mortgage Loans. The rate and timing
of delinquencies and defaults on the Mortgage Loans will affect the amount of
distributions on your Certificates, the yield to maturity of your Certificates,
the rate of principal payments on your Certificates and the weighted average
life of your Certificates. Delinquencies on the Mortgage Loans, unless covered
by P&I Advances, may result in shortfalls in distributions of interest and/or
principal on your Certificates for the current month. Although any such
shortfalls may be made up on future Distribution Dates, no interest would accrue
on any such shortfalls. Thus, any such shortfalls would adversely affect the
yield to maturity of your Certificates.
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If you calculate the anticipated yield to maturity for your
Certificates based on an assumed rate of default and amount of losses on the
Mortgage Loans that is lower than the default rate and amount of losses actually
experienced and such additional losses result in a reduction of the aggregate
distributions on or the aggregate Certificate Principal Balance or Certificate
Notional Amount of your Certificates, your actual yield to maturity will be
lower than you calculated and could, under certain scenarios, be negative. The
timing of any loss on a liquidated Mortgage Loan that results in a reduction of
the aggregate distributions on or the aggregate Certificate Principal Balance or
Certificate Notional Amount of your Certificates will also affect your actual
yield to maturity, even if the rate of defaults and severity of losses are
consistent with your expectations. In general, the earlier your loss occurs, the
greater the effect on your yield to maturity.
Even if losses on the Mortgage Loans do not result in a reduction of
the aggregate distributions on or the aggregate Certificate Principal Balance or
Certificate Notional Amount of your Certificates, such losses may still affect
the timing of distributions on (and, accordingly, the weighted average life and
yield to maturity of) your Certificates.
Certain Relevant Factors. The following factors, among others, will
affect the rate and timing of principal payments and defaults and the severity
of losses on or in respect of the Mortgage Loans:
o prevailing interest rates;
o the terms of the Mortgage Loans (for example, provisions
requiring the payment of Prepayment Premiums and Yield
Maintenance Charges, provisions requiring Lock-out Periods and
amortization terms that require Balloon Payments);
o the demographics and relative economic vitality of the areas
in which the Mortgaged Properties are located;
o the general supply and demand for commercial and multifamily
rental space of the type available at the Mortgaged Properties
in the areas in which the Mortgaged Properties are located;
o the quality of management of the Mortgaged Properties;
o the servicing of the Mortgage Loans;
o possible changes in tax laws; and
o other opportunities for investment.
See "Risk Factors--Risks Related to the Mortgage Loans", "Description
of the Mortgage Pool" and "Servicing of the Mortgage Loans" in this Prospectus
Supplement and "Description of the Pooling Agreements" and "Yield and Maturity
Considerations--Yield and Prepayment Considerations" in the Prospectus.
The rate of prepayment on the Mortgage Loans is likely to be affected
by prevailing market interest rates for mortgage loans of a comparable type,
term and risk level. When the prevailing market interest rate is below the
Mortgage Rate (or, in the case of an ARD Loan after its Anticipated Repayment
Date, the Revised Rate) at which a Mortgage Loan accrues interest, a Borrower
may have an increased incentive to refinance such Mortgage Loan. Conversely, to
the extent prevailing market interest rates exceed the applicable Mortgage Rate
(or, in the case of an ARD Loan after its Anticipated Repayment Date, the
Revised Rate) for any Mortgage Loan, such Mortgage Loan may be less likely to
prepay (other than, in the case of an ARD Loan, out of certain net cash flow
from the related Mortgaged Property). Assuming prevailing market interest rates
exceed the related Revised Rate, the primary incentive to prepay an ARD Loan on
or before its Anticipated Repayment Date is to give the Borrower access to
excess cash flow, all of which (net of the minimum required debt service,
approved property expenses and any required reserves) must be applied to pay
down principal of the Mortgage Loan. Accordingly, there can be no assurance that
any ARD Loan will be prepaid on or before its Anticipated Repayment Date or on
any other date prior to maturity.
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Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some Borrowers may sell
Mortgaged Properties in order to realize their equity therein, to meet cash flow
needs or to make other investments. In addition, some mortgagors may be
motivated by federal and state tax laws (which are subject to change) to sell
Mortgaged Properties prior to the exhaustion of tax depreciation benefits.
A number of the Borrowers are limited or general partnerships. Under
certain circumstances, the bankruptcy of the general partner in a partnership
may result in the dissolution of such partnership. The dissolution of a Borrower
partnership, the winding-up of its affairs and the distribution of its assets
could result in an acceleration of its payment obligations under the related
Mortgage Loan.
The Depositor makes no representation or warranty as to the particular
factors that will affect the rate and timing of prepayments and defaults on the
Mortgage Loans, as to the relative importance of such factors, as to the
percentage of the aggregate principal balance of the Mortgage Loans that will be
prepaid or as to which a default will have occurred as of any date or as to the
overall rate of prepayment or default on the Mortgage Loans.
CPR Model. Prepayments on mortgage loans are commonly measured relative
to a prepayment standard or model. The prepayment model used in this Prospectus
Supplement is the "constant prepayment rate" ("CPR") model, which represents an
assumed constant rate of prepayment each month (which is quoted on a per annum
basis) relative to the then outstanding principal balance of a pool of mortgage
loans for the life of such mortgage loans. The CPR model does not purport to be
either an historical description of the prepayment experience of any pool of
mortgage loans or a prediction of the anticipated rate of prepayment of any pool
of mortgage loans, including the Mortgage Pool. The Depositor does not make any
representations about the appropriateness of the CPR model.
Unpaid Distributable Certificate Interest. If the portion of the
Available Distribution Amount distributable in respect of interest on any Class
of Offered Certificates on any Distribution Date is less than the Distributable
Certificate Interest then payable for such Class, the shortfall will be
distributable to Holders of such Class of Certificates on subsequent
Distribution Dates, to the extent of available funds. Any such shortfall will
not bear interest, however, and will therefore negatively affect the yield to
maturity of such Class of Certificates for so long as it is outstanding.
WEIGHTED AVERAGE LIVES OF CERTAIN CLASSES OF OFFERED CERTIFICATES
Subject to the following discussion and the Maturity Assumptions
specified below, the tables set forth on Exhibit C to this Prospectus Supplement
indicate the respective weighted average lives of the Class A-1A, Class A- 1B,
Class A-2, Class A-3, Class A-4, Class B-1 and Class B-2 Certificates, and set
forth the percentages of the respective initial Class Principal Balances of such
Classes of Offered Certificates that would be outstanding after the Distribution
Dates in each of the calendar months shown.
For purposes in this Prospectus Supplement, weighted average life
refers to the average amount of time that will elapse from the date of issuance
of a security until each dollar of principal of such security will be repaid to
the investor (assuming no losses). For purposes of this "Yield and Maturity
Considerations" section and Exhibit C to this Prospectus Supplement, the
weighted average life of a Principal Balance Certificate (such as a Class A-1A,
Class A-1B, Class A-2, Class A-3, Class A-4, Class B-1 or Class B-2 Certificate)
is determined by (i) multiplying the amount of each principal distribution
thereon by the number of years from the Assumed Settlement Date (as defined
under "--The Maturity Assumptions" below) to the related Distribution Date, (ii)
summing the results and (iii) dividing the sum by the aggregate amount of the
reductions in the Certificate Principal Balance of such Principal Balance
Certificate. The weighted average life of any Principal Balance Certificate will
be influenced by, among other things, the rate at which principal of the
Mortgage Loans is paid, which may be in the form of scheduled amortization,
Balloon Payments, prepayments or liquidations with respect to the Mortgage Loans
as described in this Prospectus Supplement. The weighted average life of any
Principal Balance Certificate may also be affected to the extent that additional
distributions in reduction of the Certificate Principal Balance of such
Certificate occur as a result of the purchase of a Mortgage Loan from the Trust
or
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the optional termination of the Trust as described under "Description of the
Offered Certificates--Termination" in this Prospectus Supplement. Such a
purchase from the Trust will have the same effect on distributions to the
Certificateholders as if the related Mortgage Loan(s) had prepaid in full,
except that no Prepayment Premiums or Yield Maintenance Charges are collectible
in respect thereof.
THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS WILL
DIFFER FROM THE MATURITY ASSUMPTIONS USED IN CALCULATING THE TABLES SET FORTH ON
EXHIBIT C TO THIS PROSPECTUS SUPPLEMENT, WHICH ARE HYPOTHETICAL IN NATURE AND
ARE PROVIDED ONLY TO GIVE A GENERAL SENSE OF HOW THE PRINCIPAL CASH FLOWS MIGHT
BEHAVE UNDER THE ASSUMED PREPAYMENT AND LOSS SCENARIOS. ANY DIFFERENCE BETWEEN
SUCH ASSUMPTIONS AND THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS, OR ACTUAL PREPAYMENT OR LOSS EXPERIENCE, WILL AFFECT THE PERCENTAGES OF
INITIAL CLASS PRINCIPAL BALANCES OUTSTANDING OVER TIME AND THE WEIGHTED AVERAGE
LIVES OF THE RESPECTIVE CLASSES OF PRINCIPAL BALANCE CERTIFICATES. YOU MUST MAKE
YOUR OWN DECISIONS AS TO THE APPROPRIATE PREPAYMENT, LIQUIDATION AND LOSS
ASSUMPTIONS TO BE USED IN DECIDING WHETHER TO PURCHASE ANY OFFERED CERTIFICATE.
THE MATURITY ASSUMPTIONS
The tables set forth on Exhibits C and D to this Prospectus Supplement
have been prepared on the basis of the following assumptions (the "Maturity
Assumptions") regarding the characteristics of the Certificates and the Mortgage
Loans and the performance thereof:
o as of the date of issuance of the Certificates, the Mortgage
Loans have the terms identified in the table titled
"Characteristics of the Mortgage Loans" in Exhibit A-1 to this
Prospectus Supplement;
o each ARD Loan is paid in full on its Anticipated Repayment
Date, no Mortgage Loan is prepaid or partially prepaid during
its Lock-out Period, during any Prepayment Consideration
Period during which a Yield Maintenance Charge is required or
during any period that defeasance thereof may be required and,
otherwise, each Mortgage Loan is assumed to prepay at the
specified CPR;
o no Mortgage Loan is repurchased or replaced as a result of a
Material Breach of a representation or warranty, and none of
the Master Servicer, the Special Servicer or any single Holder
or group of Holders of Certificates evidencing a majority
interest in the Controlling Class exercises its option to
purchase the Mortgage Loans and thereby cause a termination of
the Trust;
o there are no delinquencies or Realized Losses on the Mortgage
Loans, and there is no extension of the maturity date of any
Mortgage Loan;
o payments on the Certificates will be made on the 10th day of
each month, commencing in July 1999;
o payments on the Mortgage Loans earn no reinvestment return;
o there are no additional ongoing Trust expenses payable out of
the Trust Fund other than the Master Servicing Fee, the
Additional Servicing Fee and the Trustee Fee, and there are no
Additional Trust Fund Expenses;
o the respective Classes of REMIC Regular Certificates will, in
each such case, be issued with the initial Class Principal
Balance or Class Notional Amount set forth in this Prospectus
Supplement;
o the Pass-Through Rates for the respective Classes of REMIC
Regular Certificates will be as set forth or described in this
Prospectus Supplement; and
o the Certificates will be settled with investors on June 29,
1999 (the "Assumed Settlement Date").
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YIELD SENSITIVITY OF THE CLASS S CERTIFICATES
The yield to investors on the Class S Certificates will be highly
sensitive to the rate and timing of principal payments (including prepayments)
on the Mortgage Loans. If you are contemplating an investment in the Class S
Certificates, you should fully consider the associated risks, including the risk
that an extremely rapid rate of prepayment and/or liquidation of the Mortgage
Loans could result in your the failure to recoup fully your initial investment.
The tables set forth on Exhibit D to this Prospectus Supplement show
pre-tax corporate bond equivalent ("CBE") yields for the Class S Certificates
based on the Maturity Assumptions and assuming the specified purchase prices and
the indicated prepayment scenarios. Assumed purchase prices are expressed in
32nds (e.g., 3-12 means 3 12/32%) as a percentage of the initial Class Notional
Amount of the Class S Certificates and are exclusive of accrued interest.
The yields set forth in the tables on Exhibit D to this Prospectus
Supplement were calculated by--
o determining the monthly discount rates that, when applied to
the assumed stream of cash flows to be paid on the Class S
Certificates, would cause the discounted present value of each
assumed stream of cash flows to equal (i) the assumed
aggregate purchase prices of such Class of Certificates, plus
(ii) accrued interest at the initial Pass-Through Rate for
such Class of Certificates from and including the Cut-off Date
to but excluding the Assumed Settlement Date, and
o converting such monthly rates to corporate bond equivalent
rates.
Such calculations do not take into account variations that may occur in the
interest rates at which investors may be able to reinvest funds received by them
as distributions on the Class S Certificates and consequently do not purport to
reflect the return on any investment on such Class of Certificates when such
reinvestment rates are considered.
THERE CAN BE NO ASSURANCE THAT--
o THE MORTGAGE LOANS WILL PREPAY IN ACCORDANCE WITH THE
ASSUMPTIONS USED IN PREPARING THE TABLES ON EXHIBIT D TO THIS
PROSPECTUS SUPPLEMENT,
o THE MORTGAGE LOANS WILL PREPAY AS ASSUMED AT ANY OF THE RATES
SHOWN IN SUCH TABLES,
o THE MORTGAGE LOANS WILL NOT EXPERIENCE LOSSES,
O MORTGAGE LOANS WILL NOT BE LIQUIDATED DURING ANY APPLICABLE
LOCK-OUT PERIOD OR DURING ANY OTHER PERIOD THAT PREPAYMENTS
ARE ASSUMED NOT TO OCCUR,
o THE ARD LOANS WILL BE PAID IN FULL ON THEIR RESPECTIVE
ANTICIPATED REPAYMENT DATES,
o THE CASH FLOWS ON THE CLASS S CERTIFICATES WILL CORRESPOND TO
THE CASH FLOWS SHOWN IN THIS PROSPECTUS SUPPLEMENT, OR
o THE AGGREGATE PURCHASE PRICE OF THE CLASS S CERTIFICATES WILL
BE AS ASSUMED.
IT IS UNLIKELY THAT THE MORTGAGE LOANS WILL PREPAY AS ASSUMED AT ANY OF THE
SPECIFIED PERCENTAGES OF CPR UNTIL MATURITY OR THAT ALL OF THE MORTGAGE LOANS
WILL SO PREPAY AT THE SAME RATE. ACTUAL YIELDS TO MATURITY FOR INVESTORS IN THE
CLASS S CERTIFICATES MAY BE MATERIALLY DIFFERENT THAN THOSE INDICATED ON EXHIBIT
D TO THIS PROSPECTUS SUPPLEMENT AND, UNDER CERTAIN CIRCUMSTANCES, COULD BE
NEGATIVE. TIMING OF CHANGES IN RATE OF PREPAYMENTS AND
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OTHER LIQUIDATIONS MAY SIGNIFICANTLY AFFECT THE ACTUAL YIELD TO MATURITY TO
INVESTORS, EVEN IF THE AVERAGE RATE OF PRINCIPAL PREPAYMENTS AND OTHER
LIQUIDATIONS IS CONSISTENT WITH THE EXPECTATIONS OF INVESTORS. YOU MUST MAKE
YOUR OWN DECISIONS AS TO THE APPROPRIATE PREPAYMENT, LIQUIDATION AND LOSS
ASSUMPTIONS TO BE USED IN DECIDING WHETHER TO PURCHASE ANY OFFERED CERTIFICATES.
USE OF PROCEEDS
Substantially all of the proceeds from the sale of the Offered
Certificates will be used by the Depositor to purchase the Mortgage Loans and to
pay certain expenses in connection with the issuance of the Certificates.
FEDERAL INCOME TAX CONSEQUENCES
GENERAL
Upon the issuance of the Certificates, Sidley & Austin, counsel to the
Depositor, will deliver its opinion generally to the effect that, assuming
compliance with the Pooling Agreement (and subject to certain other assumptions
set forth in such opinion), REMIC I, REMIC II and REMIC III will each qualify as
a REMIC under the Code. The assets of REMIC I will (except as described in the
next sentence) include the Mortgage Loans, any REO Properties acquired on behalf
of the Certificateholders, the Certificate Account and the Interest Reserve
Account, but will exclude any collections of Additional Interest on the ARD
Loans and will also exclude Additional Servicing Fees. Each of certain
individual Mortgage Loans may constitute the sole asset of a Loan REMIC and the
"regular interest" in each Loan REMIC (instead of the related Mortgage Loan)
will be an asset of REMIC I. For federal income tax purposes,
o the sole class of "residual interests" in each Loan REMIC
will remain uncertificated,
o the separate non-certificated regular interests in REMIC I
will be the "regular interests" in REMIC I and will constitute
the assets of REMIC II,
o the Class R-I Certificates will evidence the sole class of
"residual interests" in REMIC I,
o the separate non-certificated regular interests in REMIC II
will be the "regular interests" in REMIC II and will
constitute the assets of REMIC III,
o the Class R-II Certificates will evidence the sole class of
"residual interests" in REMIC II,
o the REMIC Regular Certificates will evidence the "regular
interests" in, and will generally be treated
as debt obligations of, REMIC III,
o the Class R-III Certificates will evidence the sole class of
"residual interests" in REMIC III, and
o the Class D Certificates will represent beneficial interests
in the portion of the Trust Fund consisting of any amounts
applied as Additional Interest on the ARD Loans, and such
portion will be divided into two parts, each of which will be
treated as a grantor trust for federal income tax purposes.
DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION
For federal income tax reporting purposes, it is anticipated that the
Class S and Class B-2 Certificates will be treated as having been issued with
original issue discount, the Class B-1 Certificates will be treated as having
been issued with a de minimis amount of original issue discount, and the other
Classes of Offered Certificates will be treated as not having been issued with
original issue discount. The prepayment assumption that will be used in
determining the rate of
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accrual of market discount and premium, if any, for federal income tax purposes
will be based on the assumption (the "Prepayment Assumption") that subsequent to
the date of any determination the ARD Loans will be paid in full on their
respective Anticipated Repayment Dates, no Mortgage Loan will otherwise be
prepaid prior to maturity and there will be no extension of maturity for any
Mortgage Loan. However, no representation is made as to the actual rate at which
the Mortgage Loans will prepay, if at all. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in the
Prospectus.
The Internal Revenue Service (the "IRS") has issued regulations (the
"OID Regulations") under Sections 1271 to 1275 of the Code generally addressing
the treatment of debt instruments issued with original issue discount. You
should be aware, however, that the OID Regulations and Section 1272(a)(6) of the
Code do not adequately address certain issues relevant to, or are not applicable
to, prepayable securities such as the Offered Certificates. It is recommended
that you consult with your own tax advisor concerning the tax treatment of your
Certificates.
If the method for computing original issue discount described in the
Prospectus results in a negative amount for any period with respect to any
Holder of Certificates, a possibility of particular relevance to a Holder of
Class S Certificates, the amount of original issue discount allocable to such
period would be zero and such Holder would be permitted to offset such negative
amount only against future original issue discount (if any) attributable to such
Certificates. Although the matter is not free from doubt, a Holder of a Class S
Certificate may be permitted to deduct a loss to the extent that his or her
respective remaining basis in such Certificate exceeds the maximum amount of
future payments to which such Holder is entitled, assuming no further
prepayments of the Mortgage Loans. Any such loss might be treated as a capital
loss.
The OID regulations provide in general that original issue discount
with respect to debt instruments issued in connection with the same or related
transactions are treated as a single debt instrument for purposes of computing
the accrual of original issue discount with respect to such debt instruments.
This aggregation rule ordinarily is only to be applied when debt instruments are
issued by a single issuer to a single holder. Although it is not clear that this
aggregation rule technically applies to REMIC regular interests or other
instruments subject to Section 1272(a)(6) of the Code, information reports or
returns sent to Certificateholders and the IRS with respect to the Class S
Certificates (which Certificates evidence the ownership of multiple regular
interests) will be based on such aggregate method of computing the yield on the
related regular interests. If you are contemplating the purchase of Class S
Certificates, it is recommended that you consult your own tax advisor about the
use of this methodology and the potential consequences of being required to
report original issue discount separately with respect to each of the regular
interests evidenced by the Class S Certificates.
Certain Classes of the Offered Certificates may be treated for federal
income tax purposes as having been issued at a premium. Whether any Holder of
such a Class of Certificates will be treated as holding a Certificate with
amortizable bond premium will depend on such Certificateholder's purchase price
and the distributions remaining to be made on such Certificate at the time of
its acquisition by such Certificateholder. If you acquire an interest in any
such Class of Certificates, you should consider consulting your own tax advisor
regarding the possibility of making an election to amortize such premium. See
"Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Regular
Certificates--Premium" in the Prospectus.
Prepayment Premiums and Yield Maintenance Charges actually collected on
the Mortgage Loans will be distributed on the Offered Certificates as and to the
extent described in this Prospectus Supplement. It is not entirely clear under
the Code when the amount of a Prepayment Premium or Yield Maintenance Charge
should be taxed to the Holder of a Class of Certificates entitled thereto. For
federal income tax reporting purposes, Prepayment Premiums or Yield Maintenance
Charges will be treated as income to the Holders of a Class of Certificates
entitled thereto only after the Master Servicer's actual receipt thereof. The
IRS may nevertheless seek to require that an assumed amount of Prepayment
Premiums and Yield Maintenance Charges be included in distributions projected to
be made on the Certificates and that taxable income be reported based on the
projected constant yield to maturity of the Certificates, including such
projected Prepayment Premiums and Yield Maintenance Charges prior to their
actual receipt. If such projected Prepayment
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Premiums and Yield Maintenance Charges were not actually received, presumably
the Holder of a Certificate would be allowed to claim a deduction or reduction
in gross income at the time such unpaid Prepayment Premiums and Yield
Maintenance Charges had been projected to be received. Moreover, it appears that
Prepayment Premiums and Yield Maintenance Charges are to be treated as ordinary
income rather than capital gain. The correct characterization of such income is
not entirely clear, however, and you should consider consulting your own tax
advisors concerning the treatment of Prepayment Premiums and Yield Maintenance
Charges.
CONSTRUCTIVE SALES OF CLASS S CERTIFICATES
The Taxpayer Relief Act of 1997 added a provision to the Code that
requires the recognition of gain upon the "constructive sale of an appreciated
financial position". A constructive sale of a financial position occurs if a
taxpayer enters into certain transactions or series of such transactions that
have the effect of substantially eliminating the taxpayer's risk of loss and
opportunity for gain with respect to the financial instrument. Debt instruments
that (i) entitle the Holder to a specified principal amount, (ii) pay interest
at a fixed or variable rate and (iii) are not convertible into the stock of the
issuer or a related party, cannot be the subject of a constructive sale for this
purpose. Accordingly, only Class S Certificates, which do not have Certificate
Principal Balances, could be subject to this provision and only if a Holder of a
Class S Certificate engages in a constructive sale transaction.
CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES
Generally, except to the extent noted below, the Offered Certificates
will be "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Code in the same proportion that the assets of the Trust would be so treated. In
addition, interest (including original issue discount, if any) on the Offered
Certificates will be interest described in Section 856(c)(3)(B) of the Code to
the extent that such Certificates are treated as "real estate assets" within the
meaning of Section 856(c)(5)(B) of the Code.
Most of the Mortgage Loans are not secured by real estate used for
residential or certain other purposes prescribed in Section 7701(a)(19)(C) of
the Code, and consequently the Offered Certificates will be treated as assets
qualifying under that section to only a limited extent. Accordingly, investment
in the Offered Certificates may not be suitable for thrift institutions seeking
to be treated as a "domestic building and loan association" under Section
7701(a)(19)(C) of the Code.
The Offered Certificates will be treated as "qualified mortgages" for
another REMIC under Section 860G(a)(3)(C) of the Code and "permitted assets" for
a "financial asset securitization investment trust" under Section 860L(c) of the
Code. To the extent that an Offered Certificate represents ownership of an
interest in any Mortgage Loan that is secured in part by the related Borrower's
interest in an account containing any holdback of loan proceeds, a portion of
such Certificate may not represent ownership of assets described in Section
7701(a)(19)(C) of the Code and "real estate assets" under Section 856(c)(5)(B)
of the Code, and the interest thereon may not constitute "interest on
obligations secured by mortgages on real property" within the meaning of Section
856(c)(3)(B) of the Code. See "Description of the Mortgage Pool" in this
Prospectus Supplement and "Federal Income Tax Consequences--REMICs--
Characterization of Investments in REMIC Certificates" in
the Prospectus.
POSSIBLE TAXES ON INCOME FROM FORECLOSURE PROPERTY AND OTHER TAXES
In general, the Special Servicer will be obligated to operate and
manage any Mortgaged Property acquired as REO Property in accordance with the
Servicing Standard. After the Special Servicer reviews the operation of such REO
Property and consults with the REMIC Administrator to determine the Trust's
federal income tax reporting position with respect to income it is anticipated
that the Trust would derive from such REO Property, the Special Servicer could
determine that it would not be commercially reasonable to manage and operate
such REO Property in a manner that would avoid the imposition of a tax on "net
income from foreclosure property" (generally, income not derived from renting or
selling real property) within the meaning of the REMIC Provisions or a tax on
"prohibited transactions" under Section 860F of the Code (either such tax
referred to in this Prospectus Supplement as an "REO Tax"). To the extent that
income the Trust receives from an REO Property is subject to a tax on "net
income from foreclosure property", such income would
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be subject to federal tax at the highest marginal corporate tax rate (currently
35%), and to the extent that income the Trust receives from an REO Property is
subject to a tax on "prohibited transactions", such income would be subject to
federal tax at a 100% rate. The determination as to whether income from an REO
Property would be subject to an REO Tax will depend on the specific facts and
circumstances relating to the management and operation of each REO Property.
Generally, income from an REO Property that is directly operated by the Special
Servicer would be apportioned and classified as "service" or "non-service"
income. The "service" portion of such income could be subject to federal tax
either at the highest marginal corporate tax rate or at the 100% rate on
"prohibited transactions", and the "non-service" portion of such income could be
subject to federal tax at the highest marginal corporate tax rate or, although
it appears unlikely, at the 100% rate applicable to "prohibited transactions".
These considerations will be of particular relevance with respect to any
Hospitality Property or any Mortgaged Property operated as a healthcare related
facility that becomes an REO Property. However, unless otherwise required by
expressly applicable authority, it is anticipated that the Trust will take the
position that no income from foreclosure property will be subject to the 100%
"prohibited transactions" tax. Any REO Tax imposed on the Trust's income from an
REO Property would reduce the amount available for distribution to
Certificateholders. The Special Servicer and the REMIC Administrator will each
be entitled, at the expense of the Trust, to consult with attorneys and tax
accountants in respect of the foregoing.
To the extent permitted by then applicable laws, any Prohibited
Transactions Tax (as defined in the Prospectus), Contributions Tax (also as
defined in the Prospectus) or tax on "net income from foreclosure property" that
may be imposed on any REMIC Pool will be borne by the REMIC Administrator, the
Trustee, the Master Servicer or the Special Servicer, in any case out of its own
funds, if (but only if)--
o such person has sufficient assets to do so, and
o such tax arises out of a breach of such person's obligations
under certain specified sections of the Pooling Agreement.
Any such tax not borne by the REMIC Administrator, the Trustee, the Master
Servicer or the Special Servicer will be charged against the Trust resulting in
a reduction in amounts available for distribution to the Certificateholders. See
"Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other
Taxes" in the Prospectus.
For further information regarding the federal income tax consequences
of investing in the Offered Certificates, see "Federal Income Tax
Consequences--REMICs" in the Prospectus.
TAXATION OF FOREIGN CERTIFICATEHOLDERS
For a discussion of the tax consequences of the ownership of the
Offered Certificates by any person who is not a "United States Person" (as
defined in the Prospectus), see "Federal Income Tax Consequences" and
"--REMICs--Foreign Investors in REMIC Certificates" in the Prospectus.
In addition, on October 6, 1997, the Treasury Department issued new
regulations (the "New Regulations") which make certain modifications to the
withholding, backup withholding and information reporting rules described under
"Federal Income Tax Consequences" in the Prospectus. As promulgated, the New
Regulations will generally be effective for payments made after December 31,
1999, subject to certain transition rules. However, on April 30, 1999, the IRS
issued Notice 99-25 in which it announced that it intended that the effective
date of the New Regulations be extended to apply to payments made after December
31, 2000 and to eliminate some of the transition rules. Prospective investors
are urged to consult their own tax advisors regarding the New Regulations.
Investors who are not "United States Persons" should consult their own
tax advisors regarding the specific tax consequences to them of the purchase,
ownership and disposition of the Offered Certificates.
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CERTAIN ERISA CONSIDERATIONS
A fiduciary of any retirement plan or other employee benefit plan or
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that is subject to Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (each, a "Plan")
should carefully review with its legal advisors whether the purchase or holding
of Offered Certificates could constitute or give rise to a transaction that is
prohibited or is not otherwise permitted either under ERISA or Section 4975 of
the Code or whether there exists any statutory or administrative exemption
applicable thereto. Certain fiduciary and prohibited transaction issues arise
only if the assets of the Trust constitute "plan assets" for purposes of Part 4
of Title I of ERISA and Section 4975 of the Code ("Plan Assets"). Whether the
assets of the Trust will constitute Plan Assets at any time will depend on a
number of factors, including the portion of any Class of Certificates that is
held by "benefit plan investors" (as defined in U.S. Department of Labor
Regulation Section 2510.3-101).
The U.S. Department of Labor has issued an individual prohibited
transaction exemption (a "PTE") to DLJSC (PTE 90-83) and a PTE to Goldman Sachs
(PTE 89-88). Subject to the satisfaction of certain conditions set forth
therein, PTE 90-83 and PTE 89-88 (referred to in this Prospectus Supplement as
the "Exemptions") generally exempt from the application of the prohibited
transaction provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the
excise taxes imposed on such prohibited transactions pursuant to Sections
4975(a) and (b) of the Code, certain transactions relating to, among other
things, the servicing and operation of mortgage pools, such as the Mortgage
Pool, and the purchase, sale and holding of mortgage pass-through certificates,
such as the Senior Certificates, that are underwritten by one of the following
parties (collectively, the "Exemption Favored Parties")--
(a) DLJSC,
(b) Goldman Sachs,
(c) any person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common
control with DLJSC or Goldman Sachs, and
(d) any member of the underwriting syndicate or selling group of
which a person described in (a), (b) or (c) is a manager or
co-manager with respect to the Senior Certificates.
Each Exemption sets forth six general conditions which must be
satisfied for a transaction involving the purchase, sale and holding of a Senior
Certificate to be eligible for exemptive relief thereunder. The conditions are
as follows:
o first, the acquisition of such Senior Certificate by a Plan
must be on terms that are at least as favorable to the Plan as
they would be in an arm's-length transaction with an unrelated
party;
o second, the rights and interests evidenced by such Senior
Certificate must not be subordinated to the rights and
interests evidenced by the other Certificates;
o third, at the time of its acquisition by the Plan, such
Senior Certificate must be rated in one of the three highest
generic rating categories by Moody's, Fitch, Duff & Phelps
Credit Rating Co. ("DCR") or Standard & Poor's Ratings
Service, a Division of the McGraw-Hill Companies, Inc.
("S&P");
o fourth, the Trustee cannot be an affiliate of any other member
of the "Restricted Group", which (in addition to the Trustee)
consists of the Exemption-Favored Parties, the Depositor, the
Master Servicer, the Special Servicer, any sub-servicers, the
Mortgage Loan Sellers, each Borrower, if any, with respect to
Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of the Mortgage Pool as of the
date of initial issuance of the Certificates and any and all
affiliates of any of the aforementioned persons;
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o fifth, the sum of all payments made to and retained by the
Exemption-Favored Parties must represent not more than
reasonable compensation for underwriting the Senior
Certificates; the sum of all payments made to and retained by
the Depositor pursuant to the assignment of the Mortgage Loans
to the Trust must represent not more than the fair market
value of such obligations; and the sum of all payments made to
and retained by the Master Servicer, the Special Servicer and
any sub-servicer must represent not more than reasonable
compensation for such person's services under the Pooling
Agreement and reimbursement of such person's reasonable
expenses in connection therewith; and
o sixth, the investing Plan must be an accredited investor as
defined in Rule 501(a)(1) of Regulation D under the Securities
Act.
Because the Senior Certificates are not subordinated to any other Class
of Certificates, the second general condition set forth above is satisfied with
respect to such Certificates. It is a condition of their issuance that the
Senior Certificates be rated not lower than "Aaa" by Moody's and "AAA" by Fitch.
In addition, the initial Trustee is not an affiliate of any other member of the
Restricted Group. Accordingly, as of the Closing Date, the third and fourth
general conditions set forth above will be satisfied with respect to the Senior
Certificates. A fiduciary of a Plan contemplating purchasing a Senior
Certificate in the secondary market must make its own determination that,
at the time of such purchase, such Certificate continues to satisfy the third
and fourth general conditions set forth above. A fiduciary of a Plan
contemplating purchasing a Senior Certificate, whether in the initial issuance
of such Certificate or in the secondary market, must make its own determination
that the first and fifth general conditions set forth above will be satisfied
with respect to such Certificate as of the date of such purchase. A PLAN'S
AUTHORIZING FIDUCIARY WILL BE DEEMED TO MAKE A REPRESENTATION REGARDING
SATISFACTION OF THE SIXTH GENERAL CONDITION SET FORTH ABOVE IN CONNECTION WITH
THE PURCHASE OF A SENIOR CERTIFICATE.
Each Exemption also requires that the Trust meet the following
requirements:
o the Trust Fund must consist solely of assets of the type that
have been included in other investment pools;
o certificates evidencing interests in such other investment
pools must have been rated in one of the three highest generic
categories of Moody's, Fitch, DCR or S&P for at least one year
prior to the Plan's acquisition of a Senior Certificate; and
o certificates evidencing interests in such other investment
pools must have been purchased by investors other than Plans
for at least one year prior to any Plan's acquisition of a
Senior Certificate.
The Depositor has confirmed to its satisfaction that such requirements have been
satisfied as of the date in this Prospectus Supplement.
If the general conditions of the Exemptions are satisfied, the
Exemptions may provide an exemption from the restrictions imposed by Sections
406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections
4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of
the Code) in connection with--
o the direct or indirect sale, exchange or transfer of Senior
Certificates acquired by a Plan upon initial issuance from the
Depositor or an Exemption-Favored Party when the Depositor, a
Mortgage Loan Seller, the Trustee, the Master Servicer, the
Special Servicer or any sub-servicer, provider of credit
support, Exemption-Favored Party or Mortgagor is a Party in
Interest (as defined in the Prospectus) with respect to the
investing Plan,
o the direct or indirect acquisition or disposition in the
secondary market of Senior Certificates by a Plan, and
S-152
<PAGE>
o the continued holding of Senior Certificates by a Plan.
However, no exemption is provided from the restrictions of Sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of a
Senior Certificate on behalf of an Excluded Plan (as defined in the following
sentence) by any person who has discretionary authority or renders investment
advice with respect to the assets of such Excluded Plan. For purposes of this
Prospectus Supplement, an "Excluded Plan" is a Plan sponsored by any member of
the Restricted Group.
Moreover, if the general conditions of the Exemptions, as well as
certain other conditions set forth in the Exemptions, are satisfied, the
Exemptions may also provide an exemption from the restrictions imposed by
Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section
4975(c)(1)(E) of the Code in connection with--
(1) the direct or indirect sale, exchange or transfer of Senior
Certificates in the initial issuance of Senior Certificates
between the Depositor or an Exemption-Favored Party and a Plan
when the person who has discretionary authority or renders
investment advice with respect to the investment of Plan
assets in such Certificates is (a) a Borrower with respect to
5% or less of the fair market value of the Mortgage Loans or
(b) an affiliate of such a person,
(2) the direct or indirect acquisition or disposition in the
secondary market of Senior Certificates by a Plan, and
(3) the holding of Senior Certificates by a Plan.
Further, if the general conditions of the Exemptions, as well as
certain other conditions set forth in the Exemptions, are satisfied, the
Exemptions may provide an exemption from the restrictions imposed by Sections
406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections 4975(a)
and (b) of the Code by reason of Section 4975(c) of the Code, for transactions
in connection with the servicing, management and operation of the Trust Fund.
Lastly, if the general conditions of the Exemptions are satisfied, the
Exemptions also may provide an exemption from the restrictions imposed by
Sections 406(a) and 407(a) of ERISA, and the taxes imposed by Section 4975(a)
and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code
if such restrictions are deemed to otherwise apply merely because a person is
deemed to be a Party in Interest with respect to an investing Plan by virtue of
providing services to the Plan (or by virtue of having certain specified
relationships to such a person) solely as a result of the Plan's ownership of
Senior Certificates.
Before purchasing a Senior Certificate, a fiduciary of a Plan should
confirm that:
o the Senior Certificates constitute "certificates" for purposes
of the Exemptions, and
o the general and other conditions set forth in the Exemptions
and the other requirements set forth in the Exemptions would
be satisfied at the time of such purchase.
In addition to determining the availability of the exemptive relief
provided in the Exemptions, a Plan fiduciary considering an investment in Senior
Certificates should consider the availability of any other prohibited
transaction class exemptions. See "ERISA Considerations" in the Prospectus.
There can be no assurance that any such class exemptions will apply with respect
to any particular Plan investment in Senior Certificates or, even if it were
deemed to apply, that any exemption would apply to all prohibited transactions
that may occur in connection with such investment. A purchaser of Senior
Certificates should be aware, however, that even if the conditions specified in
one or more exemptions are satisfied, the scope of relief provided by an
exemption may not cover all acts which might be construed as prohibited
transactions.
S-153
<PAGE>
THE CHARACTERISTICS OF THE CLASS A-2, CLASS A-3, CLASS A-4, CLASS B-1
AND CLASS B-2 CERTIFICATES DO NOT MEET THE REQUIREMENTS OF THE EXEMPTIONS.
ACCORDINGLY, THE CERTIFICATES OF THOSE CLASSES MAY NOT BE ACQUIRED BY OR ON
BEHALF OF A PLAN OR WITH PLAN ASSETS, EXCEPT IN THE CASE OF AN INSURANCE COMPANY
USING FUNDS IN ITS GENERAL ACCOUNT, WHICH MAY BE ABLE TO RELY ON SECTION III OF
PTCE 95-60 (DISCUSSED BELOW).
Section III of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60") exempts from the application of the prohibited transaction provisions of
Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code
transactions in connection with the servicing, management and operation of a
trust (such as the Trust) in which an insurance company general account has an
interest as a result of its acquisition of certificates issued by the trust,
provided that certain conditions are satisfied. If these conditions are met,
insurance company general accounts would be allowed to purchase certain Classes
of Certificates (such as the Class A-2, Class A-3, Class A-4, Class B-1 and
Class B-2 Certificates) that do not meet the requirements of the Exemptions
solely because they (a) are subordinated to other Classes of Certificates in the
Trust or (b) have not received a rating at the time of the purchase in one of
the three highest rating categories from Moody's, Fitch, DCR or S&P. All other
conditions of the Exemptions would have to be satisfied in order for PTCE 95-60
to be available. Before purchasing Class A-2, Class A-3, Class A-4, Class B-1 or
Class B-2 Certificates, an insurance company general account seeking to rely on
Section III of PTCE 95-60 should confirm that all applicable conditions and
other requirements have been satisfied.
A governmental plan as defined in Section 3(32) of ERISA is not subject
to Title I of ERISA or Section 4975 of the Code. However, such a governmental
plan may be subject to a federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code ("Similar
Law"). A fiduciary of a governmental plan should make its own determination as
to the need for and the availability of any exemptive relief under Similar Law.
Any Plan fiduciary considering whether to purchase an Offered
Certificate on behalf of a Plan should consult with its counsel regarding the
applicability of the fiduciary responsibility and prohibited transaction
provisions of ERISA and the Code to such investment.
The sale of Offered Certificates to a Plan is in no respect a
representation or warranty by the Depositor or either Underwriter that this
investment meets all relevant legal requirements with respect to investments by
Plans generally or by any particular Plan, or that this investment is
appropriate for Plans generally or for any particular Plan.
LEGAL INVESTMENT
THE OFFERED CERTIFICATES WILL NOT BE "MORTGAGE RELATED SECURITIES" FOR
PURPOSES OF SMMEA. As a result, the appropriate characterization of the Offered
Certificates under various legal investment restrictions, and thus the ability
of investors subject to these restrictions to purchase Offered Certificates, is
subject to significant interpretive uncertainties.
Neither the Depositor nor either Underwriter makes any representation
as to the ability of particular investors to purchase the Offered Certificates
under applicable legal investment or other restrictions. All institutions whose
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements or review by regulatory authorities should
consult with their own legal advisors in determining whether and to what extent
the Offered Certificates constitute legal investments for them or are subject to
investment, capital or other restrictions.
All depository institutions considering an investment in the Offered
Certificates should review the Federal Financial Institutions Examination
Council's Supervisory Policy Statement on Investment Securities and End-User
Derivatives Activities (to the extent adopted by their respective regulatory
authorities), setting forth general guidelines which depository institutions
must follow in managing risks applicable to all securities (including mortgage
pass-through securities and mortgage-derivative products) used for investment
purposes.
S-154
<PAGE>
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits and provisions
which may restrict or prohibit investment in securities which are not "interest
bearing" or "income paying"; and provisions which may restrict or prohibit
investments in securities which are issued in book-entry form.
There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase Offered Certificates or to
purchase Offered Certificates representing more than a specified percentage of
the investor's assets. Investors should consult their own legal advisors in
determining whether and to what extent the Offered Certificates constitute legal
investments for such investors.
See "Legal Investment" in the Prospectus.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in an Underwriting
Agreement dated June 11, 1999 (the "Underwriting Agreement"), between the
Depositor and the Underwriters, each Underwriter has agreed to purchase from the
Depositor and the Depositor has agreed to sell to such Underwriter its allocable
share (as specified below) of each Class of the Offered Certificates. It is
expected that delivery of the Offered Certificates will be made to the
Underwriters in book-entry form through the Same Day Funds Settlement System of
DTC on or about June 22, 1999, against payment therefor in immediately available
funds.
<TABLE>
<CAPTION>
UNDERWRITER CLASS S CLASS A-1A CLASS A-1B CLASS A-2 CLASS A-3 CLASS A-4 CLASS B-1 CLASS B-2
- ----------- ------- ---------- ---------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Donaldson, Lufkin & Jenrette
Securities Corporation 50% 50% 50% 50% 50% 50% 50% 50%
Goldman, Sachs & Co. 50% 50% 50% 50% 50% 50% 50% 50%
------ ------ ------ ----- ------ ------ ------ ------
Total................... 100% 100% 100% 100% 100% 100% 100% 100%
==== ==== ==== ==== ==== ==== ==== ====
</TABLE>
The Underwriting Agreement provides that the obligation of the
Underwriters to pay for and accept delivery of the Offered Certificates is
subject to, among other things, the receipt of certain legal opinions and to the
conditions, among others, that no stop order suspending the effectiveness of the
Depositor's Registration Statement shall be in effect, and that no proceedings
for such purpose shall be pending before or threatened by the Commission.
The distribution of the Offered Certificates by the Underwriters may be
effected from time to time in one or more negotiated transactions, or otherwise,
at varying prices to be determined at the time of sale. Proceeds to the
Depositor from the sale of the Offered Certificates, before deducting expenses
payable by the Depositor, will be approximately 104.87% of the aggregate
Certificate Principal Balance of the Offered Certificates, plus accrued interest
on all the Offered Certificates from the Cut-off Date. The Underwriters may
effect such transactions by selling the Offered Certificates to or through
dealers, and such dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Underwriters. In connection with
the sale of the Offered Certificates, the Underwriters may be deemed to have
received compensation from the Depositor in the form of underwriting
compensation. The Underwriters and any dealers that participate with the
Underwriters in the distribution of the Offered Certificates may be deemed to be
underwriters and any profit on the resale of the Offered Certificates positioned
by them may be deemed to be underwriting discounts and commissions under the
Securities Act.
The Underwriting Agreement provides that the Depositor will indemnify
each Underwriter, and that under limited circumstances, each Underwriter will
indemnify the Depositor against certain civil liabilities under the Securities
Act or contribute to payments required to be made in respect thereof.
S-155
<PAGE>
The Depositor has also been advised by the Underwriters that they
presently intend to make a market in the Offered Certificates; however, the
Underwriters have no obligation to do so, any market making may be discontinued
at any time and there can be no assurance that an active public market for the
Offered Certificates will develop. See "Risk Factors--Risks Related to the
Certificates--Risks Associated With Liquidity and Market Value" in this
Prospectus Supplement and "Risk Factors--Limited Liquidity of Offered
Certificates" in the Prospectus.
The Underwriters also may impose a penalty bid. This occurs when a
particular broker-dealer repays to an Underwriter a portion of the underwriting
discount received by it because the representatives have repurchased Offered
Certificates sold by or for the account of such Underwriter in stabilizing or
short covering transactions.
These activities by either Underwriter may stabilize, maintain or
otherwise affect the market price of the Offered Certificates. As a result, the
price of the Offered Certificates may be higher than the price that otherwise
might exist in the open market. If these activities are commenced, they may be
discontinued by the Underwriters at any time. These transactions may be effected
in the over-the-counter market or otherwise.
DLJSC is an affiliate of the Depositor and Column, a Mortgage Loan
Seller. Goldman Sachs is an affiliate of GSMC, a Mortgage Loan Seller.
This Prospectus Supplement may only be issued or passed on in the
United Kingdom to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995
or is a person to whom this Prospectus Supplement may otherwise lawfully be
issued or passed on.
The Trust Fund described in this Prospectus Supplement may only be
promoted (whether by the issuing or passing on of documents as referred to in
the foregoing restriction or otherwise) by an authorized person under Chapter
III of the Financial Services Act 1986 of the United Kingdom ("FSA") to a person
in the United Kingdom if that person is of a kind described in section 76(2) of
the FSA or as permitted by the Financial Services (Promotion of Unregulated
Schemes) Regulations 1991 (as amended).
LEGAL MATTERS
Certain legal matters relating to the Certificates will be passed upon
for each of the Depositor and DLJSC as Underwriter by Sidley & Austin, New York,
New York and for Goldman Sachs as Underwriter by Cadwalader, Wickersham & Taft,
New York, New York.
RATINGS
It is a condition to the issuance of the Certificates that the
respective Classes of Offered Certificates receive the following credit ratings
from Moody's and Fitch:
CLASS MOODY'S FITCH
- ----- ------- -----
Class S Aaa AAA
Class A-1A Aaa AAA
Class A-1B Aaa AAA
Class A-2 Aa2 AA
Class A-3 A2 A
Class A-4 A3 A-
Class B-1 Baa2 BBB
Class B-2 Baa3 BBB-
S-156
<PAGE>
The ratings on the Offered Certificates address the likelihood of the
timely receipt by Holders thereof of all payments of interest to which they are
entitled on each Distribution Date and, except in the case of the Class S
Certificates, the ultimate receipt by the Holders thereof of all payments of
principal to which they are entitled on or before the Rated Final Distribution
Date. The ratings take into consideration the credit quality of the Mortgage
Pool, structural and legal aspects associated with the Offered Certificates, and
the extent to which the payment stream from the Mortgage Pool is adequate to
make payments of interest and/or principal required under the Offered
Certificates.
The ratings on the respective Classes of Offered Certificates do not
represent any assessment of--
o The tax attributes of the Offered Certificates or of the
Trust.
o Whether or to what extent prepayments of principal may be
received on the Mortgage Loans.
o The likelihood or frequency of prepayments of principal on
the Mortgage Loans.
o The degree to which the amount or frequency of such
prepayments might differ from those originally anticipated.
o Whether or to what extent the interest distributable on any
Class of Certificates may be reduced in connection with Net
Aggregate Prepayment Interest Shortfalls.
o Whether and to what extent Prepayment Premiums, Yield
Maintenance Charges, Default Interest and/or Additional
Interest will be received.
Also a security rating does not represent any assessment of the yield
to maturity that investors may experience or the possibility that the Class S
Certificateholders might not fully recover their investment in the event of
rapid prepayments and/or other liquidations of the Mortgage Loans.
In general, the ratings address credit risk and not prepayment risk. As
described in this Prospectus Supplement, the amounts payable with respect to the
Class S Certificates consist only of interest (and, to the extent described in
this Prospectus Supplement, may consist of a portion of the Yield Maintenance
Charges and Prepayment Premiums actually collected on the Mortgage Loans). Even
if the entire pool were to prepay in the initial month, with the result that the
Class S Certificateholders receive only a single month's Distributable
Certificate Interest and thus suffer a nearly complete loss of their investment,
all amounts "due" to such Certificateholders will nevertheless have been paid.
Such result would be consistent with the respective ratings received on the
Class S Certificates. The Class Notional Amount of the Class S Certificates is
subject to reduction in connection with each reduction in the Class Principal
Balance of a Class of Principal Balance Certificates, whether as a result of
payments of principal or in connection with any Mortgage Pool Deficits. The
ratings of the Class S Certificates do not address the timing or magnitude of
reduction of the Class Notional Amount of such Certificates, but only the
obligation to pay interest timely on such Class Notional Amount as so reduced
from time to time.
There can be no assurance as to whether any rating agency not requested
to rate the Offered Certificates will nonetheless issue a rating to any Class
thereof and, if so, what such rating would be. A rating assigned to any Class of
Offered Certificates by a rating agency that has not been requested by the
Depositor to do so may be lower than the rating assigned thereto by either
Rating Agency.
The ratings on the Offered Certificates should be evaluated
independently from similar ratings on other types of securities. A security
rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating. See "Risk Factors--Limited Nature of Ratings" in the
Prospectus.
S-157
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS
30/360 Basis............................................................S-64
30/360 Mortgage Loans...................................................S-64
Accelerated Amortization Payments.......................................S-65
Accrued Certificate Interest...........................................S-125
ACMs....................................................................S-53
Actual/360 Basis........................................................S-64
Actual/360 Mortgage Loans...............................................S-64
ADA.....................................................................S-59
Additional Interest.....................................................S-65
Additional Interest Rate................................................S-65
Additional Servicing Fee...............................................S-104
Additional Servicing Fee Mortgage Loans................................S-104
Additional Servicing Fee Rate..........................................S-105
Additional Trust Fund Expense..........................................S-133
Advances................................................................S-22
Alliance Borrower.......................................................S-92
Alliance Loans..........................................................S-92
Alliance Mortgages......................................................S-92
Alliance Properties.....................................................S-92
Alliance Property Manager...............................................S-92
Annual Debt Service.....................................................S-74
Anticipated Repayment Date..............................................S-35
Appraisal Reduction Amount.............................................S-136
Appraisal Trigger Event................................................S-135
Appraisals..............................................................S-81
Appraised Value.........................................................S-74
Approved Investors......................................................S-88
Archon Financial.........................................................S-9
ARD.....................................................................S-35
ARD Loan................................................................S-64
ARD Loans...............................................................S-35
Asset Status Report....................................................S-112
Assumed Final Distribution Date.........................................S-10
Assumed P&I Payment....................................................S-135
Assumed Settlement Date................................................S-145
Available Distribution Amount..........................................S-124
Balloon Loan............................................................S-64
Balloon Payment.........................................................S-35
Banc One...............................................................S-104
Base Estimated Annual Revenues..........................................S-71
Borrower................................................................S-23
CBE....................................................................S-146
Cedel...................................................................S-13
Central Accounts........................................................S-84
Central Park.............................................................S-9
CERCLA..................................................................S-54
Certificate Factor.....................................................S-119
Certificate Notional Amount............................................S-118
Certificate Principal Balance..........................................S-118
Certificateholders.......................................................S-7
Certificates.............................................................S-7
Class....................................................................S-7
Class D Certificates...................................................S-119
Class Notional Amount..................................................S-118
Class Principal Balance................................................S-118
Class S Strip Rate.....................................................S-126
Closing Date.............................................................S-9
Code....................................................................S-14
Collection Period.......................................................S-10
Column...................................................................S-8
Column Mortgage Loans....................................................S-8
Commercial Properties...................................................S-71
Compensating Interest Payment..........................................S-106
Component..............................................................S-118
Contractual Recurring LC&TI Reserve.....................................S-85
Contractual Recurring Replacement Reserve...............................S-85
Controlling Class.................................................S-8, S-111
Controlling Class Representative.......................................S-111
Corrected Mortgage Loan................................................S-103
Cost Approach...........................................................S-82
CPR....................................................................S-144
CSSA...................................................................S-138
Custodian...............................................................S-97
Cut-off Date.............................................................S-9
Cut-off Date Balance....................................................S-60
Cut-off Date Loan-to-Value Ratio........................................S-75
Cut-off Date LTV Ratio..................................................S-75
DCR....................................................................S-151
Default Interest.......................................................S-105
Defeasance Collateral...................................................S-69
Defeasance Loan.........................................................S-69
Defeasance Loans........................................................S-36
Definitive Certificate.................................................S-119
Depositaries...........................................................S-120
Depositor................................................................S-7
Determination Date......................................................S-10
Discount Rate..........................................................S-132
Distributable Certificate Interest.....................................S-125
Distribution Date........................................................S-9
DLJSC....................................................................S-1
DTC.....................................................................S-13
Due Date................................................................S-35
Engineering Reserves....................................................S-85
ERISA..................................................................S-151
Estimated Annual Operating Expenses.....................................S-72
Estimated Annual Revenues...............................................S-71
Euroclear...............................................................S-13
Excess Defeasance Payment...............................................S-57
S-158
<PAGE>
Excluded Plan..........................................................S-153
Exemption Favored Parties..............................................S-151
Exemptions.............................................................S-151
Expense Modifications...................................................S-72
Expenses................................................................S-77
FF&E....................................................................S-73
Fifteen Southeast Realty Borrower.......................................S-88
Fifteen Southeast Realty Loans..........................................S-88
Fifteen Southeast Realty Mortgages......................................S-88
Fifteen Southeast Realty Properties.....................................S-88
Fifteen Southeast Realty Property Manager...............................S-89
FIRREA..................................................................S-82
Fitch....................................................................S-2
FMAC.....................................................................S-9
Form 8-K.................................................................S-7
FSA....................................................................S-156
Fully Amortizing Loan...................................................S-65
Fully Amortizing Loans..................................................S-35
GAAP....................................................................S-74
GECA.....................................................................S-8
GECA Mortgage Loans......................................................S-8
GECC...............................................................S-8, S-95
GECLS..................................................................S-104
Goldman Sachs............................................................S-1
Grantor Trusts..........................................................S-14
GSMC.....................................................................S-8
GSMC Mortgage Loans......................................................S-8
HAP Contract............................................................S-47
Hard Lockbox Account....................................................S-84
HDI.....................................................................S-94
Herald Center Borrower..................................................S-90
Herald Center Loan......................................................S-90
Herald Center Mortgage..................................................S-90
Herald Center Property..................................................S-90
Herald Center Property Manager..........................................S-91
Hidden Oaks Mortgage Loan...............................................S-93
Hidden Oaks Property....................................................S-93
Historical Annual Operating Expenses....................................S-72
Holders..................................................................S-7
Hospitality Properties..................................................S-71
HUD.....................................................................S-47
Income Approach.........................................................S-82
Indirect Participants..................................................S-120
Interest Accrual Period.................................................S-10
Interest Reserve Account...............................................S-125
Interest Reserve Amount................................................S-125
IRS....................................................................S-148
LC & TI.................................................................S-75
Leasable Square Footage.................................................S-75
Liquidation Fee........................................................S-107
Liquidation Fee Rate...................................................S-107
Loan Group Cut-off Date Balances........................................S-29
Loan REMIC..............................................................S-14
Lock-out Period.........................................................S-66
Lockbox Account.........................................................S-65
LUSTs...................................................................S-54
Major Tenant............................................................S-75
Manufactured Housing Properties.........................................S-71
Master Servicer..........................................................S-7
Master Servicing Fee...................................................S-104
Master Servicing Fee Rate..............................................S-104
Material Breach.........................................................S-99
Maturity Assumptions...................................................S-145
Maturity/ARD Balance....................................................S-77
Maturity/ARD Loan-to-Value Ratio........................................S-77
Maturity/ARD LTV........................................................S-77
Modified Mortgage Loan.................................................S-137
Moody's..................................................................S-2
Mortgage................................................................S-61
Mortgage File...........................................................S-97
Mortgage Loan Sellers....................................................S-8
Mortgage Loans...........................................................S-7
Mortgage Note...........................................................S-61
Mortgage Pass-Through Rate.............................................S-123
Mortgage Pool............................................................S-7
Mortgage Pool Deficit...................................................S-22
Mortgage Rate...........................................................S-34
Mortgaged Property......................................................S-23
Most Recent DSCR........................................................S-76
Most Recent Expenses....................................................S-76
Most Recent NOI.........................................................S-76
Most Recent Operating Statement Date....................................S-76
Most Recent Revenues....................................................S-76
Multifamily Rental Properties...........................................S-46
Net Aggregate Prepayment
Interest Shortfall...................................................S-106
New Regulations........................................................S-150
NOI.....................................................................S-76
Non-REMIC Trust Assets..................................................S-14
Nonrecoverable P&I Advance.............................................S-134
Nonrecoverable Servicing Advance.......................................S-108
Norwest Bank...........................................................S-140
O&M Plan................................................................S-79
Oakwood Plaza Borrower..................................................S-86
Oakwood Plaza Loan......................................................S-86
Oakwood Plaza Mortgage..................................................S-86
Oakwood Plaza Property..................................................S-86
Occupancy Rate at U/W...................................................S-75
Occupancy Rate at Underwriting..........................................S-75
Offered Certificates....................................................S-11
Office Properties.......................................................S-47
OID Regulations........................................................S-148
Open Period.............................................................S-66
Originators..............................................................S-9
S-159
<PAGE>
P&I Advance.............................................................S-22
Participants...........................................................S-119
Pass-Through Rate.......................................................S-11
Performing Mortgage Loans..............................................S-102
Permitted Investments..................................................S-105
Plan...................................................................S-151
Plan Assets............................................................S-151
Pooling Agreement........................................................S-7
Portfolio Loan..........................................................S-23
Prepayment Assumption..................................................S-148
Prepayment Consideration................................................S-56
Prepayment Consideration Period.........................................S-66
Prepayment Interest Excess.............................................S-105
Prepayment Interest Shortfall..........................................S-106
Prepayment Premium......................................................S-56
Principal Balance Certificates..........................................S-20
Principal Distribution Amount..........................................S-126
Private Certificates....................................................S-11
Prospectus...............................................................S-2
Prospectus Supplement....................................................S-2
PTCE....................................................................S-40
PTCE 95-60.............................................................S-154
PTE....................................................................S-151
Purchase Price..........................................................S-99
Rated Final Distribution Date...........................................S-10
Rating Agencies..........................................................S-2
Realized Losses........................................................S-133
Record Date..............................................................S-9
REIT....................................................................S-39
Related Proceeds.......................................................S-108
REMIC...................................................................S-14
REMIC Administrator......................................................S-8
REMIC I.................................................................S-14
REMIC II................................................................S-14
REMIC III...............................................................S-14
REMIC Pool..............................................................S-14
REMIC Regular Certificates.............................................S-119
REMIC Residual Certificates............................................S-119
REO Property...........................................................S-102
REO Tax................................................................S-149
Replacement Mortgage Loan..............................................S-100
Required Appraisal.....................................................S-135
Required Appraisal Loan................................................S-135
Responsible Officer....................................................S-111
Restricted Group.......................................................S-151
Retail Properties.......................................................S-44
Revenue Modifications...................................................S-71
Revenues................................................................S-76
Revised Rate............................................................S-65
Rooms...................................................................S-75
Rules..................................................................S-121
S.F.....................................................................S-75
S&P....................................................................S-151
Sales Comparison Approach...............................................S-81
Scheduled P&I Payments..................................................S-35
SEC......................................................................S-3
Section 8...............................................................S-47
Securities Act...........................................................S-3
Senior Certificates....................................................S-127
Servicing Advance.......................................................S-22
Servicing Fees.........................................................S-106
Servicing Standard.....................................................S-101
Servicing Transfer Event...............................................S-102
Similar Law............................................................S-154
Single-Tenant Mortgage Loan.............................................S-42
Single-Tenant Mortgaged Property........................................S-42
Soft Lockbox Account....................................................S-84
Special Servicer.........................................................S-8
Special Servicing Fee..................................................S-106
Specially Serviced Assets..............................................S-102
Specially Serviced Mortgage Loan.......................................S-102
Sq. Ft..................................................................S-75
Standstill Agreement....................................................S-51
Stated Principal Balance...............................................S-123
Stone Fort Borrower.....................................................S-93
Stone Fort Loans........................................................S-93
Stone Fort Mortgages....................................................S-93
Stone Fort Properties...................................................S-93
Stone Fort Property Manager.............................................S-94
Subordinate Available Distribution Amount..............................S-127
Subordinate Certificates...............................................S-127
Subordination Agreement.................................................S-51
Substitution Shortfall Amount..........................................S-100
Swerdlow Operating Partnership..........................................S-86
Swerdlow REIT...........................................................S-86
Tax and Insurance Escrows...............................................S-84
Termination Price......................................................S-140
Treasury Rate..........................................................S-132
Trust....................................................................S-7
Trust Fund...............................................................S-7
Trustee..................................................................S-8
Trustee Fee............................................................S-140
Trustee Report.........................................................S-137
U/W DSCR................................................................S-74
U/W Leasing Commissions and
Tenant Improvements...................................................S-73
U/W NCF.................................................................S-71
U/W NOI.................................................................S-74
U/W Recurring Replacement Reserves......................................S-72
Underwriters.............................................................S-1
Underwriting Agreement.................................................S-155
Underwritten Debt Service Coverage Ratio................................S-74
Underwritten DSCR.......................................................S-74
Underwritten NCF........................................................S-71
S-160
<PAGE>
Underwritten Net Cash Flow..............................................S-71
Underwritten Net Operating Income.......................................S-74
Underwritten NOI........................................................S-74
Union Capital............................................................S-9
Units...................................................................S-75
USAP...................................................................S-116
Voting Rights..........................................................S-139
WAC......................................................................S-2
WAC Cap..................................................................S-2
Warranting Party........................................................S-97
Weighted Average Mortgage
Pass-Through Rate....................................................S-126
Workout Fee............................................................S-107
Workout Fee Rate.......................................................S-107
Year Built..............................................................S-75
Year Renovated..........................................................S-76
Yield Maintenance Charge................................................S-56
Yield Rate..............................................................S-68
S-161
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
EXHIBIT A-1
CERTAIN CHARACTERISTICS OF THE
MORTGAGE LOANS AND MORTGAGED PROPERTIES
See this Exhibit for tables titled:
Managers and Locations of the Mortgaged Properties
Descriptions of the Mortgaged Properties
Characteristics of the Mortgage Loans
Engineering Reserves and Recurring Replacement Reserves
Major Tenants of the Commercial Mortgaged Properties
Additional Mortgage Loan Information
Multifamily Schedule
A-1-1
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE>
Managers and Locations of the Mortgaged Properties
<TABLE>
<CAPTION>
# Property Name Manager
<S> <C> <C>
1 Oakwood Plaza SREG Operating Limited Partnership
2 Arbor Lake Club Apartments (1A) Westdale Asset Management Ltd.
3 The Parkview Apartments - FL (1A) Westdale Asset Management Ltd.
4 Heron's Cove Apartments (1A) Westdale Asset Management Ltd.
5 Horizons North Apartments (1A) Westdale Asset Management Ltd.
6 Herald Center J.E.M.B. Realty Corp.
7 Sterling Point Apartments (1B) Alliance Residential Management, LLC
8 Sandridge Apartments (1B) Alliance Residential Management, LLC
9 Woodscape Apartments (1B) Alliance Residential Management, LLC
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Stone Fort Land Co.
11 Stone Fort Land - The Krystal Office Building (1C) Stone Fort Land Co.
12 Stone Fort Land - Riverside Center (1C) Stone Fort Land Co.
13 Stone Fort Land - Harrison Direct Warehouse (1C) Stone Fort Land Co.
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) Stone Fort Land Co.
15 Center At The Plant Selleck Development Group, Inc.
16 The Boardwalk Maxim Property Management
17 Cherry Creek Retirement Village (1D) American Lifestyles, Inc.
18 Remington Heights Retirement Community (1D) American Lifestyles, Inc.
19 Charles River Center S.R. Weiner & Associates, Inc.
20 Fox Run Shopping Center Owner Managed
21 Two University Plaza (1E) Jayden Management Corp.
22 800-900 Lanidex Plaza (1E) Jayden Management Corp.
23 140 Littleton Road (1E) Jayden Management Corp.
24 Embarcadero Corporate Center Matteson Realty Services, Inc.
25 Best Buy Plaza Shopping Center CV Management, LLC
26 Highland Falls Apartments Miles Properties, Inc.
27 Rancho Ocaso Juliet Property Company
28 The Court at Deptford II Goldenberg Management, Inc.
29 Sage Crossing Apartments EPT Management Company
30 Crossroads at Buckland Hills Trammell Crow NE, Inc.
31 Deerbrook Crossing Shopping Center Greystar Management Services
32 Sundance Village Apartments Poinciana Associates, Inc.
33 Lake Mead Pavilion Shopping Center Great American Homes
34 Ontario Plaza Madison Management, LLC
35 Cole Spring Plaza Realty Management Services, Inc.
36 Penney's Plaza ACF Property Management, Inc.
37 Pines of Westbury The Pines Management Group
38 Bell Run Plaza Highland Management Corporation
39 River Haven Mobile Home Park (1F) Landco Realty, Inc.
40 Knollwood Estates Mobile Home Park (1F) Landco Realty, Inc.
41 Colesville Towers Realty Management Services, Inc.
42 North Pointe Apartments Intersouth Properties, Inc.
43 Tower Plaza Retail Center First Management, Inc.
44 Mountain View Mobile Home Park Pam Bordeau
45 The Mosby Building & Apartments JBG Properties, Inc.
46 211 South Gulph Road Equivest Development III, Inc.
47 Pinewood Apartments Con Am Management Corporation
48 U-Haul - Rusfield (1G) U-Haul Co. of Massachussets, Inc.
49 U-Haul - San Clemente (1G) U-Haul Co. of California, Inc.
50 U-Haul - East Colonial (1G) U-Haul Co. of Florida, Inc.
51 U-Haul - MacArthur Park (1G) U-Haul Co. of Oklahoma, Inc.
52 Park Knolls Apartments Stonesfair Management, LLC
53 Diamond Bar Towne Center Barco Real Estate Management
54 U-Haul - Dublin (1H) U-Haul Co. of California, Inc.
55 U-Haul - Northridge (1H) U-Haul Co. of California, Inc.
56 U-Haul - Orange Park (1H) U-Haul Co. of Florida, Inc.
57 U-Haul - Tulsa (1H) U-Haul Co. of Oklahoma, Inc.
58 Cherry Knolls Shopping Center ACF Property Management, Inc.
59 333 Sam Houston Office Building Texas Property Advisors, Inc.
60 The Shadowbrook Apartments Con Am Management Corporation
61 Delta Fair Shopping Center Charles Dunn Real Estate Services, Inc.
62 Willow Springs Shopping Center (1I) Palmos Development Corporation
63 Villa Shopping Center (1I) Palmos Development Corporation
64 Crystal Gardens Shopping Center (1I) Palmos Development Corporation
65 Hazelcrest Place Wingate Management Corporation
66 BJ's Plaza Shopping Center Rosen Associates Management Corp.
67 Holiday Inn Express - City Center Owner Managed
68 U-Haul - Margate (1J) U-Haul Co. of Florida, Inc.
<CAPTION>
# Property Name Address
<S> <C> <C>
1 Oakwood Plaza Oakwood Boulevard
2 Arbor Lake Club Apartments (1A) 9361 Fontainbleau Boulevard
3 The Parkview Apartments - FL (1A) 10468 NW 8th Street
4 Heron's Cove Apartments (1A) 3312 South Semoran Boulevard
5 Horizons North Apartments (1A) 665 Ives Dairy Road
6 Herald Center 1293-1311 Broadway
7 Sterling Point Apartments (1B) 6600 Dunlap
8 Sandridge Apartments (1B) 4025 Burke Road
9 Woodscape Apartments (1B) 9707 South Gessner
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 200 Martin Luther King Boulevard & 130 West
10th Street
11 Stone Fort Land - The Krystal Office Building (1C) 100 Martin Luther King Boulevard
12 Stone Fort Land - Riverside Center (1C) 1501 Riverside Drive
13 Stone Fort Land - Harrison Direct Warehouse (1C) 2505 East 43rd Street
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 1101 Broad Street
15 Center At The Plant 8000 Van Nuys Boulevard
16 The Boardwalk 3770 Flora Vista Avenue
17 Cherry Creek Retirement Village (1D) 14555 East Hampden Avenue
18 Remington Heights Retirement Community (1D) 12606 West Dodge Road
19 Charles River Center 245-259 Hartford Avenue
20 Fox Run Shopping Center Route 40 & Wrangle Hill Road
21 Two University Plaza (1E) 180 Temple Avenue
22 800-900 Lanidex Plaza (1E) 800-900 Lanidex Plaza
23 140 Littleton Road (1E) 140 Littleton Road
24 Embarcadero Corporate Center 2465-2483 East Bayshore Road
25 Best Buy Plaza Shopping Center 9250 North Central Expressway
26 Highland Falls Apartments 2560 Delk Road
27 Rancho Ocaso 3900 East Sunset Road
28 The Court at Deptford II 1535-75 Almonesson Road
29 Sage Crossing Apartments 3431 Oakdale Drive
30 Crossroads at Buckland Hills 430 Buckland Hills Drive & 110 Slater Street
31 Deerbrook Crossing Shopping Center 122-262 FM 1960
32 Sundance Village Apartments 11251 NW 7th Street
33 Lake Mead Pavilion Shopping Center 7301-7399 West Lake Mead Boulevard
34 Ontario Plaza 920-1070 North Mountain Avenue
35 Cole Spring Plaza 1001 Spring Street
36 Penney's Plaza 5548 Springdale Avenue
37 Pines of Westbury 12500 - 12600 Dunlap
38 Bell Run Plaza 1218-1230 Welsh Road
39 River Haven Mobile Home Park (1F) 14546 Mercury Drive
40 Knollwood Estates Mobile Home Park (1F) 4595 Knollwood Drive
41 Colesville Towers 8811 Colesville Road
42 North Pointe Apartments 336 Blackhawk Road
43 Tower Plaza Retail Center NE Corner of 78th Street & Dodge Street
44 Mountain View Mobile Home Park 24303 Woolsey Canyon Road
45 The Mosby Building & Apartments 10560 Main Street
46 211 South Gulph Road 211 South Gulph Road
47 Pinewood Apartments 3600 Swenson Avenue
48 U-Haul - Rusfield (1G) 15 Rusfield Street
49 U-Haul - San Clemente (1G) 310 Avenida Pico
50 U-Haul - East Colonial (1G) 4001 East Colonial Boulevard
51 U-Haul - MacArthur Park (1G) 6500 NW Expressway
52 Park Knolls Apartments 1100 Pedras Road
53 Diamond Bar Towne Center 1100-1188 Diamond Bar Boulevard
54 U-Haul - Dublin (1H) 6265 Scarlett Court
55 U-Haul - Northridge (1H) 18160 Parthenia Street
56 U-Haul - Orange Park (1H) 701 Blanding Boulevard
57 U-Haul - Tulsa (1H) 5140 South 103 East Avenue
58 Cherry Knolls Shopping Center 6900 South University Boulevard
59 333 Sam Houston Office Building 333 North Sam Houston Parkway
60 The Shadowbrook Apartments 3851 South Wynn Road
61 Delta Fair Shopping Center 2710-3040 Delta Fair Boulevard
62 Willow Springs Shopping Center (1I) 2701-2795 Iris Avenue
63 Villa Shopping Center (1I) 2825-2885 28th Street
64 Crystal Gardens Shopping Center (1I) 3307 South College Avenue
65 Hazelcrest Place 100 Hazelcrest Place
66 BJ's Plaza Shopping Center 3447-3469 University Drive
67 Holiday Inn Express - City Center 226 Aurora Avenue North
68 U-Haul - Margate (1J) 1700 North State Road 7
<CAPTION>
# Property Name City County
<S> <C> <C> <C>
1 Oakwood Plaza Hollywood Broward
2 Arbor Lake Club Apartments (1A) Miami Dade
3 The Parkview Apartments - FL (1A) Pembroke Pines Broward
4 Heron's Cove Apartments (1A) Orlando Orange
5 Horizons North Apartments (1A) North Miami Dade
6 Herald Center New York New York
7 Sterling Point Apartments (1B) Houston Harris
8 Sandridge Apartments (1B) Pasadena Harris
9 Woodscape Apartments (1B) Houston Harris
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Chattanooga Hamilton
11 Stone Fort Land - The Krystal Office Building (1C) Chattanooga Hamilton
12 Stone Fort Land - Riverside Center (1C) Chattanooga Hamilton
13 Stone Fort Land - Harrison Direct Warehouse (1C) Chattanooga Hamilton
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) Chattanooga Hamilton
15 Center At The Plant Van Nuys Los Angeles
16 The Boardwalk Santa Clara Santa Clara
17 Cherry Creek Retirement Village (1D) Aurora Arapahoe
18 Remington Heights Retirement Community (1D) Omaha Douglas
19 Charles River Center Bellingham Norfolk
20 Fox Run Shopping Center Bear New Castle
21 Two University Plaza (1E) Hackensack Bergen
22 800-900 Lanidex Plaza (1E) Parsippany-Troy Hills Morris
23 140 Littleton Road (1E) Parsippany-Troy Hills Morris
24 Embarcadero Corporate Center Palo Alto Santa Clara
25 Best Buy Plaza Shopping Center Dallas Dallas
26 Highland Falls Apartments Marietta Cobb
27 Rancho Ocaso Las Vegas Clark
28 The Court at Deptford II Deptford Gloucester
29 Sage Crossing Apartments San Antonio Bexar
30 Crossroads at Buckland Hills Manchester Hartford
31 Deerbrook Crossing Shopping Center Humble Harris
32 Sundance Village Apartments Miami Dade
33 Lake Mead Pavilion Shopping Center Las Vegas Clark
34 Ontario Plaza Ontario San Bernardino
35 Cole Spring Plaza Silver Spring Montgomery
36 Penney's Plaza Pleasanton Alameda
37 Pines of Westbury Houston Harris
38 Bell Run Plaza Montgomery Township Montgomery
39 River Haven Mobile Home Park (1F) Grand Haven Ottawa
40 Knollwood Estates Mobile Home Park (1F) Allendale Ottawa
41 Colesville Towers Silver Spring Montgomery
42 North Pointe Apartments Charlotte Mecklenburg
43 Tower Plaza Retail Center Omaha Douglas
44 Mountain View Mobile Home Park Canoga Park Los Angeles
45 The Mosby Building & Apartments Fairfax Fairfax
46 211 South Gulph Road King of Prussia Montgomery
47 Pinewood Apartments Las Vegas Clark
48 U-Haul - Rusfield (1G) Boston Suffolk
49 U-Haul - San Clemente (1G) San Clemente Orange
50 U-Haul - East Colonial (1G) Orlando Orange
51 U-Haul - MacArthur Park (1G) Oklahoma City Oklahoma
52 Park Knolls Apartments Turlock Stanislaus
53 Diamond Bar Towne Center Diamond Bar Los Angeles
54 U-Haul - Dublin (1H) Dublin Alameda
55 U-Haul - Northridge (1H) Northridge Los Angeles
56 U-Haul - Orange Park (1H) Orange Park Clay
57 U-Haul - Tulsa (1H) Tulsa Tulsa
58 Cherry Knolls Shopping Center Littleton Arapahoe
59 333 Sam Houston Office Building Houston Harris
60 The Shadowbrook Apartments Las Vegas Clark
61 Delta Fair Shopping Center Antioch Contra Costa
62 Willow Springs Shopping Center (1I) Boulder Boulder
63 Villa Shopping Center (1I) Boulder Boulder
64 Crystal Gardens Shopping Center (1I) Ft. Collins Larimer
65 Hazelcrest Place Hazel Park Oakland
66 BJ's Plaza Shopping Center Sunrise Broward
67 Holiday Inn Express - City Center Seattle King
68 U-Haul - Margate (1J) Margate Broward
<CAPTION>
# Property Name State Zip Code
<S> <C> <C> <C>
1 Oakwood Plaza FL 33020
2 Arbor Lake Club Apartments (1A) FL 33172
3 The Parkview Apartments - FL (1A) FL 33026
4 Heron's Cove Apartments (1A) FL 32822
5 Horizons North Apartments (1A) FL 33179
6 Herald Center NY 10001
7 Sterling Point Apartments (1B) TX 77081
8 Sandridge Apartments (1B) TX 77504
9 Woodscape Apartments (1B) TX 77071
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) TN 37402
11 Stone Fort Land - The Krystal Office Building (1C) TN 37402
12 Stone Fort Land - Riverside Center (1C) TN 37406
13 Stone Fort Land - Harrison Direct Warehouse (1C) TN 37407
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) TN 37402
15 Center At The Plant CA 91402
16 The Boardwalk CA 95051
17 Cherry Creek Retirement Village (1D) CO 80014
18 Remington Heights Retirement Community (1D) NE 68154
19 Charles River Center MA 02019
20 Fox Run Shopping Center DE 19804
21 Two University Plaza (1E) NJ 07601
22 800-900 Lanidex Plaza (1E) NJ 07054
23 140 Littleton Road (1E) NJ 07054
24 Embarcadero Corporate Center CA 94303
25 Best Buy Plaza Shopping Center TX 75231
26 Highland Falls Apartments GA 30067
27 Rancho Ocaso NV 89120
28 The Court at Deptford II NJ 08096
29 Sage Crossing Apartments TX 78229
30 Crossroads at Buckland Hills CT 06040
31 Deerbrook Crossing Shopping Center TX 77073
32 Sundance Village Apartments FL 33172
33 Lake Mead Pavilion Shopping Center NV 89128
34 Ontario Plaza CA 91762
35 Cole Spring Plaza MD 20910
36 Penney's Plaza CA 94588
37 Pines of Westbury TX 77035
38 Bell Run Plaza PA 19454
39 River Haven Mobile Home Park (1F) MI 49417
40 Knollwood Estates Mobile Home Park (1F) MI 49401
41 Colesville Towers MD 20910
42 North Pointe Apartments NC 28213
43 Tower Plaza Retail Center NE 68114
44 Mountain View Mobile Home Park CA 91304
45 The Mosby Building & Apartments VA 22030
46 211 South Gulph Road PA 19406
47 Pinewood Apartments NV 89109
48 U-Haul - Rusfield (1G) MA 02118
49 U-Haul - San Clemente (1G) CA 92672
50 U-Haul - East Colonial (1G) FL 32803
51 U-Haul - MacArthur Park (1G) OK 73132
52 Park Knolls Apartments CA 95382
53 Diamond Bar Towne Center CA 91765
54 U-Haul - Dublin (1H) CA 94566
55 U-Haul - Northridge (1H) CA 91325
56 U-Haul - Orange Park (1H) FL 32065
57 U-Haul - Tulsa (1H) OK 74146
58 Cherry Knolls Shopping Center CO 80122
59 333 Sam Houston Office Building TX 77060
60 The Shadowbrook Apartments NV 89109
61 Delta Fair Shopping Center CA 94509
62 Willow Springs Shopping Center (1I) CO 80304
63 Villa Shopping Center (1I) CO 80301
64 Crystal Gardens Shopping Center (1I) CO 80525
65 Hazelcrest Place MI 48030
66 BJ's Plaza Shopping Center FL 33351
67 Holiday Inn Express - City Center WA 98109
68 U-Haul - Margate (1J) FL 33063
</TABLE>
<PAGE>
Managers and Locations of the Mortgaged Properties
<TABLE>
<CAPTION>
# Property Name Manager
<S> <C> <C>
69 U-Haul - Copperfield (1J) U-Haul Co. of Texas, Inc.
70 U-Haul - Hampton (1J) U-Haul Co. of Virginia, Inc.
71 U-Haul - Lodi (1J) U-Haul Co. of California, Inc.
72 Fashion Outlet Center Sam Greenwood Management LLC
73 Tivoli Apartments Emmer Management Corporation
74 Tetra - Chase Texas Bank Center Griffin/Juban Properties, Inc.
75 1384-1450 Park Avenue (1K) ALM Supermarkets, LLC
76 Rojacks Supermarket/CVS Pharmacy (1K) ALM Supermarkets, LLC
77 Trucchi's Supermarket (1K) ALM Supermarkets, LLC
78 Campus Hills Shopping Center Rosen Associates Management Corp.
79 Carrollton Place Apartments Alcanzar, Ltd.
80 Welshwood Apartments Sigma Management Co.
81 Summit Square Shopping Center Davis Asset Management, Inc.
82 Park Ridge Apartments Barry S. Nussbaum, Inc.
83 294-306A Harvard Street Fineberg Management, Inc.
84 929 Pearl Street (1L) RTS Properties, LLC
85 2005 Tenth Street (1L) RTS Properties, LLC
86 Industrial Warehouse ZKS Real Estate Partners, LLC
87 Mesa Dunes Mobile Home Park Follett Investment Properties, Inc.
88 Pleasant Hill Executive Park Wooldridge Construction Company, Inc.
89 Best Western - Stratford Inn Pacifica Hosts, Inc.
90 Silverside-Carr Corporate Center Ferm Management Company, Inc.
91 Country Corners Apartments Matthews Click & Associates, Inc.
92 Bell Palm Plaza Watt Management Company
93 Pleasant Run Apartments Suncase Corporation
94 Chalet Apartments & Commercial Plaza Steven Scott Management, Inc.
95 West Ashley Shoppes Shopping Center Southern Real Estate Mgmt.
96 Hampton Inn - Anchorage Stonebridge Hospitality Services, Inc.
97 Pacific Isle Apartments Intervest Resources, Inc.
98 Sunset Crest Apartments Intervest Resources, Inc.
99 Skyline Apartments Barry S. Nussbaum, Inc.
100 Hampton Inn & Suites - Annapolis High Hotels, Ltd.
101 Carlisle Commerce Center Willner Realty and Development Company
102 Glendale Medical Arts Center Owner Managed
103 Batavia Wood Medical Center CPG Holdings, Inc.
104 Village Green Plaza Shopping Center Milestone Properties, Inc.
105 South Bank Riverwalk Retail Hixon Properties Incorporated
106 Pickwick Apartments Demco Management, Inc.
107 The Villas of Buena Vista Apartments (1M) Don Knobler & Company
108 The Parkview Apartments - TX (1M) Don Knobler & Company
109 Madras Apartments (1M) Don Knobler & Company
110 Alexandria Apartments - TX (1M) Don Knobler & Company
111 Sandia Park (1M) Don Knobler & Company
112 4300 Travis Apartments (1M) Don Knobler & Company
113 Vista Quarters Condos (1M) Don Knobler & Company
114 3131 Armstrong Condominiums (1M) Don Knobler & Company
115 The Essex (1M) Don Knobler & Company
116 4431 Travis Street Apartments (1M) Don Knobler & Company
117 4432 Buena Vista Apartments (1M) Don Knobler & Company
118 The Annex Apartments (1M) Don Knobler & Company
119 4319 Buena Vista Apartments (1M) Don Knobler & Company
120 The Chase Apartments (1M) Don Knobler & Company
121 Avalon Apartments (1M) Don Knobler & Company
122 Point Breeze Apartments First Management Services, Inc.
123 Hidden Oaks Apartments Alliance Residential Management, LLC
124 El Monte Shopping Center Owner Managed
125 Casa Real Apartments Owner Managed
126 The Plaza Apartments PMG Real Estate Management & Consulting
127 Washington Square Shopping Center The Forum Management Group, Inc.
128 Beechnut Village Shopping Center Greystar Management Services
129 Anaheim Mobile Estates California Mobile Home Park
Management Company
130 Westridge Marketplace Pulliam Properties, LLC
131 McGehee Park Apartments Aronov Realty Management, Inc.
132 Cypress Center Bixby Land Company
133 Best Western - Miramar Pinnacle Hosts, Inc.
134 Garden City Tower Wingate Management Corporation
135 Tradewinds Apartments McGrath Management, Inc.
136 Highland Country Estates Martin Newby Management Corporation
<CAPTION>
# Property Name Address
<S> <C> <C>
69 U-Haul - Copperfield (1J) 8330 Highway 6 North
70 U-Haul - Hampton (1J) 1023 West Mercury Boulevard
71 U-Haul - Lodi (1J) 450 North Cherokee Lane
72 Fashion Outlet Center 501 Elizabeth Street
73 Tivoli Apartments 2841 SW 13th Street
74 Tetra - Chase Texas Bank Center 25025 Interstate Highway 45 North
75 1384-1450 Park Avenue (1K) 1384-1450 Park Avenue
76 Rojacks Supermarket/CVS Pharmacy (1K) 1475 Newman Avenue
77 Trucchi's Supermarket (1K) 2941 Acushnet Avenue
78 Campus Hills Shopping Center Churchville Road & Campus Hills Drive
79 Carrollton Place Apartments 1205 Maple Street
80 Welshwood Apartments 2661 Willits Road
81 Summit Square Shopping Center 3203-3243 SW Freeway
82 Park Ridge Apartments 2501 Park Ridge Court
83 294-306A Harvard Street 294-306A Harvard Street
84 929 Pearl Street (1L) 919-929 Pearl Street
85 2005 Tenth Street (1L) 935-951 Pearl Street & 2005-2019 10th Street
86 Industrial Warehouse 4240 West 190th Street
87 Mesa Dunes Mobile Home Park 7807 East Apache Trail
88 Pleasant Hill Executive Park 391-399 Taylor Boulevard
89 Best Western - Stratford Inn 624-710 Camino Del Mar
90 Silverside-Carr Corporate Center 409 Silverside Road
91 Country Corners Apartments 5045 Dierker Road
92 Bell Palm Plaza 6201-6391 Atlantic Avenue
93 Pleasant Run Apartments 2525 West Pleasant Run Road
94 Chalet Apartments & Commercial Plaza 3816 North 109th Plaza
95 West Ashley Shoppes Shopping Center 946 Orleans Road
96 Hampton Inn - Anchorage 4301 Credit Union Drive
97 Pacific Isle Apartments 1829 East Workman Avenue
98 Sunset Crest Apartments 745 North Sunset Avenue
99 Skyline Apartments 4700 Wimbelton Way
100 Hampton Inn & Suites - Annapolis 124 Womack Drive
101 Carlisle Commerce Center 2100 White Street
102 Glendale Medical Arts Center 1030 South Glendale Avenue
103 Batavia Wood Medical Center 845 West La Veta Avenue
104 Village Green Plaza Shopping Center 18500 Kuykendahl Road
105 South Bank Riverwalk Retail 111 West Crockett Street
106 Pickwick Apartments 3580 Pall Mall Drive
107 The Villas of Buena Vista Apartments (1M) 3906-3910 Buena Vista Street
108 The Parkview Apartments - TX (1M) 4105 McKinney Avenue
109 Madras Apartments (1M) 4220 Cole Avenue
110 Alexandria Apartments - TX (1M) 4408 Cole Avenue
111 Sandia Park (1M) 4428 Cole Avenue
112 4300 Travis Apartments (1M) 4300 Travis Street
113 Vista Quarters Condos (1M) 4339 Buena Vista Street
114 3131 Armstrong Condominiums (1M) 3131 Armstrong Avenue
115 The Essex (1M) 4418-4420 Cole Avenue
116 4431 Travis Street Apartments (1M) 4431 Travis Street
117 4432 Buena Vista Apartments (1M) 4432 Buena Vista Street
118 The Annex Apartments (1M) 4226 Cole Avenue
119 4319 Buena Vista Apartments (1M) 4319 Buena Vista Street
120 The Chase Apartments (1M) 4411 Buena Vista Street
121 Avalon Apartments (1M) 4331 Buena Vista Street
122 Point Breeze Apartments 488 Lemont Drive
123 Hidden Oaks Apartments 333 South Mock Road
124 El Monte Shopping Center Dunlap & North 19th Avenue
125 Casa Real Apartments 3816 North 83rd Avenue
126 The Plaza Apartments 2315-2335 East Tahquitz Canyon Way
127 Washington Square Shopping Center 2834 Washington Road
128 Beechnut Village Shopping Center 8145 Highway 6 South
129 Anaheim Mobile Estates 3050 West Ball Road
130 Westridge Marketplace 901 Smokey Park Highway
131 McGehee Park Apartments 3800 Governors Drive
132 Cypress Center 6847 - 6947 Katella Avenue
133 Best Western - Miramar 9310 Kearny Mesa Road
134 Garden City Tower 6120 Middlebelt Road
135 Tradewinds Apartments 1245 Palm Bay Road
136 Highland Country Estates 830 North Highway 17-92
<CAPTION>
# Property Name City County
<S> <C> <C> <C>
69 U-Haul - Copperfield (1J) Houston Harris
70 U-Haul - Hampton (1J) Hampton Hampton City
71 U-Haul - Lodi (1J) Lodi San Joaquin
72 Fashion Outlet Center Boaz Marshall
73 Tivoli Apartments Gainesville Alachua
74 Tetra - Chase Texas Bank Center The Woodlands Montgomery
75 1384-1450 Park Avenue (1K) Woonsocket Providence
76 Rojacks Supermarket/CVS Pharmacy (1K) Seekonk Bristol
77 Trucchi's Supermarket (1K) New Bedford Bristol
78 Campus Hills Shopping Center Churchville Hartford
79 Carrollton Place Apartments Carrollton Carroll
80 Welshwood Apartments Philadelphia Philadelphia
81 Summit Square Shopping Center Houston Harris
82 Park Ridge Apartments Fort Worth Tarrant
83 294-306A Harvard Street Brookline Norfolk
84 929 Pearl Street (1L) Boulder Boulder
85 2005 Tenth Street (1L) Boulder Boulder
86 Industrial Warehouse Torrance Los Angeles
87 Mesa Dunes Mobile Home Park Mesa Maricopa
88 Pleasant Hill Executive Park Pleasant Hill Contra Costa
89 Best Western - Stratford Inn Del Mar San Diego
90 Silverside-Carr Corporate Center Wilmington New Castle
91 Country Corners Apartments Columbus Franklin
92 Bell Palm Plaza Bell Los Angeles
93 Pleasant Run Apartments Lancaster Dallas
94 Chalet Apartments & Commercial Plaza Omaha Douglas
95 West Ashley Shoppes Shopping Center Charleston Charleston
96 Hampton Inn - Anchorage Anchorage Anchorage
97 Pacific Isle Apartments West Covina Los Angeles
98 Sunset Crest Apartments West Covina Los Angeles
99 Skyline Apartments Dallas Dallas
100 Hampton Inn & Suites - Annapolis Annapolis Anne Arundel
101 Carlisle Commerce Center York York
102 Glendale Medical Arts Center Glendale Los Angeles
103 Batavia Wood Medical Center Orange Orange
104 Village Green Plaza Shopping Center Spring Harris
105 South Bank Riverwalk Retail San Antonio Bexar
106 Pickwick Apartments Jacksonville Duval
107 The Villas of Buena Vista Apartments (1M) Dallas Dallas
108 The Parkview Apartments - TX (1M) Dallas Dallas
109 Madras Apartments (1M) Dallas Dallas
110 Alexandria Apartments - TX (1M) Dallas Dallas
111 Sandia Park (1M) Dallas Dallas
112 4300 Travis Apartments (1M) Dallas Dallas
113 Vista Quarters Condos (1M) Dallas Dallas
114 3131 Armstrong Condominiums (1M) Dallas Dallas
115 The Essex (1M) Dallas Dallas
116 4431 Travis Street Apartments (1M) Dallas Dallas
117 4432 Buena Vista Apartments (1M) Dallas Dallas
118 The Annex Apartments (1M) Dallas Dallas
119 4319 Buena Vista Apartments (1M) Dallas Dallas
120 The Chase Apartments (1M) Dallas Dallas
121 Avalon Apartments (1M) Dallas Dallas
122 Point Breeze Apartments Nashville Davidson
123 Hidden Oaks Apartments Albany Dougherty
124 El Monte Shopping Center Phoenix Maricopa
125 Casa Real Apartments Phoenix Maricopa
126 The Plaza Apartments Palm Springs Riverside
127 Washington Square Shopping Center Augusta Richmond
128 Beechnut Village Shopping Center Houston Harris
129 Anaheim Mobile Estates Anaheim Orange
130 Westridge Marketplace Candler Buncombe
131 McGehee Park Apartments Montgomery Montgomery
132 Cypress Center Cypress Orange
133 Best Western - Miramar San Diego San Diego
134 Garden City Tower Garden City Wayne
135 Tradewinds Apartments Melbourne Brevard
136 Highland Country Estates DeBary Volusia
<CAPTION>
# Property Name State Zip Code
<S> <C> <C> <C>
69 U-Haul - Copperfield (1J) TX 77095
70 U-Haul - Hampton (1J) VA 23666
71 U-Haul - Lodi (1J) CA 95240
72 Fashion Outlet Center AL 35957
73 Tivoli Apartments FL 32608
74 Tetra - Chase Texas Bank Center TX 77380
75 1384-1450 Park Avenue (1K) RI 02895
76 Rojacks Supermarket/CVS Pharmacy (1K) MA 02771
77 Trucchi's Supermarket (1K) MA 02741
78 Campus Hills Shopping Center MD 21028
79 Carrollton Place Apartments GA 30117
80 Welshwood Apartments PA 19114
81 Summit Square Shopping Center TX 77027
82 Park Ridge Apartments TX 76110
83 294-306A Harvard Street MA 02146
84 929 Pearl Street (1L) CO 80302
85 2005 Tenth Street (1L) CO 80302
86 Industrial Warehouse CA 90503
87 Mesa Dunes Mobile Home Park AZ 85207
88 Pleasant Hill Executive Park CA 94523
89 Best Western - Stratford Inn CA 92014
90 Silverside-Carr Corporate Center DE 19809
91 Country Corners Apartments OH 43220
92 Bell Palm Plaza CA 90201
93 Pleasant Run Apartments TX 75146
94 Chalet Apartments & Commercial Plaza NE 68164
95 West Ashley Shoppes Shopping Center SC 29407
96 Hampton Inn - Anchorage AK 99503
97 Pacific Isle Apartments CA 91791
98 Sunset Crest Apartments CA 91790
99 Skyline Apartments TX 75227
100 Hampton Inn & Suites - Annapolis MD 20401
101 Carlisle Commerce Center PA 17404
102 Glendale Medical Arts Center CA 91205
103 Batavia Wood Medical Center CA 92868
104 Village Green Plaza Shopping Center TX 77379
105 South Bank Riverwalk Retail TX 78205
106 Pickwick Apartments FL 32257
107 The Villas of Buena Vista Apartments (1M) TX 75204
108 The Parkview Apartments - TX (1M) TX 75204
109 Madras Apartments (1M) TX 75205
110 Alexandria Apartments - TX (1M) TX 75205
111 Sandia Park (1M) TX 75205
112 4300 Travis Apartments (1M) TX 75205
113 Vista Quarters Condos (1M) TX 75205
114 3131 Armstrong Condominiums (1M) TX 75205
115 The Essex (1M) TX 75205
116 4431 Travis Street Apartments (1M) TX 75205
117 4432 Buena Vista Apartments (1M) TX 75205
118 The Annex Apartments (1M) TX 75205
119 4319 Buena Vista Apartments (1M) TX 75205
120 The Chase Apartments (1M) TX 75205
121 Avalon Apartments (1M) TX 75205
122 Point Breeze Apartments TN 37216
123 Hidden Oaks Apartments GA 31705
124 El Monte Shopping Center AZ 85021
125 Casa Real Apartments AZ 85033
126 The Plaza Apartments CA 92262
127 Washington Square Shopping Center GA 30904
128 Beechnut Village Shopping Center TX 77083
129 Anaheim Mobile Estates CA 92804
130 Westridge Marketplace NC 28715
131 McGehee Park Apartments AL 36111
132 Cypress Center CA 90630
133 Best Western - Miramar CA 92126
134 Garden City Tower MI 48135
135 Tradewinds Apartments FL 32905
136 Highland Country Estates FL 32713
</TABLE>
<PAGE>
Managers and Locations of the Mortgaged Properties
<TABLE>
<CAPTION>
# Property Name Manager
<S> <C> <C>
137 The Highlands Apartments First Management Services, Inc.
138 8800 Roswell Road Office Park TI Asset Management, Inc.
139 Turf Mobile Manor Follett Investment Properties, Inc.
140 Oakwood Village Apartments BH Management Services, Inc.
141 La Salle Crossing Apartments Pro Management, Inc.
142 Wynnewood Greens Apartments Realty Resource Capital Corp.
143 Comfort Inn - Augusta Fine Hotels Corp.
144 220 Jackson Street BanCal Property Management
145 Weis Plaza Montgomery CV Realty Group
146 75 Canton Office Park TI Asset Management, Inc.
147 Capital Heights Shopping Center (2) Infinity Property Management Corp.
148 Emerald Center PacificWest Asset Management Corporation
149 NationsBank Office Building Wynco Realty Partners, Inc.
150 Pecos Trail Office Compound, Phase III The Office Court Companies, Inc. of Santa Fe
151 HealthSouth Medical Plaza Miller-Valentine Property Management, Inc.
152 Hampton Inn - Louisville Stonebridge Hospitality Services, Inc.
153 Holiday Inn - Augusta Fine Hotels Corp.
154 Nassau Bay Village Apartments Tarantino Properties, Inc.
155 West Knoll Apartments Mary M. Dudek
156 Best Western - San Mateo Los Prados Inn Owner Managed
157 Parkway Shopping Center Owner Managed
158 1600 Congress Street/343 Forest Avenue Commercial Properties, Inc.
159 Scenic View Apartments PMG Real Estate Management & Consulting
160 Mustang Crossing Apartments Wolverine Management, Inc.
161 Meadow Crossing Apartments Landmark Redevelopment, Inc.
162 Owens Corning Manufacturing Warehouse Weston Properties, LC
163 Daley Square Meissner Jacquet Investment Management
Services
164 Old Florida Plaza Mayer Realty, Inc.
165 Arrowhead Creekside Center Devman Company, LC
166 Holiday Inn - Clovis Summit Hotel Management Co., Inc.
167 3005 Peachtree Road Cartel Realty, Inc.
168 Hampton Inn - Columbus East Kantu R. Patel
169 Newport Towers Owner Managed
170 Mont Michel Apartments Gold Crest Property Management, Inc.
171 Soniat House Hotel The Soniat House Incorporated
172 Fairview Market Regency Realty Group, Inc.
173 Montclaire Apartments Sterling Investments, Inc.
174 Embassy Building Polinger Shannon & Luchs Company
175 Park Terrace Apartments Intervest Resources, Inc.
176 Westheimer Plaza Shopping Center REOC Property Services, LLC
177 129-133 West 29th Street HKSK Corp.
178 Woodspear/Vista Flores Apartments Woodspear Properties
179 Clarendon CVS TCS Realty Associates, Inc.
180 A Storage Place Phases I & II Hugh Anderson Realty, Inc.
181 135 Raritan Center Parkway SAI Management, Inc.
182 The Treasury Center Shafer Property Company, Inc.
183 Crescent View Apartments Barge Properties Management Company, Ltd.
184 Comfort Suites Intercontinental Plaza Raman S. Patel, Savita R. Patel, and Hiren R.
Patel
185 Cottonwood Medical & Dental Center Ravenwood Properties, Inc.
186 Blue Bell Shopping Center Rosen Associates Management Corp.
187 Sun Plaza Dunton Realty Company
188 Kirkland Business Center Trammell Crow Seattle, Inc.
189 Colima Plaza The Center Group
190 Kmart - Columbus Owner Managed
191 Briarwood Mobile Home Park Lakeshore Management, Inc.
192 Ohio Valley Nursing Home Owner Managed
193 Forest Edge Apartments Bayley Management, Inc.
194 Sonora Crossroads Albert D. Minoofar
195 Crystal Springs Apartments Owner Managed
196 Chateau Park Apartments Oakgrove Realty Services, Inc.
197 Scottsdale Air Park Owner Managed
198 Preston Royal Office Park Price-Edwards Hendersen and Company
199 Regent Place Office Building International Equities Management
200 Dale Terrace Apartments Owner Managed
201 Woodside Apartments Pro Management, Inc.
202 Virginia Dare Office Building Coreland Carlson
203 Rustic Ridge Apartments Charter Properties
204 Heritage Square Retail Center Albert D. Minoofar
<CAPTION>
# Property Name Address
<S> <C> <C>
137 The Highlands Apartments 4646 Nolensville Pike
138 8800 Roswell Road Office Park 8800 Roswell Road
139 Turf Mobile Manor 15601 North 19th Avenue
140 Oakwood Village Apartments 1521 37th Street
141 La Salle Crossing Apartments 1600 La Salle Drive
142 Wynnewood Greens Apartments 2415 Allenbrook Drive
143 Comfort Inn - Augusta 281 Civic Center Drive
144 220 Jackson Street 220 Jackson Street
145 Weis Plaza P.A. Route 222 & South Kemp Road
146 75 Canton Office Park 1335-1343 Canton Road
147 Capital Heights Shopping Center (2) 5355 Government Street
148 Emerald Center 1965 Foothill Boulevard
149 NationsBank Office Building 6625 Miami Lakes Drive
150 Pecos Trail Office Compound, Phase III 1701 and 1751 Old Pecos Trail
151 HealthSouth Medical Plaza 10615 Montgomery Road
152 Hampton Inn - Louisville 912 Dillon Road
153 Holiday Inn - Augusta 110 Community Road
154 Nassau Bay Village Apartments 18290 Upper Bay Road
155 West Knoll Apartments 260 Elkton Road
156 Best Western - San Mateo Los Prados Inn 2940 South Norfolk Street
157 Parkway Shopping Center 400 North Park Avenue
158 1600 Congress Street/343 Forest Avenue 1600 Congress Street/343 Forest Avenue
159 Scenic View Apartments 755 East Virginia Way
160 Mustang Crossing Apartments 1818 Mustang Drive
161 Meadow Crossing Apartments 8175 Meadow Road
162 Owens Corning Manufacturing Warehouse 1851 South Seguin Avenue
163 Daley Square 3755 Murphy Canyon Road
164 Old Florida Plaza 4505-4579 Pine Island Road
165 Arrowhead Creekside Center 7200 West Bell Road
166 Holiday Inn - Clovis 2700 East Mabry Drive
167 3005 Peachtree Road 3005 Peachtree Road
168 Hampton Inn - Columbus East 1890 Winderly Lane
169 Newport Towers 2 28th Street
170 Mont Michel Apartments 688 Riddle Road
171 Soniat House Hotel 1130 & 1133 Rue Chartres
172 Fairview Market 655 Fairview Road
173 Montclaire Apartments 5700 23rd Avenue East
174 Embassy Building 1424 16th Street, NW
175 Park Terrace Apartments 12351 Marshall Avenue
176 Westheimer Plaza Shopping Center 5757 Westheimer Road
177 129-133 West 29th Street 129-133 West 29th Street
178 Woodspear/Vista Flores Apartments 240 & 258 Las Flores Drive
179 Clarendon CVS 2900 North 10th Street
180 A Storage Place Phases I & II 2523 NW 6th Street & 101-127 NW 25th Avenue
181 135 Raritan Center Parkway 135 Raritan Center Parkway
182 The Treasury Center 10 Crested Butte Way
183 Crescent View Apartments 2924 Lucas Street
184 Comfort Suites Intercontinental Plaza 15555 JFK Boulevard
185 Cottonwood Medical & Dental Center 4301 North MacArthur Boulevard
186 Blue Bell Shopping Center Grovers Avenue & 70th Street
187 Sun Plaza 9116-9126 West Bowles Avenue
188 Kirkland Business Center 11807-11846 NE 112th Street & 11809 NE 116th
Street
189 Colima Plaza 20627 Golden Springs Drive
190 Kmart - Columbus 5436 Westerville Road
191 Briarwood Mobile Home Park 134 Ferne Lane
192 Ohio Valley Nursing Home 146 Nicolette Road
193 Forest Edge Apartments 4098 Fox Glove Lane
194 Sonora Crossroads 1191-1281 Sanguinetti Road
195 Crystal Springs Apartments 8502 North 67th Avenue
196 Chateau Park Apartments 83, 99 and 100 California Avenue
197 Scottsdale Air Park 16039-16059 North 82nd Street
198 Preston Royal Office Park 5924 & 5952 Royal Lane
199 Regent Place Office Building 1304 West Walnut Hill Lane
200 Dale Terrace Apartments 182 Dale Drive
201 Woodside Apartments 13660 C.F. Hawn Freeway
202 Virginia Dare Office Building 10470 Foothill Boulevard
203 Rustic Ridge Apartments 4284 Vineshire Drive
204 Heritage Square Retail Center 3300 East Tulare Avenue
<CAPTION>
# Property Name City County
<S> <C> <C> <C>
137 The Highlands Apartments Nashville Davidson
138 8800 Roswell Road Office Park Atlanta Fulton
139 Turf Mobile Manor Phoenix Maricopa
140 Oakwood Village Apartments Orange Orange
141 La Salle Crossing Apartments Sherman Grayson
142 Wynnewood Greens Apartments Allentown Lehigh
143 Comfort Inn - Augusta Augusta Kennebec
144 220 Jackson Street San Francisco San Francisco
145 Weis Plaza Kutztown Berks
146 75 Canton Office Park Marietta Cobb
147 Capital Heights Shopping Center (2) Baton Rouge East Baton Rouge
148 Emerald Center La Verne Los Angeles
149 NationsBank Office Building Miami Lakes Miami-Dade
150 Pecos Trail Office Compound, Phase III Santa Fe Santa Fe
151 HealthSouth Medical Plaza Cincinnati Hamilton
152 Hampton Inn - Louisville Louisville Boulder
153 Holiday Inn - Augusta Augusta Kennebec
154 Nassau Bay Village Apartments Houston Harris
155 West Knoll Apartments Newark New Castle
156 Best Western - San Mateo Los Prados Inn San Mateo San Mateo
157 Parkway Shopping Center Breckenridge Summit
158 1600 Congress Street/343 Forest Avenue Portland Cumberland
159 Scenic View Apartments Barstow San Bernardino
160 Mustang Crossing Apartments Richmond Fort Bend
161 Meadow Crossing Apartments Dallas Dallas
162 Owens Corning Manufacturing Warehouse New Braunfels Comal
163 Daley Square San Diego San Diego
164 Old Florida Plaza Sunrise Broward
165 Arrowhead Creekside Center Glendale Maricopa
166 Holiday Inn - Clovis Clovis Curry
167 3005 Peachtree Road Atlanta Fulton
168 Hampton Inn - Columbus East Pickerington Fairfield
169 Newport Towers Newport News None
170 Mont Michel Apartments Cincinnati Hamilton
171 Soniat House Hotel New Orleans Orleans
172 Fairview Market Simpsonville Greenville
173 Montclaire Apartments Fife Pierce
174 Embassy Building Washington District of Columbia
175 Park Terrace Apartments Chino San Bernardino
176 Westheimer Plaza Shopping Center Houston Harris
177 129-133 West 29th Street New York Manhattan
178 Woodspear/Vista Flores Apartments San Marcos San Diego
179 Clarendon CVS Arlington Arlington
180 A Storage Place Phases I & II Ft. Lauderdale Broward
181 135 Raritan Center Parkway Edison Middlesex
182 The Treasury Center Mt. Crested Butte Gunnison
183 Crescent View Apartments Dallas Dallas
184 Comfort Suites Intercontinental Plaza Houston Harris
185 Cottonwood Medical & Dental Center Irving Dallas
186 Blue Bell Shopping Center Philadelphia Philadelphia
187 Sun Plaza Littleton Jefferson
188 Kirkland Business Center Kirkland King
189 Colima Plaza Diamond Bar Los Angeles
190 Kmart - Columbus Columbus Franklin
191 Briarwood Mobile Home Park Lake Worth Palm Beach
192 Ohio Valley Nursing Home Parkersburg Wood
193 Forest Edge Apartments Columbus Franklin
194 Sonora Crossroads Sonora Tuolumne
195 Crystal Springs Apartments Glendale Maricopa
196 Chateau Park Apartments St. Paul Ramsey
197 Scottsdale Air Park Scottsdale Maricopa
198 Preston Royal Office Park Dallas Dallas
199 Regent Place Office Building Irving Dallas
200 Dale Terrace Apartments Kent Portage
201 Woodside Apartments Dallas Dallas
202 Virginia Dare Office Building Rancho Cucamonga San Bernardino
203 Rustic Ridge Apartments Columbus Franklin
204 Heritage Square Retail Center Fresno Fresno
<CAPTION>
# Property Name State Zip Code
<S> <C> <C> <C>
137 The Highlands Apartments TN 37211
138 8800 Roswell Road Office Park GA 30350
139 Turf Mobile Manor AZ 85023
140 Oakwood Village Apartments TX 77630
141 La Salle Crossing Apartments TX 75090
142 Wynnewood Greens Apartments PA 18103
143 Comfort Inn - Augusta ME 04330
144 220 Jackson Street CA 94111
145 Weis Plaza PA 19530
146 75 Canton Office Park GA 30066
147 Capital Heights Shopping Center (2) LA 70806
148 Emerald Center CA 91750
149 NationsBank Office Building FL 33014
150 Pecos Trail Office Compound, Phase III NM 87505
151 HealthSouth Medical Plaza OH 45242
152 Hampton Inn - Louisville CO 80027
153 Holiday Inn - Augusta ME 04330
154 Nassau Bay Village Apartments TX 77058
155 West Knoll Apartments DE 19711
156 Best Western - San Mateo Los Prados Inn CA 94403
157 Parkway Shopping Center CO 80424
158 1600 Congress Street/343 Forest Avenue ME Various
159 Scenic View Apartments CA 92311
160 Mustang Crossing Apartments TX 77469
161 Meadow Crossing Apartments TX 75231
162 Owens Corning Manufacturing Warehouse TX 78130
163 Daley Square CA 92123
164 Old Florida Plaza FL 33351
165 Arrowhead Creekside Center AZ 85308
166 Holiday Inn - Clovis NM 88101
167 3005 Peachtree Road GA 30305
168 Hampton Inn - Columbus East OH 43147
169 Newport Towers VA 23607
170 Mont Michel Apartments OH 45220
171 Soniat House Hotel LA 70116
172 Fairview Market SC 29680
173 Montclaire Apartments WA 98424
174 Embassy Building DC 20036
175 Park Terrace Apartments CA 91710
176 Westheimer Plaza Shopping Center TX 77057
177 129-133 West 29th Street NY 10001
178 Woodspear/Vista Flores Apartments CA 92069
179 Clarendon CVS VA 22201
180 A Storage Place Phases I & II FL 33311
181 135 Raritan Center Parkway NJ 08837
182 The Treasury Center CO 81225
183 Crescent View Apartments TX 75219
184 Comfort Suites Intercontinental Plaza TX 77032
185 Cottonwood Medical & Dental Center TX 75038
186 Blue Bell Shopping Center PA 19153
187 Sun Plaza CO 80123
188 Kirkland Business Center WA 98033
189 Colima Plaza CA 91789
190 Kmart - Columbus OH 43081
191 Briarwood Mobile Home Park FL 33467
192 Ohio Valley Nursing Home WV 26101
193 Forest Edge Apartments OH 43230
194 Sonora Crossroads CA 95370
195 Crystal Springs Apartments AZ 85302
196 Chateau Park Apartments MN 55117
197 Scottsdale Air Park AZ 85260
198 Preston Royal Office Park TX 75230
199 Regent Place Office Building TX 75038
200 Dale Terrace Apartments OH 44240
201 Woodside Apartments TX 75253
202 Virginia Dare Office Building CA 91730
203 Rustic Ridge Apartments OH 43227
204 Heritage Square Retail Center CA 93701
</TABLE>
<PAGE>
Managers and Locations of the Mortgaged Properties
<TABLE>
<CAPTION>
# Property Name Manager
<S> <C> <C>
205 Kessel Food Market - Flushing (1N) Owner Managed
206 Kessel Food Market - Grand Blanc (1N) Owner Managed
207 178-188 Middle Street Owner Managed
208 350 Raritan Center Parkway SAI Management, Inc.
209 El San Juan Mobile Home Park Follett Investment Properties, Inc.
210 Meadowood Apartments Intervest Resources, Inc.
211 Country Club Corner Retail Center Westar Real Property Services, Inc.
212 Vagabond Apartments Joe E. Gossib Realty Co.
213 Esprit Office Building Kucera Management, Inc.
214 Mission Plaza Prudential Hunter Property Management
215 Broussard Village Shopping Center Huntington Properties, Inc.
216 Another Attic Self Storage Another Attic Ltd.
217 Raintree Apartments Charter Properties
218 Jeffco Plaza Owner Managed
219 Ramada Inn - Chatsworth Brighton Management, LLC
220 Preston Plaza Shafer Property Company, Inc.
221 U.S. Storage Centers Westport Properties
222 Comfort Inn - San Jose Owner Managed
223 A-1 Mini Storage Intervest Resources, Inc.
224 Sandpiper Apartments Rodberg Property Management, Inc.
225 Plantation Xtra Storage Mini Warehouse Management, Inc.
226 Perimeter Plaza Shopping Center Founders Real Estate Investment Trust
227 Red Oak Apartments (1O) Owner Managed
228 Diplomat Apartments (1O) Owner Managed
229 Waterston Apartments (1O) Owner Managed
230 Montage Apartments (1O) Owner Managed
231 Melroy Apartments (1O) Owner Managed
232 Envoy Apartments (1O) Owner Managed
233 Sixth & Gass Office Building Gala Gorman, CPA CFP
234 Rancho Los Amigos Town West Realty II, Inc.
235 Savemart Shopping Center Gallagher & Miersh, Inc.
236 Glenwood Apartments Owner Managed
237 Georgian Court/Woodside Apartments Owner Managed
238 Everhart Place Apartments DBH Management, Inc.
239 West 34th Self Storage Another Attic Ltd.
240 Regency Apartments Owner Managed
241 Corona Industrial Center Martin Associates Brokerage of Corona
242 North American/Lazy "R" Manufactured Housing Communities Lakeshore Management, Inc.
243 Harmony Mobile Home Park Owner Managed
244 Dunshire Gardens Apartments (1P) Holabird Management Company
245 Alpine Gardens Apartments (1P) Holabird Management Company
246 Delvale Apartments (1P) Holabird Management Company
247 The Northwest Medical Plaza Shopping Center Owner Managed
248 Kingsley Business Center Americo Real Estate, Ltd.
249 OfficeMax Schur Management Company, Ltd.
250 Rutherford Place Kemp Management, Inc.
251 The Woods II Office Buildings Kucera Management, Inc.
252 Greenville Avenue B & G Scott Cain
253 Boulder Ridge Apartments Precision Property Management, Inc.
254 Spring Gardens Apartments Owner Managed
255 The Admiral Apartments & The Drake Apartments Jean K. Shumaker
256 Heritage Apartments Joe E. Gossib Realty Co.
257 Montgomery Village Executive Plaza Phase I Realty Management Company
258 Orchard Lake Mini-Storage Princeton Enterprises, L.L.C.
259 Parker Road Retail BPI Realty Services
260 Smith Shopping Center Owner Managed
261 Rivermont Park Wilson/Kibler, Inc. & AAC Management, Inc.
262 SecurCare of Colorado Springs SecurCare Self Storage, Inc.
263 Free Street Office Building Fore River Company
264 Maple Valley Plaza Owner Managed
265 Crestview Apartments Harvest Properties, LLC
266 Cedar Lakes Apartments Weigand-Omega Management, Inc.
267 Rose Garden Apartments Joe E. Gossib Realty Co.
268 Kmart - Charleston Owner Managed
269 Edelweiss Apartments Full Life, Inc.
270 The Wachler Building Owner Managed
271 CTC II Building O'Connor Development, LLC
272 Autumn Ridge Apartments Wolverine Management, Inc.
<CAPTION>
# Property Name Address
<S> <C> <C>
205 Kessel Food Market - Flushing (1N) 1542 East Pierson Road
206 Kessel Food Market - Grand Blanc (1N) 5186 Fenton Road
207 178-188 Middle Street 178-188 Middle Street
208 350 Raritan Center Parkway 350 Raritan Center Parkway
209 El San Juan Mobile Home Park 10810 North 91st Avenue
210 Meadowood Apartments 634 East Alosta Avenue
211 Country Club Corner Retail Center 1612-1642 North College Avenue
212 Vagabond Apartments 35-38 Kimmig Avenue
213 Esprit Office Building 515 Capital of Texas Highway
214 Mission Plaza 1512 North H Street
215 Broussard Village Shopping Center LA Highway 182 & La Neuville Road
216 Another Attic Self Storage 4600 Bell Street
217 Raintree Apartments 5670 Raintree Place
218 Jeffco Plaza 1661 and 1671 South Research Loop
219 Ramada Inn - Chatsworth 21340 Devonshire Street
220 Preston Plaza 19129 Preston Road
221 U.S. Storage Centers 550 South Richfield Road
222 Comfort Inn - San Jose 2118 The Alameda
223 A-1 Mini Storage 4918 West First Street
224 Sandpiper Apartments 200-240 Croton Avenue
225 Plantation Xtra Storage 8459 NW 17th Court
226 Perimeter Plaza Shopping Center 1245 East Spring Street
227 Red Oak Apartments (1O) 2104 San Gabriel Street
228 Diplomat Apartments (1O) 1911 San Gabriel Street
229 Waterston Apartments (1O) 1814 Waterston Avenue
230 Montage Apartments (1O) 2812 Rio Grande Street
231 Melroy Apartments (1O) 3408 Speedway Boulevard
232 Envoy Apartments (1O) 2108 San Gabriel Avenue
233 Sixth & Gass Office Building 732 South 6th Street
234 Rancho Los Amigos 600 West Orange Grove Road
235 Savemart Shopping Center 2931 Harbor Street
236 Glenwood Apartments 9225 West Sam Houston Parkway South
237 Georgian Court/Woodside Apartments 2400 Oneida Street
238 Everhart Place Apartments 5855 Everhart Road
239 West 34th Self Storage 7409 West 34th Avenue
240 Regency Apartments 370 East 11th Avenue
241 Corona Industrial Center 226-232 North Sherman Avenue
242 North American/Lazy "R" Manufactured Housing Communities 1801 South Jefferson Road/1602 East 2nd
Avenue
243 Harmony Mobile Home Park 66 West Alexandersville Bellbook Road
244 Dunshire Gardens Apartments (1P) 7101-7107 Dunshire Way
245 Alpine Gardens Apartments (1P) 400-402 Essex Avenue
246 Delvale Apartments (1P) 14-22 Court Pleasant
247 The Northwest Medical Plaza Shopping Center 820 F.M. 1960 West
248 Kingsley Business Center 2714-2734 West Kingsley Road
249 OfficeMax 2255 South MacArthur Drive
250 Rutherford Place 1601 Rutherford Lane
251 The Woods II Office Buildings 8500 North MoPac Expressway
252 Greenville Avenue B & G 2815-2831 Greenville Avenue
253 Boulder Ridge Apartments 78 50th Street
254 Spring Gardens Apartments 1714 Wirt Road
255 The Admiral Apartments & The Drake Apartments 3025 and 3060 North Meridian Street
256 Heritage Apartments 412-424 Hudson Street
257 Montgomery Village Executive Plaza Phase I 19630-19644 Club House Road
258 Orchard Lake Mini-Storage 4230 Orchard Lake Road
259 Parker Road Retail 6500 North Freeway
260 Smith Shopping Center 4923-5000 West 95th Street
261 Rivermont Park 350-600 Rivermont Drive
262 SecurCare of Colorado Springs 1545 South Nevada Avenue & 320 East St. Elmo
Avenue
263 Free Street Office Building 22 Free Street
264 Maple Valley Plaza 245 Maple Street
265 Crestview Apartments 62 Treat Street
266 Cedar Lakes Apartments 1900 South Rock Road
267 Rose Garden Apartments 401-407 Passaic Street
268 Kmart - Charleston 6531 MacCorkle Avenue SE
269 Edelweiss Apartments 845 U.S. Highway 81 West
270 The Wachler Building 100 South Old Woodward Avenue
271 CTC II Building 382 South Arthur Avenue
272 Autumn Ridge Apartments 501 Massey Tompkins Road
<CAPTION>
# Property Name City County
<S> <C> <C> <C>
205 Kessel Food Market - Flushing (1N) Flushing Genesee
206 Kessel Food Market - Grand Blanc (1N) Grand Blanc Genesee
207 178-188 Middle Street Portland Cumberland
208 350 Raritan Center Parkway Edison Middlesex
209 El San Juan Mobile Home Park Peoria Maricopa
210 Meadowood Apartments Glendora Los Angeles
211 Country Club Corner Retail Center Fort Collins Larimer
212 Vagabond Apartments Lodi Bergen
213 Esprit Office Building Austin Travis
214 Mission Plaza Lompoc Santa Barbara
215 Broussard Village Shopping Center Broussard Lafayette
216 Another Attic Self Storage Amarillo Randall
217 Raintree Apartments Columbus Franklin
218 Jeffco Plaza Tucson Pima
219 Ramada Inn - Chatsworth Chatsworth Los Angeles
220 Preston Plaza Dallas Dallas
221 U.S. Storage Centers Placentia Orange
222 Comfort Inn - San Jose San Jose Santa Clara
223 A-1 Mini Storage Santa Ana Orange
224 Sandpiper Apartments Lantana Palm Beach
225 Plantation Xtra Storage Plantation Broward
226 Perimeter Plaza Shopping Center Cookeville Putnam
227 Red Oak Apartments (1O) Austin Travis
228 Diplomat Apartments (1O) Austin Travis
229 Waterston Apartments (1O) Austin Travis
230 Montage Apartments (1O) Austin Travis
231 Melroy Apartments (1O) Austin Travis
232 Envoy Apartments (1O) Austin Travis
233 Sixth & Gass Office Building Las Vegas Clark
234 Rancho Los Amigos Tucson Pima
235 Savemart Shopping Center Pittsburg Contra Costa
236 Glenwood Apartments Houston Harris
237 Georgian Court/Woodside Apartments Utica Oneida
238 Everhart Place Apartments Corpus Christi Nueces
239 West 34th Self Storage Amarillo Randall
240 Regency Apartments Denver Denver
241 Corona Industrial Center Corona Riverside
242 North American/Lazy "R" Manufactured Housing Communities Indianola Warren
243 Harmony Mobile Home Park West Carrollton Montgomery
244 Dunshire Gardens Apartments (1P) Dundalk Baltimore
245 Alpine Gardens Apartments (1P) Essex Baltimore
246 Delvale Apartments (1P) Dundalk Baltimore
247 The Northwest Medical Plaza Shopping Center Houston Harris
248 Kingsley Business Center Garland Dallas
249 OfficeMax Alexandria Rapides
250 Rutherford Place Austin Travis
251 The Woods II Office Buildings Austin Travis
252 Greenville Avenue B & G Dallas Dallas
253 Boulder Ridge Apartments Wyoming Kent
254 Spring Gardens Apartments Houston Harris
255 The Admiral Apartments & The Drake Apartments Indianapolis Marion
256 Heritage Apartments Hackensack Bergen
257 Montgomery Village Executive Plaza Phase I Gaithersburg Montgomery
258 Orchard Lake Mini-Storage Orchard Lake Oakland
259 Parker Road Retail Houston Harris
260 Smith Shopping Center Oak Lawn Cook
261 Rivermont Park Columbia Richland
262 SecurCare of Colorado Springs Colorado Springs El Paso
263 Free Street Office Building Portland Cumberland
264 Maple Valley Plaza Manchester Hillsborough
265 Crestview Apartments West Haven New Haven
266 Cedar Lakes Apartments Wichita Sedgwick
267 Rose Garden Apartments Hackensack Bergen
268 Kmart - Charleston Charleston Kanawha
269 Edelweiss Apartments New Braunfels Comal
270 The Wachler Building Birmingham Oakland
271 CTC II Building Louisville Boulder
272 Autumn Ridge Apartments Baytown Harris
<CAPTION>
# Property Name State Zip Code
<S> <C> <C> <C>
205 Kessel Food Market - Flushing (1N) MI 48433
206 Kessel Food Market - Grand Blanc (1N) MI 48430
207 178-188 Middle Street ME 04101
208 350 Raritan Center Parkway NJ 08837
209 El San Juan Mobile Home Park AZ 85345
210 Meadowood Apartments CA 91740
211 Country Club Corner Retail Center CO 80524
212 Vagabond Apartments NJ 07644
213 Esprit Office Building TX 78746
214 Mission Plaza CA 93436
215 Broussard Village Shopping Center LA 70518
216 Another Attic Self Storage TX 79109
217 Raintree Apartments OH 43229
218 Jeffco Plaza AZ 85710
219 Ramada Inn - Chatsworth CA 91311
220 Preston Plaza TX 75252
221 U.S. Storage Centers CA 92870
222 Comfort Inn - San Jose CA 95126
223 A-1 Mini Storage CA 92703
224 Sandpiper Apartments FL 33462
225 Plantation Xtra Storage FL 33322
226 Perimeter Plaza Shopping Center TN 38501
227 Red Oak Apartments (1O) TX 78705
228 Diplomat Apartments (1O) TX 78705
229 Waterston Apartments (1O) TX 78703
230 Montage Apartments (1O) TX 78705
231 Melroy Apartments (1O) TX 78705
232 Envoy Apartments (1O) TX 78705
233 Sixth & Gass Office Building NV 89101
234 Rancho Los Amigos AZ 85704
235 Savemart Shopping Center CA 94565
236 Glenwood Apartments TX 77099
237 Georgian Court/Woodside Apartments NY 13501
238 Everhart Place Apartments TX 78413
239 West 34th Self Storage TX 79109
240 Regency Apartments CO 80203
241 Corona Industrial Center CA 91720
242 North American/Lazy "R" Manufactured Housing Communities IA 50125
243 Harmony Mobile Home Park OH 45449
244 Dunshire Gardens Apartments (1P) MD 21222
245 Alpine Gardens Apartments (1P) MD 21221
246 Delvale Apartments (1P) MD 21222
247 The Northwest Medical Plaza Shopping Center TX 77090
248 Kingsley Business Center TX 75041
249 OfficeMax LA 71301
250 Rutherford Place TX 78754
251 The Woods II Office Buildings TX 78759
252 Greenville Avenue B & G TX 75246
253 Boulder Ridge Apartments MI 49548
254 Spring Gardens Apartments TX 77055
255 The Admiral Apartments & The Drake Apartments IN 46208
256 Heritage Apartments NJ 07601
257 Montgomery Village Executive Plaza Phase I MD 20886
258 Orchard Lake Mini-Storage MI 48323
259 Parker Road Retail TX 77076
260 Smith Shopping Center IL 60453
261 Rivermont Park SC 29210
262 SecurCare of Colorado Springs CO 80906
263 Free Street Office Building ME 04101
264 Maple Valley Plaza NH 03103
265 Crestview Apartments CT 06516
266 Cedar Lakes Apartments KS 67207
267 Rose Garden Apartments NJ 07601
268 Kmart - Charleston WV 25304
269 Edelweiss Apartments TX 78130
270 The Wachler Building MI 48009
271 CTC II Building CO 80027
272 Autumn Ridge Apartments TX 77521
</TABLE>
<PAGE>
Managers and Locations of the Mortgaged Properties
<TABLE>
<CAPTION>
# Property Name Manager
<S> <C> <C>
273 Diversey & Sheffield Plaza M & J Wilkow Management Corporation
274 The Pinger Building Harkavy Management Services, Inc.
275 Elden Professional Building Nazu Tex International America, Ltd.
276 Orangetree Apartments Owner Managed
277 Silver Cliff Apartments Model Management, Inc.
278 Granada Plaza EquiFirst Realty Services, Inc.
279 Summitwood Village Apartments Carabetta Management Co.
280 2221 Lee Road Office Building Fulcrum Properties, Inc.
281 All American Mini Storage CSM Corporation
282 201 Commonwealth Court Owner Managed
283 Olde Oaks Apartments JMG Realty, Inc.
284 Bouganvillas Apartments Diversified Managed Investments, Inc.
285 Martin Mobile Home Park Owner Managed
286 Ellendale Place Apartments Owner Managed
287 Kessel Food Market - Saginaw Owner Managed
288 Talbot Center Owner Managed
289 Circle K Mobile Home Park Follett Investment Properties, Inc.
290 Strawberry Hill Apartments Owner Managed
291 McGeordan Apartments Shaner Development Corp.
292 Camel Toe Plaza Shopping Center Real Estate Systems, Inc.
293 Washington Park Offices Shelter West, Inc.
294 Denway Circle Apartments Princeton Management Company
295 Oxford Village Apartments Cormorant Co., Inc.
296 Space Saver #8 Self-Storage Facility Richard Grant Company
297 Food City Retail Center Owner Managed
298 Meadowood I Apartments Owner Managed
299 Windy Hill Apartments Owner Managed
300 Northgate Plaza Dana Butcher Associates
301 Lone Mountain Mobile Home Park Owner Managed
302 Ogden Apartments Marc P. Levine
303 Oak Lawn Square M & J Wilkow Management Corporation
304 Flat Iron Building Owner Managed
305 Baymar Apartments Harvest Properties, LLC
306 Texas City Medical Office Building (1Q) Kalee Investments
307 Hollyvale Apartments (1Q) Kalee Investments
308 Grandin Village Apartments Owner Managed
309 Riverview Estates Mobile Home Park Owner Managed
310 Tree Top Apartments Owner Managed
311 871 Islington Street Great Works Properties, Inc.
312 Westwood Apartments Owner Managed
313 Territorial Village (1R) Greco Rentals Management Co., LLC
314 Telshor Tower Plaza (1R) Greco Rentals Management Co., LLC
315 Congress Building Owner Managed
316 Continental House Apartments Owner Managed
317 Affordable Self Storage Owner Managed
318 Iroquois Apartments Owner Managed
319 Bay Palm Apartments Howard S. Weinstein, P.A.
320 969 & 971 Amsterdam Avenue Owner Managed
321 59-15 55th Street Owner Managed
322 Chesterfield/Eula Apartments Owner Managed
323 Carillon Retail Center Scowden Real Estate
324 Pine Street Apartments & Blossom Street Apartments Owner Managed
325 Penn State Office Building Owner Managed
326 Autumn Run Apartments Summit Realty Services, Inc.
327 Pullman Park Apartments Madison Commercial Group
328 Spanish Oaks Apartments Owner Managed
329 Ballenger Manor Apartments Owner Managed
330 Allen Avenue Apartments Owner Managed
331 Skyline Mall Owner Managed
332 James Road Medical Center Welsh Companies
333 Rebecca Apartments Owner Managed
334 The Homestead Apartments Anthem Residential Asset Management
335 Corona Avenue Apartments Owner Managed
336 Sandstone Apartments Madison Commercial Group
337 Lynn Villa Apartments Owner Managed
338 Savannah Apartments Kalee Investments
339 Vienna Terrace Apartments BH Management Services, Inc.
340 Alexandria Apartments - CO Cornerstone Management Co.
<CAPTION>
# Property Name Address
<S> <C> <C>
273 Diversey & Sheffield Plaza 933-949 West Diversey Parkway
274 The Pinger Building 708 Walnut Street
275 Elden Professional Building 209 Elden Street
276 Orangetree Apartments 4220 East Almeria Road & 1707, 1713 and 1717
North 42nd Street
277 Silver Cliff Apartments 3375 McHenry Avenue
278 Granada Plaza 362 Granada Boulevard
279 Summitwood Village Apartments 200, 254, 261, 276, 277, 285 and 290 Sam's
Road
280 2221 Lee Road Office Building 2221 Lee Road
281 All American Mini Storage 1777 West 68th Avenue
282 201 Commonwealth Court 201 Commonwealth Court
283 Olde Oaks Apartments 140 Lakeview Drive
284 Bouganvillas Apartments 1500-1650 NW 4th Avenue
285 Martin Mobile Home Park 4055 South Avenue
286 Ellendale Place Apartments 2659 Ellendale Place
287 Kessel Food Market - Saginaw 3430 State Street
288 Talbot Center 1100 Commerce Drive
289 Circle K Mobile Home Park 4487 East Lake Mead Boulevard
290 Strawberry Hill Apartments 1500 Strawberry Road
291 McGeordan Apartments 247 North Main Street
292 Camel Toe Plaza Shopping Center 900 Camel Drive
293 Washington Park Offices 3700 Russell Street
294 Denway Circle Apartments 544 Denway Circle
295 Oxford Village Apartments 2911-2951 Seymour Lake Road
296 Space Saver #8 Self-Storage Facility 6333 South Loop East
297 Food City Retail Center 420 East Southen Avenue & 1119 South Mesa
Drive
298 Meadowood I Apartments 5332 Buttercup Lane
299 Windy Hill Apartments 120, 130, 140, 160 and 162 Chalfont Drive
300 Northgate Plaza 219-225 and 247-293 Academy Avenue
301 Lone Mountain Mobile Home Park 493 Hot Springs Road
302 Ogden Apartments 1274 Ogden Street & 1010 East 13th Avenue
303 Oak Lawn Square 5701-5721 West 95th Street
304 Flat Iron Building 20 Battery Park Avenue
305 Baymar Apartments 94 Gaylord Street
306 Texas City Medical Office Building (1Q) 6504 and 6518 Memorial Drive
307 Hollyvale Apartments (1Q) 423 and 427 Hollyvale Drive
308 Grandin Village Apartments 1720 Grandin Road
309 Riverview Estates Mobile Home Park 98 Teynor Estates
310 Tree Top Apartments 4207 Bowser Avenue
311 871 Islington Street 871 Islington Street
312 Westwood Apartments 1-40 Westwood Drive
313 Territorial Village (1R) 2460 Locust Drive
314 Telshor Tower Plaza (1R) 755 Telshor Boulevard
315 Congress Building 3525-35 Broadway
316 Continental House Apartments 5845 North Mesa
1239 Teasley Lane & 1029 Shady Oaks & 309 and
317 Affordable Self Storage 518 Smith Street
318 Iroquois Apartments 946 SW 4th Street
319 Bay Palm Apartments 2185 NE 123 Street
320 969 & 971 Amsterdam Avenue 969 & 971 Amsterdam Avenue
321 59-15 55th Street 59-15 55th Street
322 Chesterfield/Eula Apartments 1216 Chesterfield Avenue
323 Carillon Retail Center 9200 North Lamar Boulevard
324 Pine Street Apartments & Blossom Street Apartments 208 and 210 Pine Street & 18-20 and 22-24
Blossom Street
325 Penn State Office Building 7330 East Earll Drive
326 Autumn Run Apartments 505-515 Surrey Avenue
327 Pullman Park Apartments 406 East Elm Street
328 Spanish Oaks Apartments 407 East 45th Street
329 Ballenger Manor Apartments 809 South Ballenger Road
330 Allen Avenue Apartments 53-57 Allen Avenue
331 Skyline Mall 380 Daniel Webster Highway
332 James Road Medical Center 407 James Road
333 Rebecca Apartments 9707 Timberside Drive
334 The Homestead Apartments 809-811 East Armour Boulevard
335 Corona Avenue Apartments 110-50 and 110-52 Corona Avenue
336 Sandstone Apartments 4945 Capitol Avenue
337 Lynn Villa Apartments 1310 School Road
338 Savannah Apartments 1606 Avenue N
339 Vienna Terrace Apartments 150 South Main Street
340 Alexandria Apartments - CO 1465 Elm Street
<CAPTION>
# Property Name City County
<S> <C> <C> <C>
273 Diversey & Sheffield Plaza Chicago Cook
274 The Pinger Building Cincinnati Hamilton
275 Elden Professional Building Herndon Fairfax
276 Orangetree Apartments Phoenix Maricopa
277 Silver Cliff Apartments Cincinnati Hamilton
278 Granada Plaza Ormond Beach Volusia
279 Summitwood Village Apartments Meriden New Haven
280 2221 Lee Road Office Building Winter Park Orange
281 All American Mini Storage Denver Adams
282 201 Commonwealth Court Cary Wake
283 Olde Oaks Apartments Clute Brazoria
284 Bouganvillas Apartments Boca Raton Palm Beach
285 Martin Mobile Home Park Boardman Mahoning
286 Ellendale Place Apartments Los Angeles Los Angeles
287 Kessel Food Market - Saginaw Saginaw Saginaw
288 Talbot Center Peachtree City Fayette
289 Circle K Mobile Home Park Las Vegas Clark
290 Strawberry Hill Apartments Pasadena Harris
291 McGeordan Apartments Wellsville Allegany
292 Camel Toe Plaza Shopping Center Gillette Campbell
293 Washington Park Offices Missoula Missoula
294 Denway Circle Apartments Kalamazoo Kalamazoo
295 Oxford Village Apartments Oxford Township Oakland
296 Space Saver #8 Self-Storage Facility Houston Harris
297 Food City Retail Center Mesa Maricopa
298 Meadowood I Apartments Indianapolis Marion
299 Windy Hill Apartments Athens Clarke
300 Northgate Plaza Sanger Fresno
301 Lone Mountain Mobile Home Park Carson City Ormsby
302 Ogden Apartments Denver Denver
303 Oak Lawn Square Oak Lawn Cook
304 Flat Iron Building Asheville Buncombe
305 Baymar Apartments Bristol Hartford
306 Texas City Medical Office Building (1Q) Texas City Galveston
307 Hollyvale Apartments (1Q) Houston Harris
308 Grandin Village Apartments Roanoke Roanoke
309 Riverview Estates Mobile Home Park Bucyrus Crawford
310 Tree Top Apartments Dallas Dallas
311 871 Islington Street Portsmouth Rockingham
312 Westwood Apartments Plattsburgh Clinton
313 Territorial Village (1R) Las Cruces Dona Ana
314 Telshor Tower Plaza (1R) Las Cruces Dona Ana
315 Congress Building Kansas City Jackson
316 Continental House Apartments El Paso El Paso
317 Affordable Self Storage Denton Denton
318 Iroquois Apartments Miami Dade
319 Bay Palm Apartments Miami Dade
320 969 & 971 Amsterdam Avenue New York New York
321 59-15 55th Street Maspeth Queens
322 Chesterfield/Eula Apartments Lancaster Lancaster
323 Carillon Retail Center Austin Travis
324 Pine Street Apartments & Blossom Street Apartments Nashua Hillsborough
325 Penn State Office Building Scottsdale Maricopa
326 Autumn Run Apartments Winslow Camden
327 Pullman Park Apartments Gatesville Coryell
328 Spanish Oaks Apartments Austin Travis
329 Ballenger Manor Apartments Flint Genesee
330 Allen Avenue Apartments Portland Cumberland
331 Skyline Mall Merrimack Hillsborough
332 James Road Medical Center Columbus Franklin
333 Rebecca Apartments Houston Harris
334 The Homestead Apartments Kansas City Jackson
335 Corona Avenue Apartments Corona Queens
336 Sandstone Apartments Dallas Dallas
337 Lynn Villa Apartments Carrollton Dallas
338 Savannah Apartments South Houston Harris
339 Vienna Terrace Apartments Euless Tarrant
340 Alexandria Apartments - CO Denver Denver
<CAPTION>
# Property Name State Zip Code
<S> <C> <C> <C>
273 Diversey & Sheffield Plaza IL 60614
274 The Pinger Building OH 45202
275 Elden Professional Building VA 22070
276 Orangetree Apartments AZ 85008
277 Silver Cliff Apartments OH 45225
278 Granada Plaza FL 32174
279 Summitwood Village Apartments CT 06451
280 2221 Lee Road Office Building FL 32789
281 All American Mini Storage CO 80221
282 201 Commonwealth Court NC 27511
283 Olde Oaks Apartments TX 77531
284 Bouganvillas Apartments FL 33432
285 Martin Mobile Home Park OH 44512
286 Ellendale Place Apartments CA 90007
287 Kessel Food Market - Saginaw MI 48602
288 Talbot Center GA 30269
289 Circle K Mobile Home Park NV 89115
290 Strawberry Hill Apartments TX 77502
291 McGeordan Apartments NY 14895
292 Camel Toe Plaza Shopping Center WY 82176
293 Washington Park Offices MT 59801
294 Denway Circle Apartments MI 49008
295 Oxford Village Apartments MI 48371
296 Space Saver #8 Self-Storage Facility TX 77087
297 Food City Retail Center AZ 85204
298 Meadowood I Apartments IN 46224
299 Windy Hill Apartments GA 30603
300 Northgate Plaza CA 93657
301 Lone Mountain Mobile Home Park NV 89706
302 Ogden Apartments CO 80218
303 Oak Lawn Square IL 60453
304 Flat Iron Building NC 28801
305 Baymar Apartments CT 06010
306 Texas City Medical Office Building (1Q) TX 75591
307 Hollyvale Apartments (1Q) TX 77060
308 Grandin Village Apartments VA 24015
309 Riverview Estates Mobile Home Park OH 44820
310 Tree Top Apartments TX 75219
311 871 Islington Street NH 03801
312 Westwood Apartments NY 12901
313 Territorial Village (1R) NM 88001
314 Telshor Tower Plaza (1R) NM 88001
315 Congress Building MO 26752
316 Continental House Apartments TX 79912
317 Affordable Self Storage TX 76205
318 Iroquois Apartments FL 33130
319 Bay Palm Apartments FL 33181
320 969 & 971 Amsterdam Avenue NY 10025
321 59-15 55th Street NY 11378
322 Chesterfield/Eula Apartments SC 29720
323 Carillon Retail Center TX 75591
324 Pine Street Apartments & Blossom Street Apartments NH 03060
325 Penn State Office Building AZ 85251
326 Autumn Run Apartments NJ 08009
327 Pullman Park Apartments TX 76528
328 Spanish Oaks Apartments TX 78751
329 Ballenger Manor Apartments MI 48532
330 Allen Avenue Apartments ME 04103
331 Skyline Mall NH 03054
332 James Road Medical Center OH 43215
333 Rebecca Apartments TX 77025
334 The Homestead Apartments MO 64109
335 Corona Avenue Apartments NY 11368
336 Sandstone Apartments TX 75206
337 Lynn Villa Apartments TX 75006
338 Savannah Apartments TX 77587
339 Vienna Terrace Apartments TX 76040
340 Alexandria Apartments - CO CO 80220
</TABLE>
<PAGE>
Managers and Locations of the Mortgaged Properties
<TABLE>
<CAPTION>
# Property Name Manager
<S> <C> <C>
341 Boynton Vista Apartments Owner Managed
342 Navarro Crossing Apartments Madison Commercial Group
343 Kordis Apartments Owner Managed
<CAPTION>
# Property Name Address
<S> <C> <C>
341 Boynton Vista Apartments 419 Circle Drive & 420 NE 17th Avenue
342 Navarro Crossing Apartments 4115 West Highway 31
343 Kordis Apartments 5642 Charles Street & 5647 James Street
<CAPTION>
# Property Name City County
<S> <C> <C> <C>
341 Boynton Vista Apartments Boynton Beach Palm Beach
342 Navarro Crossing Apartments Corsicana Navarro
343 Kordis Apartments New Port Richey Pasco
<CAPTION>
# Property Name State Zip Code
<S> <C> <C> <C>
341 Boynton Vista Apartments FL 33435
342 Navarro Crossing Apartments TX 75110
343 Kordis Apartments FL 34652
</TABLE>
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview
Apartments - FL, Heron's Cove Apartments and Horizons North Apartments,
respectively.
(1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge
Apartments, and Woodscape Apartments, respectively.
(1C) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building
& The Tallan Parking Garage, Stone Fort Land - The Krystal Office
Building, Stone Fort Land - Riverside Center, Stone Fort Land - Harrison
Direct Warehouse, and Stone Fort Land - Tennessee American Water Company
Office Building, respectively, are cross-collateralized and
cross-defaulted.
(1D) The Mortgage Loans secured by Cherry Creek Retirement Village and
Remington Heights Retirement Community, respectively, are
cross-collateralized and cross-defaulted.
(1E) A Single Mortgage Note secured by Two University Plaza, 800-900 Lanidex
Plaza and 140 Littleton Road, respectively.
(1F) A Single Mortgage Note secured by River Haven Mobile Home Park and
Knollwood Estates Mobile Home Park, respectively.
(1G) A Single Mortgage Note secured by U-Haul - Rusfield, U-Haul - San
Clemente, U-Haul - East Colonial and U-Haul - MacArthur Park,
respectively.
(1H) A Single Mortgage Note secured by U-Haul - Dublin, U-Haul - Northridge,
U-Haul - Orange Park and U-Haul - Tulsa, respectively.
(1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa
Shopping Center and Crystal Gardens Shopping Center, respectively, are
cross-collateralized and cross-defaulted.
(1J) A Single Mortgage Note secured by U-Haul - Margate, U-Haul - Copperfield,
U-Haul - Hampton, U-Haul - Lodi, respectively.
(1K) A Single Mortgage Note secured by 1384-1450 Park Avenue, Rojacks
Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively.
(1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street,
respectively, are cross-collateralized and cross-defaulted.
(1M) A Single Mortgage Note secured by The Villas of Buena Vista Apartments,
The Parkview Apartments - TX, Madras Apartments, Alexandria Apartments -
TX, Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131
Armstrong Condominiums, The Essex, 4431 Travis Street Apartments, 4432
Buena Vista Apartments, The Annex Apartments, 4319 Buena Vista Apartments,
The Chase Apartments and Avalon Apartments, respectively.
(1N) A Single Mortgage Note secured by Kessel Food Market- Flushing and Kessel
Food Market-Grand Blanc, respectively.
(1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments,
Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy
Apartments, respectively, are cross-collateralized and cross-defaulted.
(1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens
Apartments and Delvale Apartments, respectively, are cross-collateralized
and cross-defaulted.
(1Q) The Mortgage Loans secured by Texas City Medical Office Building and
Hollyvale Apartments, respectively, are cross-collateralized and
cross-defaulted.
(1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza,
respectively, are cross-collateralized and cross-defaulted.
(2) The Mortgage Loan secured by Capital Heights Shopping Center has an
interest only period of 24 months from origination and thereafter is
scheduled to amortize over 360 months with the payment presented
reflecting the amount due during the amortization term.
<PAGE>
Description of the Mortgaged Properties
<TABLE>
<CAPTION>
# Property Name Property Type
<S> <C> <C>
1 Oakwood Plaza Retail
2 Arbor Lake Club Apartments (1A) Multifamily
3 The Parkview Apartments - FL (1A) Multifamily
4 Heron's Cove Apartments (1A) Multifamily
5 Horizons North Apartments (1A) Multifamily
6 Herald Center Retail
7 Sterling Point Apartments (1B) Multifamily
8 Sandridge Apartments (1B) Multifamily
9 Woodscape Apartments (1B) Multifamily
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Mixed Use
11 Stone Fort Land - The Krystal Office Building (1C) Office
12 Stone Fort Land - Riverside Center (1C) Office
13 Stone Fort Land - Harrison Direct Warehouse (1C) Industrial
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) Office
15 Center At The Plant Retail
16 The Boardwalk Multifamily
17 Cherry Creek Retirement Village (1D) Independent Assisted Living
18 Remington Heights Retirement Community (1D) Independent Assisted Living
19 Charles River Center Retail
20 Fox Run Shopping Center Retail
21 Two University Plaza (1E) Office
22 800-900 Lanidex Plaza (1E) Office
23 140 Littleton Road (1E) Office
24 Embarcadero Corporate Center Office
25 Best Buy Plaza Shopping Center Retail
26 Highland Falls Apartments Multifamily
27 Rancho Ocaso Multifamily
28 The Court at Deptford II Retail
29 Sage Crossing Apartments Multifamily
30 Crossroads at Buckland Hills Retail
31 Deerbrook Crossing Shopping Center Retail
32 Sundance Village Apartments Multifamily
33 Lake Mead Pavilion Shopping Center Retail
34 Ontario Plaza Retail
35 Cole Spring Plaza Multifamily
36 Penney's Plaza Retail
37 Pines of Westbury Multifamily
38 Bell Run Plaza Retail
39 River Haven Mobile Home Park (1F) Manufactured Housing
40 Knollwood Estates Mobile Home Park (1F) Manufactured Housing
41 Colesville Towers Multifamily
42 North Pointe Apartments Multifamily
43 Tower Plaza Retail Center Retail
44 Mountain View Mobile Home Park Manufactured Housing
45 The Mosby Building & Apartments Mixed Use
46 211 South Gulph Road Office
47 Pinewood Apartments Multifamily
48 U-Haul - Rusfield (1G) Self Storage
49 U-Haul - San Clemente (1G) Self Storage
50 U-Haul - East Colonial (1G) Self Storage
51 U-Haul - MacArthur Park (1G) Self Storage
52 Park Knolls Apartments Multifamily
53 Diamond Bar Towne Center Retail
54 U-Haul - Dublin (1H) Self Storage
55 U-Haul - Northridge (1H) Self Storage
56 U-Haul - Orange Park (1H) Self Storage
57 U-Haul - Tulsa (1H) Self Storage
58 Cherry Knolls Shopping Center Retail
59 333 Sam Houston Office Building Office
60 The Shadowbrook Apartments Multifamily
61 Delta Fair Shopping Center Retail
62 Willow Springs Shopping Center (1I) Mixed Use
63 Villa Shopping Center (1I) Retail
64 Crystal Gardens Shopping Center (1I) Mixed Use
65 Hazelcrest Place Multifamily
66 BJ's Plaza Shopping Center Retail
67 Holiday Inn Express - City Center Hotel
68 U-Haul - Margate (1J) Self Storage
69 U-Haul - Copperfield (1J) Self Storage
70 U-Haul - Hampton (1J) Self Storage
71 U-Haul - Lodi (1J) Self Storage
72 Fashion Outlet Center Retail
73 Tivoli Apartments Multifamily
74 Tetra - Chase Texas Bank Center Office
75 1384-1450 Park Avenue (1K) Retail
76 Rojacks Supermarket/CVS Pharmacy (1K) Retail
<CAPTION>
Units/
Sq. Ft./
Rooms/ Fee Simple/
# Property Name Pads Leasehold
<S> <C> <C> <C>
1 Oakwood Plaza 885,713 Fee
2 Arbor Lake Club Apartments (1A) 712 Fee
3 The Parkview Apartments - FL (1A) 208 Fee
4 Heron's Cove Apartments (1A) 324 Fee
5 Horizons North Apartments (1A) 276 Fee
6 Herald Center 249,504 Fee
7 Sterling Point Apartments (1B) 922 Fee
8 Sandridge Apartments (1B) 504 Fee
9 Woodscape Apartments (1B) 544 Fee
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 148,971 Fee
11 Stone Fort Land - The Krystal Office Building (1C) 135,625 Fee
12 Stone Fort Land - Riverside Center (1C) 135,000 Fee
13 Stone Fort Land - Harrison Direct Warehouse (1C) 184,700 Fee
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 15,488 Fee
15 Center At The Plant 217,725 Fee
16 The Boardwalk 248 Fee
17 Cherry Creek Retirement Village (1D) 215 Fee
18 Remington Heights Retirement Community (1D) 146 Fee
19 Charles River Center 118,237 Fee
20 Fox Run Shopping Center 242,223 Fee
21 Two University Plaza (1E) 149,504 Fee
22 800-900 Lanidex Plaza (1E) 111,172 Fee
23 140 Littleton Road (1E) 30,213 Fee
24 Embarcadero Corporate Center 99,015 Fee
25 Best Buy Plaza Shopping Center 177,462 Fee
26 Highland Falls Apartments 446 Fee
27 Rancho Ocaso 280 Fee
28 The Court at Deptford II 145,080 Fee Leasehold
29 Sage Crossing Apartments 588 Fee
30 Crossroads at Buckland Hills 120,133 Fee
31 Deerbrook Crossing Shopping Center 240,220 Fee
32 Sundance Village Apartments 304 Fee
33 Lake Mead Pavilion Shopping Center 115,823 Fee
34 Ontario Plaza 149,775 Fee
35 Cole Spring Plaza 267 Fee
36 Penney's Plaza 163,467 Fee
37 Pines of Westbury 940 Fee
38 Bell Run Plaza 111,581 Fee
39 River Haven Mobile Home Park (1F) 528 Fee
40 Knollwood Estates Mobile Home Park (1F) 161 Fee
41 Colesville Towers 254 Fee
42 North Pointe Apartments 428 Fee
43 Tower Plaza Retail Center 101,793 Fee
44 Mountain View Mobile Home Park 156 Fee
45 The Mosby Building & Apartments 204,005 Fee
46 211 South Gulph Road 102,250 Fee
47 Pinewood Apartments 380 Fee
48 U-Haul - Rusfield (1G) 85,601 Fee
49 U-Haul - San Clemente (1G) 30,996 Fee
50 U-Haul - East Colonial (1G) 32,785 Fee
51 U-Haul - MacArthur Park (1G) 42,174 Fee
52 Park Knolls Apartments 350 Fee
53 Diamond Bar Towne Center 100,342 Fee
54 U-Haul - Dublin (1H) 59,616 Fee
55 U-Haul - Northridge (1H) 44,294 Fee
56 U-Haul - Orange Park (1H) 40,300 Fee
57 U-Haul - Tulsa (1H) 52,450 Fee
58 Cherry Knolls Shopping Center 137,496 Fee
59 333 Sam Houston Office Building 235,645 Fee
60 The Shadowbrook Apartments 256 Fee
61 Delta Fair Shopping Center 156,280 Fee
62 Willow Springs Shopping Center (1I) 55,395 Fee
63 Villa Shopping Center (1I) 28,882 Fee
64 Crystal Gardens Shopping Center (1I) 43,061 Fee
65 Hazelcrest Place 241 Fee
66 BJ's Plaza Shopping Center 135,011 Fee
67 Holiday Inn Express - City Center 195 Fee
68 U-Haul - Margate (1J) 71,400 Fee
69 U-Haul - Copperfield (1J) 42,000 Fee
70 U-Haul - Hampton (1J) 40,538 Fee
71 U-Haul - Lodi (1J) 51,125 Fee
72 Fashion Outlet Center 124,483 Fee
73 Tivoli Apartments 144 Fee
74 Tetra - Chase Texas Bank Center 112,226 Fee
75 1384-1450 Park Avenue (1K) 63,123 Fee
76 Rojacks Supermarket/CVS Pharmacy (1K) 42,860 Fee
<CAPTION>
# Property Name Year Built Year Renovated
<S> <C> <C> <C>
1 Oakwood Plaza 1994 1997
2 Arbor Lake Club Apartments (1A) 1978 1990
3 The Parkview Apartments - FL (1A) 1987 N/A
4 Heron's Cove Apartments (1A) 1973 1997
5 Horizons North Apartments (1A) 1982 N/A
6 Herald Center 1910 1985
7 Sterling Point Apartments (1B) 1978 1997
8 Sandridge Apartments (1B) 1978 1994
9 Woodscape Apartments (1B) 1979 1997
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 1982 N/A
11 Stone Fort Land - The Krystal Office Building (1C) 1979 N/A
12 Stone Fort Land - Riverside Center (1C) 1946 1997
13 Stone Fort Land - Harrison Direct Warehouse (1C) 1986 N/A
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 1978 N/A
15 Center At The Plant 1999 N/A
16 The Boardwalk 1977 1996
17 Cherry Creek Retirement Village (1D) 1988 1989
18 Remington Heights Retirement Community (1D) 1986 1999
19 Charles River Center 1998 N/A
20 Fox Run Shopping Center 1990 1994
21 Two University Plaza (1E) 1978 1994
22 800-900 Lanidex Plaza (1E) 1983 N/A
23 140 Littleton Road (1E) 1984 N/A
24 Embarcadero Corporate Center 1970 1997
25 Best Buy Plaza Shopping Center 1996 N/A
26 Highland Falls Apartments 1971 1998
27 Rancho Ocaso 1998 N/A
28 The Court at Deptford II 1998 N/A
29 Sage Crossing Apartments 1973 1998
30 Crossroads at Buckland Hills 1995 N/A
31 Deerbrook Crossing Shopping Center 1979 1996
32 Sundance Village Apartments 1988 1990
33 Lake Mead Pavilion Shopping Center 1998 N/A
34 Ontario Plaza 1955 1998
35 Cole Spring Plaza 1967 1992
36 Penney's Plaza 1982 1995
37 Pines of Westbury 1972 1996
38 Bell Run Plaza 1998 N/A
39 River Haven Mobile Home Park (1F) 1986 1996
40 Knollwood Estates Mobile Home Park (1F) 1970 1992
41 Colesville Towers 1966 1989
42 North Pointe Apartments 1971 1994
43 Tower Plaza Retail Center 1998 N/A
44 Mountain View Mobile Home Park 1978 N/A
45 The Mosby Building & Apartments 1963 1987
46 211 South Gulph Road 1954 1998
47 Pinewood Apartments 1972 N/A
48 U-Haul - Rusfield (1G) 1946 1989
49 U-Haul - San Clemente (1G) 1981 N/A
50 U-Haul - East Colonial (1G) 1955 1982
51 U-Haul - MacArthur Park (1G) 1975 N/A
52 Park Knolls Apartments 1987 N/A
53 Diamond Bar Towne Center 1981 N/A
54 U-Haul - Dublin (1H) 1982 1993
55 U-Haul - Northridge (1H) 1996 N/A
56 U-Haul - Orange Park (1H) 1995 N/A
57 U-Haul - Tulsa (1H) 1970 1995
58 Cherry Knolls Shopping Center 1970 1987
59 333 Sam Houston Office Building 1980 N/A
60 The Shadowbrook Apartments 1986 N/A
61 Delta Fair Shopping Center 1987 N/A
62 Willow Springs Shopping Center (1I) 1981 1993
63 Villa Shopping Center (1I) 1978 N/A
64 Crystal Gardens Shopping Center (1I) 1986 N/A
65 Hazelcrest Place 1980 1994
66 BJ's Plaza Shopping Center 1991 N/A
67 Holiday Inn Express - City Center 1997 N/A
68 U-Haul - Margate (1J) 1994 N/A
69 U-Haul - Copperfield (1J) 1995 N/A
70 U-Haul - Hampton (1J) 1967 1998
71 U-Haul - Lodi (1J) 1991 1995
72 Fashion Outlet Center 1987 1998
73 Tivoli Apartments 1998 N/A
74 Tetra - Chase Texas Bank Center 1983 N/A
75 1384-1450 Park Avenue (1K) 1955 1990
76 Rojacks Supermarket/CVS Pharmacy (1K) 1957 1996
<CAPTION>
Occupancy Cut-Off Date
# Property Name Rate at U/W (3) Appraised Value LTV Ratio (4)
<S> <C> <C> <C> <C>
1 Oakwood Plaza 96% $85,600,000 79.4%
2 Arbor Lake Club Apartments (1A) 94% 37,900,000 77.0%
3 The Parkview Apartments - FL (1A) 97% 12,000,000 77.0%
4 Heron's Cove Apartments (1A) 98% 12,700,000 77.0%
5 Horizons North Apartments (1A) 92% 12,700,000 77.0%
6 Herald Center 100% 75,000,000 66.6%
7 Sterling Point Apartments (1B) 96% 29,250,000 72.0%
8 Sandridge Apartments (1B) 95% 21,000,000 72.0%
9 Woodscape Apartments (1B) 96% 13,600,000 72.0%
10 Stone Fort Land - The Tallan Office Building & The
Tallan Parking Garage (1C) 88% 19,275,000 71.9%
11 Stone Fort Land - The Krystal Office Building (1C) 86% 13,360,000 71.9%
12 Stone Fort Land - Riverside Center (1C) 99% 11,000,000 71.9%
13 Stone Fort Land - Harrison Direct Warehouse (1C) 100% 4,600,000 71.9%
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 100% 2,050,000 71.9%
15 Center At The Plant 99% 43,000,000 74.3%
16 The Boardwalk 96% 34,000,000 73.3%
17 Cherry Creek Retirement Village (1D) 98% 22,500,000 72.3%
18 Remington Heights Retirement Community (1D) 93% 11,000,000 72.3%
19 Charles River Center 100% 30,000,000 80.0%
20 Fox Run Shopping Center 97% 30,000,000 80.0%
21 Two University Plaza (1E) 94% 16,800,000 68.8%
22 800-900 Lanidex Plaza (1E) 95% 14,000,000 68.8%
23 140 Littleton Road (1E) 94% 3,225,000 68.8%
24 Embarcadero Corporate Center 98% 33,000,000 68.2%
25 Best Buy Plaza Shopping Center 93% 28,000,000 76.0%
26 Highland Falls Apartments 95% 27,400,000 77.6%
27 Rancho Ocaso 95% 19,800,000 78.7%
28 The Court at Deptford II 100% 19,400,000 79.3%
29 Sage Crossing Apartments 94% 19,100,000 79.7%
30 Crossroads at Buckland Hills 94% 18,850,000 78.5%
31 Deerbrook Crossing Shopping Center 96% 18,150,000 78.0%
32 Sundance Village Apartments 93% 17,500,000 78.9%
33 Lake Mead Pavilion Shopping Center 100% 18,200,000 74.9%
34 Ontario Plaza 88% 17,300,000 78.4%
35 Cole Spring Plaza 99% 16,800,000 77.7%
36 Penney's Plaza 99% 19,500,000 66.5%
37 Pines of Westbury 88% 18,100,000 71.5%
38 Bell Run Plaza 100% 16,000,000 79.7%
39 River Haven Mobile Home Park (1F) 99% 12,600,000 78.9%
40 Knollwood Estates Mobile Home Park (1F) 98% 3,500,000 78.9%
41 Colesville Towers 97% 18,400,000 67.7%
42 North Pointe Apartments 92% 14,900,000 75.2%
43 Tower Plaza Retail Center 98% 14,500,000 76.6%
44 Mountain View Mobile Home Park 97% 13,800,000 79.5%
45 The Mosby Building & Apartments 97% 13,800,000 78.7%
46 211 South Gulph Road 100% 14,000,000 77.4%
47 Pinewood Apartments 92% 13,250,000 79.4%
48 U-Haul - Rusfield (1G) 100% 5,900,000 73.9%
49 U-Haul - San Clemente (1G) 96% 3,840,000 73.9%
50 U-Haul - East Colonial (1G) 97% 2,560,000 73.9%
51 U-Haul - MacArthur Park (1G) 86% 1,600,000 73.9%
52 Park Knolls Apartments 96% 14,700,000 69.3%
53 Diamond Bar Towne Center 98% 13,350,000 72.6%
54 U-Haul - Dublin (1H) 90% 5,000,000 64.3%
55 U-Haul - Northridge (1H) 96% 4,070,000 64.3%
56 U-Haul - Orange Park (1H) 74% 2,950,000 64.3%
57 U-Haul - Tulsa (1H) 98% 2,940,000 64.3%
58 Cherry Knolls Shopping Center 98% 12,800,000 75.2%
59 333 Sam Houston Office Building 89% 16,700,000 56.3%
60 The Shadowbrook Apartments 94% 11,685,000 80.4%
61 Delta Fair Shopping Center 93% 12,000,000 76.6%
62 Willow Springs Shopping Center (1I) 96% 6,900,000 69.5%
63 Villa Shopping Center (1I) 100% 3,450,000 69.5%
64 Crystal Gardens Shopping Center (1I) 75% 2,800,000 69.5%
65 Hazelcrest Place 100% 11,500,000 78.8%
66 BJ's Plaza Shopping Center 99% 11,300,000 79.9%
67 Holiday Inn Express - City Center N/A 21,400,000 42.0%
68 U-Haul - Margate (1J) 77% 5,000,000 67.3%
69 U-Haul - Copperfield (1J) 93% 2,890,000 67.3%
70 U-Haul - Hampton (1J) 73% 2,700,000 67.3%
71 U-Haul - Lodi (1J) 95% 2,700,000 67.3%
72 Fashion Outlet Center 100% 13,300,000 64.9%
73 Tivoli Apartments 99% 11,100,000 73.8%
74 Tetra - Chase Texas Bank Center 94% 11,750,000 69.6%
75 1384-1450 Park Avenue (1K) 100% 5,260,000 78.9%
76 Rojacks Supermarket/CVS Pharmacy (1K) 100% 2,880,000 78.9%
<CAPTION>
Maturity/ARD Maturity/ARD
# Property Name Balance LTV Ratio (4)(5)
<S> <C> <C> <C>
1 Oakwood Plaza $61,167,306 71.5%
2 Arbor Lake Club Apartments (1A) 26,850,752 68.7%
3 The Parkview Apartments - FL (1A) 8,519,093 68.7%
4 Heron's Cove Apartments (1A) 8,474,491 68.7%
5 Horizons North Apartments (1A) 7,894,656 68.7%
6 Herald Center 44,473,516 59.3%
7 Sterling Point Apartments (1B) 18,256,835 63.3%
8 Sandridge Apartments (1B) 13,284,494 63.3%
9 Woodscape Apartments (1B) 8,896,922 63.3%
10 Stone Fort Land - The Tallan Office Building & The
Tallan Parking Garage (1C) 11,794,809 63.5%
11 Stone Fort Land - The Krystal Office Building (1C) 8,175,286 63.5%
12 Stone Fort Land - Riverside Center (1C) 7,518,258 63.5%
13 Stone Fort Land - Harrison Direct Warehouse (1C) 3,249,611 63.5%
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 1,170,920 63.5%
15 Center At The Plant 28,463,250 66.2%
16 The Boardwalk 22,047,230 64.8%
17 Cherry Creek Retirement Village (1D) 14,895,076 64.4%
18 Remington Heights Retirement Community (1D) 6,669,437 64.4%
19 Charles River Center 21,404,051 71.3%
20 Fox Run Shopping Center 21,241,167 70.8%
21 Two University Plaza (1E) 10,731,990 61.5%
22 800-900 Lanidex Plaza (1E) 8,617,681 61.5%
23 140 Littleton Road (1E) 1,574,686 61.5%
24 Embarcadero Corporate Center 19,943,445 60.4%
25 Best Buy Plaza Shopping Center 18,826,206 67.2%
26 Highland Falls Apartments 18,730,952 68.4%
27 Rancho Ocaso 13,725,100 69.3%
28 The Court at Deptford II 13,709,995 70.7%
29 Sage Crossing Apartments 14,155,697 74.1%
30 Crossroads at Buckland Hills 13,195,963 70.0%
31 Deerbrook Crossing Shopping Center 12,631,689 69.6%
32 Sundance Village Apartments 754,935 4.3%
33 Lake Mead Pavilion Shopping Center 12,009,824 66.0%
34 Ontario Plaza 11,975,926 69.2%
35 Cole Spring Plaza 10,813,380 64.4%
36 Penney's Plaza 11,433,572 58.6%
37 Pines of Westbury 11,338,707 62.6%
38 Bell Run Plaza 11,304,673 70.7%
39 River Haven Mobile Home Park (1F) 8,752,100 69.5%
40 Knollwood Estates Mobile Home Park (1F) 2,431,262 69.5%
41 Colesville Towers 10,805,253 58.7%
42 North Pointe Apartments 8,616,751 57.8%
43 Tower Plaza Retail Center 9,935,158 68.5%
44 Mountain View Mobile Home Park 9,679,025 70.1%
45 The Mosby Building & Apartments 9,684,316 70.2%
46 211 South Gulph Road 9,659,607 69.0%
47 Pinewood Apartments 9,213,925 69.5%
48 U-Haul - Rusfield (1G) 3,663,024 62.1%
49 U-Haul - San Clemente (1G) 2,384,067 62.1%
50 U-Haul - East Colonial (1G) 1,589,379 62.1%
51 U-Haul - MacArthur Park (1G) 993,361 62.1%
52 Park Knolls Apartments 8,922,870 60.7%
53 Diamond Bar Towne Center 8,667,836 64.9%
54 U-Haul - Dublin (1H) 2,702,911 54.1%
55 U-Haul - Northridge (1H) 2,200,169 54.1%
56 U-Haul - Orange Park (1H) 1,594,717 54.1%
57 U-Haul - Tulsa (1H) 1,589,312 54.1%
58 Cherry Knolls Shopping Center 8,554,121 66.8%
59 333 Sam Houston Office Building 8,371,029 50.1%
60 The Shadowbrook Apartments 8,225,932 70.4%
61 Delta Fair Shopping Center 8,228,937 68.6%
62 Willow Springs Shopping Center (1I) 4,106,939 57.2%
63 Villa Shopping Center (1I) 2,135,608 57.2%
64 Crystal Gardens Shopping Center (1I) 1,273,151 57.2%
65 Hazelcrest Place 5,547,001 48.2%
66 BJ's Plaza Shopping Center 6,960,198 61.6%
67 Holiday Inn Express - City Center 7,486,586 35.0%
68 U-Haul - Margate (1J) 2,827,305 56.5%
69 U-Haul - Copperfield (1J) 1,634,181 56.5%
70 U-Haul - Hampton (1J) 1,526,745 56.5%
71 U-Haul - Lodi (1J) 1,526,745 56.5%
72 Fashion Outlet Center 7,736,557 58.2%
73 Tivoli Apartments 7,238,481 65.2%
74 Tetra - Chase Texas Bank Center 7,289,279 62.0%
75 1384-1450 Park Avenue (1K) 3,197,819 60.8%
76 Rojacks Supermarket/CVS Pharmacy (1K) 1,750,899 60.8%
<CAPTION>
# Property Name U/W NCF (6) U/W DSCR (7)
<S> <C> <C> <C>
1 Oakwood Plaza $7,507,540 1.23x
2 Arbor Lake Club Apartments (1A) 3,247,350 1.24
3 The Parkview Apartments - FL (1A) 1,018,976 1.24
4 Heron's Cove Apartments (1A) 1,030,935 1.24
5 Horizons North Apartments (1A) 950,029 1.24
6 Herald Center 5,825,420 1.35
7 Sterling Point Apartments (1B) 2,232,123 1.33
8 Sandridge Apartments (1B) 1,642,508 1.33
9 Woodscape Apartments (1B) 1,127,554 1.33
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 1,502,802 1.31
11 Stone Fort Land - The Krystal Office Building (1C) 941,651 1.31
12 Stone Fort Land - Riverside Center (1C) 939,909 1.31
13 Stone Fort Land - Harrison Direct Warehouse (1C) 422,708 1.31
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 138,716 1.31
15 Center At The Plant 3,688,201 1.34
16 The Boardwalk 2,605,202 1.24
17 Cherry Creek Retirement Village (1D) 1,833,231 1.29
18 Remington Heights Retirement Community (1D) 850,636 1.29
19 Charles River Center 2,618,842 1.25
20 Fox Run Shopping Center 2,679,788 1.32
21 Two University Plaza (1E) 1,315,493 1.25
22 800-900 Lanidex Plaza (1E) 1,057,806 1.25
23 140 Littleton Road (1E) 191,327 1.25
24 Embarcadero Corporate Center 2,435,489 1.28
25 Best Buy Plaza Shopping Center 2,301,215 1.29
26 Highland Falls Apartments 2,158,788 1.23
27 Rancho Ocaso 1,704,315 1.33
28 The Court at Deptford II 1,670,472 1.26
29 Sage Crossing Apartments 1,677,759 1.31
30 Crossroads at Buckland Hills 1,609,421 1.25
31 Deerbrook Crossing Shopping Center 1,545,509 1.25
32 Sundance Village Apartments 1,625,402 1.37
33 Lake Mead Pavilion Shopping Center 1,526,665 1.36
34 Ontario Plaza 1,406,890 1.25
35 Cole Spring Plaza 1,511,168 1.42
36 Penney's Plaza 1,378,919 1.28
37 Pines of Westbury 1,302,238 1.25
38 Bell Run Plaza 1,483,854 1.38
39 River Haven Mobile Home Park (1F) 995,843 1.25
40 Knollwood Estates Mobile Home Park (1F) 318,765 1.25
41 Colesville Towers 1,402,786 1.40
42 North Pointe Apartments 1,394,239 1.56
43 Tower Plaza Retail Center 1,234,355 1.26
44 Mountain View Mobile Home Park 1,107,647 1.22
45 The Mosby Building & Apartments 1,202,843 1.28
46 211 South Gulph Road 1,249,966 1.33
47 Pinewood Apartments 1,325,998 1.59
48 U-Haul - Rusfield (1G) 651,972 1.41
49 U-Haul - San Clemente (1G) 358,849 1.41
50 U-Haul - East Colonial (1G) 177,384 1.41
51 U-Haul - MacArthur Park (1G) 133,707 1.41
52 Park Knolls Apartments 1,191,762 1.45
53 Diamond Bar Towne Center 1,083,514 1.27
54 U-Haul - Dublin (1H) 499,464 1.50
55 U-Haul - Northridge (1H) 374,474 1.50
56 U-Haul - Orange Park (1H) 239,511 1.50
57 U-Haul - Tulsa (1H) 199,478 1.50
58 Cherry Knolls Shopping Center 1,046,143 1.27
59 333 Sam Houston Office Building 1,128,732 1.39
60 The Shadowbrook Apartments 1,047,006 1.41
61 Delta Fair Shopping Center 1,007,519 1.24
62 Willow Springs Shopping Center (1I) 572,975 1.24
63 Villa Shopping Center (1I) 294,098 1.24
64 Crystal Gardens Shopping Center (1I) 173,770 1.24
65 Hazelcrest Place 904,523 1.25
66 BJ's Plaza Shopping Center 939,424 1.29
67 Holiday Inn Express - City Center 1,445,940 1.69
68 U-Haul - Margate (1J) 465,862 1.48
69 U-Haul - Copperfield (1J) 261,018 1.48
70 U-Haul - Hampton (1J) 214,041 1.48
71 U-Haul - Lodi (1J) 267,322 1.48
72 Fashion Outlet Center 1,016,006 1.34
73 Tivoli Apartments 890,499 1.30
74 Tetra - Chase Texas Bank Center 901,542 1.27
75 1384-1450 Park Avenue (1K) 433,895 1.30
76 Rojacks Supermarket/CVS Pharmacy (1K) 237,570 1.30
</TABLE>
<TABLE>
<CAPTION>
Units/
Sq. Ft./
Rooms/ Fee Simple/
# Property Name Property Type Pads Leasehold
<S> <C> <C> <C> <C>
77 Trucchi's Supermarket (1K) Retail 45,675 Fee
78 Campus Hills Shopping Center Retail 170,251 Fee
79 Carrollton Place Apartments Multifamily 84 Fee
80 Welshwood Apartments Multifamily 225 Fee
81 Summit Square Shopping Center Retail 58,285 Fee
82 Park Ridge Apartments Multifamily 565 Fee
83 294-306A Harvard Street Retail 25,779 Fee
84 929 Pearl Street (1L) Mixed Use 20,914 Fee
85 2005 Tenth Street (1L) Mixed Use 22,774 Fee
86 Industrial Warehouse Industrial 308,640 Fee
87 Mesa Dunes Mobile Home Park Manufactured Housing 451 Fee
88 Pleasant Hill Executive Park Office 100,415 Fee
89 Best Western - Stratford Inn Hotel 94 Fee
90 Silverside-Carr Corporate Center Office 69,288 Fee
91 Country Corners Apartments Multifamily 285 Fee
92 Bell Palm Plaza Retail 80,848 Fee
93 Pleasant Run Apartments Multifamily 240 Fee
94 Chalet Apartments & Commercial Plaza Multifamily 246 Fee
95 West Ashley Shoppes Shopping Center Retail 139,006 Fee
96 Hampton Inn - Anchorage Hotel 101 Fee
97 Pacific Isle Apartments Multifamily 138 Fee
98 Sunset Crest Apartments Multifamily 142 Fee
99 Skyline Apartments Multifamily 318 Fee
100 Hampton Inn & Suites - Annapolis Hotel 117 Fee
101 Carlisle Commerce Center Retail 123,020 Fee
102 Glendale Medical Arts Center Office 35,944 Fee
103 Batavia Wood Medical Center Office 61,778 Fee
104 Village Green Plaza Shopping Center Retail 55,850 Fee
105 South Bank Riverwalk Retail Retail 46,704 Fee
106 Pickwick Apartments Multifamily 152 Fee
107 The Villas of Buena Vista Apartments (1M) Multifamily 14 Fee
108 The Parkview Apartments - TX (1M) Multifamily 16 Fee
109 Madras Apartments (1M) Multifamily 14 Fee
110 Alexandria Apartments - TX (1M) Multifamily 24 Fee
111 Sandia Park (1M) Multifamily 20 Fee
112 4300 Travis Apartments (1M) Multifamily 7 Fee
113 Vista Quarters Condos (1M) Multifamily 6 Fee
114 3131 Armstrong Condominiums (1M) Multifamily 10 Fee
115 The Essex (1M) Multifamily 16 Fee
116 4431 Travis Street Apartments (1M) Multifamily 7 Fee
117 4432 Buena Vista Apartments (1M) Multifamily 8 Fee
118 The Annex Apartments (1M) Multifamily 4 Fee
119 4319 Buena Vista Apartments (1M) Multifamily 4 Fee
120 The Chase Apartments (1M) Multifamily 5 Fee
121 Avalon Apartments (1M) Multifamily 4 Fee
122 Point Breeze Apartments Multifamily 192 Fee
123 Hidden Oaks Apartments Multifamily 240 Fee
124 El Monte Shopping Center Retail 99,953 Fee
125 Casa Real Apartments Multifamily 225 Fee
126 The Plaza Apartments Multifamily 155 Fee
127 Washington Square Shopping Center Retail 190,397 Fee
128 Beechnut Village Shopping Center Retail 62,795 Fee
129 Anaheim Mobile Estates Manufactured Housing 229 Fee
130 Westridge Marketplace Retail 128,406 Fee
131 McGehee Park Apartments Multifamily 228 Fee
132 Cypress Center Retail 46,263 Fee
133 Best Western - Miramar Hotel 103 Fee
134 Garden City Tower Multifamily 170 Fee
135 Tradewinds Apartments Multifamily 224 Fee
136 Highland Country Estates Manufactured Housing 235 Fee
137 The Highlands Apartments Multifamily 184 Fee
138 8800 Roswell Road Office Park Office 73,929 Fee
139 Turf Mobile Manor Manufactured Housing 197 Fee
140 Oakwood Village Apartments Multifamily 204 Fee
141 La Salle Crossing Apartments Multifamily 232 Fee
142 Wynnewood Greens Apartments Multifamily 207 Fee
143 Comfort Inn - Augusta Hotel 99 Fee
144 220 Jackson Street Office 21,385 Fee
145 Weis Plaza Retail 118,383 Fee
146 75 Canton Office Park Office 96,494 Fee
147 Capital Heights Shopping Center (2) Retail 52,700 Fee
148 Emerald Center Retail 74,500 Fee
149 NationsBank Office Building Office 47,585 Fee
150 Pecos Trail Office Compound, Phase III Office 31,981 Fee
151 HealthSouth Medical Plaza Office 33,915 Leasehold
152 Hampton Inn - Louisville Hotel 80 Fee
<CAPTION>
Occupancy
# Property Name Year Built Year Renovated Rate at U/W (3)
<S> <C> <C> <C> <C>
77 Trucchi's Supermarket (1K) 1947 1992 100%
78 Campus Hills Shopping Center 1965 1999 97%
79 Carrollton Place Apartments 1998 N/A 99%
80 Welshwood Apartments 1967 1995 94%
81 Summit Square Shopping Center 1998 N/A 96%
82 Park Ridge Apartments 1979 1996 95%
83 294-306A Harvard Street 1938 1998 100%
84 929 Pearl Street (1L) 1997 N/A 100%
85 2005 Tenth Street (1L) 1900 1995 100%
86 Industrial Warehouse 1960 1996 100%
87 Mesa Dunes Mobile Home Park 1959 1992 94%
88 Pleasant Hill Executive Park 1982 N/A 94%
89 Best Western - Stratford Inn 1958 1983 N/A
90 Silverside-Carr Corporate Center 1991 N/A 100%
91 Country Corners Apartments 1971 1980 94%
92 Bell Palm Plaza 1992 N/A 97%
93 Pleasant Run Apartments 1983 N/A 99%
94 Chalet Apartments & Commercial Plaza 1976 N/A 95%
95 West Ashley Shoppes Shopping Center 1987 1990 98%
96 Hampton Inn - Anchorage 1997 N/A N/A
97 Pacific Isle Apartments 1963 1992 97%
98 Sunset Crest Apartments 1965 1995 96%
99 Skyline Apartments 1987 N/A 91%
100 Hampton Inn & Suites - Annapolis 1997 N/A N/A
101 Carlisle Commerce Center 1988 N/A 100%
102 Glendale Medical Arts Center 1985 N/A 100%
103 Batavia Wood Medical Center 1979 1996 88%
104 Village Green Plaza Shopping Center 1977 1996 100%
105 South Bank Riverwalk Retail 1995 N/A 100%
106 Pickwick Apartments 1984 N/A 98%
107 The Villas of Buena Vista Apartments (1M) 1983 N/A 93%
108 The Parkview Apartments - TX (1M) 1969 N/A 94%
109 Madras Apartments (1M) 1964 N/A 86%
110 Alexandria Apartments - TX (1M) 1955 N/A 100%
111 Sandia Park (1M) 1959 N/A 85%
112 4300 Travis Apartments (1M) 1979 1998 100%
113 Vista Quarters Condos (1M) 1982 N/A 100%
114 3131 Armstrong Condominiums (1M) 1971 1996 100%
115 The Essex (1M) 1959 N/A 100%
116 4431 Travis Street Apartments (1M) 1979 N/A 100%
117 4432 Buena Vista Apartments (1M) 1963 N/A 100%
118 The Annex Apartments (1M) 1940 1997 100%
119 4319 Buena Vista Apartments (1M) 1960 N/A 100%
120 The Chase Apartments (1M) 1961 N/A 100%
121 Avalon Apartments (1M) 1964 N/A 100%
122 Point Breeze Apartments 1971 1996 90%
123 Hidden Oaks Apartments 1979 1981 87%
124 El Monte Shopping Center 1971 1998 100%
125 Casa Real Apartments 1986 N/A 86%
126 The Plaza Apartments 1972 1998 98%
127 Washington Square Shopping Center 1973 N/A 99%
128 Beechnut Village Shopping Center 1985 N/A 92%
129 Anaheim Mobile Estates 1968 N/A 100%
130 Westridge Marketplace 1985 1989 100%
131 McGehee Park Apartments 1971 N/A 95%
132 Cypress Center 1985 N/A 86%
133 Best Western - Miramar 1984 1996 N/A
134 Garden City Tower 1977 1994 99%
135 Tradewinds Apartments 1985 N/A 98%
136 Highland Country Estates 1970 N/A 100%
137 The Highlands Apartments 1971 1997 94%
138 8800 Roswell Road Office Park 1986 N/A 100%
139 Turf Mobile Manor 1970 N/A 99%
140 Oakwood Village Apartments 1982 1997 96%
141 La Salle Crossing Apartments 1986 N/A 85%
142 Wynnewood Greens Apartments 1975 N/A 97%
143 Comfort Inn - Augusta 1989 N/A N/A
144 220 Jackson Street 1911 1997 100%
145 Weis Plaza 1975 1996 96%
146 75 Canton Office Park 1985 N/A 99%
147 Capital Heights Shopping Center (2) 1985 N/A 100%
148 Emerald Center 1986 N/A 90%
149 NationsBank Office Building 1979 N/A 100%
150 Pecos Trail Office Compound, Phase III 1991 N/A 97%
151 HealthSouth Medical Plaza 1997 N/A 100%
152 Hampton Inn - Louisville 1996 N/A N/A
<CAPTION>
Cut-Off Date Maturity/ARD
# Property Name Appraised Value LTV Ratio (4) Balance
<S> <C> <C> <C> <C>
77 Trucchi's Supermarket (1K) 2,170,000 78.9% 1,319,254
78 Campus Hills Shopping Center 10,400,000 77.9% 7,241,310
79 Carrollton Place Apartments 9,800,000 81.5% 7,133,200
80 Welshwood Apartments 10,400,000 76.3% 7,093,560
81 Summit Square Shopping Center 12,000,000 65.5% 0
82 Park Ridge Apartments 10,000,000 78.5% 7,000,206
83 294-306A Harvard Street 10,000,000 78.1% 6,984,519
84 929 Pearl Street (1L) 5,400,000 78.0% 3,769,606
85 2005 Tenth Street (1L) 4,400,000 78.0% 3,015,685
86 Industrial Warehouse 9,600,000 79.1% 6,770,913
87 Mesa Dunes Mobile Home Park 10,090,000 75.2% 6,683,344
88 Pleasant Hill Executive Park 11,000,000 68.3% 6,715,279
89 Best Western - Stratford Inn 11,400,000 62.6% 5,914,485
90 Silverside-Carr Corporate Center 9,800,000 72.8% 6,325,774
91 Country Corners Apartments 9,000,000 78.1% 6,201,157
92 Bell Palm Plaza 9,400,000 74.4% 6,252,956
93 Pleasant Run Apartments 8,500,000 80.9% 6,066,122
94 Chalet Apartments & Commercial Plaza 8,700,000 78.5% 5,235,854
95 West Ashley Shoppes Shopping Center 8,100,000 82.7% 5,972,398
96 Hampton Inn - Anchorage 10,000,000 64.8% 4,546,604
97 Pacific Isle Apartments 8,500,000 75.9% 5,593,333
98 Sunset Crest Apartments 8,600,000 75.0% 5,587,121
99 Skyline Apartments 8,100,000 79.6% 5,706,346
100 Hampton Inn & Suites - Annapolis 9,500,000 67.4% 5,275,691
101 Carlisle Commerce Center 8,200,000 77.8% 5,950,122
102 Glendale Medical Arts Center 8,350,000 71.8% 5,336,298
103 Batavia Wood Medical Center 8,500,000 69.9% 5,357,265
104 Village Green Plaza Shopping Center 7,550,000 78.5% 4,265,947
105 South Bank Riverwalk Retail 14,380,000 41.0% 2
106 Pickwick Apartments 6,800,000 79.3% 4,757,240
107 The Villas of Buena Vista Apartments (1M) 1,100,000 78.0% 633,366
108 The Parkview Apartments - TX (1M) 665,000 78.0% 448,202
109 Madras Apartments (1M) 645,000 78.0% 434,723
110 Alexandria Apartments - TX (1M) 610,000 78.0% 416,148
111 Sandia Park (1M) 574,000 78.0% 377,269
112 4300 Travis Apartments (1M) 535,000 78.0% 351,789
113 Vista Quarters Condos (1M) 450,000 78.0% 306,994
114 3131 Armstrong Condominiums (1M) 440,000 78.0% 300,173
115 The Essex (1M) 462,000 78.0% 287,679
116 4431 Travis Street Apartments (1M) 290,000 78.0% 170,963
117 4432 Buena Vista Apartments (1M) 265,000 78.0% 165,350
118 The Annex Apartments (1M) 235,000 78.0% 160,320
119 4319 Buena Vista Apartments (1M) 170,000 78.0% 115,976
120 The Chase Apartments (1M) 170,000 78.0% 99,495
121 Avalon Apartments (1M) 180,000 78.0% 87,827
122 Point Breeze Apartments 7,350,000 72.1% 4,685,637
123 Hidden Oaks Apartments 6,650,000 79.7% 4,654,595
124 El Monte Shopping Center 6,745,000 77.8% 4,591,445
125 Casa Real Apartments 7,780,000 67.0% 4,554,262
126 The Plaza Apartments 6,600,000 78.1% 4,591,714
127 Washington Square Shopping Center 7,000,000 72.6% 4,580,636
128 Beechnut Village Shopping Center 6,600,000 76.9% 4,557,518
129 Anaheim Mobile Estates 13,140,000 38.4% 220,331
130 Westridge Marketplace 6,350,000 79.3% 4,465,251
131 McGehee Park Apartments 6,600,000 75.7% 4,421,526
132 Cypress Center 8,400,000 59.1% 3,273,004
133 Best Western - Miramar 6,475,000 75.6% 4,051,718
134 Garden City Tower 6,700,000 72.7% 2,980,294
135 Tradewinds Apartments 6,000,000 80.0% 4,253,193
136 Highland Country Estates 6,130,000 78.3% 4,202,310
137 The Highlands Apartments 5,900,000 79.6% 4,155,188
138 8800 Roswell Road Office Park 6,600,000 66.6% 3,903,810
139 Turf Mobile Manor 5,850,000 73.8% 3,835,921
140 Oakwood Village Apartments 5,300,000 80.0% 3,928,327
141 La Salle Crossing Apartments 5,500,000 76.8% 3,740,032
142 Wynnewood Greens Apartments 6,100,000 67.8% 3,670,997
143 Comfort Inn - Augusta 6,370,000 62.8% 3,325,763
144 220 Jackson Street 5,900,000 67.6% 3,556,940
145 Weis Plaza 5,200,000 76.6% 3,532,710
146 75 Canton Office Park 5,000,000 79.1% 3,511,920
147 Capital Heights Shopping Center (2) 5,200,000 75.0% 3,563,607
148 Emerald Center 5,200,000 73.1% 3,421,155
149 NationsBank Office Building 4,750,000 80.0% 3,396,344
150 Pecos Trail Office Compound, Phase III 5,220,000 72.8% 3,379,654
151 HealthSouth Medical Plaza 4,930,000 76.9% 3,375,789
152 Hampton Inn - Louisville 5,900,000 60.9% 2,803,563
<CAPTION>
Maturity/ARD
# Property Name LTV Ratio (4)(5) U/W NCF (6) U/W DSCR (7)
<S> <C> <C> <C> <C>
77 Trucchi's Supermarket (1K) 60.8% 179,002 1.30
78 Campus Hills Shopping Center 69.6% 906,326 1.27
79 Carrollton Place Apartments 72.8% 842,836 1.21
80 Welshwood Apartments 68.2% 873,381 1.26
81 Summit Square Shopping Center 0.0% 1,070,620 1.44
82 Park Ridge Apartments 70.0% 1,024,189 1.52
83 294-306A Harvard Street 69.8% 864,771 1.26
84 929 Pearl Street (1L) 69.2% 455,193 1.26
85 2005 Tenth Street (1L) 69.2% 361,810 1.26
86 Industrial Warehouse 70.5% 868,362 1.32
87 Mesa Dunes Mobile Home Park 66.2% 902,058 1.44
88 Pleasant Hill Executive Park 61.0% 834,315 1.27
89 Best Western - Stratford Inn 51.9% 1,052,910 1.57
90 Silverside-Carr Corporate Center 64.5% 1,005,713 1.66
91 Country Corners Apartments 68.9% 905,355 1.60
92 Bell Palm Plaza 66.5% 783,658 1.28
93 Pleasant Run Apartments 71.4% 687,364 1.20
94 Chalet Apartments & Commercial Plaza 60.2% 780,404 1.44
95 West Ashley Shoppes Shopping Center 73.7% 807,922 1.39
96 Hampton Inn - Anchorage 45.5% 1,108,690 1.73
97 Pacific Isle Apartments 65.8% 686,557 1.27
98 Sunset Crest Apartments 65.0% 696,212 1.30
99 Skyline Apartments 70.4% 891,048 1.68
100 Hampton Inn & Suites - Annapolis 55.5% 856,215 1.45
101 Carlisle Commerce Center 72.6% 691,654 1.26
102 Glendale Medical Arts Center 63.9% 693,957 1.35
103 Batavia Wood Medical Center 63.0% 724,333 1.35
104 Village Green Plaza Shopping Center 56.5% 650,986 1.26
105 South Bank Riverwalk Retail 0.0% 1,046,924 1.93
106 Pickwick Apartments 70.0% 568,889 1.27
107 The Villas of Buena Vista Apartments (1M) 64.1% 80,988 1.22
108 The Parkview Apartments - TX (1M) 64.1% 59,902 1.22
109 Madras Apartments (1M) 64.1% 58,427 1.22
110 Alexandria Apartments - TX (1M) 64.1% 60,867 1.22
111 Sandia Park (1M) 64.1% 51,214 1.22
112 4300 Travis Apartments (1M) 64.1% 50,452 1.22
113 Vista Quarters Condos (1M) 64.1% 43,059 1.22
114 3131 Armstrong Condominiums (1M) 64.1% 42,842 1.22
115 The Essex (1M) 64.1% 38,919 1.22
116 4431 Travis Street Apartments (1M) 64.1% 23,822 1.22
117 4432 Buena Vista Apartments (1M) 64.1% 21,096 1.22
118 The Annex Apartments (1M) 64.1% 21,813 1.22
119 4319 Buena Vista Apartments (1M) 64.1% 15,818 1.22
120 The Chase Apartments (1M) 64.1% 13,016 1.22
121 Avalon Apartments (1M) 64.1% 11,235 1.22
122 Point Breeze Apartments 63.8% 547,059 1.23
123 Hidden Oaks Apartments 70.0% 559,043 1.29
124 El Monte Shopping Center 68.1% 631,232 1.49
125 Casa Real Apartments 58.5% 739,704 1.80
126 The Plaza Apartments 69.6% 548,641 1.23
127 Washington Square Shopping Center 65.4% 604,841 1.32
128 Beechnut Village Shopping Center 69.1% 570,056 1.26
129 Anaheim Mobile Estates 1.7% 1,066,183 2.12
130 Westridge Marketplace 70.3% 579,649 1.36
131 McGehee Park Apartments 67.0% 581,919 1.38
132 Cypress Center 39.0% 665,545 1.48
133 Best Western - Miramar 62.6% 687,180 1.50
134 Garden City Tower 44.5% 496,918 1.28
135 Tradewinds Apartments 70.9% 498,188 1.22
136 Highland Country Estates 68.6% 484,851 1.25
137 The Highlands Apartments 70.4% 475,549 1.20
138 8800 Roswell Road Office Park 59.1% 482,887 1.29
139 Turf Mobile Manor 65.6% 481,420 1.30
140 Oakwood Village Apartments 74.1% 471,787 1.34
141 La Salle Crossing Apartments 68.0% 475,639 1.36
142 Wynnewood Greens Apartments 60.2% 541,572 1.55
143 Comfort Inn - Augusta 52.2% 548,923 1.45
144 220 Jackson Street 60.3% 437,254 1.27
145 Weis Plaza 67.9% 449,669 1.34
146 75 Canton Office Park 70.2% 455,536 1.35
147 Capital Heights Shopping Center (2) 68.5% 434,860 1.33
148 Emerald Center 65.8% 445,362 1.30
149 NationsBank Office Building 71.5% 431,307 1.29
150 Pecos Trail Office Compound, Phase III 64.7% 433,858 1.33
151 HealthSouth Medical Plaza 68.5% 423,083 1.29
152 Hampton Inn - Louisville 47.5% 579,335 1.73
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Descriptions of the Mortgaged Properties
Units/
Sq. Ft./
Rooms/ Fee Simple/
# Property Name Property Type Pads Leasehold Year Built
<S> <C> <C> <C> <C> <C>
153 Holiday Inn - Augusta Hotel 102 Fee 1968
154 Nassau Bay Village Apartments Multifamily 126 Fee 1965
155 West Knoll Apartments Multifamily 100 Fee 1964
156 Best Western - San Mateo Los Prados Inn Hotel 116 Fee 1969
157 Parkway Shopping Center Retail 76,017 Fee 1986
158 1600 Congress Street/343 Forest Avenue Mixed Use 53,262 Fee/Leasehold 1916
159 Scenic View Apartments Multifamily 156 Fee 1986
160 Mustang Crossing Apartments Multifamily 232 Fee 1974
161 Meadow Crossing Apartments Multifamily 177 Fee 1971
162 Owens Corning Manufacturing Warehouse Industrial 215,000 Fee 1967
163 Daley Square Retail 30,192 Fee 1988
164 Old Florida Plaza Retail 100,917 Fee 1985
165 Arrowhead Creekside Center Office 24,394 Fee 1998
166 Holiday Inn - Clovis Hotel 120 Fee 1962
167 3005 Peachtree Road Mixed Use 23,094 Fee 1970
168 Hampton Inn - Columbus East Hotel 76 Fee 1994
169 Newport Towers Multifamily 135 Fee 1973
170 Mont Michel Apartments Multifamily 157 Fee 1908
171 Soniat House Hotel Hotel 33 Fee 1830
172 Fairview Market Retail 53,888 Fee 1997
173 Montclaire Apartments Multifamily 125 Fee 1981
174 Embassy Building Office 40,631 Fee 1918
175 Park Terrace Apartments Multifamily 64 Fee 1981
176 Westheimer Plaza Shopping Center Retail 24,000 Fee 1974
177 129-133 West 29th Street Office 90,000 Fee 1911
178 Woodspear Vista Flores Apartments Multifamily 88 Fee 1979
179 Clarendon CVS Retail 16,570 Fee 1950
180 A Storage Place Phases I & II Self Storage 98,777 Fee 1969
181 135 Raritan Center Parkway Industrial 67,914 Fee 1970
182 The Treasury Center Retail 33,043 Fee 1988
183 Crescent View Apartments Multifamily 105 Fee 1969
184 Comfort Suites Intercontinental Plaza Hotel 57 Fee 1997
185 Cottonwood Medical & Dental Center Office 26,938 Fee 1991
186 Blue Bell Shopping Center Retail 42,200 Fee 1967
187 Sun Plaza Retail 53,544 Fee 1987
188 Kirkland Business Center Industrial 108,272 Fee 1962
189 Colima Plaza Retail 38,884 Fee 1989
190 Kmart - Columbus Retail 94,605 Fee 1975
191 Briarwood Mobile Home Park Manufactured Housing 144 Fee 1971
192 Ohio Valley Nursing Home Healthcare 66 Fee 1981
193 Forest Edge Apartments Multifamily 132 Fee 1978
194 Sonora Crossroads Retail 20,419 Fee 1995
195 Crystal Springs Apartments Multifamily 100 Fee 1985
196 Chateau Park Apartments Multifamily 122 Fee 1973
197 Scottsdale Air Park Industrial 34,596 Fee 1998
198 Preston Royal Office Park Office 62,294 Leasehold 1966
199 Regent Place Office Building Office 42,183 Fee 1981
200 Dale Terrace Apartments Multifamily 136 Fee 1965
201 Woodside Apartments Multifamily 194 Fee 1982
202 Virginia Dare Office Building Office 33,432 Fee 1986
203 Rustic Ridge Apartments Multifamily 84 Fee 1964
204 Heritage Square Retail Center Retail 41,870 Fee 1984
205 Kessel Food Market - Flushing (1N) Retail 36,000 Fee 1969
206 Kessel Food Market - Grand Blanc (1N) Retail 30,000 Fee 1954
207 178-188 Middle Street Mixed Use 53,565 Fee 1867
208 350 Raritan Center Parkway Industrial 80,240 Fee 1979
209 El San Juan Mobile Home Park Manufactured Housing 169 Fee 1960
210 Meadowood Apartments Multifamily 44 Leasehold 1989
211 Country Club Corner Retail Center Retail 24,951 Fee 1997
212 Vagabond Apartments Multifamily 51 Fee 1970
213 Esprit Office Building Office 29,319 Fee 1983
214 Mission Plaza Retail 25,251 Fee 1994
215 Broussard Village Shopping Center Retail 24,275 Fee 1999
216 Another Attic Self Storage Self Storage 91,490 Fee 1987
217 Raintree Apartments Multifamily 72 Fee 1973
218 Jeffco Plaza Industrial 69,856 Fee 1986
219 Ramada Inn - Chatsworth Hotel 74 Fee 1988
220 Preston Plaza Retail 13,267 Fee 1998
221 U.S. Storage Centers Self Storage 60,029 Fee 1985
222 Comfort Inn - San Jose Hotel 40 Fee 1987
223 A-1 Mini Storage Self Storage 46,197 Fee 1979
224 Sandpiper Apartments Multifamily 66 Fee 1973
225 Plantation Xtra Storage Self Storage 47,799 Fee 1980
226 Perimeter Plaza Shopping Center Retail 41,000 Fee 1991
227 Red Oak Apartments (1O) Multifamily 38 Fee 1972
228 Diplomat Apartments (1O) Multifamily 13 Fee 1964
<CAPTION>
Occupancy Cut-Off Date
# Property Name Year Renovated Rate at U/W (3) Appraised Value LTV Ratio (4)
<S> <C> <C> <C> <C> <C>
153 Holiday Inn - Augusta 1993 N/A 5,800,000 61.9%
154 Nassau Bay Village Apartments 1998 94% 5,000,000 71.1%
155 West Knoll Apartments 1992 98% 4,500,000 78.7%
156 Best Western - San Mateo Los Prados Inn 1994 N/A 11,300,000 30.9%
157 Parkway Shopping Center N/A 96% 6,350,000 55.1%
158 1600 Congress Street/343 Forest Avenue 1998 100% 5,100,000 68.5%
159 Scenic View Apartments N/A 97% 4,600,000 75.3%
160 Mustang Crossing Apartments 1996 96% 4,600,000 73.9%
161 Meadow Crossing Apartments 1998 94% 4,400,000 77.2%
162 Owens Corning Manufacturing Warehouse 1995 100% 4,950,000 67.6%
163 Daley Square N/A 95% 4,400,000 75.0%
164 Old Florida Plaza N/A 99% 4,400,000 75.0%
165 Arrowhead Creekside Center N/A 100% 4,365,000 75.5%
166 Holiday Inn - Clovis 1996 N/A 5,150,000 64.0%
167 3005 Peachtree Road 1998 77% 5,000,000 64.5%
168 Hampton Inn - Columbus East 1998 N/A 4,700,000 68.4%
169 Newport Towers N/A 94% 4,000,000 80.0%
170 Mont Michel Apartments 1996 99% 4,560,000 70.1%
171 Soniat House Hotel 1995 N/A 5,100,000 62.6%
172 Fairview Market 1998 95% 4,775,000 66.4%
173 Montclaire Apartments 1994 98% 4,260,000 73.8%
174 Embassy Building 1997 96% 4,660,000 66.4%
175 Park Terrace Apartments 1993 97% 3,900,000 79.0%
176 Westheimer Plaza Shopping Center N/A 100% 4,000,000 76.8%
177 129-133 West 29th Street N/A 88% 5,400,000 55.6%
178 Woodspear/Vista Flores Apartments 1984 100% 4,300,000 69.8%
179 Clarendon CVS 1995 76% 4,100,000 73.1%
180 A Storage Place Phases I & II 1986 82% 3,900,000 74.9%
181 135 Raritan Center Parkway 1983 100% 4,500,000 64.2%
182 The Treasury Center N/A 96% 3,950,000 72.1%
183 Crescent View Apartments 1998 92% 3,680,000 76.3%
184 Comfort Suites Intercontinental Plaza N/A N/A 3,800,000 73.7%
185 Cottonwood Medical & Dental Center N/A 100% 3,850,000 72.6%
186 Blue Bell Shopping Center 1992 100% 3,400,000 79.9%
187 Sun Plaza 1998 93% 4,400,000 61.7%
188 Kirkland Business Center N/A 91% 5,325,000 50.6%
189 Colima Plaza N/A 83% 4,100,000 65.5%
190 Kmart - Columbus 1997 100% 3,700,000 71.9%
191 Briarwood Mobile Home Park N/A 99% 3,315,000 80.0%
192 Ohio Valley Nursing Home 1998 95% 4,000,000 66.0%
193 Forest Edge Apartments 1996 98% 3,400,000 77.6%
194 Sonora Crossroads N/A 100% 3,300,000 77.7%
195 Crystal Springs Apartments N/A 99% 4,700,000 54.2%
196 Chateau Park Apartments 1993 98% 3,390,000 75.1%
197 Scottsdale Air Park N/A 100% 3,400,000 74.2%
198 Preston Royal Office Park 1994 99% 4,700,000 53.1%
199 Regent Place Office Building 1988 96% 3,600,000 69.4%
200 Dale Terrace Apartments 1988 94% 3,600,000 68.6%
201 Woodside Apartments N/A 79% 3,310,000 74.4%
202 Virginia Dare Office Building N/A 97% 3,400,000 72.1%
203 Rustic Ridge Apartments 1987 93% 3,075,000 79.1%
204 Heritage Square Retail Center N/A 100% 3,200,000 75.9%
205 Kessel Food Market - Flushing (1N) 1990 100% 1,720,000 76.8%
206 Kessel Food Market - Grand Blanc (1N) 1987 100% 1,430,000 76.8%
207 178-188 Middle Street 1988 100% 3,450,000 69.6%
208 350 Raritan Center Parkway N/A 100% 3,200,000 75.0%
209 El San Juan Mobile Home Park 1979 98% 3,690,000 65.0%
210 Meadowood Apartments N/A 100% 3,200,000 74.0%
211 Country Club Corner Retail Center N/A 89% 3,300,000 71.1%
212 Vagabond Apartments N/A 100% 3,070,000 75.6%
213 Esprit Office Building 1996 100% 3,200,000 72.5%
214 Mission Plaza N/A 100% 3,230,000 69.6%
215 Broussard Village Shopping Center N/A 83% 3,075,000 73.0%
216 Another Attic Self Storage 1997 88% 3,000,000 74.7%
217 Raintree Apartments 1997 96% 2,750,000 79.1%
218 Jeffco Plaza N/A 100% 3,000,000 71.4%
219 Ramada Inn - Chatsworth N/A N/A 3,380,000 63.3%
220 Preston Plaza N/A 100% 2,800,000 75.8%
221 U.S. Storage Centers N/A 98% 2,720,000 78.0%
222 Comfort Inn - San Jose N/A N/A 4,070,000 51.6%
223 A-1 Mini Storage 1993 89% 3,300,000 60.6%
224 Sandpiper Apartments 1975 100% 2,550,000 78.4%
225 Plantation Xtra Storage 1992 92% 3,400,000 58.7%
226 Perimeter Plaza Shopping Center 1997 100% 2,660,000 75.0%
227 Red Oak Apartments (1O) 1996 97% 1,080,000 63.0%
228 Diplomat Apartments (1O) 1996 100% 500,000 63.0%
<CAPTION>
Maturity/ARD Maturity/ARD
# Property Name Balance LTV Ratio (4)(5) U/W NCF (6) U/W DSCR (7)
<S> <C> <C> <C> <C> <C>
153 Holiday Inn - Augusta 2,983,150 51.4% 477,293 1.41
154 Nassau Bay Village Apartments 3,371,261 67.4% 364,960 1.33
155 West Knoll Apartments 2,908,348 64.6% 445,452 1.38
156 Best Western - San Mateo Los Prados Inn 3,136,386 27.8% 727,130 2.21
157 Parkway Shopping Center 2,814,998 44.3% 574,285 1.91
158 1600 Congress Street/343 Forest Avenue 2,874,385 56.4% 403,631 1.26
159 Scenic View Apartments 3,083,816 67.0% 368,041 1.23
160 Mustang Crossing Apartments 3,014,935 65.5% 420,999 1.46
161 Meadow Crossing Apartments 2,783,711 63.3% 420,003 1.36
162 Owens Corning Manufacturing Warehouse 663,717 13.4% 510,106 1.23
163 Daley Square 2,957,213 67.2% 370,324 1.27
164 Old Florida Plaza 2,942,869 66.9% 445,295 1.55
165 Arrowhead Creekside Center 2,942,445 67.4% 374,659 1.31
166 Holiday Inn - Clovis 2,785,077 54.1% 513,692 1.57
167 3005 Peachtree Road 2,893,274 57.9% 369,592 1.29
168 Hampton Inn - Columbus East 2,274,872 48.4% 514,830 1.59
169 Newport Towers 2,844,624 71.1% 352,225 1.28
170 Mont Michel Apartments 2,416,977 53.0% 372,101 1.23
171 Soniat House Hotel 2,658,404 52.1% 554,252 1.83
172 Fairview Market 1,962,089 41.1% 433,800 1.70
173 Montclaire Apartments 2,781,684 65.3% 348,169 1.32
174 Embassy Building 2,754,462 59.1% 368,622 1.39
175 Park Terrace Apartments 2,667,960 68.4% 325,995 1.27
176 Westheimer Plaza Shopping Center 2,754,709 68.9% 352,648 1.30
177 129-133 West 29th Street 2,477,262 45.9% 416,079 1.49
178 Woodspear/Vista Flores Apartments 2,641,740 61.4% 348,761 1.40
179 Clarendon CVS 2,682,062 65.4% 329,100 1.25
180 A Storage Place Phases I & II 2,393,397 61.4% 377,669 1.43
181 135 Raritan Center Parkway 2,586,103 57.5% 323,126 1.27
182 The Treasury Center 2,374,765 60.1% 397,937 1.46
183 Crescent View Apartments 2,489,626 67.7% 292,116 1.23
184 Comfort Suites Intercontinental Plaza 2,210,834 58.2% 424,486 1.57
185 Cottonwood Medical & Dental Center 2,508,049 65.1% 353,696 1.43
186 Blue Bell Shopping Center 2,414,015 71.0% 300,882 1.30
187 Sun Plaza 2,423,529 55.1% 344,508 1.45
188 Kirkland Business Center 2,223,842 41.8% 449,765 1.80
189 Colima Plaza 2,207,242 53.8% 366,496 1.50
190 Kmart - Columbus 2,381,869 64.4% 312,809 1.33
191 Briarwood Mobile Home Park 2,351,253 70.9% 290,154 1.29
192 Ohio Valley Nursing Home 2,199,604 55.0% 563,206 2.25
193 Forest Edge Apartments 2,350,406 69.1% 313,927 1.38
194 Sonora Crossroads 2,296,476 69.6% 299,570 1.33
195 Crystal Springs Apartments 2,087,784 44.4% 292,557 1.27
196 Chateau Park Apartments 2,247,269 66.3% 297,866 1.41
197 Scottsdale Air Park 2,243,169 66.0% 280,568 1.30
198 Preston Royal Office Park 2,249,903 47.9% 315,172 1.40
199 Regent Place Office Building 2,245,694 62.4% 314,678 1.41
200 Dale Terrace Apartments 2,193,124 60.9% 294,777 1.41
201 Woodside Apartments 2,182,642 65.9% 318,602 1.56
202 Virginia Dare Office Building 2,187,639 64.3% 282,806 1.32
203 Rustic Ridge Apartments 1,561,339 50.8% 279,782 1.33
204 Heritage Square Retail Center 2,186,445 68.3% 298,736 1.37
205 Kessel Food Market - Flushing (1N) 1,079,559 62.8% 159,590 1.35
206 Kessel Food Market - Grand Blanc (1N) 897,728 62.8% 133,227 1.35
207 178-188 Middle Street 1,997,658 57.9% 292,036 1.28
208 350 Raritan Center Parkway 1,979,527 61.9% 273,720 1.23
209 El San Juan Mobile Home Park 2,110,467 57.2% 272,419 1.38
210 Meadowood Apartments 2,051,210 64.1% 244,160 1.24
211 Country Club Corner Retail Center 2,096,260 63.5% 272,618 1.33
212 Vagabond Apartments 182,612 5.9% 278,009 1.28
213 Esprit Office Building 2,065,088 64.5% 252,920 1.27
214 Mission Plaza 1,783,582 55.2% 264,817 1.36
215 Broussard Village Shopping Center 1,994,204 64.9% 263,371 1.37
216 Another Attic Self Storage 1,839,532 61.3% 280,485 1.37
217 Raintree Apartments 1,396,319 50.8% 237,937 1.27
218 Jeffco Plaza 1,943,316 64.8% 267,682 1.36
219 Ramada Inn - Chatsworth 1,776,568 52.6% 338,463 1.69
220 Preston Plaza 1,906,592 68.1% 242,605 1.28
221 U.S. Storage Centers 1,893,733 69.6% 260,564 1.41
222 Comfort Inn - San Jose 1,756,276 43.2% 372,009 1.83
223 A-1 Mini Storage 1,605,322 48.6% 262,336 1.45
224 Sandpiper Apartments 1,767,719 69.3% 227,867 1.36
225 Plantation Xtra Storage 1,648,243 48.5% 306,072 1.66
226 Perimeter Plaza Shopping Center 1,633,348 61.4% 242,247 1.35
227 Red Oak Apartments (1O) 554,296 51.9% 86,299 1.35
228 Diplomat Apartments (1O) 316,154 51.9% 43,181 1.35
</TABLE>
<PAGE>
Descriptions of the Mortgaged Properties
<TABLE>
<CAPTION>
Units/
Sq. Ft./
Rooms/ Fee Simple/
# Property Name Property Type Pads Leasehold
<S> <C> <C> <C> <C>
229 Waterston Apartments (1O) Multifamily 16 Fee
230 Montage Apartments (1O) Multifamily 14 Fee
231 Melroy Apartments (1O) Multifamily 12 Fee
232 Envoy Apartments (1O) Multifamily 10 Fee
233 Sixth & Gass Office Building Office 15,403 Fee
234 Rancho Los Amigos Manufactured Housing 103 Fee
235 Savemart Shopping Center Retail 21,160 Fee
236 Glenwood Apartments Multifamily 60 Fee
237 Georgian Court/Woodside Apartments Multifamily 129 Fee
238 Everhart Place Apartments Multifamily 104 Fee
239 West 34th Self Storage Self Storage 61,395 Fee
240 Regency Apartments Multifamily 68 Fee
241 Corona Industrial Center Industrial 54,000 Fee
242 North American/Lazy "R" Manufactured Housing Communities Manufactured Housing 156 Fee
243 Harmony Mobile Home Park Manufactured Housing 124 Fee
244 Dunshire Gardens Apartments (1P) Multifamily 48 Fee
245 Alpine Gardens Apartments (1P) Multifamily 23 Fee
246 Delvale Apartments (1P) Multifamily 39 Fee
247 The Northwest Medical Plaza Shopping Center Retail 51,960 Fee
248 Kingsley Business Center Industrial 86,620 Fee
249 OfficeMax Retail 23,500 Fee
250 Rutherford Place Mixed Use 51,280 Fee
251 The Woods II Office Buildings Office 23,914 Fee
252 Greenville Avenue B & G Retail 13,314 Fee
253 Boulder Ridge Apartments Multifamily 83 Fee
254 Spring Gardens Apartments Multifamily 79 Fee
255 The Admiral Apartments & The Drake Apartments Multifamily 76 Fee
256 Heritage Apartments Multifamily 42 Fee
257 Montgomery Village Executive Plaza Phase I Office 42,783 Fee
258 Orchard Lake Mini-Storage Self Storage 32,310 Fee
259 Parker Road Retail Retail 32,125 Fee
260 Smith Shopping Center Retail 19,455 Fee
261 Rivermont Park Industrial 217,783 Fee
262 SecurCare of Colorado Springs Self Storage 48,895 Fee
263 Free Street Office Building Office 29,897 Fee
264 Maple Valley Plaza Retail 28,905 Fee
265 Crestview Apartments Multifamily 63 Fee
266 Cedar Lakes Apartments Multifamily 103 Fee
267 Rose Garden Apartments Multifamily 40 Fee
268 Kmart - Charleston Retail 104,000 Leasehold
269 Edelweiss Apartments Multifamily 50 Fee
270 The Wachler Building Mixed Use 9,587 Fee
271 CTC II Building Industrial 19,360 Fee
272 Autumn Ridge Apartments Multifamily 99 Fee
273 Diversey & Sheffield Plaza Retail 13,192 Fee
274 The Pinger Building Mixed Use 35,750 Fee
275 Elden Professional Building Office 19,054 Fee
276 Orangetree Apartments Multifamily 39 Fee
277 Silver Cliff Apartments Multifamily 89 Fee
278 Granada Plaza Retail 22,900 Fee
279 Summitwood Village Apartments Multifamily 39 Fee
280 2221 Lee Road Office Building Office 28,000 Fee
281 All American Mini Storage Self Storage 54,375 Fee
282 201 Commonwealth Court Office 13,149 Fee
283 Olde Oaks Apartments Multifamily 103 Fee
284 Bouganvillas Apartments Multifamily 23 Fee
285 Martin Mobile Home Park Manufactured Housing 121 Fee
286 Ellendale Place Apartments Multifamily 22 Fee
287 Kessel Food Market - Saginaw Retail 35,755 Fee
288 Talbot Center Retail 8,540 Fee
289 Circle K Mobile Home Park Manufactured Housing 59 Fee
290 Strawberry Hill Apartments Multifamily 84 Fee
291 McGeordan Apartments Multifamily 36 Fee
292 Camel Toe Plaza Shopping Center Retail 35,170 Fee
293 Washington Park Offices Office 26,400 Fee
294 Denway Circle Apartments Multifamily 64 Fee
295 Oxford Village Apartments Multifamily 40 Fee
296 Space Saver #8 Self-Storage Facility Self Storage 35,472 Fee
297 Food City Retail Center Retail 19,738 Fee
298 Meadowood I Apartments Multifamily 54 Fee
299 Windy Hill Apartments Multifamily 41 Fee
300 Northgate Plaza Retail 20,592 Fee
301 Lone Mountain Mobile Home Park Manufactured Housing 51 Fee
302 Ogden Apartments Multifamily 44 Fee
303 Oak Lawn Square Retail 9,747 Fee
304 Flat Iron Building Office 30,244 Fee
<CAPTION>
Occupancy
# Property Name Year Built Year Renovated Rate at U/W (3)
<S> <C> <C> <C> <C>
229 Waterston Apartments (1O) 1973 1997 100%
230 Montage Apartments (1O) 1967 1998 100%
231 Melroy Apartments (1O) 1972 1996 100%
232 Envoy Apartments (1O) 1965 1997 100%
233 Sixth & Gass Office Building 1992 N/A 100%
234 Rancho Los Amigos 1972 N/A 97%
235 Savemart Shopping Center 1988 N/A 95%
236 Glenwood Apartments 1984 1999 100%
237 Georgian Court/Woodside Apartments 1963 1971 93%
238 Everhart Place Apartments 1968 1998 99%
239 West 34th Self Storage 1993 N/A 88%
240 Regency Apartments 1963 1997 100%
241 Corona Industrial Center 1979 N/A 100%
242 North American/Lazy "R" Manufactured Housing Communities 1966 1970 98%
243 Harmony Mobile Home Park 1950 1965 98%
244 Dunshire Gardens Apartments (1P) 1977 N/A 96%
245 Alpine Gardens Apartments (1P) 1961 N/A 96%
246 Delvale Apartments (1P) 1965 N/A 92%
247 The Northwest Medical Plaza Shopping Center 1976 1990 77%
248 Kingsley Business Center 1972 1997 97%
249 OfficeMax 1998 N/A 100%
250 Rutherford Place 1984 N/A 100%
251 The Woods II Office Buildings 1981 1991 100%
252 Greenville Avenue B & G 1935 1998 100%
253 Boulder Ridge Apartments 1974 1995 96%
254 Spring Gardens Apartments 1965 1997 96%
255 The Admiral Apartments & The Drake Apartments 1928 1940 95%
256 Heritage Apartments 1964 N/A 95%
257 Montgomery Village Executive Plaza Phase I 1981 N/A 100%
258 Orchard Lake Mini-Storage 1975 1991 98%
259 Parker Road Retail 1979 1993 100%
260 Smith Shopping Center 1987 N/A 100%
261 Rivermont Park 1967 1974 80%
262 SecurCare of Colorado Springs 1980 1996 85%
263 Free Street Office Building 1900 1984 100%
264 Maple Valley Plaza 1946 1989 95%
265 Crestview Apartments 1972 N/A 98%
266 Cedar Lakes Apartments 1976 N/A 91%
267 Rose Garden Apartments 1969 N/A 100%
268 Kmart - Charleston 1971 1998 100%
269 Edelweiss Apartments 1973 1995 96%
270 The Wachler Building 1940 1987 100%
271 CTC II Building 1996 N/A 100%
272 Autumn Ridge Apartments 1971 1997 98%
273 Diversey & Sheffield Plaza 1982 N/A 100%
274 The Pinger Building 1907 1990 100%
275 Elden Professional Building 1982 1998 97%
276 Orangetree Apartments 1959 1993 100%
277 Silver Cliff Apartments 1973 1997 97%
278 Granada Plaza 1986 N/A 80%
279 Summitwood Village Apartments 1989 N/A 100%
280 2221 Lee Road Office Building 1973 1994 100%
281 All American Mini Storage 1984 1995 88%
282 201 Commonwealth Court 1986 1997 100%
283 Olde Oaks Apartments 1974 1992 93%
284 Bouganvillas Apartments 1985 1994 100%
285 Martin Mobile Home Park 1942 1997 98%
286 Ellendale Place Apartments 1987 N/A 100%
287 Kessel Food Market - Saginaw 1960 1988 100%
288 Talbot Center 1998 N/A 100%
289 Circle K Mobile Home Park 1963 N/A 100%
290 Strawberry Hill Apartments 1964 N/A 100%
291 McGeordan Apartments 1969 1998 100%
292 Camel Toe Plaza Shopping Center 1979 N/A 100%
293 Washington Park Offices 1981 N/A 100%
294 Denway Circle Apartments 1963 N/A 91%
295 Oxford Village Apartments 1968 1995 98%
296 Space Saver #8 Self-Storage Facility 1978 1997 99%
297 Food City Retail Center 1976 1998 100%
298 Meadowood I Apartments 1983 N/A 100%
299 Windy Hill Apartments 1970 1991 98%
300 Northgate Plaza 1984 N/A 95%
301 Lone Mountain Mobile Home Park 1986 N/A 98%
302 Ogden Apartments 1904 1990 100%
303 Oak Lawn Square 1982 1997 100%
304 Flat Iron Building 1928 1986 88%
<CAPTION>
Cut-Off Date Maturity/ARD
# Property Name Appraised Value LTV Ratio (4) Balance
<S> <C> <C> <C> <C>
229 Waterston Apartments (1O) 495,000 63.0% 229,930
230 Montage Apartments (1O) 425,000 63.0% 216,792
231 Melroy Apartments (1O) 375,000 63.0% 176,553
232 Envoy Apartments (1O) 280,000 63.0% 143,706
233 Sixth & Gass Office Building 2,750,000 71.5% 1,756,937
234 Rancho Los Amigos 2,500,000 76.7% 1,697,920
235 Savemart Shopping Center 2,650,000 71.8% 1,703,615
236 Glenwood Apartments 2,400,000 78.3% 1,673,389
237 Georgian Court/Woodside Apartments 2,345,000 78.6% 1,534,868
238 Everhart Place Apartments 2,300,000 80.0% 1,631,612
239 West 34th Self Storage 2,450,000 75.0% 1,508,581
240 Regency Apartments 3,110,000 58.8% 1,511,130
241 Corona Industrial Center 2,250,000 80.0% 1,607,926
242 North American/Lazy "R" Manufactured Housing Communities 2,270,000 79.2% 1,577,086
243 Harmony Mobile Home Park 2,400,000 74.9% 1,594,600
244 Dunshire Gardens Apartments (1P) 1,325,000 70.0% 874,075
245 Alpine Gardens Apartments (1P) 500,000 70.0% 329,840
246 Delvale Apartments (1P) 740,000 70.0% 280,363
247 The Northwest Medical Plaza Shopping Center 2,400,000 74.8% 1,475,957
248 Kingsley Business Center 2,700,000 65.3% 1,588,036
249 OfficeMax 2,900,000 60.7% 763,628
250 Rutherford Place 3,150,000 54.7% 1,542,415
251 The Woods II Office Buildings 2,300,000 73.9% 1,517,864
252 Greenville Avenue B & G 2,250,000 73.4% 1,381,802
253 Boulder Ridge Apartments 2,300,000 70.0% 1,053,026
254 Spring Gardens Apartments 2,300,000 69.6% 1,313,567
255 The Admiral Apartments & The Drake Apartments 2,230,000 69.4% 1,393,312
256 Heritage Apartments 1,975,000 77.1% 119,777
257 Montgomery Village Executive Plaza Phase I 3,200,000 47.6% 42,703
258 Orchard Lake Mini-Storage 2,110,000 71.8% 1,260,835
259 Parker Road Retail 2,600,000 57.6% 1,238,896
260 Smith Shopping Center 2,000,000 73.7% 1,307,648
261 Rivermont Park 4,800,000 30.6% 1,021,407
262 SecurCare of Colorado Springs 1,950,000 74.9% 1,371,743
263 Free Street Office Building 2,300,000 63.0% 1,204,807
264 Maple Valley Plaza 2,040,000 70.8% 1,014,243
265 Crestview Apartments 1,950,000 73.4% 49,316
266 Cedar Lakes Apartments 1,940,000 73.6% 1,251,477
267 Rose Garden Apartments 2,060,000 69.0% 111,916
268 Kmart - Charleston 1,980,000 71.1% 1,261,674
269 Edelweiss Apartments 1,950,000 71.4% 1,131,925
270 The Wachler Building 2,100,000 65.8% 970,148
271 CTC II Building 1,750,000 77.1% 1,208,950
272 Autumn Ridge Apartments 1,870,000 70.8% 51,470
273 Diversey & Sheffield Plaza 1,790,000 72.6% 1,070,608
274 The Pinger Building 1,740,000 74.2% 1,056,032
275 Elden Professional Building 2,100,000 60.7% 1,060,599
276 Orangetree Apartments 1,640,000 77.6% 1,123,618
277 Silver Cliff Apartments 1,850,000 68.6% 1,044,382
278 Granada Plaza 2,000,000 62.5% 1,040,978
279 Summitwood Village Apartments 1,700,000 72.7% 1,091,265
280 2221 Lee Road Office Building 1,760,000 66.7% 1,050,378
281 All American Mini Storage 2,100,000 55.2% 957,803
282 201 Commonwealth Court 1,620,000 70.4% 940,547
283 Olde Oaks Apartments 1,490,000 73.7% 908,366
284 Bouganvillas Apartments 1,350,000 79.7% 951,424
285 Martin Mobile Home Park 1,350,000 79.3% 886,598
286 Ellendale Place Apartments 1,360,000 77.9% 92,374
287 Kessel Food Market - Saginaw 1,360,000 76.9% 858,229
288 Talbot Center 1,400,000 74.1% 941,784
289 Circle K Mobile Home Park 1,300,000 79.7% 918,888
290 Strawberry Hill Apartments 1,300,000 76.9% 831,185
291 McGeordan Apartments 1,300,000 76.7% 827,391
292 Camel Toe Plaza Shopping Center 1,300,000 74.9% 814,471
293 Washington Park Offices 2,050,000 47.3% 47,010
294 Denway Circle Apartments 1,430,000 67.8% 863,215
295 Oxford Village Apartments 1,280,000 74.1% 850,338
296 Space Saver #8 Self-Storage Facility 1,300,000 73.0% 795,424
297 Food City Retail Center 1,300,000 72.1% 776,406
298 Meadowood I Apartments 1,200,000 77.9% 835,880
299 Windy Hill Apartments 1,200,000 77.5% 776,699
300 Northgate Plaza 1,400,000 64.3% 760,555
301 Lone Mountain Mobile Home Park 1,530,000 58.8% 800,109
302 Ogden Apartments 1,325,000 67.9% 745,736
303 Oak Lawn Square 1,270,000 70.8% 742,909
304 Flat Iron Building 2,100,000 42.8% 57,970
<CAPTION>
Maturity/ARD
# Property Name LTV Ratio (4)(5) U/W NCF (6) U/W DSCR (7)
<S> <C> <C> <C> <C>
229 Waterston Apartments (1O) 51.9% 35,673 1.35
230 Montage Apartments (1O) 51.9% 35,408 1.35
231 Melroy Apartments (1O) 51.9% 24,828 1.35
232 Envoy Apartments (1O) 51.9% 19,929 1.35
233 Sixth & Gass Office Building 63.9% 215,076 1.25
234 Rancho Los Amigos 67.9% 217,667 1.35
235 Savemart Shopping Center 64.3% 210,856 1.26
236 Glenwood Apartments 69.7% 203,774 1.26
237 Georgian Court/Woodside Apartments 65.5% 225,450 1.28
238 Everhart Place Apartments 70.9% 199,205 1.27
239 West 34th Self Storage 61.6% 232,631 1.38
240 Regency Apartments 48.6% 220,809 1.30
241 Corona Industrial Center 71.5% 216,099 1.37
242 North American/Lazy "R" Manufactured Housing Communities 69.5% 244,310 1.55
243 Harmony Mobile Home Park 66.4% 220,645 1.45
244 Dunshire Gardens Apartments (1P) 57.9% 133,417 1.51
245 Alpine Gardens Apartments (1P) 57.9% 54,077 1.51
246 Delvale Apartments (1P) 57.9% 64,007 1.51
247 The Northwest Medical Plaza Shopping Center 61.5% 228,709 1.40
248 Kingsley Business Center 58.8% 214,748 1.36
249 OfficeMax 26.3% 246,631 1.43
250 Rutherford Place 49.0% 198,105 1.31
251 The Woods II Office Buildings 66.0% 202,939 1.37
252 Greenville Avenue B & G 61.4% 206,857 1.30
253 Boulder Ridge Apartments 45.8% 187,349 1.31
254 Spring Gardens Apartments 57.1% 218,823 1.50
255 The Admiral Apartments & The Drake Apartments 62.5% 213,442 1.53
256 Heritage Apartments 6.1% 172,550 1.21
257 Montgomery Village Executive Plaza Phase I 1.3% 276,882 1.52
258 Orchard Lake Mini-Storage 59.8% 203,019 1.41
259 Parker Road Retail 47.6% 209,970 1.50
260 Smith Shopping Center 65.4% 163,982 1.32
261 Rivermont Park 21.3% 253,943 1.82
262 SecurCare of Colorado Springs 70.3% 192,640 1.47
263 Free Street Office Building 52.4% 186,379 1.36
264 Maple Valley Plaza 49.7% 183,482 1.28
265 Crestview Apartments 2.5% 174,196 1.27
266 Cedar Lakes Apartments 64.5% 158,316 1.38
267 Rose Garden Apartments 5.4% 173,097 1.30
268 Kmart - Charleston 63.7% 167,043 1.34
269 Edelweiss Apartments 58.0% 156,852 1.28
270 The Wachler Building 46.2% 173,417 1.28
271 CTC II Building 69.1% 152,668 1.28
272 Autumn Ridge Apartments 2.8% 161,000 1.24
273 Diversey & Sheffield Plaza 59.8% 158,307 1.32
274 The Pinger Building 60.7% 145,708 1.26
275 Elden Professional Building 50.5% 170,918 1.41
276 Orangetree Apartments 68.5% 151,362 1.44
277 Silver Cliff Apartments 56.5% 145,518 1.25
278 Granada Plaza 52.0% 153,212 1.29
279 Summitwood Village Apartments 64.2% 149,762 1.46
280 2221 Lee Road Office Building 59.7% 134,438 1.30
281 All American Mini Storage 45.6% 183,661 1.70
282 201 Commonwealth Court 58.1% 130,483 1.23
283 Olde Oaks Apartments 61.0% 125,693 1.23
284 Bouganvillas Apartments 70.5% 118,691 1.32
285 Martin Mobile Home Park 65.7% 133,943 1.33
286 Ellendale Place Apartments 6.8% 123,813 1.22
287 Kessel Food Market - Saginaw 63.1% 119,599 1.26
288 Talbot Center 67.3% 121,269 1.25
289 Circle K Mobile Home Park 70.7% 110,024 1.26
290 Strawberry Hill Apartments 63.9% 114,423 1.21
291 McGeordan Apartments 63.6% 119,818 1.28
292 Camel Toe Plaza Shopping Center 62.7% 116,384 1.24
293 Washington Park Offices 2.3% 135,512 1.36
294 Denway Circle Apartments 60.4% 118,669 1.42
295 Oxford Village Apartments 66.4% 104,151 1.24
296 Space Saver #8 Self-Storage Facility 61.2% 128,504 1.40
297 Food City Retail Center 59.7% 108,216 1.24
298 Meadowood I Apartments 69.7% 107,665 1.31
299 Windy Hill Apartments 64.7% 107,515 1.20
300 Northgate Plaza 54.3% 108,504 1.21
301 Lone Mountain Mobile Home Park 52.3% 109,295 1.41
302 Ogden Apartments 56.3% 123,700 1.46
303 Oak Lawn Square 58.5% 102,991 1.23
304 Flat Iron Building 2.8% 145,571 1.47
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Descriptions of the Mortgaged Properties
Units/
Sq. Ft./
Rooms/ Fee Simple/
# Property Name Property Type Pads Leasehold
<S> <C> <C> <C> <C>
305 Baymar Apartments Multifamily 43 Fee
306 Texas City Medical Office Building (1Q) Office 12,456 Fee
307 Hollyvale Apartments (1Q) Multifamily 38 Fee
308 Grandin Village Apartments Multifamily 60 Fee
309 Riverview Estates Mobile Home Park Manufactured Housing 91 Fee
310 Tree Top Apartments Multifamily 38 Fee
311 871 Islington Street Office 24,969 Fee
312 Westwood Apartments Multifamily 40 Fee
313 Territorial Village (1R) Retail 10,444 Fee
314 Telshor Tower Plaza (1R) Mixed Use 4,485 Fee
315 Congress Building Office 28,977 Fee
316 Continental House Apartments Multifamily 44 Fee
317 Affordable Self Storage Self Storage 45,936 Fee
318 Iroquois Apartments Multifamily 24 Fee
319 Bay Palm Apartments Multifamily 22 Fee
320 969 & 971 Amsterdam Avenue Multifamily 20 Fee
321 59-15 55th Street Industrial 11,000 Fee
322 Chesterfield/Eula Apartments Multifamily 49 Fee
323 Carillon Retail Center Retail 12,683 Fee
324 Pine Street Apartments & Blossom Street Apartments Multifamily 23 Fee
325 Penn State Office Building Office 9,998 Fee
326 Autumn Run Apartments Multifamily 38 Fee
327 Pullman Park Apartments Multifamily 52 Fee
328 Spanish Oaks Apartments Multifamily 32 Fee
329 Ballenger Manor Apartments Multifamily 33 Fee
330 Allen Avenue Apartments Multifamily 23 Fee
331 Skyline Mall Retail 17,881 Fee
332 James Road Medical Center Office 9,070 Fee
333 Rebecca Apartments Multifamily 50 Fee
334 The Homestead Apartments Multifamily 66 Fee
335 Corona Avenue Apartments Multifamily 12 Fee
336 Sandstone Apartments Multifamily 57 Fee
337 Lynn Villa Apartments Multifamily 36 Fee
338 Savannah Apartments Multifamily 29 Fee
339 Vienna Terrace Apartments Multifamily 24 Fee
340 Alexandria Apartments - CO Multifamily 15 Fee
341 Boynton Vista Apartments Multifamily 12 Fee
342 Navarro Crossing Apartments Multifamily 32 Fee
343 Kordis Apartments Multifamily 15 Fee
Total/Weighted Average
Maximum:
Minimum:
<CAPTION>
Occupancy
# Property Name Year Built Year Renovated Rate at U/W (3)
<S> <C> <C> <C> <C>
305 Baymar Apartments 1972 1988 100%
306 Texas City Medical Office Building (1Q) 1973 1998 100%
307 Hollyvale Apartments (1Q) 1972 1998 100%
308 Grandin Village Apartments 1947 1988 92%
309 Riverview Estates Mobile Home Park 1968 1997 100%
310 Tree Top Apartments 1966 N/A 95%
311 871 Islington Street 1910 1985 92%
312 Westwood Apartments 1983 N/A 100%
313 Territorial Village (1R) 1995 N/A 100%
314 Telshor Tower Plaza (1R) 1996 N/A 100%
315 Congress Building 1925 1998 98%
316 Continental House Apartments 1969 1986 91%
317 Affordable Self Storage 1973 1978 94%
318 Iroquois Apartments 1926 1997 100%
319 Bay Palm Apartments 1962 1998 100%
320 969 & 971 Amsterdam Avenue 1915 1997 100%
321 59-15 55th Street 1986 1995 100%
322 Chesterfield/Eula Apartments 1950 1995 96%
323 Carillon Retail Center 1984 N/A 100%
324 Pine Street Apartments & Blossom Street Apartments 1940 1970 96%
325 Penn State Office Building 1982 1997 100%
326 Autumn Run Apartments 1962 1998 87%
327 Pullman Park Apartments 1986 N/A 98%
328 Spanish Oaks Apartments 1969 1997 100%
329 Ballenger Manor Apartments 1961 N/A 94%
330 Allen Avenue Apartments 1920 1998 96%
331 Skyline Mall 1988 1998 93%
332 James Road Medical Center 1984 N/A 92%
333 Rebecca Apartments 1961 1992 84%
334 The Homestead Apartments 1922 1970 100%
335 Corona Avenue Apartments 1990 1996 100%
336 Sandstone Apartments 1972 N/A 96%
337 Lynn Villa Apartments 1972 1996 100%
338 Savannah Apartments 1965 1995 100%
339 Vienna Terrace Apartments 1964 1995 92%
340 Alexandria Apartments - CO 1945 1997 100%
341 Boynton Vista Apartments 1975 1994 100%
342 Navarro Crossing Apartments 1987 N/A 88%
343 Kordis Apartments 1984 1993 93%
Total/Weighted Average 1977 1993 96%
Maximum: 1999 1999 100%
Minimum: 1830 1940 73%
<CAPTION>
Cut-Off Date Maturity/ARD
# Property Name Appraised Value LTV Ratio (4) Balance
<S> <C> <C> <C> <C>
305 Baymar Apartments 1,200,000 74.0% 30,885
306 Texas City Medical Office Building (1Q) 825,000 66.3% 390,232
307 Hollyvale Apartments (1Q) 505,000 66.3% 237,278
308 Grandin Village Apartments 1,300,000 67.7% 730,823
309 Riverview Estates Mobile Home Park 1,150,000 73.7% 700,853
310 Tree Top Apartments 1,000,000 79.9% 662,833
311 871 Islington Street 1,250,000 63.8% 658,862
312 Westwood Apartments 1,100,000 72.4% 557,753
313 Territorial Village (1R) 780,000 65.1% 335,004
314 Telshor Tower Plaza (1R) 380,000 65.1% 164,218
315 Congress Building 1,500,000 47.6% 595,831
316 Continental House Apartments 920,000 74.8% 570,408
317 Affordable Self Storage 1,100,000 61.4% 564,674
318 Iroquois Apartments 860,000 77.6% 556,769
319 Bay Palm Apartments 900,000 72.6% 584,355
320 969 & 971 Amsterdam Avenue 1,275,000 50.9% 547,198
321 59-15 55th Street 880,000 73.7% 543,460
322 Chesterfield/Eula Apartments 1,000,000 63.5% 447,748
323 Carillon Retail Center 975,000 65.1% 529,709
324 Pine Street Apartments & Blossom Street Apartments 1,080,000 57.9% 444,944
325 Penn State Office Building 915,000 65.5% 541,319
326 Autumn Run Apartments 840,000 68.6% 478,129
327 Pullman Park Apartments 750,000 76.3% 470,200
328 Spanish Oaks Apartments 870,000 64.0% 454,820
329 Ballenger Manor Apartments 760,000 72.6% 455,255
330 Allen Avenue Apartments 800,000 66.6% 441,601
331 Skyline Mall 1,000,000 53.1% 379,490
332 James Road Medical Center 870,000 59.8% 439,077
333 Rebecca Apartments 700,000 73.8% 26,442
334 The Homestead Apartments 870,000 57.5% 418,857
335 Corona Avenue Apartments 725,000 68.6% 28,153
336 Sandstone Apartments 620,000 72.2% 364,163
337 Lynn Villa Apartments 600,000 69.0% 346,800
338 Savannah Apartments 550,000 71.7% 328,980
339 Vienna Terrace Apartments 520,000 71.4% 264,505
340 Alexandria Apartments - CO 550,000 57.2% 262,278
341 Boynton Vista Apartments 430,000 69.4% 247,751
342 Navarro Crossing Apartments 425,000 64.1% 191,229
343 Kordis Apartments 535,000 46.5% 204,555
Total/Weighted Average $2,149,921,000 73.2% $1,305,704,995
Maximum: $85,600,000 82.7% $61,167,306
Minimum: $170,000 30.6% $0
<CAPTION>
Maturity/ARD
# Property Name LTV Ratio (4)(5) U/W NCF (6) U/W DSCR (7)
<S> <C> <C> <C> <C>
305 Baymar Apartments 2.6% 112,488 1.32
306 Texas City Medical Office Building (1Q) 47.2% 70,488 1.32
307 Hollyvale Apartments (1Q) 47.2% 47,932 1.32
308 Grandin Village Apartments 56.2% 100,707 1.21
309 Riverview Estates Mobile Home Park 60.9% 105,946 1.35
310 Tree Top Apartments 66.3% 92,404 1.23
311 871 Islington Street 52.7% 105,920 1.44
312 Westwood Apartments 50.7% 103,941 1.33
313 Territorial Village (1R) 43.0% 70,305 1.49
314 Telshor Tower Plaza (1R) 43.0% 31,926 1.49
315 Congress Building 39.7% 88,581 1.30
316 Continental House Apartments 62.0% 80,957 1.26
317 Affordable Self Storage 51.3% 88,634 1.36
318 Iroquois Apartments 64.7% 80,121 1.25
319 Bay Palm Apartments 64.9% 69,272 1.21
320 969 & 971 Amsterdam Avenue 42.9% 90,728 1.42
321 59-15 55th Street 61.8% 86,226 1.38
322 Chesterfield/Eula Apartments 44.8% 80,585 1.28
323 Carillon Retail Center 54.3% 76,486 1.26
324 Pine Street Apartments & Blossom Street Apartments 41.2% 80,219 1.25
325 Penn State Office Building 59.2% 67,061 1.23
326 Autumn Run Apartments 56.9% 65,116 1.21
327 Pullman Park Apartments 62.7% 72,566 1.39
328 Spanish Oaks Apartments 52.3% 69,594 1.40
329 Ballenger Manor Apartments 59.9% 71,150 1.39
330 Allen Avenue Apartments 55.2% 81,836 1.64
331 Skyline Mall 37.9% 91,460 1.68
332 James Road Medical Center 50.5% 66,809 1.29
333 Rebecca Apartments 3.8% 65,632 1.20
334 The Homestead Apartments 48.1% 62,363 1.28
335 Corona Avenue Apartments 3.9% 65,314 1.23
336 Sandstone Apartments 58.7% 55,549 1.41
337 Lynn Villa Apartments 57.8% 50,987 1.27
338 Savannah Apartments 59.8% 48,797 1.29
339 Vienna Terrace Apartments 50.9% 47,979 1.27
340 Alexandria Apartments - CO 47.7% 47,132 1.57
341 Boynton Vista Apartments 57.6% 33,778 1.21
342 Navarro Crossing Apartments 45.0% 38,729 1.45
343 Kordis Apartments 38.2% 38,301 1.69
Total/Weighted Average 63.8% $180,886,274 1.34 x
Maximum: 74.1% $7,507,540 2.25 x
Minimum: 13.4% $11,235 1.20 x
</TABLE>
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview
Apartments - FL, Heron's Cove Apartments and Horizons North Apartments,
respectively.
(1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge
Apartments, and Woodscape Apartments, respectively.
(1C) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building
& The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building,
Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct
Warehouse, and Stone Fort Land - Tennessee American Water Company Office
Building, respectively, are cross-collateralized and cross-defaulted.
(1D) The Mortgage Loans secured by Cherry Creek Retirement Village and Remington
Heights Retirement Community, respectively, are cross-collateralized and
cross-defaulted.
(1E) A Single Mortgage Note secured by Two University Plaza, 800-900 Lanidex
Plaza and 140 Littleton Road, respectively.
(1F) A Single Mortgage Note secured by River Haven Mobile Home Park and
Knollwood Estates Mobile Home Park, respectively.
(1G) A Single Mortgage Note secured by U-Haul - Rusfield, U-Haul - San Clemente,
U-Haul - East Colonial and U-Haul - MacArthur Park, respectively.
(1H) A Single Mortgage Note secured by U-Haul - Dublin, U-Haul - Northridge,
U-Haul - Orange Park and U-Haul - Tulsa, respectively.
(1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa
Shopping Center and Crystal Gardens Shopping Center, respectively, are
cross-collateralized and cross-defaulted.
(1J) A Single Mortgage Note secured by U-Haul - Margate, U-Haul - Copperfield,
U-Haul - Hampton, U-Haul - Lodi, respectively.
(1K) A Single Mortgage Note secured by 1384-1450 Park Avenue, Rojacks
Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively.
(1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street,
respectively, are cross-collateralized and cross-defaulted.
(1M) A Single Mortgage Note secured by The Villas of Buena Vista Apartments, The
Parkview Apartments - TX, Madras Apartments, Alexandria Apartments - TX,
Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131 Armstrong
Condominiums, The Essex, 4431 Travis Street Apartments, 4432 Buena Vista
Apartments, The Annex Apartments, 4319 Buena Vista Apartments, The Chase
Apartments and Avalon Apartments, respectively.
(1N) A Single Mortgage Note secured by Kessel Food Market- Flushing and Kessel
Food Market-Grand Blanc, respectively.
(1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments,
Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy
Apartments, respectively, are cross-collateralized and cross-defaulted.
(1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens
Apartments and Delvale Apartments, respectively, are cross-collateralized
and cross-defaulted.
(1Q) The Mortgage Loans secured by Texas City Medical Office Building and
Hollyvale Apartments, respectively, are cross-collateralized and
cross-defaulted.
(1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza,
respectively, are cross-collateralized and cross-defaulted.
(2) The Mortgage Loan secured by Capital Heights Shopping Center has an
interest only period of 24 months from origination and thereafter is
scheduled to amortize over 360 months with the payment presented reflecting
the amount due during the amortization term.
(3) Does not include any Mortgage Loans secured by hotel properties.
(4) In the case of cross-collateralized and cross-defaulted Mortgage Loans, the
combined LTV is presented for each and every related Mortgage Loan.
(5) At maturity with respect to Balloon Loans and Fully Amortizing Loans or at
the ARD in the case of ARD Loans. There can be no assurance that the value
of any particular Mortgaged Property will not have declined from the
original appraised value. Weighted Average, Maximum and Minimum presented
are calculated without regard to any Fully Amortizing Loans.
(6) Underwritten NCF reflects the Net Cash Flow after U/W Replacement Reserves,
U/W LC's and TI's and FF&E.
(7) U/W DSCR is based on the amount of the monthly payments presented. In the
case of cross-collateralized and cross-defaulted Mortgage Loans the
combined U/W DSCR is presented for each and every related Mortgage Loan.
<PAGE>
Characteristics of the Mortgage Loans
<TABLE>
<CAPTION>
Original
Mortgage Loan Principal
# Property Name Seller Balance
<S> <C> <C> <C>
1 Oakwood Plaza GECA $68,123,000
2 Arbor Lake Club Apartments (1A) Column 30,100,000
3 The Parkview Apartments - FL (1A) Column 9,550,000
4 Heron's Cove Apartments (1A) Column 9,500,000
5 Horizons North Apartments (1A) Column 8,850,000
6 Herald Center Column 50,000,000
7 Sterling Point Apartments (1B) Column 20,817,788
8 Sandridge Apartments (1B) Column 15,147,959
9 Woodscape Apartments (1B) Column 10,144,927
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) GECA 13,356,952
11 Stone Fort Land - The Krystal Office Building (1C) GECA 9,258,048
12 Stone Fort Land - Riverside Center (1C) GECA 8,514,000
13 Stone Fort Land - Harrison Direct Warehouse (1C) GECA 3,680,000
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) GECA 1,326,000
15 Center At The Plant Column 32,000,000
16 The Boardwalk GECA 24,917,000
17 Cherry Creek Retirement Village (1D) Column 16,750,000
18 Remington Heights Retirement Community (1D) Column 7,500,000
19 Charles River Center Column 24,000,000
20 Fox Run Shopping Center GECA 24,000,000
21 Two University Plaza (1E) GSMC 12,001,734
22 800-900 Lanidex Plaza (1E) GSMC 9,637,272
23 140 Littleton Road (1E) GSMC 1,760,994
24 Embarcadero Corporate Center Column 22,500,000
25 Best Buy Plaza Shopping Center Column 21,300,000
26 Highland Falls Apartments GECA 21,300,000
27 Rancho Ocaso GECA 15,600,000
28 The Court at Deptford II GECA 15,406,000
29 Sage Crossing Apartments Column 15,250,000
30 Crossroads at Buckland Hills GSMC 14,800,000
31 Deerbrook Crossing Shopping Center (3) GSMC 14,150,000
32 Sundance Village Apartments GECA 14,000,000
33 Lake Mead Pavilion Shopping Center GECA 13,650,000
34 Ontario Plaza Column 13,600,000
35 Cole Spring Plaza GECA 13,208,421
36 Penney's Plaza GECA 12,961,000
37 Pines of Westbury GECA 13,000,000
38 Bell Run Plaza GSMC 12,800,000
39 River Haven Mobile Home Park (1F) GECA 9,939,020
40 Knollwood Estates Mobile Home Park (1F) GECA 2,760,980
41 Colesville Towers GECA 12,609,573
42 North Pointe Apartments GECA 11,324,000
43 Tower Plaza Retail Center Column 11,100,000
44 Mountain View Mobile Home Park GSMC 11,000,000
45 The Mosby Building & Apartments GECA 10,877,000
46 211 South Gulph Road GSMC 10,850,000
47 Pinewood Apartments (4) GSMC 10,600,000
48 U-Haul - Rusfield (1G) GECA 4,360,058
49 U-Haul - San Clemente (1G) GECA 2,837,732
50 U-Haul - East Colonial (1G) GECA 1,891,822
51 U-Haul - MacArthur Park (1G) GECA 1,182,388
52 Park Knolls Apartments GECA 10,200,000
53 Diamond Bar Towne Center GSMC 9,700,000
54 U-Haul - Dublin (1H) GECA 3,217,246
55 U-Haul - Northridge (1H) GECA 2,618,838
56 U-Haul - Orange Park (1H) GECA 1,898,175
57 U-Haul - Tulsa (1H) GECA 1,891,741
58 Cherry Knolls Shopping Center GECA 9,636,000
59 333 Sam Houston Office Building Column 9,400,000
60 The Shadowbrook Apartments (4) GSMC 9,480,000
61 Delta Fair Shopping Center GSMC 9,200,000
62 Willow Springs Shopping Center (1I) Column 5,000,000
63 Villa Shopping Center (1I) Column 2,600,000
64 Crystal Gardens Shopping Center (1I) Column 1,550,000
65 Hazelcrest Place GECA 9,120,000
66 BJ's Plaza Shopping Center GECA 9,100,000
67 Holiday Inn Express - City Center Column 9,000,000
68 U-Haul - Margate (1J) GECA 3,365,312
69 U-Haul - Copperfield (1J) GECA 1,945,150
70 U-Haul - Hampton (1J) GECA 1,817,269
71 U-Haul - Lodi (1J) GECA 1,817,269
72 Fashion Outlet Center GECA 8,650,000
73 Tivoli Apartments GECA 8,200,000
74 Tetra - Chase Texas Bank Center GSMC 8,185,000
75 1384-1450 Park Avenue (1K) GECA 4,183,511
76 Rojacks Supermarket/CVS Pharmacy (1K) GECA 2,290,592
77 Trucchi's Supermarket (1K) GECA 1,725,897
78 Campus Hills Shopping Center Column 8,100,000
79 Carrollton Place Apartments GECA 8,000,000
80 Welshwood Apartments GECA 7,944,000
81 Summit Square Shopping Center GSMC 8,000,000
82 Park Ridge Apartments GSMC 7,846,481
<CAPTION>
Percentage of
Cut-off Date Initial
# Property Name Balance (5) Pool Balance
<S> <C> <C> <C>
1 Oakwood Plaza $67,944,452 4.4%
2 Arbor Lake Club Apartments (1A) 30,100,000 1.9%
3 The Parkview Apartments - FL (1A) 9,550,000 0.6%
4 Heron's Cove Apartments (1A) 9,500,000 0.6%
5 Horizons North Apartments (1A) 8,850,000 0.6%
6 Herald Center 49,975,508 3.2%
7 Sterling Point Apartments (1B) 20,751,731 1.3%
8 Sandridge Apartments (1B) 15,099,893 1.0%
9 Woodscape Apartments (1B) 10,112,736 0.7%
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 13,356,952 0.9%
11 Stone Fort Land - The Krystal Office Building (1C) 9,258,048 0.6%
12 Stone Fort Land - Riverside Center (1C) 8,514,000 0.5%
13 Stone Fort Land - Harrison Direct Warehouse (1C) 3,680,000 0.2%
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 1,326,000 0.1%
15 Center At The Plant 31,961,668 2.1%
16 The Boardwalk 24,917,000 1.6%
17 Cherry Creek Retirement Village (1D) 16,729,883 1.1%
18 Remington Heights Retirement Community (1D) 7,490,992 0.5%
19 Charles River Center 24,000,000 1.5%
20 Fox Run Shopping Center 24,000,000 1.5%
21 Two University Plaza (1E) 12,001,734 0.8%
22 800-900 Lanidex Plaza (1E) 9,637,272 0.6%
23 140 Littleton Road (1E) 1,760,994 0.1%
24 Embarcadero Corporate Center 22,500,000 1.5%
25 Best Buy Plaza Shopping Center 21,288,630 1.4%
26 Highland Falls Apartments 21,259,030 1.4%
27 Rancho Ocaso 15,591,171 1.0%
28 The Court at Deptford II 15,387,641 1.0%
29 Sage Crossing Apartments 15,230,469 1.0%
30 Crossroads at Buckland Hills 14,800,000 1.0%
31 Deerbrook Crossing Shopping Center (3) 14,150,000 0.9%
32 Sundance Village Apartments 13,799,510 0.9%
33 Lake Mead Pavilion Shopping Center 13,623,886 0.9%
34 Ontario Plaza 13,558,185 0.9%
35 Cole Spring Plaza 13,054,552 0.8%
36 Penney's Plaza 12,961,000 0.8%
37 Pines of Westbury 12,940,243 0.8%
38 Bell Run Plaza 12,754,463 0.8%
39 River Haven Mobile Home Park (1F) 9,939,020 0.6%
40 Knollwood Estates Mobile Home Park (1F) 2,760,980 0.2%
41 Colesville Towers 12,457,514 0.8%
42 North Pointe Apartments 11,209,320 0.7%
43 Tower Plaza Retail Center 11,100,000 0.7%
44 Mountain View Mobile Home Park 10,965,978 0.7%
45 The Mosby Building & Apartments 10,864,106 0.7%
46 211 South Gulph Road 10,831,786 0.7%
47 Pinewood Apartments (4) 10,516,842 0.7%
48 U-Haul - Rusfield (1G) 4,360,058 0.3%
49 U-Haul - San Clemente (1G) 2,837,732 0.2%
50 U-Haul - East Colonial (1G) 1,891,822 0.1%
51 U-Haul - MacArthur Park (1G) 1,182,388 0.1%
52 Park Knolls Apartments 10,193,814 0.7%
53 Diamond Bar Towne Center 9,688,947 0.6%
54 U-Haul - Dublin (1H) 3,217,246 0.2%
55 U-Haul - Northridge (1H) 2,618,838 0.2%
56 U-Haul - Orange Park (1H) 1,898,175 0.1%
57 U-Haul - Tulsa (1H) 1,891,741 0.1%
58 Cherry Knolls Shopping Center 9,624,215 0.6%
59 333 Sam Houston Office Building 9,400,000 0.6%
60 The Shadowbrook Apartments (4) 9,397,777 0.6%
61 Delta Fair Shopping Center 9,189,628 0.6%
62 Willow Springs Shopping Center (1I) 4,995,713 0.3%
63 Villa Shopping Center (1I) 2,597,771 0.2%
64 Crystal Gardens Shopping Center (1I) 1,548,671 0.1%
65 Hazelcrest Place 9,063,117 0.6%
66 BJ's Plaza Shopping Center 9,030,538 0.6%
67 Holiday Inn Express - City Center 8,993,064 0.6%
68 U-Haul - Margate (1J) 3,365,312 0.2%
69 U-Haul - Copperfield (1J) 1,945,150 0.1%
70 U-Haul - Hampton (1J) 1,817,269 0.1%
71 U-Haul - Lodi (1J) 1,817,269 0.1%
72 Fashion Outlet Center 8,636,259 0.6%
73 Tivoli Apartments 8,195,550 0.5%
74 Tetra - Chase Texas Bank Center 8,175,323 0.5%
75 1384-1450 Park Avenue (1K) 4,148,631 0.3%
76 Rojacks Supermarket/CVS Pharmacy (1K) 2,271,495 0.1%
77 Trucchi's Supermarket (1K) 1,711,508 0.1%
78 Campus Hills Shopping Center 8,100,000 0.5%
79 Carrollton Place Apartments 7,990,665 0.5%
80 Welshwood Apartments 7,934,876 0.5%
81 Summit Square Shopping Center 7,856,262 0.5%
82 Park Ridge Apartments 7,846,481 0.5%
<CAPTION>
Origination Remaining
Amortization Amortization
Term Term
# Property Name (months) (months)
<S> <C> <C> <C>
1 Oakwood Plaza 360 356
2 Arbor Lake Club Apartments (1A) 360 360
3 The Parkview Apartments - FL (1A) 360 360
4 Heron's Cove Apartments (1A) 360 360
5 Horizons North Apartments (1A) 360 360
6 Herald Center 360 359
7 Sterling Point Apartments (1B) 360 356
8 Sandridge Apartments (1B) 360 356
9 Woodscape Apartments (1B) 360 356
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 360 360
11 Stone Fort Land - The Krystal Office Building (1C) 360 360
12 Stone Fort Land - Riverside Center (1C) 360 360
13 Stone Fort Land - Harrison Direct Warehouse (1C) 360 360
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 360 360
15 Center At The Plant 360 358
16 The Boardwalk 360 360
17 Cherry Creek Retirement Village (1D) 360 358
18 Remington Heights Retirement Community (1D) 360 358
19 Charles River Center 360 360
20 Fox Run Shopping Center 360 360
21 Two University Plaza (1E) 360 360
22 800-900 Lanidex Plaza (1E) 360 360
23 140 Littleton Road (1E) 360 360
24 Embarcadero Corporate Center 360 360
25 Best Buy Plaza Shopping Center 360 359
26 Highland Falls Apartments 360 357
27 Rancho Ocaso 360 359
28 The Court at Deptford II 360 358
29 Sage Crossing Apartments 360 358
30 Crossroads at Buckland Hills 360 360
31 Deerbrook Crossing Shopping Center (3) 360 360
32 Sundance Village Apartments 300 288
33 Lake Mead Pavilion Shopping Center 360 357
34 Ontario Plaza 360 356
35 Cole Spring Plaza 360 346
36 Penney's Plaza 360 360
37 Pines of Westbury 360 354
38 Bell Run Plaza 360 355
39 River Haven Mobile Home Park (1F) 360 360
40 Knollwood Estates Mobile Home Park (1F) 360 360
41 Colesville Towers 360 346
42 North Pointe Apartments 360 347
43 Tower Plaza Retail Center 360 360
44 Mountain View Mobile Home Park 360 356
45 The Mosby Building & Apartments 360 358
46 211 South Gulph Road 360 357
47 Pinewood Apartments (4) 360 350
48 U-Haul - Rusfield (1G) 312 312
49 U-Haul - San Clemente (1G) 312 312
50 U-Haul - East Colonial (1G) 312 312
51 U-Haul - MacArthur Park (1G) 312 312
52 Park Knolls Apartments 360 359
53 Diamond Bar Towne Center 360 358
54 U-Haul - Dublin (1H) 312 312
55 U-Haul - Northridge (1H) 312 312
56 U-Haul - Orange Park (1H) 312 312
57 U-Haul - Tulsa (1H) 312 312
58 Cherry Knolls Shopping Center 360 358
59 333 Sam Houston Office Building 360 360
60 The Shadowbrook Apartments (4) 360 349
61 Delta Fair Shopping Center 360 358
62 Willow Springs Shopping Center (1I) 300 299
63 Villa Shopping Center (1I) 300 299
64 Crystal Gardens Shopping Center (1I) 300 299
65 Hazelcrest Place 360 352
66 BJ's Plaza Shopping Center 360 350
67 Holiday Inn Express - City Center 300 299
68 U-Haul - Margate (1J) 312 312
69 U-Haul - Copperfield (1J) 312 312
70 U-Haul - Hampton (1J) 312 312
71 U-Haul - Lodi (1J) 312 312
72 Fashion Outlet Center 360 357
73 Tivoli Apartments 360 359
74 Tetra - Chase Texas Bank Center 360 358
75 1384-1450 Park Avenue (1K) 360 349
76 Rojacks Supermarket/CVS Pharmacy (1K) 360 349
77 Trucchi's Supermarket (1K) 360 349
78 Campus Hills Shopping Center 360 360
79 Carrollton Place Apartments 360 358
80 Welshwood Apartments 360 358
81 Summit Square Shopping Center 240 231
82 Park Ridge Apartments 349 349
<CAPTION>
Original Remaining
Term to Term to
Maturity Maturity
# Property Name (months) (6) (months) (6)
<S> <C> <C> <C>
1 Oakwood Plaza 120 116
2 Arbor Lake Club Apartments (1A) 120 120
3 The Parkview Apartments - FL (1A) 120 120
4 Heron's Cove Apartments (1A) 120 120
5 Horizons North Apartments (1A) 120 120
6 Herald Center 120 119
7 Sterling Point Apartments (1B) 120 116
8 Sandridge Apartments (1B) 120 116
9 Woodscape Apartments (1B) 120 116
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 120 120
11 Stone Fort Land - The Krystal Office Building (1C) 120 120
12 Stone Fort Land - Riverside Center (1C) 120 120
13 Stone Fort Land - Harrison Direct Warehouse (1C) 120 120
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 120 120
15 Center At The Plant 120 118
16 The Boardwalk 120 120
17 Cherry Creek Retirement Village (1D) 120 118
18 Remington Heights Retirement Community (1D) 120 118
19 Charles River Center 120 120
20 Fox Run Shopping Center 120 120
21 Two University Plaza (1E) 120 120
22 800-900 Lanidex Plaza (1E) 120 120
23 140 Littleton Road (1E) 120 120
24 Embarcadero Corporate Center 120 120
25 Best Buy Plaza Shopping Center 120 119
26 Highland Falls Apartments 120 117
27 Rancho Ocaso 120 119
28 The Court at Deptford II 120 118
29 Sage Crossing Apartments 84 82
30 Crossroads at Buckland Hills 120 120
31 Deerbrook Crossing Shopping Center (3) 120 120
32 Sundance Village Apartments 300 288
33 Lake Mead Pavilion Shopping Center 120 117
34 Ontario Plaza 120 116
35 Cole Spring Plaza 144 130
36 Penney's Plaza 120 120
37 Pines of Westbury 120 114
38 Bell Run Plaza 120 115
39 River Haven Mobile Home Park (1F) 120 120
40 Knollwood Estates Mobile Home Park (1F) 120 120
41 Colesville Towers 120 106
42 North Pointe Apartments 180 167
43 Tower Plaza Retail Center 120 120
44 Mountain View Mobile Home Park 120 116
45 The Mosby Building & Apartments 120 118
46 211 South Gulph Road 120 117
47 Pinewood Apartments (4) 120 110
48 U-Haul - Rusfield (1G) 120 120
49 U-Haul - San Clemente (1G) 120 120
50 U-Haul - East Colonial (1G) 120 120
51 U-Haul - MacArthur Park (1G) 120 120
52 Park Knolls Apartments 120 119
53 Diamond Bar Towne Center 120 118
54 U-Haul - Dublin (1H) 120 120
55 U-Haul - Northridge (1H) 120 120
56 U-Haul - Orange Park (1H) 120 120
57 U-Haul - Tulsa (1H) 120 120
58 Cherry Knolls Shopping Center 120 118
59 333 Sam Houston Office Building 120 120
60 The Shadowbrook Apartments (4) 120 109
61 Delta Fair Shopping Center 120 118
62 Willow Springs Shopping Center (1I) 120 119
63 Villa Shopping Center (1I) 120 119
64 Crystal Gardens Shopping Center (1I) 120 119
65 Hazelcrest Place 240 232
66 BJ's Plaza Shopping Center 180 170
67 Holiday Inn Express - City Center 120 119
68 U-Haul - Margate (1J) 120 120
69 U-Haul - Copperfield (1J) 120 120
70 U-Haul - Hampton (1J) 120 120
71 U-Haul - Lodi (1J) 120 120
72 Fashion Outlet Center 120 117
73 Tivoli Apartments 120 119
74 Tetra - Chase Texas Bank Center 120 118
75 1384-1450 Park Avenue (1K) 180 169
76 Rojacks Supermarket/CVS Pharmacy (1K) 180 169
77 Trucchi's Supermarket (1K) 180 169
78 Campus Hills Shopping Center 120 120
79 Carrollton Place Apartments 120 118
80 Welshwood Apartments 120 118
81 Summit Square Shopping Center 240 231
82 Park Ridge Apartments 109 109
<CAPTION>
Mortgage Monthly
# Property Name Rate Payment
<S> <C> <C> <C>
1 Oakwood Plaza 8.180% $508,436.85
2 Arbor Lake Club Apartments (1A) 7.880% 218,350.36
3 The Parkview Apartments - FL (1A) 7.880% 69,277.27
4 Heron's Cove Apartments (1A) 7.880% 68,914.56
5 Horizons North Apartments (1A) 7.880% 64,199.36
6 Herald Center 7.754% 358,344.34
7 Sterling Point Apartments (1B) 7.220% 141,590.65
8 Sandridge Apartments (1B) 7.220% 103,027.73
9 Woodscape Apartments (1B) 7.220% 68,999.98
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 7.470% 93,119.51
11 Stone Fort Land - The Krystal Office Building (1C) 7.470% 64,543.54
12 Stone Fort Land - Riverside Center (1C) 7.470% 59,356.32
13 Stone Fort Land - Harrison Direct Warehouse (1C) 7.470% 25,655.54
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 7.470% 9,244.36
15 Center At The Plant 7.760% 229,473.09
16 The Boardwalk 7.550% 175,077.17
17 Cherry Creek Retirement Village (1D) 7.750% 119,999.05
18 Remington Heights Retirement Community (1D) 7.750% 53,730.92
19 Charles River Center 7.870% 173,933.37
20 Fox Run Shopping Center 7.560% 168,798.62
21 Two University Plaza (1E) 7.980% 87,897.20
22 800-900 Lanidex Plaza (1E) 7.980% 70,580.57
23 140 Littleton Road (1E) 7.980% 12,897.01
24 Embarcadero Corporate Center 7.620% 159,176.21
25 Best Buy Plaza Shopping Center 7.500% 148,932.69
26 Highland Falls Apartments 7.300% 146,026.61
27 Rancho Ocaso 7.320% 107,161.18
28 The Court at Deptford II 7.780% 110,690.02
29 Sage Crossing Apartments 7.500% 106,630.21
30 Crossroads at Buckland Hills 7.860% 107,156.22
31 Deerbrook Crossing Shopping Center (3) 7.910% 102,941.29
32 Sundance Village Apartments 6.990% 98,859.80
33 Lake Mead Pavilion Shopping Center 7.320% 93,766.03
34 Ontario Plaza 7.380% 93,978.17
35 Cole Spring Plaza 7.120% 88,943.01
36 Penney's Plaza 7.430% 90,004.75
37 Pines of Westbury 7.000% 86,489.32
38 Bell Run Plaza 7.490% 89,411.83
39 River Haven Mobile Home Park (1F) 7.360% 68,544.76
40 Knollwood Estates Mobile Home Park (1F) 7.360% 19,041.19
41 Colesville Towers 6.940% 83,384.31
42 North Pointe Apartments 6.870% 74,352.79
43 Tower Plaza Retail Center 8.020% 81,602.68
44 Mountain View Mobile Home Park 7.350% 75,786.93
45 The Mosby Building & Apartments 7.800% 78,300.31
46 211 South Gulph Road 7.790% 78,030.86
47 Pinewood Apartments (4) 6.870% 69,599.04
48 U-Haul - Rusfield (1G) 7.940% 33,074.67
49 U-Haul - San Clemente (1G) 7.940% 21,526.57
50 U-Haul - East Colonial (1G) 7.940% 14,351.05
51 U-Haul - MacArthur Park (1G) 7.940% 8,969.40
52 Park Knolls Apartments 7.100% 68,547.26
53 Diamond Bar Towne Center 7.950% 70,837.35
54 U-Haul - Dublin (1H) 7.940% 24,405.49
55 U-Haul - Northridge (1H) 7.940% 19,866.07
56 U-Haul - Orange Park (1H) 7.940% 14,399.24
57 U-Haul - Tulsa (1H) 7.940% 14,350.43
58 Cherry Knolls Shopping Center 7.680% 68,567.95
59 333 Sam Houston Office Building 7.810% 67,732.91
60 The Shadowbrook Apartments (4) 6.800% 61,802.51
61 Delta Fair Shopping Center 7.990% 67,442.21
62 Willow Springs Shopping Center (1I) 7.860% 38,128.25
63 Villa Shopping Center (1I) 7.860% 19,826.69
64 Crystal Gardens Shopping Center (1I) 7.860% 11,819.76
65 Hazelcrest Place 6.900% 60,064.33
66 BJ's Plaza Shopping Center 6.990% 60,481.42
67 Holiday Inn Express - City Center 8.300% 71,261.48
68 U-Haul - Margate (1J) 7.940% 25,528.70
69 U-Haul - Copperfield (1J) 7.940% 14,755.59
70 U-Haul - Hampton (1J) 7.940% 13,785.50
71 U-Haul - Lodi (1J) 7.940% 13,785.50
72 Fashion Outlet Center 7.980% 63,350.08
73 Tivoli Apartments 7.450% 57,055.10
74 Tetra - Chase Texas Bank Center 7.810% 58,978.07
75 1384-1450 Park Avenue (1K) 6.970% 27,748.77
76 Rojacks Supermarket/CVS Pharmacy (1K) 6.970% 15,193.24
77 Trucchi's Supermarket (1K) 6.970% 11,447.68
78 Campus Hills Shopping Center 7.970% 59,265.62
79 Carrollton Place Apartments 7.860% 57,922.28
80 Welshwood Apartments 7.920% 57,847.84
81 Summit Square Shopping Center 6.850% 61,779.65
82 Park Ridge Apartments 7.650% 56,131.00
<CAPTION>
First
Payment Maturity
# Property Name Date Date
<S> <C> <C> <C>
1 Oakwood Plaza 3/1/99 2/1/29
2 Arbor Lake Club Apartments (1A) 7/1/99 6/1/09
3 The Parkview Apartments - FL (1A) 7/1/99 6/1/09
4 Heron's Cove Apartments (1A) 7/1/99 6/1/09
5 Horizons North Apartments (1A) 7/1/99 6/1/09
6 Herald Center 6/1/99 5/1/29
7 Sterling Point Apartments (1B) 3/1/99 2/1/09
8 Sandridge Apartments (1B) 3/1/99 2/1/09
9 Woodscape Apartments (1B) 3/1/99 2/1/09
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 7/1/99 6/1/09
11 Stone Fort Land - The Krystal Office Building (1C) 7/1/99 6/1/09
12 Stone Fort Land - Riverside Center (1C) 7/1/99 6/1/09
13 Stone Fort Land - Harrison Direct Warehouse (1C) 7/1/99 6/1/09
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 7/1/99 6/1/09
15 Center At The Plant 5/1/99 4/1/09
16 The Boardwalk 7/1/99 6/1/09
17 Cherry Creek Retirement Village (1D) 5/1/99 4/1/09
18 Remington Heights Retirement Community (1D) 5/1/99 4/1/09
19 Charles River Center 7/1/99 6/1/09
20 Fox Run Shopping Center 7/1/99 6/1/09
21 Two University Plaza (1E) 7/1/99 6/1/09
22 800-900 Lanidex Plaza (1E) 7/1/99 6/1/09
23 140 Littleton Road (1E) 7/1/99 6/1/09
24 Embarcadero Corporate Center 7/1/99 6/1/09
25 Best Buy Plaza Shopping Center 6/1/99 5/1/09
26 Highland Falls Apartments 4/1/99 3/1/09
27 Rancho Ocaso 6/1/99 5/1/09
28 The Court at Deptford II 5/1/99 4/1/09
29 Sage Crossing Apartments 5/1/99 4/1/06
30 Crossroads at Buckland Hills 7/1/99 6/1/09
31 Deerbrook Crossing Shopping Center (3) 7/1/99 6/1/09
32 Sundance Village Apartments 7/1/98 6/1/23
33 Lake Mead Pavilion Shopping Center 4/1/99 3/1/09
34 Ontario Plaza 3/1/99 2/1/09
35 Cole Spring Plaza 5/1/98 4/1/28
36 Penney's Plaza 7/1/99 6/1/09
37 Pines of Westbury 1/1/99 12/1/28
38 Bell Run Plaza 2/1/99 1/1/09
39 River Haven Mobile Home Park (1F) 7/1/99 6/1/09
40 Knollwood Estates Mobile Home Park (1F) 7/1/99 6/1/09
41 Colesville Towers 5/1/98 4/1/28
42 North Pointe Apartments 6/1/98 5/1/28
43 Tower Plaza Retail Center 7/1/99 6/1/09
44 Mountain View Mobile Home Park 3/1/99 2/1/09
45 The Mosby Building & Apartments 5/1/99 4/1/09
46 211 South Gulph Road 4/1/99 3/1/09
47 Pinewood Apartments (4) 9/1/98 8/1/08
48 U-Haul - Rusfield (1G) 7/1/99 6/1/09
49 U-Haul - San Clemente (1G) 7/1/99 6/1/09
50 U-Haul - East Colonial (1G) 7/1/99 6/1/09
51 U-Haul - MacArthur Park (1G) 7/1/99 6/1/09
52 Park Knolls Apartments 6/1/99 5/1/09
53 Diamond Bar Towne Center 5/1/99 4/1/09
54 U-Haul - Dublin (1H) 7/1/99 6/1/09
55 U-Haul - Northridge (1H) 7/1/99 6/1/09
56 U-Haul - Orange Park (1H) 7/1/99 6/1/09
57 U-Haul - Tulsa (1H) 7/1/99 6/1/09
58 Cherry Knolls Shopping Center 5/1/99 4/1/09
59 333 Sam Houston Office Building 7/1/99 6/1/09
60 The Shadowbrook Apartments (4) 8/1/98 7/1/08
61 Delta Fair Shopping Center 5/1/99 4/1/09
62 Willow Springs Shopping Center (1I) 6/1/99 5/1/09
63 Villa Shopping Center (1I) 6/1/99 5/1/09
64 Crystal Gardens Shopping Center (1I) 6/1/99 5/1/09
65 Hazelcrest Place 11/1/98 10/1/28
66 BJ's Plaza Shopping Center 9/1/98 8/1/28
67 Holiday Inn Express - City Center 6/1/99 5/1/09
68 U-Haul - Margate (1J) 7/1/99 6/1/09
69 U-Haul - Copperfield (1J) 7/1/99 6/1/09
70 U-Haul - Hampton (1J) 7/1/99 6/1/09
71 U-Haul - Lodi (1J) 7/1/99 6/1/09
72 Fashion Outlet Center 4/1/99 3/1/09
73 Tivoli Apartments 6/1/99 5/1/09
74 Tetra - Chase Texas Bank Center 5/1/99 4/1/09
75 1384-1450 Park Avenue (1K) 8/1/98 7/1/28
76 Rojacks Supermarket/CVS Pharmacy (1K) 8/1/98 7/1/28
77 Trucchi's Supermarket (1K) 8/1/98 7/1/28
78 Campus Hills Shopping Center 7/1/99 6/1/09
79 Carrollton Place Apartments 5/1/99 4/1/09
80 Welshwood Apartments 5/1/99 4/1/09
81 Summit Square Shopping Center 10/1/98 9/1/18
82 Park Ridge Apartments 7/1/99 7/1/08
<CAPTION>
Prepayment Provision
# Property Name ARD (7) as of Origination (8)
<S> <C> <C> <C>
1 Oakwood Plaza 2/1/09 L (9.75), O (0.25)
2 Arbor Lake Club Apartments (1A) L (9.5), O (0.5)
3 The Parkview Apartments - FL (1A) L (9.5), O (0.5)
4 Heron's Cove Apartments (1A) L (9.5), O (0.5)
5 Horizons North Apartments (1A) L (9.5), O (0.5)
6 Herald Center 5/1/09 L (9.5), O (0.5)
7 Sterling Point Apartments (1B) L (9.5), O (0.5)
8 Sandridge Apartments (1B) L (9.5), O (0.5)
9 Woodscape Apartments (1B) L (9.5), O (0.5)
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) L (9.75), O (0.25)
11 Stone Fort Land - The Krystal Office Building (1C) L (9.75), O (0.25)
12 Stone Fort Land - Riverside Center (1C) L (9.75), O (0.25)
13 Stone Fort Land - Harrison Direct Warehouse (1C) L (9.75), O (0.25)
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) L (9.75), O (0.25)
15 Center At The Plant L (9.5), O (0.5)
16 The Boardwalk L (9.75), O (0.25)
17 Cherry Creek Retirement Village (1D) L (9.5), O (0.5)
18 Remington Heights Retirement Community (1D) L (9.5), O (0.5)
19 Charles River Center L (9.5), O (0.5)
20 Fox Run Shopping Center L (9.75), O (0.25)
21 Two University Plaza (1E) L (9.67), O (0.33)
22 800-900 Lanidex Plaza (1E) L (9.67), O (0.33)
23 140 Littleton Road (1E) L (9.67), O (0.33)
24 Embarcadero Corporate Center L (9.5), O (0.5)
25 Best Buy Plaza Shopping Center L (9.5), O (0.5)
26 Highland Falls Apartments L (9.67), O (0.33)
27 Rancho Ocaso L (9.75), O (0.25)
28 The Court at Deptford II L (9.75), O (0.25)
29 Sage Crossing Apartments L (6.5), O (0.5)
30 Crossroads at Buckland Hills L (9.67), O (0.33)
31 Deerbrook Crossing Shopping Center (3) L (9.67), O (0.33)
32 Sundance Village Apartments L (7.83), YM 1% (16.92), O (0.25)
33 Lake Mead Pavilion Shopping Center L (9.75), O (0.25)
34 Ontario Plaza L (9.5), O (0.5)
35 Cole Spring Plaza 4/1/10 L (6), YM 1% (5.75), O (0.25)
36 Penney's Plaza L (9.75), O (0.25)
37 Pines of Westbury 12/1/08 L (9.75), O (0.25)
38 Bell Run Plaza L (9.67), O (0.33)
39 River Haven Mobile Home Park (1F) L (9.75), O (0.25)
40 Knollwood Estates Mobile Home Park (1F) L (9.75), O (0.25)
41 Colesville Towers 4/1/08 L (8), YM 1% (1.75), O (0.25)
42 North Pointe Apartments 5/1/13 L (4.92), YM 1% (9.83), O (0.25)
43 Tower Plaza Retail Center L (9.5), O (0.5)
44 Mountain View Mobile Home Park L (9.67), O (0.33)
45 The Mosby Building & Apartments L (9.75), O (0.25)
46 211 South Gulph Road L (9.67), O (0.33)
47 Pinewood Apartments (4) L (3.92), YM 1% (5.5), O (0.58)
48 U-Haul - Rusfield (1G) L (9.75), O (0.25)
49 U-Haul - San Clemente (1G) L (9.75), O (0.25)
50 U-Haul - East Colonial (1G) L (9.75), O (0.25)
51 U-Haul - MacArthur Park (1G) L (9.75), O (0.25)
52 Park Knolls Apartments L (9.75), O (0.25)
53 Diamond Bar Towne Center L (9.67), O (0.33)
54 U-Haul - Dublin (1H) L (9.75), O (0.25)
55 U-Haul - Northridge (1H) L (9.75), O (0.25)
56 U-Haul - Orange Park (1H) L (9.75), O (0.25)
57 U-Haul - Tulsa (1H) L (9.75), O (0.25)
58 Cherry Knolls Shopping Center L (9.75), O (0.25)
59 333 Sam Houston Office Building L (9.5), O (0.5)
60 The Shadowbrook Apartments (4) L (3.92), YM 1% (5), O (1.08)
61 Delta Fair Shopping Center L (9.67), O (0.33)
62 Willow Springs Shopping Center (1I) L (9.5), O (0.5)
63 Villa Shopping Center (1I) L (9.5), O (0.5)
64 Crystal Gardens Shopping Center (1I) L (9.5), O (0.5)
65 Hazelcrest Place 10/1/18 L (19.75), O (0.25)
66 BJ's Plaza Shopping Center 8/1/13 L (14.67), O (0.33)
67 Holiday Inn Express - City Center L (9.5), O (0.5)
68 U-Haul - Margate (1J) L (9.75), O (0.25)
69 U-Haul - Copperfield (1J) L (9.75), O (0.25)
70 U-Haul - Hampton (1J) L (9.75), O (0.25)
71 U-Haul - Lodi (1J) L (9.75), O (0.25)
72 Fashion Outlet Center L (9.75), O (0.25)
73 Tivoli Apartments L (9.75), O (0.25)
74 Tetra - Chase Texas Bank Center L (9.67), O (0.33)
75 1384-1450 Park Avenue (1K) 7/1/13 L (4.92), YM 1% (9.83), O (0.25)
76 Rojacks Supermarket/CVS Pharmacy (1K) 7/1/13 L (4.92), YM 1% (9.83), O (0.25)
77 Trucchi's Supermarket (1K) 7/1/13 L (4.92), YM 1% (9.83), O (0.25)
78 Campus Hills Shopping Center L (9.5), O (0.5)
79 Carrollton Place Apartments L (9.67), O (0.33)
80 Welshwood Apartments L (9.75), O (0.25)
81 Summit Square Shopping Center L (19.67), O (0.33)
82 Park Ridge Apartments L (8.92), O (0.17)
<CAPTION>
Defeasance
# Property Name Option (9)
<S> <C> <C>
1 Oakwood Plaza Yes
2 Arbor Lake Club Apartments (1A) Yes
3 The Parkview Apartments - FL (1A) Yes
4 Heron's Cove Apartments (1A) Yes
5 Horizons North Apartments (1A) Yes
6 Herald Center Yes
7 Sterling Point Apartments (1B) Yes
8 Sandridge Apartments (1B) Yes
9 Woodscape Apartments (1B) Yes
10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Yes
11 Stone Fort Land - The Krystal Office Building (1C) Yes
12 Stone Fort Land - Riverside Center (1C) Yes
13 Stone Fort Land - Harrison Direct Warehouse (1C) Yes
14 Stone Fort Land - Tennessee American Water Company Office Building (1C) Yes
15 Center At The Plant Yes
16 The Boardwalk Yes
17 Cherry Creek Retirement Village (1D) Yes
18 Remington Heights Retirement Community (1D) Yes
19 Charles River Center Yes
20 Fox Run Shopping Center Yes
21 Two University Plaza (1E) Yes
22 800-900 Lanidex Plaza (1E) Yes
23 140 Littleton Road (1E) Yes
24 Embarcadero Corporate Center Yes
25 Best Buy Plaza Shopping Center Yes
26 Highland Falls Apartments Yes
27 Rancho Ocaso Yes
28 The Court at Deptford II Yes
29 Sage Crossing Apartments Yes
30 Crossroads at Buckland Hills Yes
31 Deerbrook Crossing Shopping Center (3) Yes
32 Sundance Village Apartments No
33 Lake Mead Pavilion Shopping Center Yes
34 Ontario Plaza Yes
35 Cole Spring Plaza No
36 Penney's Plaza Yes
37 Pines of Westbury Yes
38 Bell Run Plaza Yes
39 River Haven Mobile Home Park (1F) Yes
40 Knollwood Estates Mobile Home Park (1F) Yes
41 Colesville Towers No
42 North Pointe Apartments No
43 Tower Plaza Retail Center Yes
44 Mountain View Mobile Home Park Yes
45 The Mosby Building & Apartments Yes
46 211 South Gulph Road Yes
47 Pinewood Apartments (4) Both
48 U-Haul - Rusfield (1G) Yes
49 U-Haul - San Clemente (1G) Yes
50 U-Haul - East Colonial (1G) Yes
51 U-Haul - MacArthur Park (1G) Yes
52 Park Knolls Apartments Yes
53 Diamond Bar Towne Center Yes
54 U-Haul - Dublin (1H) Yes
55 U-Haul - Northridge (1H) Yes
56 U-Haul - Orange Park (1H) Yes
57 U-Haul - Tulsa (1H) Yes
58 Cherry Knolls Shopping Center Yes
59 333 Sam Houston Office Building Yes
60 The Shadowbrook Apartments (4) Both
61 Delta Fair Shopping Center Yes
62 Willow Springs Shopping Center (1I) Yes
63 Villa Shopping Center (1I) Yes
64 Crystal Gardens Shopping Center (1I) Yes
65 Hazelcrest Place Yes
66 BJ's Plaza Shopping Center Yes
67 Holiday Inn Express - City Center Yes
68 U-Haul - Margate (1J) Yes
69 U-Haul - Copperfield (1J) Yes
70 U-Haul - Hampton (1J) Yes
71 U-Haul - Lodi (1J) Yes
72 Fashion Outlet Center Yes
73 Tivoli Apartments Yes
74 Tetra - Chase Texas Bank Center Yes
75 1384-1450 Park Avenue (1K) No
76 Rojacks Supermarket/CVS Pharmacy (1K) No
77 Trucchi's Supermarket (1K) No
78 Campus Hills Shopping Center Yes
79 Carrollton Place Apartments Yes
80 Welshwood Apartments Yes
81 Summit Square Shopping Center Yes
82 Park Ridge Apartments Yes
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Original
Mortgage Loan Principal
# Property Name Seller Balance
<S> <C> <C>
83 294-306A Harvard Street GECA 7,820,000
84 929 Pearl Street (1L) Column 4,250,000
85 2005 Tenth Street (1L) Column 3,400,000
86 Industrial Warehouse GSMC 7,600,000
87 Mesa Dunes Mobile Home Park GECA 7,600,000
88 Pleasant Hill Executive Park GECA 7,524,000
89 Best Western - Stratford Inn GECA 7,140,000
90 Silverside-Carr Corporate Center GSMC 7,140,000
91 Country Corners Apartments GECA 7,125,000
92 Bell Palm Plaza GECA 7,006,000
93 Pleasant Run Apartments GECA 6,880,000
94 Chalet Apartments & Commercial Plaza GECA 6,900,000
95 West Ashley Shoppes Shopping Center GSMC 6,700,000
96 Hampton Inn - Anchorage GECA 6,500,000
97 Pacific Isle Apartments GECA 6,450,000
98 Sunset Crest Apartments GECA 6,450,000
99 Skyline Apartments GSMC 6,500,000
100 Hampton Inn & Suites - Annapolis GECA 6,400,000
101 Carlisle Commerce Center GECA 6,383,000
102 Glendale Medical Arts Center Column 6,000,000
103 Batavia Wood Medical Center GSMC 5,950,000
104 Village Green Plaza Shopping Center GECA 6,000,000
105 South Bank Riverwalk Retail GECA 6,000,000
106 Pickwick Apartments Column 5,400,000
107 The Villas of Buena Vista Apartments (1M) Column 770,576
108 The Parkview Apartments - TX (1M) Column 545,300
109 Madras Apartments (1M) Column 528,900
110 Alexandria Apartments - TX (1M) Column 506,300
111 Sandia Park (1M) Column 459,000
112 4300 Travis Apartments (1M) Column 428,000
113 Vista Quarters Condos (1M) Column 373,500
114 3131 Armstrong Condominiums (1M) Column 365,200
115 The Essex (1M) Column 350,000
116 4431 Travis Street Apartments (1M) Column 208,000
117 4432 Buena Vista Apartments (1M) Column 201,171
118 The Annex Apartments (1M) Column 195,050
119 4319 Buena Vista Apartments (1M) Column 141,100
120 The Chase Apartments (1M) Column 121,049
121 Avalon Apartments (1M) Column 106,854
122 Point Breeze Apartments Column 5,300,000
123 Hidden Oaks Apartments Column 5,300,000
124 El Monte Shopping Center GSMC 5,250,000
125 Casa Real Apartments (4) GSMC 5,250,000
126 The Plaza Apartments GECA 5,161,000
127 Washington Square Shopping Center Column 5,090,000
128 Beechnut Village Shopping Center (3) GSMC 5,075,000
129 Anaheim Mobile Estates Column 5,050,000
130 Westridge Marketplace GECA 5,040,000
131 McGehee Park Apartments Column 5,000,000
132 Cypress Center GECA 5,000,000
133 Best Western - Miramar GECA 4,900,000
134 Garden City Tower GECA 4,900,000
135 Tradewinds Apartments GSMC 4,800,000
136 Highland Country Estates Column 4,800,000
137 The Highlands Apartments Column 4,700,000
138 8800 Roswell Road Office Park GECA 4,403,000
139 Turf Mobile Manor GECA 4,320,000
140 Oakwood Village Apartments GECA 4,240,000
141 La Salle Crossing Apartments GSMC 4,258,000
142 Wynnewood Greens Apartments GSMC 4,150,000
143 Comfort Inn - Augusta GECA 4,009,000
144 220 Jackson Street GECA 3,995,000
145 Weis Plaza GSMC 4,000,000
146 75 Canton Office Park GECA 3,961,000
147 Capital Heights Shopping Center (2) Column 3,900,000
148 Emerald Center GECA 3,805,000
149 NationsBank Office Building Column 3,800,000
150 Pecos Trail Office Compound, Phase III Column 3,800,000
151 HealthSouth Medical Plaza GSMC 3,791,000
152 Hampton Inn - Louisville GECA 3,600,000
153 Holiday Inn - Augusta GECA 3,596,000
154 Nassau Bay Village Apartments GECA 3,577,832
155 West Knoll Apartments GSMC 3,550,000
156 Best Western - San Mateo Los Prados Inn Column 3,500,000
157 Parkway Shopping Center GSMC 3,500,000
158 1600 Congress Street/343 Forest Avenue Column 3,500,000
159 Scenic View Apartments GECA 3,467,000
160 Mustang Crossing Apartments Column 3,400,000
161 Meadow Crossing Apartments Column 3,400,000
162 Owens Corning Manufacturing Warehouse GECA 3,500,000
163 Daley Square Column 3,300,000
164 Old Florida Plaza GSMC 3,300,000
<CAPTION>
Percentage of
Cut-off Date Initial
# Property Name Balance (5) Pool Balance
<S> <C> <C> <C>
83 294-306A Harvard Street 7,811,042 0.5%
84 929 Pearl Street (1L) 4,247,835 0.3%
85 2005 Tenth Street (1L) 3,398,268 0.2%
86 Industrial Warehouse 7,596,362 0.5%
87 Mesa Dunes Mobile Home Park 7,585,381 0.5%
88 Pleasant Hill Executive Park 7,515,312 0.5%
89 Best Western - Stratford Inn 7,140,000 0.5%
90 Silverside-Carr Corporate Center 7,131,086 0.5%
91 Country Corners Apartments 7,033,257 0.5%
92 Bell Palm Plaza 6,997,910 0.5%
93 Pleasant Run Apartments 6,880,000 0.4%
94 Chalet Apartments & Commercial Plaza 6,829,146 0.4%
95 West Ashley Shoppes Shopping Center 6,700,000 0.4%
96 Hampton Inn - Anchorage 6,478,558 0.4%
97 Pacific Isle Apartments 6,450,000 0.4%
98 Sunset Crest Apartments 6,450,000 0.4%
99 Skyline Apartments 6,449,163 0.4%
100 Hampton Inn & Suites - Annapolis 6,400,000 0.4%
101 Carlisle Commerce Center 6,379,880 0.4%
102 Glendale Medical Arts Center 5,997,057 0.4%
103 Batavia Wood Medical Center 5,943,783 0.4%
104 Village Green Plaza Shopping Center 5,930,478 0.4%
105 South Bank Riverwalk Retail 5,888,781 0.4%
106 Pickwick Apartments 5,389,808 0.3%
107 The Villas of Buena Vista Apartments (1M) 770,576 0.0%
108 The Parkview Apartments - TX (1M) 545,300 0.0%
109 Madras Apartments (1M) 528,900 0.0%
110 Alexandria Apartments - TX (1M) 506,300 0.0%
111 Sandia Park (1M) 459,000 0.0%
112 4300 Travis Apartments (1M) 428,000 0.0%
113 Vista Quarters Condos (1M) 373,500 0.0%
114 3131 Armstrong Condominiums (1M) 365,200 0.0%
115 The Essex (1M) 350,000 0.0%
116 4431 Travis Street Apartments (1M) 208,000 0.0%
117 4432 Buena Vista Apartments (1M) 201,171 0.0%
118 The Annex Apartments (1M) 195,050 0.0%
119 4319 Buena Vista Apartments (1M) 141,100 0.0%
120 The Chase Apartments (1M) 121,049 0.0%
121 Avalon Apartments (1M) 106,854 0.0%
122 Point Breeze Apartments 5,297,180 0.3%
123 Hidden Oaks Apartments 5,296,933 0.3%
124 El Monte Shopping Center 5,246,806 0.3%
125 Casa Real Apartments (4) 5,211,823 0.3%
126 The Plaza Apartments 5,154,834 0.3%
127 Washington Square Shopping Center 5,082,521 0.3%
128 Beechnut Village Shopping Center (3) 5,075,000 0.3%
129 Anaheim Mobile Estates 5,042,440 0.3%
130 Westridge Marketplace 5,033,708 0.3%
131 McGehee Park Apartments 4,997,349 0.3%
132 Cypress Center 4,962,517 0.3%
133 Best Western - Miramar 4,896,024 0.3%
134 Garden City Tower 4,869,438 0.3%
135 Tradewinds Apartments 4,797,522 0.3%
136 Highland Country Estates 4,797,116 0.3%
137 The Highlands Apartments 4,697,499 0.3%
138 8800 Roswell Road Office Park 4,397,545 0.3%
139 Turf Mobile Manor 4,314,730 0.3%
140 Oakwood Village Apartments 4,237,646 0.3%
141 La Salle Crossing Apartments 4,224,857 0.3%
142 Wynnewood Greens Apartments 4,137,687 0.3%
143 Comfort Inn - Augusta 4,001,738 0.3%
144 220 Jackson Street 3,990,264 0.3%
145 Weis Plaza 3,985,770 0.3%
146 75 Canton Office Park 3,956,093 0.3%
147 Capital Heights Shopping Center (2) 3,900,000 0.3%
148 Emerald Center 3,800,958 0.2%
149 NationsBank Office Building 3,800,000 0.2%
150 Pecos Trail Office Compound, Phase III 3,798,136 0.2%
151 HealthSouth Medical Plaza 3,789,173 0.2%
152 Hampton Inn - Louisville 3,596,040 0.2%
153 Holiday Inn - Augusta 3,589,486 0.2%
154 Nassau Bay Village Apartments 3,553,801 0.2%
155 West Knoll Apartments 3,539,842 0.2%
156 Best Western - San Mateo Los Prados Inn 3,497,235 0.2%
157 Parkway Shopping Center 3,496,484 0.2%
158 1600 Congress Street/343 Forest Avenue 3,493,209 0.2%
159 Scenic View Apartments 3,462,847 0.2%
160 Mustang Crossing Apartments 3,398,262 0.2%
161 Meadow Crossing Apartments 3,397,009 0.2%
162 Owens Corning Manufacturing Warehouse 3,348,357 0.2%
163 Daley Square 3,300,000 0.2%
164 Old Florida Plaza 3,298,443 0.2%
<CAPTION>
Origination Remaining
Amortization Amortization
Term Term
# Property Name (months) (months)
<S> <C> <C> <C>
83 294-306A Harvard Street 360 358
84 929 Pearl Street (1L) 360 359
85 2005 Tenth Street (1L) 360 359
86 Industrial Warehouse 360 359
87 Mesa Dunes Mobile Home Park 360 357
88 Pleasant Hill Executive Park 360 358
89 Best Western - Stratford Inn 300 300
90 Silverside-Carr Corporate Center 360 358
91 Country Corners Apartments 360 344
92 Bell Palm Plaza 360 358
93 Pleasant Run Apartments 360 360
94 Chalet Apartments & Commercial Plaza 360 347
95 West Ashley Shoppes Shopping Center 360 360
96 Hampton Inn - Anchorage 240 238
97 Pacific Isle Apartments 360 360
98 Sunset Crest Apartments 360 360
99 Skyline Apartments 360 349
100 Hampton Inn & Suites - Annapolis 300 300
101 Carlisle Commerce Center 360 359
102 Glendale Medical Arts Center 360 359
103 Batavia Wood Medical Center 360 358
104 Village Green Plaza Shopping Center 300 290
105 South Bank Riverwalk Retail 240 231
106 Pickwick Apartments 360 357
107 The Villas of Buena Vista Apartments (1M) 300 300
108 The Parkview Apartments - TX (1M) 300 300
109 Madras Apartments (1M) 300 300
110 Alexandria Apartments - TX (1M) 300 300
111 Sandia Park (1M) 300 300
112 4300 Travis Apartments (1M) 300 300
113 Vista Quarters Condos (1M) 300 300
114 3131 Armstrong Condominiums (1M) 300 300
115 The Essex (1M) 300 300
116 4431 Travis Street Apartments (1M) 300 300
117 4432 Buena Vista Apartments (1M) 300 300
118 The Annex Apartments (1M) 300 300
119 4319 Buena Vista Apartments (1M) 300 300
120 The Chase Apartments (1M) 300 300
121 Avalon Apartments (1M) 300 300
122 Point Breeze Apartments 360 359
123 Hidden Oaks Apartments 360 359
124 El Monte Shopping Center 360 359
125 Casa Real Apartments (4) 360 351
126 The Plaza Apartments 360 358
127 Washington Square Shopping Center 360 357
128 Beechnut Village Shopping Center (3) 360 360
129 Anaheim Mobile Estates 240 239
130 Westridge Marketplace 360 358
131 McGehee Park Apartments 360 359
132 Cypress Center 300 293
133 Best Western - Miramar 300 299
134 Garden City Tower 360 352
135 Tradewinds Apartments 360 359
136 Highland Country Estates 360 359
137 The Highlands Apartments 360 359
138 8800 Roswell Road Office Park 360 358
139 Turf Mobile Manor 360 358
140 Oakwood Village Apartments 360 359
141 La Salle Crossing Apartments 360 349
142 Wynnewood Greens Apartments 360 356
143 Comfort Inn - Augusta 300 298
144 220 Jackson Street 360 358
145 Weis Plaza 360 355
146 75 Canton Office Park 360 358
147 Capital Heights Shopping Center (2) 360 360
148 Emerald Center 360 358
149 NationsBank Office Building 360 360
150 Pecos Trail Office Compound, Phase III 360 359
151 HealthSouth Medical Plaza 360 359
152 Hampton Inn - Louisville 276 275
153 Holiday Inn - Augusta 300 298
154 Nassau Bay Village Apartments 360 352
155 West Knoll Apartments 300 297
156 Best Western - San Mateo Los Prados Inn 300 299
157 Parkway Shopping Center 300 299
158 1600 Congress Street/343 Forest Avenue 300 298
159 Scenic View Apartments 360 358
160 Mustang Crossing Apartments 360 359
161 Meadow Crossing Apartments 300 299
162 Owens Corning Manufacturing Warehouse 156 145
163 Daley Square 360 360
164 Old Florida Plaza 360 359
<CAPTION>
Original Remaining
Term to Term to
Maturity Maturity
# Property Name (months) (6) (months) (6)
<S> <C> <C> <C>
83 294-306A Harvard Street 120 118
84 929 Pearl Street (1L) 120 119
85 2005 Tenth Street (1L) 120 119
86 Industrial Warehouse 120 119
87 Mesa Dunes Mobile Home Park 120 117
88 Pleasant Hill Executive Park 120 118
89 Best Western - Stratford Inn 120 120
90 Silverside-Carr Corporate Center 120 118
91 Country Corners Apartments 120 104
92 Bell Palm Plaza 120 118
93 Pleasant Run Apartments 120 120
94 Chalet Apartments & Commercial Plaza 180 167
95 West Ashley Shoppes Shopping Center 120 120
96 Hampton Inn - Anchorage 120 118
97 Pacific Isle Apartments 120 120
98 Sunset Crest Apartments 120 120
99 Skyline Apartments 120 109
100 Hampton Inn & Suites - Annapolis 120 120
101 Carlisle Commerce Center 84 83
102 Glendale Medical Arts Center 120 119
103 Batavia Wood Medical Center 120 118
104 Village Green Plaza Shopping Center 156 146
105 South Bank Riverwalk Retail 240 231
106 Pickwick Apartments 120 117
107 The Villas of Buena Vista Apartments (1M) 120 120
108 The Parkview Apartments - TX (1M) 120 120
109 Madras Apartments (1M) 120 120
110 Alexandria Apartments - TX (1M) 120 120
111 Sandia Park (1M) 120 120
112 4300 Travis Apartments (1M) 120 120
113 Vista Quarters Condos (1M) 120 120
114 3131 Armstrong Condominiums (1M) 120 120
115 The Essex (1M) 120 120
116 4431 Travis Street Apartments (1M) 120 120
117 4432 Buena Vista Apartments (1M) 120 120
118 The Annex Apartments (1M) 120 120
119 4319 Buena Vista Apartments (1M) 120 120
120 The Chase Apartments (1M) 120 120
121 Avalon Apartments (1M) 120 120
122 Point Breeze Apartments 120 119
123 Hidden Oaks Apartments 120 119
124 El Monte Shopping Center 120 119
125 Casa Real Apartments (4) 120 111
126 The Plaza Apartments 120 118
127 Washington Square Shopping Center 120 117
128 Beechnut Village Shopping Center (3) 120 120
129 Anaheim Mobile Estates 240 239
130 Westridge Marketplace 120 118
131 McGehee Park Apartments 120 119
132 Cypress Center 180 173
133 Best Western - Miramar 120 119
134 Garden City Tower 240 232
135 Tradewinds Apartments 120 119
136 Highland Country Estates 120 119
137 The Highlands Apartments 120 119
138 8800 Roswell Road Office Park 120 118
139 Turf Mobile Manor 120 118
140 Oakwood Village Apartments 84 83
141 La Salle Crossing Apartments 120 109
142 Wynnewood Greens Apartments 120 116
143 Comfort Inn - Augusta 120 118
144 220 Jackson Street 120 118
145 Weis Plaza 120 115
146 75 Canton Office Park 120 118
147 Capital Heights Shopping Center (2) 120 119
148 Emerald Center 120 118
149 NationsBank Office Building 120 120
150 Pecos Trail Office Compound, Phase III 120 119
151 HealthSouth Medical Plaza 120 119
152 Hampton Inn - Louisville 120 119
153 Holiday Inn - Augusta 120 118
154 Nassau Bay Village Apartments 60 52
155 West Knoll Apartments 120 117
156 Best Western - San Mateo Los Prados Inn 84 83
157 Parkway Shopping Center 120 119
158 1600 Congress Street/343 Forest Avenue 120 118
159 Scenic View Apartments 120 118
160 Mustang Crossing Apartments 120 119
161 Meadow Crossing Apartments 120 119
162 Owens Corning Manufacturing Warehouse 137 126
163 Daley Square 120 120
164 Old Florida Plaza 120 119
<CAPTION>
Mortgage Monthly
# Property Name Rate Payment
<S> <C> <C> <C>
83 294-306A Harvard Street 7.930% 56,999.25
84 929 Pearl Street (1L) 7.640% 30,125.10
85 2005 Tenth Street (1L) 7.640% 24,100.08
86 Industrial Warehouse 7.820% 54,815.43
87 Mesa Dunes Mobile Home Park 7.300% 52,103.39
88 Pleasant Hill Executive Park 7.900% 54,684.84
89 Best Western - Stratford Inn 8.160% 55,866.59
90 Silverside-Carr Corporate Center 7.600% 50,413.73
91 Country Corners Apartments 6.940% 47,116.04
92 Bell Palm Plaza 7.900% 50,919.99
93 Pleasant Run Apartments 7.410% 47,682.67
94 Chalet Apartments & Commercial Plaza 6.810% 45,028.81
95 West Ashley Shoppes Shopping Center 7.850% 48,463.44
96 Hampton Inn - Anchorage 7.750% 53,361.66
97 Pacific Isle Apartments 7.460% 44,922.80
98 Sunset Crest Apartments 7.410% 44,702.51
99 Skyline Apartments 7.240% 44,297.38
100 Hampton Inn & Suites - Annapolis 7.990% 49,353.85
101 Carlisle Commerce Center 7.760% 45,772.71
102 Glendale Medical Arts Center 7.750% 42,984.73
103 Batavia Wood Medical Center 8.270% 44,784.05
104 Village Green Plaza Shopping Center 7.140% 42,944.11
105 South Bank Riverwalk Retail 6.600% 45,088.32
106 Pickwick Apartments 7.370% 37,278.06
107 The Villas of Buena Vista Apartments (1M) 7.890% 5,891.39
108 The Parkview Apartments - TX (1M) 7.890% 4,169.06
109 Madras Apartments (1M) 7.890% 4,043.67
110 Alexandria Apartments - TX (1M) 7.890% 3,870.88
111 Sandia Park (1M) 7.890% 3,509.26
112 4300 Travis Apartments (1M) 7.890% 3,272.25
113 Vista Quarters Condos (1M) 7.890% 2,855.57
114 3131 Armstrong Condominiums (1M) 7.890% 2,792.11
115 The Essex (1M) 7.890% 2,675.90
116 4431 Travis Street Apartments (1M) 7.890% 1,590.25
117 4432 Buena Vista Apartments (1M) 7.890% 1,538.04
118 The Annex Apartments (1M) 7.890% 1,491.24
119 4319 Buena Vista Apartments (1M) 7.890% 1,078.77
120 The Chase Apartments (1M) 7.890% 925.47
121 Avalon Apartments (1M) 7.890% 816.95
122 Point Breeze Apartments 7.510% 37,094.67
123 Hidden Oaks Apartments 7.250% 36,155.34
124 El Monte Shopping Center 7.090% 35,246.28
125 Casa Real Apartments (4) 6.800% 34,226.07
126 The Plaza Apartments 7.770% 37,045.39
127 Washington Square Shopping Center 8.240% 38,203.69
128 Beechnut Village Shopping Center (3) 8.160% 37,806.16
129 Anaheim Mobile Estates 7.910% 41,957.80
130 Westridge Marketplace 7.600% 35,586.17
131 McGehee Park Apartments 7.520% 35,029.23
132 Cypress Center 7.660% 37,471.49
133 Best Western - Miramar 8.090% 38,111.60
134 Garden City Tower 6.900% 32,271.41
135 Tradewinds Apartments 7.600% 33,891.59
136 Highland Country Estates 7.130% 32,354.69
137 The Highlands Apartments 7.510% 32,895.27
138 8800 Roswell Road Office Park 7.630% 31,179.30
139 Turf Mobile Manor 7.690% 30,770.09
140 Oakwood Village Apartments 7.380% 29,299.08
141 La Salle Crossing Apartments 7.260% 29,075.95
142 Wynnewood Greens Apartments 7.560% 29,188.10
143 Comfort Inn - Augusta 8.210% 31,501.88
144 220 Jackson Street 7.800% 28,758.83
145 Weis Plaza 7.490% 27,941.20
146 75 Canton Office Park 7.630% 28,049.34
147 Capital Heights Shopping Center (2) 7.460% 27,162.62
148 Emerald Center 8.210% 28,478.77
149 NationsBank Office Building 7.960% 27,777.16
150 Pecos Trail Office Compound, Phase III 7.750% 27,223.67
151 HealthSouth Medical Plaza 7.800% 27,290.29
152 Hampton Inn - Louisville 7.750% 27,984.53
153 Holiday Inn - Augusta 8.210% 28,256.61
154 Nassau Bay Village Apartments 6.610% 22,900.70
155 West Knoll Apartments 7.770% 26,860.80
156 Best Western - San Mateo Los Prados Inn 8.200% 27,478.91
157 Parkway Shopping Center 7.160% 25,095.65
158 1600 Congress Street/343 Forest Avenue 7.860% 26,689.77
159 Scenic View Apartments 7.760% 24,861.97
160 Mustang Crossing Apartments 7.630% 24,076.68
161 Meadow Crossing Apartments 7.750% 25,681.18
162 Owens Corning Manufacturing Warehouse 7.120% 34,460.57
163 Daley Square 8.070% 24,375.46
164 Old Florida Plaza 7.860% 23,892.94
<CAPTION>
First
Payment Maturity
# Property Name Date Date
<S> <C> <C> <C>
83 294-306A Harvard Street 5/1/99 4/1/09
84 929 Pearl Street (1L) 6/1/99 5/1/09
85 2005 Tenth Street (1L) 6/1/99 5/1/09
86 Industrial Warehouse 6/1/99 5/1/09
87 Mesa Dunes Mobile Home Park 4/1/99 3/1/09
88 Pleasant Hill Executive Park 5/1/99 4/1/09
89 Best Western - Stratford Inn 7/1/99 6/1/09
90 Silverside-Carr Corporate Center 5/1/99 4/1/09
91 Country Corners Apartments 3/1/98 2/1/28
92 Bell Palm Plaza 5/1/99 4/1/09
93 Pleasant Run Apartments 7/1/99 6/1/09
94 Chalet Apartments & Commercial Plaza 6/1/98 5/1/28
95 West Ashley Shoppes Shopping Center 7/1/99 6/1/09
96 Hampton Inn - Anchorage 5/1/99 4/1/09
97 Pacific Isle Apartments 7/1/99 6/1/09
98 Sunset Crest Apartments 7/1/99 6/1/09
99 Skyline Apartments 8/1/98 7/1/08
100 Hampton Inn & Suites - Annapolis 7/1/99 6/1/09
101 Carlisle Commerce Center 6/1/99 5/1/06
102 Glendale Medical Arts Center 6/1/99 5/1/09
103 Batavia Wood Medical Center 5/1/99 4/1/09
104 Village Green Plaza Shopping Center 9/1/98 8/1/23
105 South Bank Riverwalk Retail 10/1/98 9/1/18
106 Pickwick Apartments 4/1/99 3/1/09
107 The Villas of Buena Vista Apartments (1M) 7/1/99 6/1/09
108 The Parkview Apartments - TX (1M) 7/1/99 6/1/09
109 Madras Apartments (1M) 7/1/99 6/1/09
110 Alexandria Apartments - TX (1M) 7/1/99 6/1/09
111 Sandia Park (1M) 7/1/99 6/1/09
112 4300 Travis Apartments (1M) 7/1/99 6/1/09
113 Vista Quarters Condos (1M) 7/1/99 6/1/09
114 3131 Armstrong Condominiums (1M) 7/1/99 6/1/09
115 The Essex (1M) 7/1/99 6/1/09
116 4431 Travis Street Apartments (1M) 7/1/99 6/1/09
117 4432 Buena Vista Apartments (1M) 7/1/99 6/1/09
118 The Annex Apartments (1M) 7/1/99 6/1/09
119 4319 Buena Vista Apartments (1M) 7/1/99 6/1/09
120 The Chase Apartments (1M) 7/1/99 6/1/09
121 Avalon Apartments (1M) 7/1/99 6/1/09
122 Point Breeze Apartments 6/1/99 5/1/09
123 Hidden Oaks Apartments 6/1/99 5/1/09
124 El Monte Shopping Center 6/1/99 5/1/09
125 Casa Real Apartments (4) 10/1/98 9/1/08
126 The Plaza Apartments 5/1/99 4/1/09
127 Washington Square Shopping Center 4/1/99 3/1/09
128 Beechnut Village Shopping Center (3) 7/1/99 6/1/09
129 Anaheim Mobile Estates 6/1/99 5/1/19
130 Westridge Marketplace 5/1/99 4/1/09
131 McGehee Park Apartments 6/1/99 5/1/09
132 Cypress Center 12/1/98 11/1/13
133 Best Western - Miramar 6/1/99 5/1/09
134 Garden City Tower 11/1/98 10/1/28
135 Tradewinds Apartments 6/1/99 5/1/09
136 Highland Country Estates 6/1/99 5/1/09
137 The Highlands Apartments 6/1/99 5/1/09
138 8800 Roswell Road Office Park 5/1/99 4/1/09
139 Turf Mobile Manor 5/1/99 4/1/09
140 Oakwood Village Apartments 6/1/99 5/1/06
141 La Salle Crossing Apartments 8/1/98 7/1/08
142 Wynnewood Greens Apartments 3/1/99 2/1/09
143 Comfort Inn - Augusta 5/1/99 4/1/09
144 220 Jackson Street 5/1/99 4/1/09
145 Weis Plaza 2/1/99 1/1/09
146 75 Canton Office Park 5/1/99 4/1/09
147 Capital Heights Shopping Center (2) 6/1/99 5/1/09
148 Emerald Center 5/1/99 4/1/09
149 NationsBank Office Building 7/1/99 6/1/09
150 Pecos Trail Office Compound, Phase III 6/1/99 5/1/09
151 HealthSouth Medical Plaza 6/1/99 5/1/09
152 Hampton Inn - Louisville 6/1/99 5/1/09
153 Holiday Inn - Augusta 5/1/99 4/1/09
154 Nassau Bay Village Apartments 11/1/98 10/1/28
155 West Knoll Apartments 4/1/99 3/1/09
156 Best Western - San Mateo Los Prados Inn 6/1/99 5/1/06
157 Parkway Shopping Center 6/1/99 5/1/09
158 1600 Congress Street/343 Forest Avenue 5/1/99 4/1/09
159 Scenic View Apartments 5/1/99 4/1/09
160 Mustang Crossing Apartments 6/1/99 5/1/09
161 Meadow Crossing Apartments 6/1/99 5/1/09
162 Owens Corning Manufacturing Warehouse 8/1/98 12/1/09
163 Daley Square 7/1/99 6/1/09
164 Old Florida Plaza 6/1/99 5/1/09
Characteristics of the Mortgage Loans
<CAPTION>
Prepayment Provision
# Property Name ARD (7) as of Origination (8)
<S> <C> <C> <C>
83 294-306A Harvard Street L (9.75), O (0.25)
84 929 Pearl Street (1L) L (9.5), O (0.5)
85 2005 Tenth Street (1L) L (9.5), O (0.5)
86 Industrial Warehouse L (9.67), O (0.33)
87 Mesa Dunes Mobile Home Park L (9.75), O (0.25)
88 Pleasant Hill Executive Park L (9.5), O (0.5)
89 Best Western - Stratford Inn L (9.75), O (0.25)
90 Silverside-Carr Corporate Center L (9.67), O (0.33)
91 Country Corners Apartments 2/1/08 L (9.75), O (0.25)
92 Bell Palm Plaza L (9.75), O (0.25)
93 Pleasant Run Apartments L (9.75), O (0.25)
94 Chalet Apartments & Commercial Plaza 5/1/13 L (14.5), O (0.5)
95 West Ashley Shoppes Shopping Center L (9.67), O (0.33)
96 Hampton Inn - Anchorage L (9.5), O (0.5)
97 Pacific Isle Apartments L (9.5), O (0.5)
98 Sunset Crest Apartments L (9.5), O (0.5)
99 Skyline Apartments L (9.83), O (0.17)
100 Hampton Inn & Suites - Annapolis L (9.75), O (0.25)
101 Carlisle Commerce Center L (6.75), O (0.25)
102 Glendale Medical Arts Center L (9.5), O (0.5)
103 Batavia Wood Medical Center L (9.67), O (0.33)
104 Village Green Plaza Shopping Center 8/1/11 L (12.75), O (0.25)
105 South Bank Riverwalk Retail L (3), YM 1% (16.75), O (0.25)
106 Pickwick Apartments L (9.5), O (0.5)
107 The Villas of Buena Vista Apartments (1M) L (9.5), O (0.5)
108 The Parkview Apartments - TX (1M) L (9.5), O (0.5)
109 Madras Apartments (1M) L (9.5), O (0.5)
110 Alexandria Apartments - TX (1M) L (9.5), O (0.5)
111 Sandia Park (1M) L (9.5), O (0.5)
112 4300 Travis Apartments (1M) L (9.5), O (0.5)
113 Vista Quarters Condos (1M) L (9.5), O (0.5)
114 3131 Armstrong Condominiums (1M) L (9.5), O (0.5)
115 The Essex (1M) L (9.5), O (0.5)
116 4431 Travis Street Apartments (1M) L (9.5), O (0.5)
117 4432 Buena Vista Apartments (1M) L (9.5), O (0.5)
118 The Annex Apartments (1M) L (9.5), O (0.5)
119 4319 Buena Vista Apartments (1M) L (9.5), O (0.5)
120 The Chase Apartments (1M) L (9.5), O (0.5)
121 Avalon Apartments (1M) L (9.5), O (0.5)
122 Point Breeze Apartments L (9.5), O (0.5)
123 Hidden Oaks Apartments L (9.5), O (0.5)
124 El Monte Shopping Center L (9.67), O (0.33)
125 Casa Real Apartments (4) L (3.92), YM 1% (5.5), O (0.58)
126 The Plaza Apartments L (9.75), O (0.25)
127 Washington Square Shopping Center L (9.5), O (0.5)
128 Beechnut Village Shopping Center (3) L (9.67), O (0.33)
129 Anaheim Mobile Estates L (19.5), O (0.5)
130 Westridge Marketplace L (9.75), O (0.25)
131 McGehee Park Apartments L (9.5), O (0.5)
132 Cypress Center L (3), YM 1% (11.75), O (0.25)
133 Best Western - Miramar L (9.75), O (0.25)
134 Garden City Tower 10/1/18 L (19.75), O (0.25)
135 Tradewinds Apartments L (9.67), O (0.33)
136 Highland Country Estates L (9.5), O (0.5)
137 The Highlands Apartments L (9.5), O (0.5)
138 8800 Roswell Road Office Park L (9.75), O (0.25)
139 Turf Mobile Manor L (9.75), O (0.25)
140 Oakwood Village Apartments L (4), YM 1% (2.5), O (0.5)
141 La Salle Crossing Apartments L (9.83), O (0.17)
142 Wynnewood Greens Apartments L (9.67), O (0.33)
143 Comfort Inn - Augusta L (9.75), O (0.25)
144 220 Jackson Street L (9.75), O (0.25)
145 Weis Plaza L (9.67), O (0.33)
146 75 Canton Office Park L (9.75), O (0.25)
147 Capital Heights Shopping Center (2) L (9.5), O (0.5)
148 Emerald Center L (9.75), O (0.25)
149 NationsBank Office Building L (9.5), O (0.5)
150 Pecos Trail Office Compound, Phase III L (9.5), O (0.5)
151 HealthSouth Medical Plaza L (9.67), O (0.33)
152 Hampton Inn - Louisville L (9.5), O (0.5)
153 Holiday Inn - Augusta L (9.75), O (0.25)
154 Nassau Bay Village Apartments 10/1/03 L (4.75), O (0.25)
155 West Knoll Apartments L (9.67), O (0.33)
156 Best Western - San Mateo Los Prados Inn L (6.5), O (0.5)
157 Parkway Shopping Center L (9.67), O (0.33)
158 1600 Congress Street/343 Forest Avenue L (9.5), O (0.5)
159 Scenic View Apartments L (9.75), O (0.25)
160 Mustang Crossing Apartments L (9.5), O (0.5)
161 Meadow Crossing Apartments L (9.5), O (0.5)
162 Owens Corning Manufacturing Warehouse L (11.17), O (0.25)
163 Daley Square L (9.5), O (0.5)
164 Old Florida Plaza L (9.67), O (0.33)
<CAPTION>
Defeasance
# Property Name Option (9)
<S> <C> <C>
83 294-306A Harvard Street Yes
84 929 Pearl Street (1L) Yes
85 2005 Tenth Street (1L) Yes
86 Industrial Warehouse Yes
87 Mesa Dunes Mobile Home Park Yes
88 Pleasant Hill Executive Park Yes
89 Best Western - Stratford Inn Yes
90 Silverside-Carr Corporate Center Yes
91 Country Corners Apartments Yes
92 Bell Palm Plaza Yes
93 Pleasant Run Apartments Yes
94 Chalet Apartments & Commercial Plaza Yes
95 West Ashley Shoppes Shopping Center Yes
96 Hampton Inn - Anchorage Yes
97 Pacific Isle Apartments Yes
98 Sunset Crest Apartments Yes
99 Skyline Apartments Yes
100 Hampton Inn & Suites - Annapolis Yes
101 Carlisle Commerce Center Yes
102 Glendale Medical Arts Center Yes
103 Batavia Wood Medical Center Yes
104 Village Green Plaza Shopping Center Yes
105 South Bank Riverwalk Retail No
106 Pickwick Apartments Yes
107 The Villas of Buena Vista Apartments (1M) Yes
108 The Parkview Apartments - TX (1M) Yes
109 Madras Apartments (1M) Yes
110 Alexandria Apartments - TX (1M) Yes
111 Sandia Park (1M) Yes
112 4300 Travis Apartments (1M) Yes
113 Vista Quarters Condos (1M) Yes
114 3131 Armstrong Condominiums (1M) Yes
115 The Essex (1M) Yes
116 4431 Travis Street Apartments (1M) Yes
117 4432 Buena Vista Apartments (1M) Yes
118 The Annex Apartments (1M) Yes
119 4319 Buena Vista Apartments (1M) Yes
120 The Chase Apartments (1M) Yes
121 Avalon Apartments (1M) Yes
122 Point Breeze Apartments Yes
123 Hidden Oaks Apartments Yes
124 El Monte Shopping Center Yes
125 Casa Real Apartments (4) Both
126 The Plaza Apartments Yes
127 Washington Square Shopping Center Yes
128 Beechnut Village Shopping Center (3) Yes
129 Anaheim Mobile Estates Yes
130 Westridge Marketplace Yes
131 McGehee Park Apartments Yes
132 Cypress Center No
133 Best Western - Miramar Yes
134 Garden City Tower Yes
135 Tradewinds Apartments Yes
136 Highland Country Estates Yes
137 The Highlands Apartments Yes
138 8800 Roswell Road Office Park Yes
139 Turf Mobile Manor Yes
140 Oakwood Village Apartments No
141 La Salle Crossing Apartments Yes
142 Wynnewood Greens Apartments Yes
143 Comfort Inn - Augusta Yes
144 220 Jackson Street Yes
145 Weis Plaza Yes
146 75 Canton Office Park Yes
147 Capital Heights Shopping Center (2) Yes
148 Emerald Center Yes
149 NationsBank Office Building Yes
150 Pecos Trail Office Compound, Phase III Yes
151 HealthSouth Medical Plaza Yes
152 Hampton Inn - Louisville Yes
153 Holiday Inn - Augusta Yes
154 Nassau Bay Village Apartments Yes
155 West Knoll Apartments Yes
156 Best Western - San Mateo Los Prados Inn Yes
157 Parkway Shopping Center Yes
158 1600 Congress Street/343 Forest Avenue Yes
159 Scenic View Apartments Yes
160 Mustang Crossing Apartments Yes
161 Meadow Crossing Apartments Yes
162 Owens Corning Manufacturing Warehouse Yes
163 Daley Square Yes
164 Old Florida Plaza Yes
</TABLE>
<PAGE>
Characteristics of the Mortgage Loans
<TABLE>
<CAPTION>
Original
Mortgage Loan Principal
# Property Name Seller Balance
<S> <C> <C> <C>
165 Arrowhead Creekside Center GSMC 3,300,000
166 Holiday Inn - Clovis (3) GSMC 3,300,000
167 3005 Peachtree Road GECA 3,227,000
168 Hampton Inn - Columbus East GECA 3,224,000
169 Newport Towers GECA 3,200,000
170 Mont Michel Apartments Column 3,200,000
171 Soniat House Hotel GECA 3,200,000
172 Fairview Market GECA 3,200,000
173 Montclaire Apartments Column 3,150,000
174 Embassy Building GECA 3,100,000
175 Park Terrace Apartments GECA 3,080,000
176 Westheimer Plaza Shopping Center GECA 3,077,000
177 129-133 West 29th Street GSMC 3,000,000
178 Woodspear/Vista Flores Apartments GECA 3,000,000
179 Clarendon CVS GECA 3,000,000
180 A Storage Place Phases I & II GECA 2,925,000
181 135 Raritan Center Parkway Column 2,890,000
182 The Treasury Center GSMC 2,850,000
183 Crescent View Apartments GECA 2,809,000
184 Comfort Suites Intercontinental Plaza GECA 2,800,000
185 Cottonwood Medical & Dental Center GSMC 2,800,000
186 Blue Bell Shopping Center GECA 2,720,000
187 Sun Plaza GECA 2,715,000
188 Kirkland Business Center Column 2,700,000
189 Colima Plaza GSMC 2,700,000
190 Kmart - Columbus GECA 2,660,000
191 Briarwood Mobile Home Park GECA 2,652,000
192 Ohio Valley Nursing Home GSMC 2,652,000
193 Forest Edge Apartments GECA 2,642,000
194 Sonora Crossroads GECA 2,567,000
195 Crystal Springs Apartments Column 2,550,000
196 Chateau Park Apartments Column 2,550,000
197 Scottsdale Air Park Column 2,525,000
198 Preston Royal Office Park GECA 2,500,000
199 Regent Place Office Building (3) GSMC 2,500,000
200 Dale Terrace Apartments Column 2,475,000
201 Woodside Apartments GSMC 2,483,000
202 Virginia Dare Office Building Column 2,450,000
203 Rustic Ridge Apartments GECA 2,460,000
204 Heritage Square Retail Center GECA 2,433,000
205 Kessel Food Market - Flushing (1N) Column 1,324,000
206 Kessel Food Market - Grand Blanc (1N) Column 1,101,000
207 178-188 Middle Street Column 2,400,000
208 350 Raritan Center Parkway Column 2,400,000
209 El San Juan Mobile Home Park Column 2,400,000
210 Meadowood Apartments GECA 2,368,000
211 Country Club Corner Retail Center GECA 2,350,000
212 Vagabond Apartments Column 2,325,000
213 Esprit Office Building GECA 2,323,000
214 Mission Plaza Column 2,250,000
215 Broussard Village Shopping Center (3) GSMC 2,245,000
216 Another Attic Self Storage GECA 2,240,000
217 Raintree Apartments GECA 2,200,000
218 Jeffco Plaza GSMC 2,150,000
219 Ramada Inn - Chatsworth GSMC 2,150,000
220 Preston Plaza GECA 2,125,000
221 U.S. Storage Centers GECA 2,122,000
222 Comfort Inn - San Jose Column 2,100,000
223 A-1 Mini Storage GECA 2,000,000
224 Sandpiper Apartments Column 2,000,000
225 Plantation Xtra Storage GECA 2,000,000
226 Perimeter Plaza Shopping Center Column 2,000,000
227 Red Oak Apartments (1O) Column 675,000
228 Diplomat Apartments (1O) Column 385,000
229 Waterston Apartments (1O) Column 280,000
230 Montage Apartments (1O) Column 264,000
231 Melroy Apartments (1O) Column 215,000
232 Envoy Apartments (1O) Column 175,000
233 Sixth & Gass Office Building GECA 1,969,000
234 Rancho Los Amigos GECA 1,920,000
235 Savemart Shopping Center GECA 1,903,000
236 Glenwood Apartments Column 1,880,000
237 Georgian Court/Woodside Apartments Column 1,844,000
238 Everhart Place Apartments GECA 1,840,000
239 West 34th Self Storage GECA 1,837,000
240 Regency Apartments Column 1,830,000
241 Corona Industrial Center GSMC 1,800,000
242 North American/Lazy "R" Manufactured Housing Communities GECA 1,800,000
243 Harmony Mobile Home Park Column 1,800,000
244 Dunshire Gardens Apartments (1P) Column 1,060,000
245 Alpine Gardens Apartments (1P) Column 400,000
246 Delvale Apartments (1P) Column 340,000
<CAPTION>
Percentage of
Cut-off Date Initial
# Property Name Balance (5) Pool Balance
<S> <C> <C> <C>
165 Arrowhead Creekside Center 3,296,149 0.2%
166 Holiday Inn - Clovis (3) 3,294,731 0.2%
167 3005 Peachtree Road 3,223,458 0.2%
168 Hampton Inn - Columbus East 3,213,732 0.2%
169 Newport Towers 3,198,419 0.2%
170 Mont Michel Apartments 3,196,067 0.2%
171 Soniat House Hotel 3,194,261 0.2%
172 Fairview Market 3,168,561 0.2%
173 Montclaire Apartments 3,145,935 0.2%
174 Embassy Building 3,094,676 0.2%
175 Park Terrace Apartments 3,080,000 0.2%
176 Westheimer Plaza Shopping Center 3,072,169 0.2%
177 129-133 West 29th Street 3,000,000 0.2%
178 Woodspear/Vista Flores Apartments 3,000,000 0.2%
179 Clarendon CVS 2,996,600 0.2%
180 A Storage Place Phases I & II 2,922,415 0.2%
181 135 Raritan Center Parkway 2,890,000 0.2%
182 The Treasury Center 2,847,836 0.2%
183 Crescent View Apartments 2,807,555 0.2%
184 Comfort Suites Intercontinental Plaza 2,800,000 0.2%
185 Cottonwood Medical & Dental Center 2,796,894 0.2%
186 Blue Bell Shopping Center 2,716,665 0.2%
187 Sun Plaza 2,713,737 0.2%
188 Kirkland Business Center 2,694,862 0.2%
189 Colima Plaza 2,685,530 0.2%
190 Kmart - Columbus 2,658,819 0.2%
191 Briarwood Mobile Home Park 2,652,000 0.2%
192 Ohio Valley Nursing Home 2,641,125 0.2%
193 Forest Edge Apartments 2,637,527 0.2%
194 Sonora Crossroads 2,562,934 0.2%
195 Crystal Springs Apartments 2,547,757 0.2%
196 Chateau Park Apartments 2,546,642 0.2%
197 Scottsdale Air Park 2,521,936 0.2%
198 Preston Royal Office Park 2,497,373 0.2%
199 Regent Place Office Building (3) 2,497,315 0.2%
200 Dale Terrace Apartments 2,470,616 0.2%
201 Woodside Apartments 2,463,812 0.2%
202 Virginia Dare Office Building 2,450,000 0.2%
203 Rustic Ridge Apartments 2,433,802 0.2%
204 Heritage Square Retail Center 2,429,359 0.2%
205 Kessel Food Market - Flushing (1N) 1,320,086 0.1%
206 Kessel Food Market - Grand Blanc (1N) 1,097,745 0.1%
207 178-188 Middle Street 2,400,000 0.2%
208 350 Raritan Center Parkway 2,400,000 0.2%
209 El San Juan Mobile Home Park 2,398,633 0.2%
210 Meadowood Apartments 2,368,000 0.2%
211 Country Club Corner Retail Center 2,346,145 0.2%
212 Vagabond Apartments 2,320,687 0.1%
213 Esprit Office Building 2,319,033 0.1%
214 Mission Plaza 2,247,326 0.1%
215 Broussard Village Shopping Center (3) 2,243,880 0.1%
216 Another Attic Self Storage 2,240,000 0.1%
217 Raintree Apartments 2,176,570 0.1%
218 Jeffco Plaza 2,142,990 0.1%
219 Ramada Inn - Chatsworth 2,139,190 0.1%
220 Preston Plaza 2,122,687 0.1%
221 U.S. Storage Centers 2,121,009 0.1%
222 Comfort Inn - San Jose 2,100,000 0.1%
223 A-1 Mini Storage 2,000,000 0.1%
224 Sandpiper Apartments 1,998,932 0.1%
225 Plantation Xtra Storage 1,996,209 0.1%
226 Perimeter Plaza Shopping Center 1,995,975 0.1%
227 Red Oak Apartments (1O) 673,100 0.0%
228 Diplomat Apartments (1O) 383,916 0.0%
229 Waterston Apartments (1O) 279,212 0.0%
230 Montage Apartments (1O) 263,257 0.0%
231 Melroy Apartments (1O) 214,395 0.0%
232 Envoy Apartments (1O) 174,507 0.0%
233 Sixth & Gass Office Building 1,966,720 0.1%
234 Rancho Los Amigos 1,916,522 0.1%
235 Savemart Shopping Center 1,902,152 0.1%
236 Glenwood Apartments 1,880,000 0.1%
237 Georgian Court/Woodside Apartments 1,844,000 0.1%
238 Everhart Place Apartments 1,839,060 0.1%
239 West 34th Self Storage 1,837,000 0.1%
240 Regency Apartments 1,830,000 0.1%
241 Corona Industrial Center 1,799,171 0.1%
242 North American/Lazy "R" Manufactured Housing Communities 1,797,547 0.1%
243 Harmony Mobile Home Park 1,796,802 0.1%
244 Dunshire Gardens Apartments (1P) 1,057,999 0.1%
245 Alpine Gardens Apartments (1P) 399,245 0.0%
246 Delvale Apartments (1P) 339,358 0.0%
<CAPTION>
Origination Remaining
Amortization Amortization
Term Term
# Property Name (months) (months)
<S> <C> <C> <C>
165 Arrowhead Creekside Center 360 358
166 Holiday Inn - Clovis (3) 300 298
167 3005 Peachtree Road 360 358
168 Hampton Inn - Columbus East 240 238
169 Newport Towers 360 359
170 Mont Michel Apartments 264 263
171 Soniat House Hotel 300 298
172 Fairview Market 360 347
173 Montclaire Apartments 360 358
174 Embassy Building 360 357
175 Park Terrace Apartments 360 360
176 Westheimer Plaza Shopping Center 360 357
177 129-133 West 29th Street 300 300
178 Woodspear/Vista Flores Apartments 360 360
179 Clarendon CVS 360 358
180 A Storage Place Phases I & II 300 299
181 135 Raritan Center Parkway 360 360
182 The Treasury Center 300 299
183 Crescent View Apartments 360 359
184 Comfort Suites Intercontinental Plaza 276 276
185 Cottonwood Medical & Dental Center 360 358
186 Blue Bell Shopping Center 360 358
187 Sun Plaza 360 359
188 Kirkland Business Center 300 298
189 Colima Plaza 300 295
190 Kmart - Columbus 360 359
191 Briarwood Mobile Home Park 360 360
192 Ohio Valley Nursing Home 300 296
193 Forest Edge Apartments 360 357
194 Sonora Crossroads 360 357
195 Crystal Springs Apartments 300 299
196 Chateau Park Apartments 360 358
197 Scottsdale Air Park 360 358
198 Preston Royal Office Park 360 358
199 Regent Place Office Building (3) 360 358
200 Dale Terrace Apartments 360 357
201 Woodside Apartments 360 349
202 Virginia Dare Office Building 360 360
203 Rustic Ridge Apartments 300 291
204 Heritage Square Retail Center 360 357
205 Kessel Food Market - Flushing (1N) 300 297
206 Kessel Food Market - Grand Blanc (1N) 300 297
207 178-188 Middle Street 300 300
208 350 Raritan Center Parkway 300 300
209 El San Juan Mobile Home Park 360 359
210 Meadowood Apartments 360 360
211 Country Club Corner Retail Center 360 357
212 Vagabond Apartments 300 298
213 Esprit Office Building 360 357
214 Mission Plaza 360 358
215 Broussard Village Shopping Center (3) 360 359
216 Another Attic Self Storage 300 300
217 Raintree Apartments 300 291
218 Jeffco Plaza 360 354
219 Ramada Inn - Chatsworth 300 295
220 Preston Plaza 360 358
221 U.S. Storage Centers 360 359
222 Comfort Inn - San Jose 300 300
223 A-1 Mini Storage 300 300
224 Sandpiper Apartments 360 359
225 Plantation Xtra Storage 300 298
226 Perimeter Plaza Shopping Center 300 298
227 Red Oak Apartments (1O) 300 297
228 Diplomat Apartments (1O) 300 297
229 Waterston Apartments (1O) 300 297
230 Montage Apartments (1O) 300 297
231 Melroy Apartments (1O) 300 297
232 Envoy Apartments (1O) 300 297
233 Sixth & Gass Office Building 360 358
234 Rancho Los Amigos 360 357
235 Savemart Shopping Center 360 359
236 Glenwood Apartments 360 360
237 Georgian Court/Woodside Apartments 300 300
238 Everhart Place Apartments 360 359
239 West 34th Self Storage 300 300
240 Regency Apartments 300 300
241 Corona Industrial Center 360 359
242 North American/Lazy "R" Manufactured Housing Communities 360 358
243 Harmony Mobile Home Park 360 357
244 Dunshire Gardens Apartments (1P) 300 298
245 Alpine Gardens Apartments (1P) 300 298
246 Delvale Apartments (1P) 300 298
<CAPTION>
Original Remaining
Term to Term to
Maturity Maturity
# Property Name (months) (6) (months) (6)
<S> <C> <C> <C>
165 Arrowhead Creekside Center 120 118
166 Holiday Inn - Clovis (3) 120 118
167 3005 Peachtree Road 120 118
168 Hampton Inn - Columbus East 120 118
169 Newport Towers 120 119
170 Mont Michel Apartments 120 119
171 Soniat House Hotel 120 118
172 Fairview Market 240 227
173 Montclaire Apartments 120 118
174 Embassy Building 120 117
175 Park Terrace Apartments 120 120
176 Westheimer Plaza Shopping Center 120 117
177 129-133 West 29th Street 120 120
178 Woodspear/Vista Flores Apartments 120 120
179 Clarendon CVS 120 118
180 A Storage Place Phases I & II 120 119
181 135 Raritan Center Parkway 120 120
182 The Treasury Center 120 119
183 Crescent View Apartments 120 119
184 Comfort Suites Intercontinental Plaza 120 120
185 Cottonwood Medical & Dental Center 120 118
186 Blue Bell Shopping Center 120 118
187 Sun Plaza 120 119
188 Kirkland Business Center 120 118
189 Colima Plaza 120 115
190 Kmart - Columbus 120 119
191 Briarwood Mobile Home Park 120 120
192 Ohio Valley Nursing Home 120 116
193 Forest Edge Apartments 120 117
194 Sonora Crossroads 120 117
195 Crystal Springs Apartments 120 119
196 Chateau Park Apartments 120 118
197 Scottsdale Air Park 120 118
198 Preston Royal Office Park 120 118
199 Regent Place Office Building (3) 120 118
200 Dale Terrace Apartments 120 117
201 Woodside Apartments 120 109
202 Virginia Dare Office Building 120 120
203 Rustic Ridge Apartments 180 171
204 Heritage Square Retail Center 120 117
205 Kessel Food Market - Flushing (1N) 120 117
206 Kessel Food Market - Grand Blanc (1N) 120 117
207 178-188 Middle Street 120 120
208 350 Raritan Center Parkway 120 120
209 El San Juan Mobile Home Park 120 119
210 Meadowood Apartments 120 120
211 Country Club Corner Retail Center 120 117
212 Vagabond Apartments 300 298
213 Esprit Office Building 120 117
214 Mission Plaza 180 178
215 Broussard Village Shopping Center (3) 120 119
216 Another Attic Self Storage 120 120
217 Raintree Apartments 180 171
218 Jeffco Plaza 120 114
219 Ramada Inn - Chatsworth 120 115
220 Preston Plaza 120 118
221 U.S. Storage Centers 120 119
222 Comfort Inn - San Jose 120 120
223 A-1 Mini Storage 120 120
224 Sandpiper Apartments 120 119
225 Plantation Xtra Storage 120 118
226 Perimeter Plaza Shopping Center 120 118
227 Red Oak Apartments (1O) 120 117
228 Diplomat Apartments (1O) 120 117
229 Waterston Apartments (1O) 120 117
230 Montage Apartments (1O) 120 117
231 Melroy Apartments (1O) 120 117
232 Envoy Apartments (1O) 120 117
233 Sixth & Gass Office Building 120 118
234 Rancho Los Amigos 120 117
235 Savemart Shopping Center 120 119
236 Glenwood Apartments 120 120
237 Georgian Court/Woodside Apartments 120 120
238 Everhart Place Apartments 120 119
239 West 34th Self Storage 120 120
240 Regency Apartments 120 120
241 Corona Industrial Center 120 119
242 North American/Lazy "R" Manufactured Housing Communities 120 118
243 Harmony Mobile Home Park 120 117
244 Dunshire Gardens Apartments (1P) 120 118
245 Alpine Gardens Apartments (1P) 120 118
246 Delvale Apartments (1P) 120 118
<CAPTION>
Mortgage Monthly
# Property Name Rate Payment
<S> <C> <C> <C>
165 Arrowhead Creekside Center 7.860% 23,892.94
166 Holiday Inn - Clovis (3) 8.830% 27,310.33
167 3005 Peachtree Road 8.090% 23,881.36
168 Hampton Inn - Columbus East 8.000% 26,966.83
169 Newport Towers 7.730% 22,880.98
170 Mont Michel Apartments 7.750% 25,288.73
171 Soniat House Hotel 8.260% 25,251.79
172 Fairview Market 7.000% 21,289.68
173 Montclaire Apartments 7.470% 21,960.58
174 Embassy Building 7.710% 22,123.15
175 Park Terrace Apartments 7.410% 21,346.31
176 Westheimer Plaza Shopping Center 8.020% 22,620.85
177 129-133 West 29th Street 8.050% 23,253.94
178 Woodspear/Vista Flores Apartments 7.360% 20,689.59
179 Clarendon CVS 7.970% 21,950.23
180 A Storage Place Phases I & II 7.730% 22,054.97
181 135 Raritan Center Parkway 8.010% 21,225.95
182 The Treasury Center 8.360% 22,680.72
183 Crescent View Apartments 7.610% 19,852.95
184 Comfort Suites Intercontinental Plaza 8.200% 22,580.29
185 Cottonwood Medical & Dental Center 8.050% 20,643.09
186 Blue Bell Shopping Center 7.670% 19,336.26
187 Sun Plaza 7.900% 19,732.77
188 Kirkland Business Center 7.960% 20,767.54
189 Colima Plaza 7.720% 20,340.73
190 Kmart - Columbus 8.030% 19,573.80
191 Briarwood Mobile Home Park 7.630% 18,779.81
192 Ohio Valley Nursing Home 8.230% 20,874.27
193 Forest Edge Apartments 7.760% 18,945.87
194 Sonora Crossroads 7.990% 18,817.84
195 Crystal Springs Apartments 7.750% 19,260.88
196 Chateau Park Apartments 7.390% 17,638.29
197 Scottsdale Air Park 7.710% 18,019.66
198 Preston Royal Office Park 8.250% 18,781.67
199 Regent Place Office Building (3) 8.170% 18,641.25
200 Dale Terrace Apartments 7.600% 17,475.35
201 Woodside Apartments 7.290% 17,005.86
202 Virginia Dare Office Building 7.920% 17,840.79
203 Rustic Ridge Apartments 7.070% 17,496.77
204 Heritage Square Retail Center 8.180% 18,158.73
205 Kessel Food Market - Flushing (1N) 7.610% 9,879.17
206 Kessel Food Market - Grand Blanc (1N) 7.610% 8,215.24
207 178-188 Middle Street 8.330% 19,051.28
208 350 Raritan Center Parkway 8.010% 18,539.49
209 El San Juan Mobile Home Park 7.300% 16,453.70
210 Meadowood Apartments 7.410% 16,411.71
211 Country Club Corner Retail Center 7.870% 17,030.98
212 Vagabond Apartments 8.090% 18,083.56
213 Esprit Office Building 7.730% 16,610.16
214 Mission Plaza 7.790% 16,181.51
215 Broussard Village Shopping Center (3) 7.700% 16,005.96
216 Another Attic Self Storage 7.860% 17,081.46
217 Raintree Apartments 7.070% 15,647.52
218 Jeffco Plaza 8.450% 16,455.50
219 Ramada Inn - Chatsworth 8.090% 16,722.44
220 Preston Plaza 8.120% 15,770.63
221 U.S. Storage Centers 7.890% 15,408.07
222 Comfort Inn - San Jose 8.500% 16,909.77
223 A-1 Mini Storage 7.760% 15,119.71
224 Sandpiper Apartments 7.500% 13,984.29
225 Plantation Xtra Storage 7.980% 15,409.84
226 Perimeter Plaza Shopping Center 7.670% 15,001.69
227 Red Oak Apartments (1O) 7.850% 5,142.87
228 Diplomat Apartments (1O) 7.850% 2,933.34
229 Waterston Apartments (1O) 7.850% 2,133.34
230 Montage Apartments (1O) 7.850% 2,011.43
231 Melroy Apartments (1O) 7.850% 1,638.10
232 Envoy Apartments (1O) 7.850% 1,333.34
233 Sixth & Gass Office Building 7.890% 14,297.12
234 Rancho Los Amigos 7.520% 13,451.22
235 Savemart Shopping Center 8.020% 13,990.08
236 Glenwood Apartments 7.790% 13,520.55
237 Georgian Court/Woodside Apartments 8.330% 14,637.73
238 Everhart Place Apartments 7.630% 13,029.73
239 West 34th Self Storage 7.860% 14,008.32
240 Regency Apartments 8.050% 14,184.90
241 Corona Industrial Center 7.930% 13,120.03
242 North American/Lazy "R" Manufactured Housing Communities 7.940% 13,132.55
243 Harmony Mobile Home Park 7.590% 12,696.98
244 Dunshire Gardens Apartments (1P) 8.000% 8,181.25
245 Alpine Gardens Apartments (1P) 8.000% 3,087.26
246 Delvale Apartments (1P) 8.000% 2,624.18
<CAPTION>
First
Payment Maturity
# Property Name Date Date
<S> <C> <C> <C>
165 Arrowhead Creekside Center 5/1/99 4/1/09
166 Holiday Inn - Clovis (3) 5/1/99 4/1/09
167 3005 Peachtree Road 5/1/99 4/1/09
168 Hampton Inn - Columbus East 5/1/99 4/1/09
169 Newport Towers 6/1/99 5/1/09
170 Mont Michel Apartments 6/1/99 5/1/09
171 Soniat House Hotel 5/1/99 4/1/09
172 Fairview Market 6/1/98 5/1/28
173 Montclaire Apartments 5/1/99 4/1/09
174 Embassy Building 4/1/99 3/1/09
175 Park Terrace Apartments 7/1/99 6/1/09
176 Westheimer Plaza Shopping Center 4/1/99 3/1/09
177 129-133 West 29th Street 7/1/99 6/1/09
178 Woodspear/Vista Flores Apartments 7/1/99 6/1/09
179 Clarendon CVS 5/1/99 4/1/09
180 A Storage Place Phases I & II 6/1/99 5/1/09
181 135 Raritan Center Parkway 7/1/99 6/1/09
182 The Treasury Center 6/1/99 5/1/09
183 Crescent View Apartments 6/1/99 5/1/09
184 Comfort Suites Intercontinental Plaza 7/1/99 6/1/09
185 Cottonwood Medical & Dental Center 5/1/99 4/1/09
186 Blue Bell Shopping Center 5/1/99 4/1/09
187 Sun Plaza 6/1/99 5/1/09
188 Kirkland Business Center 5/1/99 4/1/09
189 Colima Plaza 2/1/99 1/1/09
190 Kmart - Columbus 6/1/99 5/1/09
191 Briarwood Mobile Home Park 7/1/99 6/1/09
192 Ohio Valley Nursing Home 3/1/99 2/1/09
193 Forest Edge Apartments 4/1/99 3/1/09
194 Sonora Crossroads 4/1/99 3/1/09
195 Crystal Springs Apartments 6/1/99 5/1/09
196 Chateau Park Apartments 5/1/99 4/1/09
197 Scottsdale Air Park 5/1/99 4/1/09
198 Preston Royal Office Park 5/1/99 4/1/09
199 Regent Place Office Building (3) 5/1/99 4/1/09
200 Dale Terrace Apartments 4/1/99 3/1/09
201 Woodside Apartments 8/1/98 7/1/08
202 Virginia Dare Office Building 7/1/99 6/1/09
203 Rustic Ridge Apartments 10/1/98 9/1/23
204 Heritage Square Retail Center 4/1/99 3/1/09
205 Kessel Food Market - Flushing (1N) 4/1/99 3/1/09
206 Kessel Food Market - Grand Blanc (1N) 4/1/99 3/1/09
207 178-188 Middle Street 7/1/99 6/1/09
208 350 Raritan Center Parkway 7/1/99 6/1/09
209 El San Juan Mobile Home Park 6/1/99 5/1/09
210 Meadowood Apartments 7/1/99 6/1/09
211 Country Club Corner Retail Center 4/1/99 3/1/09
212 Vagabond Apartments 5/1/99 4/1/24
213 Esprit Office Building 4/1/99 3/1/09
214 Mission Plaza 5/1/99 4/1/14
215 Broussard Village Shopping Center (3) 6/1/99 5/1/09
216 Another Attic Self Storage 7/1/99 6/1/09
217 Raintree Apartments 10/1/98 9/1/23
218 Jeffco Plaza 1/1/99 12/1/08
219 Ramada Inn - Chatsworth 2/1/99 1/1/09
220 Preston Plaza 5/1/99 4/1/09
221 U.S. Storage Centers 6/1/99 5/1/09
222 Comfort Inn - San Jose 7/1/99 6/1/09
223 A-1 Mini Storage 7/1/99 6/1/09
224 Sandpiper Apartments 6/1/99 5/1/09
225 Plantation Xtra Storage 5/1/99 4/1/09
226 Perimeter Plaza Shopping Center 5/1/99 4/1/09
227 Red Oak Apartments (1O) 4/1/99 3/1/09
228 Diplomat Apartments (1O) 4/1/99 3/1/09
229 Waterston Apartments (1O) 4/1/99 3/1/09
230 Montage Apartments (1O) 4/1/99 3/1/09
231 Melroy Apartments (1O) 4/1/99 3/1/09
232 Envoy Apartments (1O) 4/1/99 3/1/09
233 Sixth & Gass Office Building 5/1/99 4/1/09
234 Rancho Los Amigos 4/1/99 3/1/09
235 Savemart Shopping Center 6/1/99 5/1/09
236 Glenwood Apartments 7/1/99 6/1/09
237 Georgian Court/Woodside Apartments 7/1/99 6/1/09
238 Everhart Place Apartments 6/1/99 5/1/09
239 West 34th Self Storage 7/1/99 6/1/09
240 Regency Apartments 7/1/99 6/1/09
241 Corona Industrial Center 6/1/99 5/1/09
242 North American/Lazy "R" Manufactured Housing Communities 5/1/99 4/1/09
243 Harmony Mobile Home Park 4/1/99 3/1/09
244 Dunshire Gardens Apartments (1P) 5/1/99 4/1/09
245 Alpine Gardens Apartments (1P) 5/1/99 4/1/09
246 Delvale Apartments (1P) 5/1/99 4/1/09
<CAPTION>
Prepayment Provision
# Property Name ARD (7) as of Origination (8)
<S> <C> <C> <C>
165 Arrowhead Creekside Center L (9.67), O (0.33)
166 Holiday Inn - Clovis (3) L (9.67), O (0.33)
167 3005 Peachtree Road L (9.75), O (0.25)
168 Hampton Inn - Columbus East L (9.75), O (0.25)
169 Newport Towers L (9.75), O (0.25)
170 Mont Michel Apartments L (9.5), O (0.5)
171 Soniat House Hotel L (9.75), O (0.25)
172 Fairview Market 5/1/18 L (19.75), O (0.25)
173 Montclaire Apartments L (9.5), O (0.5)
174 Embassy Building L (9.75), O (0.25)
175 Park Terrace Apartments L (9.5), O (0.5)
176 Westheimer Plaza Shopping Center L (9.75), O (0.25)
177 129-133 West 29th Street L (9.67), O (0.33)
178 Woodspear/Vista Flores Apartments L (9.75), O (0.25)
179 Clarendon CVS L (9.75), O (0.25)
180 A Storage Place Phases I & II L (9.75), O (0.25)
181 135 Raritan Center Parkway L (9.5), O (0.5)
182 The Treasury Center L (9.67), O (0.33)
183 Crescent View Apartments L (9.5), O (0.5)
184 Comfort Suites Intercontinental Plaza L (9.75), O (0.25)
185 Cottonwood Medical & Dental Center L (9.67), O (0.33)
186 Blue Bell Shopping Center L (9.67), O (0.33)
187 Sun Plaza L (9.75), O (0.25)
188 Kirkland Business Center L (9.5), O (0.5)
189 Colima Plaza L (9.67), O (0.33)
190 Kmart - Columbus L (9.75), O (0.25)
191 Briarwood Mobile Home Park L (9.25), O (0.75)
192 Ohio Valley Nursing Home L (9.67), O (0.33)
193 Forest Edge Apartments L (9.75), O (0.25)
194 Sonora Crossroads L (9.75), O (0.25)
195 Crystal Springs Apartments L (9.5), O (0.5)
196 Chateau Park Apartments L (9.5), O (0.5)
197 Scottsdale Air Park L (9.5), O (0.5)
198 Preston Royal Office Park L (9.75), O (0.25)
199 Regent Place Office Building (3) L (9.67), O (0.33)
200 Dale Terrace Apartments L (9.5), O (0.5)
201 Woodside Apartments L (9.67), O (0.33)
202 Virginia Dare Office Building L (9.5), O (0.5)
203 Rustic Ridge Apartments 9/1/13 L (14.75), O (0.25)
204 Heritage Square Retail Center L (9.75), O (0.25)
205 Kessel Food Market - Flushing (1N) L (9.5), O (0.5)
206 Kessel Food Market - Grand Blanc (1N) L (9.5), O (0.5)
207 178-188 Middle Street L (9.5), O (0.5)
208 350 Raritan Center Parkway L (9.5), O (0.5)
209 El San Juan Mobile Home Park L (9.5), O (0.5)
210 Meadowood Apartments L (9.5), O (0.5)
211 Country Club Corner Retail Center L (9.75), O (0.25)
212 Vagabond Apartments L (24.5), O (0.5)
213 Esprit Office Building L (9.75), O (0.25)
214 Mission Plaza L (14.5), O (0.5)
215 Broussard Village Shopping Center (3) L (9.67), O (0.33)
216 Another Attic Self Storage L (9.75), O (0.25)
217 Raintree Apartments 9/1/13 L (14.75), O (0.25)
218 Jeffco Plaza L (9.42), O (0.58)
219 Ramada Inn - Chatsworth L (9.67), O (0.33)
220 Preston Plaza L (9.75), O (0.25)
221 U.S. Storage Centers L (9.75), O (0.25)
222 Comfort Inn - San Jose L (9.5), O (0.5)
223 A-1 Mini Storage L (9.5), O (0.5)
224 Sandpiper Apartments L (9.5), O (0.5)
225 Plantation Xtra Storage L (9.75), O (0.25)
226 Perimeter Plaza Shopping Center L (9.5), O (0.5)
227 Red Oak Apartments (1O) L (9.5), O (0.5)
228 Diplomat Apartments (1O) L (9.5), O (0.5)
229 Waterston Apartments (1O) L (9.5), O (0.5)
230 Montage Apartments (1O) L (9.5), O (0.5)
231 Melroy Apartments (1O) L (9.5), O (0.5)
232 Envoy Apartments (1O) L (9.5), O (0.5)
233 Sixth & Gass Office Building L (9.75), O (0.25)
234 Rancho Los Amigos L (9.75), O (0.25)
235 Savemart Shopping Center L (9.75), O (0.25)
236 Glenwood Apartments L (9.5), O (0.5)
237 Georgian Court/Woodside Apartments L (9.5), O (0.5)
238 Everhart Place Apartments L (9.75), O (0.25)
239 West 34th Self Storage L (9.75), O (0.25)
240 Regency Apartments L (9.5), O (0.5)
241 Corona Industrial Center L (9.67), O (0.33)
242 North American/Lazy "R" Manufactured Housing Communities L (9.25), O (0.75)
243 Harmony Mobile Home Park L (9.5), O (0.5)
244 Dunshire Gardens Apartments (1P) L (9.5), O (0.5)
245 Alpine Gardens Apartments (1P) L (9.5), O (0.5)
246 Delvale Apartments (1P) L (9.5), O (0.5)
<CAPTION>
Defeasance
# Property Name Option (9)
<S> <C> <C>
165 Arrowhead Creekside Center Yes
166 Holiday Inn - Clovis (3) Yes
167 3005 Peachtree Road Yes
168 Hampton Inn - Columbus East Yes
169 Newport Towers Yes
170 Mont Michel Apartments Yes
171 Soniat House Hotel Yes
172 Fairview Market Yes
173 Montclaire Apartments Yes
174 Embassy Building Yes
175 Park Terrace Apartments Yes
176 Westheimer Plaza Shopping Center Yes
177 129-133 West 29th Street Yes
178 Woodspear/Vista Flores Apartments Yes
179 Clarendon CVS Yes
180 A Storage Place Phases I & II Yes
181 135 Raritan Center Parkway Yes
182 The Treasury Center Yes
183 Crescent View Apartments Yes
184 Comfort Suites Intercontinental Plaza Yes
185 Cottonwood Medical & Dental Center Yes
186 Blue Bell Shopping Center Yes
187 Sun Plaza Yes
188 Kirkland Business Center Yes
189 Colima Plaza Yes
190 Kmart - Columbus Yes
191 Briarwood Mobile Home Park Yes
192 Ohio Valley Nursing Home Yes
193 Forest Edge Apartments Yes
194 Sonora Crossroads Yes
195 Crystal Springs Apartments Yes
196 Chateau Park Apartments Yes
197 Scottsdale Air Park Yes
198 Preston Royal Office Park Yes
199 Regent Place Office Building (3) Yes
200 Dale Terrace Apartments Yes
201 Woodside Apartments Yes
202 Virginia Dare Office Building Yes
203 Rustic Ridge Apartments Yes
204 Heritage Square Retail Center Yes
205 Kessel Food Market - Flushing (1N) Yes
206 Kessel Food Market - Grand Blanc (1N) Yes
207 178-188 Middle Street Yes
208 350 Raritan Center Parkway Yes
209 El San Juan Mobile Home Park Yes
210 Meadowood Apartments Yes
211 Country Club Corner Retail Center Yes
212 Vagabond Apartments Yes
213 Esprit Office Building Yes
214 Mission Plaza Yes
215 Broussard Village Shopping Center (3) Yes
216 Another Attic Self Storage Yes
217 Raintree Apartments Yes
218 Jeffco Plaza Yes
219 Ramada Inn - Chatsworth Yes
220 Preston Plaza Yes
221 U.S. Storage Centers Yes
222 Comfort Inn - San Jose Yes
223 A-1 Mini Storage Yes
224 Sandpiper Apartments Yes
225 Plantation Xtra Storage Yes
226 Perimeter Plaza Shopping Center Yes
227 Red Oak Apartments (1O) Yes
228 Diplomat Apartments (1O) Yes
229 Waterston Apartments (1O) Yes
230 Montage Apartments (1O) Yes
231 Melroy Apartments (1O) Yes
232 Envoy Apartments (1O) Yes
233 Sixth & Gass Office Building Yes
234 Rancho Los Amigos Yes
235 Savemart Shopping Center Yes
236 Glenwood Apartments Yes
237 Georgian Court/Woodside Apartments Yes
238 Everhart Place Apartments Yes
239 West 34th Self Storage Yes
240 Regency Apartments Yes
241 Corona Industrial Center Yes
242 North American/Lazy "R" Manufactured Housing Communities Yes
243 Harmony Mobile Home Park Yes
244 Dunshire Gardens Apartments (1P) Yes
245 Alpine Gardens Apartments (1P) Yes
246 Delvale Apartments (1P) Yes
</TABLE>
<PAGE>
Characteristics of the Mortgage Loans
<TABLE>
<CAPTION>
Original
Mortgage Loan Principal
# Property Name Seller Balance
<S> <C> <C> <C>
247 The Northwest Medical Plaza Shopping Center Column 1,800,000
248 Kingsley Business Center GSMC 1,770,000
249 OfficeMax GECA 1,800,000
250 Rutherford Place Column 1,725,000
251 The Woods II Office Buildings GECA 1,700,000
252 Greenville Avenue B & G GECA 1,655,000
253 Boulder Ridge Apartments GECA 1,628,000
254 Spring Gardens Apartments Column 1,600,000
255 The Admiral Apartments & The Drake Apartments Column 1,550,000
256 Heritage Apartments Column 1,525,000
257 Montgomery Village Executive Plaza Phase I Column 1,530,000
258 Orchard Lake Mini-Storage Column 1,517,000
259 Parker Road Retail Column 1,500,000
260 Smith Shopping Center Column 1,480,000
261 Rivermont Park GECA 1,500,000
262 SecurCare of Colorado Springs GECA 1,462,000
263 Free Street Office Building Column 1,450,000
264 Maple Valley Plaza Column 1,450,000
265 Crestview Apartments Column 1,450,000
266 Cedar Lakes Apartments Column 1,435,000
267 Rose Garden Apartments Column 1,425,000
268 Kmart - Charleston GECA 1,409,000
269 Edelweiss Apartments Column 1,400,000
270 The Wachler Building Column 1,400,000
271 CTC II Building GSMC 1,350,000
272 Autumn Ridge Apartments GECA 1,350,000
273 Diversey & Sheffield Plaza Column 1,300,000
274 The Pinger Building Column 1,300,000
275 Elden Professional Building Column 1,275,000
276 Orangetree Apartments Column 1,280,000
277 Silver Cliff Apartments Column 1,270,000
278 Granada Plaza Column 1,250,000
279 Summitwood Village Apartments Column 1,240,000
280 2221 Lee Road Office Building Column 1,175,000
281 All American Mini Storage Column 1,160,000
282 201 Commonwealth Court Column 1,140,000
283 Olde Oaks Apartments Column 1,100,000
284 Bouganvillas Apartments Column 1,080,000
285 Martin Mobile Home Park Column 1,070,000
286 Ellendale Place Apartments Column 1,060,000
287 Kessel Food Market - Saginaw Column 1,047,000
288 Talbot Center Column 1,037,000
289 Circle K Mobile Home Park Column 1,040,000
290 Strawberry Hill Apartments Column 1,000,000
291 McGeordan Apartments Column 1,000,000
292 Camel Toe Plaza Shopping Center Column 975,000
293 Washington Park Offices Column 975,000
294 Denway Circle Apartments Column 970,000
295 Oxford Village Apartments Column 950,000
296 Space Saver #8 Self-Storage Facility Column 950,000
297 Food City Retail Center Column 940,000
298 Meadowood I Apartments Column 935,000
299 Windy Hill Apartments Column 930,000
300 Northgate Plaza Column 900,000
301 Lone Mountain Mobile Home Park Column 900,000
302 Ogden Apartments Column 900,000
303 Oak Lawn Square Column 900,000
304 Flat Iron Building Column 900,000
305 Baymar Apartments Column 900,000
306 Texas City Medical Office Building (1Q) Column 550,000
307 Hollyvale Apartments (1Q) Column 335,000
308 Grandin Village Apartments Column 880,000
309 Riverview Estates Mobile Home Park Column 850,000
310 Tree Top Apartments Column 800,000
311 871 Islington Street Column 800,000
312 Westwood Apartments Column 800,000
313 Territorial Village (1R) Column 510,000
314 Telshor Tower Plaza (1R) Column 250,000
315 Congress Building Column 715,000
316 Continental House Apartments Column 690,000
317 Affordable Self Storage Column 675,000
318 Iroquois Apartments Column 668,000
319 Bay Palm Apartments Column 654,000
320 969 & 971 Amsterdam Avenue Column 650,000
321 59-15 55th Street Column 650,000
322 Chesterfield/Eula Apartments Column 640,000
323 Carillon Retail Center Column 635,000
324 Pine Street Apartments & Blossom Street Apartments Column 625,000
325 Penn State Office Building Column 600,000
326 Autumn Run Apartments Column 580,000
327 Pullman Park Apartments Column 575,000
328 Spanish Oaks Apartments Column 560,000
<CAPTION>
Percentage of
Cut-off Date Initial
# Property Name Balance (5) Pool Balance
<S> <C> <C> <C>
247 The Northwest Medical Plaza Shopping Center 1,794,881 0.1%
248 Kingsley Business Center 1,763,753 0.1%
249 OfficeMax 1,761,049 0.1%
250 Rutherford Place 1,724,217 0.1%
251 The Woods II Office Buildings 1,699,212 0.1%
252 Greenville Avenue B & G 1,650,879 0.1%
253 Boulder Ridge Apartments 1,610,052 0.1%
254 Spring Gardens Apartments 1,600,000 0.1%
255 The Admiral Apartments & The Drake Apartments 1,548,349 0.1%
256 Heritage Apartments 1,522,171 0.1%
257 Montgomery Village Executive Plaza Phase I 1,521,952 0.1%
258 Orchard Lake Mini-Storage 1,515,822 0.1%
259 Parker Road Retail 1,498,771 0.1%
260 Smith Shopping Center 1,473,931 0.1%
261 Rivermont Park 1,468,887 0.1%
262 SecurCare of Colorado Springs 1,460,438 0.1%
263 Free Street Office Building 1,448,871 0.1%
264 Maple Valley Plaza 1,445,217 0.1%
265 Crestview Apartments 1,431,223 0.1%
266 Cedar Lakes Apartments 1,427,185 0.1%
267 Rose Garden Apartments 1,422,357 0.1%
268 Kmart - Charleston 1,408,375 0.1%
269 Edelweiss Apartments 1,392,010 0.1%
270 The Wachler Building 1,382,555 0.1%
271 CTC II Building 1,348,498 0.1%
272 Autumn Ridge Apartments 1,323,711 0.1%
273 Diversey & Sheffield Plaza 1,298,909 0.1%
274 The Pinger Building 1,291,517 0.1%
275 Elden Professional Building 1,274,017 0.1%
276 Orangetree Apartments 1,273,404 0.1%
277 Silver Cliff Apartments 1,268,921 0.1%
278 Granada Plaza 1,249,046 0.1%
279 Summitwood Village Apartments 1,235,453 0.1%
280 2221 Lee Road Office Building 1,174,465 0.1%
281 All American Mini Storage 1,159,047 0.1%
282 201 Commonwealth Court 1,140,000 0.1%
283 Olde Oaks Apartments 1,097,943 0.1%
284 Bouganvillas Apartments 1,076,073 0.1%
285 Martin Mobile Home Park 1,070,000 0.1%
286 Ellendale Place Apartments 1,060,000 0.1%
287 Kessel Food Market - Saginaw 1,046,088 0.1%
288 Talbot Center 1,037,000 0.1%
289 Circle K Mobile Home Park 1,035,735 0.1%
290 Strawberry Hill Apartments 1,000,000 0.1%
291 McGeordan Apartments 997,334 0.1%
292 Camel Toe Plaza Shopping Center 974,276 0.1%
293 Washington Park Offices 970,603 0.1%
294 Denway Circle Apartments 968,844 0.1%
295 Oxford Village Apartments 948,938 0.1%
296 Space Saver #8 Self-Storage Facility 948,390 0.1%
297 Food City Retail Center 937,462 0.1%
298 Meadowood I Apartments 935,000 0.1%
299 Windy Hill Apartments 930,000 0.1%
300 Northgate Plaza 900,000 0.1%
301 Lone Mountain Mobile Home Park 900,000 0.1%
302 Ogden Apartments 900,000 0.1%
303 Oak Lawn Square 899,259 0.1%
304 Flat Iron Building 898,937 0.1%
305 Baymar Apartments 888,390 0.1%
306 Texas City Medical Office Building (1Q) 548,288 0.0%
307 Hollyvale Apartments (1Q) 333,950 0.0%
308 Grandin Village Apartments 880,000 0.1%
309 Riverview Estates Mobile Home Park 847,676 0.1%
310 Tree Top Apartments 799,362 0.1%
311 871 Islington Street 797,794 0.1%
312 Westwood Apartments 796,059 0.1%
313 Territorial Village (1R) 506,800 0.0%
314 Telshor Tower Plaza (1R) 248,431 0.0%
315 Congress Building 713,746 0.0%
316 Continental House Apartments 688,149 0.0%
317 Affordable Self Storage 675,000 0.0%
318 Iroquois Apartments 667,494 0.0%
319 Bay Palm Apartments 653,700 0.0%
320 969 & 971 Amsterdam Avenue 649,551 0.0%
321 59-15 55th Street 648,399 0.0%
322 Chesterfield/Eula Apartments 635,485 0.0%
323 Carillon Retail Center 634,523 0.0%
324 Pine Street Apartments & Blossom Street Apartments 625,000 0.0%
325 Penn State Office Building 599,764 0.0%
326 Autumn Run Apartments 576,541 0.0%
327 Pullman Park Apartments 571,924 0.0%
328 Spanish Oaks Apartments 556,884 0.0%
<CAPTION>
Origination Remaining
Amortization Amortization
Term Term
# Property Name (months) (months)
<S> <C> <C> <C>
247 The Northwest Medical Plaza Shopping Center 300 297
248 Kingsley Business Center 360 354
249 OfficeMax 240 228
250 Rutherford Place 360 359
251 The Woods II Office Buildings 360 359
252 Greenville Avenue B & G 300 297
253 Boulder Ridge Apartments 300 290
254 Spring Gardens Apartments 300 300
255 The Admiral Apartments & The Drake Apartments 360 358
256 Heritage Apartments 300 298
257 Montgomery Village Executive Plaza Phase I 180 178
258 Orchard Lake Mini-Storage 300 299
259 Parker Road Retail 300 299
260 Smith Shopping Center 360 354
261 Rivermont Park 240 229
262 SecurCare of Colorado Springs 360 358
263 Free Street Office Building 300 299
264 Maple Valley Plaza 240 238
265 Crestview Apartments 240 233
266 Cedar Lakes Apartments 360 353
267 Rose Garden Apartments 300 298
268 Kmart - Charleston 360 359
269 Edelweiss Apartments 300 295
270 The Wachler Building 240 233
271 CTC II Building 360 358
272 Autumn Ridge Apartments 240 229
273 Diversey & Sheffield Plaza 300 299
274 The Pinger Building 300 294
275 Elden Professional Building 300 299
276 Orangetree Apartments 360 353
277 Silver Cliff Apartments 300 299
278 Granada Plaza 300 299
279 Summitwood Village Apartments 360 355
280 2221 Lee Road Office Building 360 359
281 All American Mini Storage 300 299
282 201 Commonwealth Court 300 300
283 Olde Oaks Apartments 300 298
284 Bouganvillas Apartments 360 355
285 Martin Mobile Home Park 300 300
286 Ellendale Place Apartments 300 300
287 Kessel Food Market - Saginaw 300 299
288 Talbot Center 360 360
289 Circle K Mobile Home Park 360 354
290 Strawberry Hill Apartments 300 300
291 McGeordan Apartments 300 297
292 Camel Toe Plaza Shopping Center 300 299
293 Washington Park Offices 240 237
294 Denway Circle Apartments 360 358
295 Oxford Village Apartments 360 358
296 Space Saver #8 Self-Storage Facility 300 298
297 Food City Retail Center 300 297
298 Meadowood I Apartments 360 360
299 Windy Hill Apartments 300 300
300 Northgate Plaza 300 300
301 Lone Mountain Mobile Home Park 360 360
302 Ogden Apartments 300 300
303 Oak Lawn Square 300 299
304 Flat Iron Building 240 239
305 Baymar Apartments 240 233
306 Texas City Medical Office Building (1Q) 240 238
307 Hollyvale Apartments (1Q) 240 238
308 Grandin Village Apartments 300 300
309 Riverview Estates Mobile Home Park 300 297
310 Tree Top Apartments 300 299
311 871 Islington Street 300 297
312 Westwood Apartments 240 237
313 Territorial Village (1R) 300 294
314 Telshor Tower Plaza (1R) 300 294
315 Congress Building 300 298
316 Continental House Apartments 300 297
317 Affordable Self Storage 300 300
318 Iroquois Apartments 300 299
319 Bay Palm Apartments 360 359
320 969 & 971 Amsterdam Avenue 300 299
321 59-15 55th Street 300 297
322 Chesterfield/Eula Apartments 240 236
323 Carillon Retail Center 300 299
324 Pine Street Apartments & Blossom Street Apartments 240 240
325 Penn State Office Building 360 359
326 Autumn Run Apartments 300 294
327 Pullman Park Apartments 300 295
328 Spanish Oaks Apartments 300 295
<CAPTION>
Original Remaining
Term to Term to
Maturity Maturity
# Property Name (months) (6) (months) (6)
<S> <C> <C> <C>
247 The Northwest Medical Plaza Shopping Center 120 117
248 Kingsley Business Center 120 114
249 OfficeMax 180 168
250 Rutherford Place 120 119
251 The Woods II Office Buildings 120 119
252 Greenville Avenue B & G 120 117
253 Boulder Ridge Apartments 180 170
254 Spring Gardens Apartments 120 120
255 The Admiral Apartments & The Drake Apartments 120 118
256 Heritage Apartments 300 298
257 Montgomery Village Executive Plaza Phase I 180 178
258 Orchard Lake Mini-Storage 120 119
259 Parker Road Retail 120 119
260 Smith Shopping Center 120 114
261 Rivermont Park 120 109
262 SecurCare of Colorado Springs 84 82
263 Free Street Office Building 120 119
264 Maple Valley Plaza 120 118
265 Crestview Apartments 240 233
266 Cedar Lakes Apartments 120 113
267 Rose Garden Apartments 300 298
268 Kmart - Charleston 120 119
269 Edelweiss Apartments 120 115
270 The Wachler Building 120 113
271 CTC II Building 120 118
272 Autumn Ridge Apartments 240 229
273 Diversey & Sheffield Plaza 120 119
274 The Pinger Building 120 114
275 Elden Professional Building 120 119
276 Orangetree Apartments 120 113
277 Silver Cliff Apartments 120 119
278 Granada Plaza 120 119
279 Summitwood Village Apartments 120 115
280 2221 Lee Road Office Building 120 119
281 All American Mini Storage 120 119
282 201 Commonwealth Court 120 120
283 Olde Oaks Apartments 120 118
284 Bouganvillas Apartments 120 115
285 Martin Mobile Home Park 120 120
286 Ellendale Place Apartments 300 300
287 Kessel Food Market - Saginaw 120 119
288 Talbot Center 120 120
289 Circle K Mobile Home Park 120 114
290 Strawberry Hill Apartments 120 120
291 McGeordan Apartments 120 117
292 Camel Toe Plaza Shopping Center 120 119
293 Washington Park Offices 240 237
294 Denway Circle Apartments 120 118
295 Oxford Village Apartments 120 118
296 Space Saver #8 Self-Storage Facility 120 118
297 Food City Retail Center 120 117
298 Meadowood I Apartments 120 120
299 Windy Hill Apartments 120 120
300 Northgate Plaza 120 120
301 Lone Mountain Mobile Home Park 120 120
302 Ogden Apartments 120 120
303 Oak Lawn Square 120 119
304 Flat Iron Building 240 239
305 Baymar Apartments 240 233
306 Texas City Medical Office Building (1Q) 120 118
307 Hollyvale Apartments (1Q) 120 118
308 Grandin Village Apartments 120 120
309 Riverview Estates Mobile Home Park 120 117
310 Tree Top Apartments 120 119
311 871 Islington Street 120 117
312 Westwood Apartments 120 117
313 Territorial Village (1R) 180 174
314 Telshor Tower Plaza (1R) 180 174
315 Congress Building 120 118
316 Continental House Apartments 120 117
317 Affordable Self Storage 120 120
318 Iroquois Apartments 120 119
319 Bay Palm Apartments 120 119
320 969 & 971 Amsterdam Avenue 120 119
321 59-15 55th Street 120 117
322 Chesterfield/Eula Apartments 120 116
323 Carillon Retail Center 120 119
324 Pine Street Apartments & Blossom Street Apartments 120 120
325 Penn State Office Building 120 119
326 Autumn Run Apartments 120 114
327 Pullman Park Apartments 120 115
328 Spanish Oaks Apartments 120 115
<CAPTION>
Mortgage Monthly
# Property Name Rate Payment
<S> <C> <C> <C>
247 The Northwest Medical Plaza Shopping Center 7.800% 13,655.06
248 Kingsley Business Center 8.130% 13,148.40
249 OfficeMax 7.400% 14,390.81
250 Rutherford Place 7.970% 12,621.38
251 The Woods II Office Buildings 7.910% 12,367.50
252 Greenville Avenue B & G 8.430% 13,248.53
253 Boulder Ridge Apartments 7.420% 11,946.19
254 Spring Gardens Apartments 7.850% 12,190.50
255 The Admiral Apartments & The Drake Apartments 8.200% 11,590.19
256 Heritage Apartments 8.090% 11,861.26
257 Montgomery Village Executive Plaza Phase I 8.600% 15,156.33
258 Orchard Lake Mini-Storage 8.270% 11,981.07
259 Parker Road Retail 8.050% 11,626.97
260 Smith Shopping Center 7.500% 10,348.37
261 Rivermont Park 7.000% 11,629.48
262 SecurCare of Colorado Springs 8.190% 10,921.91
263 Free Street Office Building 8.260% 11,442.22
264 Maple Valley Plaza 7.750% 11,903.75
265 Crestview Apartments 7.200% 11,416.56
266 Cedar Lakes Apartments 7.000% 9,547.09
267 Rose Garden Apartments 8.090% 11,083.48
268 Kmart - Charleston 8.030% 10,368.23
269 Edelweiss Apartments 7.350% 10,209.67
270 The Wachler Building 7.500% 11,278.30
271 CTC II Building 8.040% 9,943.49
272 Autumn Ridge Apartments 7.480% 10,859.00
273 Diversey & Sheffield Plaza 7.950% 9,990.59
274 The Pinger Building 7.500% 9,606.89
275 Elden Professional Building 8.300% 10,095.38
276 Orangetree Apartments 7.250% 8,731.86
277 Silver Cliff Apartments 7.900% 9,718.08
278 Granada Plaza 8.340% 9,930.92
279 Summitwood Village Apartments 7.350% 8,543.25
280 2221 Lee Road Office Building 7.960% 8,588.99
281 All American Mini Storage 8.040% 8,983.83
282 201 Commonwealth Court 8.020% 8,813.81
283 Olde Oaks Apartments 8.050% 8,526.45
284 Bouganvillas Apartments 7.390% 7,470.34
285 Martin Mobile Home Park 8.170% 8,379.29
286 Ellendale Place Apartments 8.420% 8,478.34
287 Kessel Food Market - Saginaw 7.790% 7,935.81
288 Talbot Center 8.650% 8,084.13
289 Circle K Mobile Home Park 7.500% 7,271.83
290 Strawberry Hill Apartments 8.280% 7,904.56
291 McGeordan Apartments 8.110% 7,791.17
292 Camel Toe Plaza Shopping Center 8.450% 7,818.14
293 Washington Park Offices 8.250% 8,307.64
294 Denway Circle Apartments 7.780% 6,969.32
295 Oxford Village Apartments 8.020% 6,984.01
296 Space Saver #8 Self-Storage Facility 8.540% 7,675.28
297 Food City Retail Center 8.050% 7,286.24
298 Meadowood I Apartments 7.970% 6,841.15
299 Windy Hill Apartments 8.450% 7,457.30
300 Northgate Plaza 8.880% 7,478.95
301 Lone Mountain Mobile Home Park 7.740% 6,441.49
302 Ogden Apartments 8.170% 7,048.00
303 Oak Lawn Square 8.030% 6,964.24
304 Flat Iron Building 9.310% 8,277.83
305 Baymar Apartments 7.230% 7,102.48
306 Texas City Medical Office Building (1Q) 8.160% 4,655.34
307 Hollyvale Apartments (1Q) 8.110% 2,825.05
308 Grandin Village Apartments 8.250% 6,938.36
309 Riverview Estates Mobile Home Park 7.990% 6,554.81
310 Tree Top Apartments 8.160% 6,259.56
311 871 Islington Street 7.950% 6,148.06
312 Westwood Apartments 7.650% 6,518.32
313 Territorial Village (1R) 7.720% 3,842.14
314 Telshor Tower Plaza (1R) 7.720% 1,883.40
315 Congress Building 8.370% 5,694.87
316 Continental House Apartments 8.080% 5,362.15
317 Affordable Self Storage 8.510% 5,439.83
318 Iroquois Apartments 8.370% 5,320.52
319 Bay Palm Apartments 7.940% 4,771.49
320 969 & 971 Amsterdam Avenue 8.730% 5,335.10
321 59-15 55th Street 8.480% 5,225.22
322 Chesterfield/Eula Apartments 7.780% 5,265.92
323 Carillon Retail Center 8.400% 5,070.47
324 Pine Street Apartments & Blossom Street Apartments 8.260% 5,329.33
325 Penn State Office Building 8.350% 4,549.85
326 Autumn Run Apartments 8.000% 4,476.53
327 Pullman Park Apartments 7.730% 4,335.59
328 Spanish Oaks Apartments 7.500% 4,138.35
<CAPTION>
First
Payment Maturity
# Property Name Date Date
<S> <C> <C> <C>
247 The Northwest Medical Plaza Shopping Center 4/1/99 3/1/09
248 Kingsley Business Center 1/1/99 12/1/08
249 OfficeMax 7/1/98 6/1/18
250 Rutherford Place 6/1/99 5/1/09
251 The Woods II Office Buildings 6/1/99 5/1/09
252 Greenville Avenue B & G 4/1/99 3/1/09
253 Boulder Ridge Apartments 9/1/98 8/1/23
254 Spring Gardens Apartments 7/1/99 6/1/09
255 The Admiral Apartments & The Drake Apartments 5/1/99 4/1/09
256 Heritage Apartments 5/1/99 4/1/24
257 Montgomery Village Executive Plaza Phase I 5/1/99 4/1/14
258 Orchard Lake Mini-Storage 6/1/99 5/1/09
259 Parker Road Retail 6/1/99 5/1/09
260 Smith Shopping Center 1/1/99 12/1/08
261 Rivermont Park 8/1/98 7/1/18
262 SecurCare of Colorado Springs 5/1/99 4/1/06
263 Free Street Office Building 6/1/99 5/1/09
264 Maple Valley Plaza 5/1/99 4/1/09
265 Crestview Apartments 12/1/98 11/1/18
266 Cedar Lakes Apartments 12/1/98 11/1/08
267 Rose Garden Apartments 5/1/99 4/1/24
268 Kmart - Charleston 6/1/99 5/1/09
269 Edelweiss Apartments 2/1/99 1/1/09
270 The Wachler Building 12/1/98 11/1/08
271 CTC II Building 5/1/99 4/1/09
272 Autumn Ridge Apartments 8/1/98 7/1/18
273 Diversey & Sheffield Plaza 6/1/99 5/1/09
274 The Pinger Building 1/1/99 12/1/08
275 Elden Professional Building 6/1/99 5/1/09
276 Orangetree Apartments 12/1/98 11/1/08
277 Silver Cliff Apartments 6/1/99 5/1/09
278 Granada Plaza 6/1/99 5/1/09
279 Summitwood Village Apartments 2/1/99 1/1/09
280 2221 Lee Road Office Building 6/1/99 5/1/09
281 All American Mini Storage 6/1/99 5/1/09
282 201 Commonwealth Court 7/1/99 6/1/09
283 Olde Oaks Apartments 5/1/99 4/1/09
284 Bouganvillas Apartments 2/1/99 1/1/09
285 Martin Mobile Home Park 7/1/99 6/1/09
286 Ellendale Place Apartments 7/1/99 6/1/24
287 Kessel Food Market - Saginaw 6/1/99 5/1/09
288 Talbot Center 7/1/99 6/1/09
289 Circle K Mobile Home Park 1/1/99 12/1/08
290 Strawberry Hill Apartments 7/1/99 6/1/09
291 McGeordan Apartments 4/1/99 3/1/09
292 Camel Toe Plaza Shopping Center 6/1/99 5/1/09
293 Washington Park Offices 4/1/99 3/1/19
294 Denway Circle Apartments 5/1/99 4/1/09
295 Oxford Village Apartments 5/1/99 4/1/09
296 Space Saver #8 Self-Storage Facility 5/1/99 4/1/09
297 Food City Retail Center 4/1/99 3/1/09
298 Meadowood I Apartments 7/1/99 6/1/09
299 Windy Hill Apartments 7/1/99 6/1/09
300 Northgate Plaza 7/1/99 6/1/09
301 Lone Mountain Mobile Home Park 7/1/99 6/1/09
302 Ogden Apartments 7/1/99 6/1/09
303 Oak Lawn Square 6/1/99 5/1/09
304 Flat Iron Building 6/1/99 5/1/19
305 Baymar Apartments 12/1/98 11/1/18
306 Texas City Medical Office Building (1Q) 5/1/99 4/1/09
307 Hollyvale Apartments (1Q) 5/1/99 4/1/09
308 Grandin Village Apartments 7/1/99 6/1/09
309 Riverview Estates Mobile Home Park 4/1/99 3/1/09
310 Tree Top Apartments 6/1/99 5/1/09
311 871 Islington Street 4/1/99 3/1/09
312 Westwood Apartments 4/1/99 3/1/09
313 Territorial Village (1R) 1/1/99 12/1/13
314 Telshor Tower Plaza (1R) 1/1/99 12/1/13
315 Congress Building 5/1/99 4/1/09
316 Continental House Apartments 4/1/99 3/1/09
317 Affordable Self Storage 7/1/99 6/1/09
318 Iroquois Apartments 6/1/99 5/1/09
319 Bay Palm Apartments 6/1/99 5/1/09
320 969 & 971 Amsterdam Avenue 6/1/99 5/1/09
321 59-15 55th Street 4/1/99 3/1/09
322 Chesterfield/Eula Apartments 3/1/99 2/1/09
323 Carillon Retail Center 6/1/99 5/1/09
324 Pine Street Apartments & Blossom Street Apartments 7/1/99 6/1/09
325 Penn State Office Building 6/1/99 5/1/09
326 Autumn Run Apartments 1/1/99 12/1/08
327 Pullman Park Apartments 2/1/99 1/1/09
328 Spanish Oaks Apartments 2/1/99 1/1/09
<CAPTION>
Prepayment Provision
# Property Name ARD (7) as of Origination (8)
<S> <C> <C> <C>
247 The Northwest Medical Plaza Shopping Center L (9.5), O (0.5)
248 Kingsley Business Center L (9.67), O (0.33)
249 OfficeMax 6/1/13 L (14.75), O (0.25)
250 Rutherford Place L (9.5), O (0.5)
251 The Woods II Office Buildings L (9.75), O (0.25)
252 Greenville Avenue B & G L (9.75), O (0.25)
253 Boulder Ridge Apartments 8/1/13 L (14.67), O (0.33)
254 Spring Gardens Apartments L (9.5), O (0.5)
255 The Admiral Apartments & The Drake Apartments L (9.5), O (0.5)
256 Heritage Apartments L (24.5), O (0.5)
257 Montgomery Village Executive Plaza Phase I L (14.5), O (0.5)
258 Orchard Lake Mini-Storage L (9.5), O (0.5)
259 Parker Road Retail L (9.5), O (0.5)
260 Smith Shopping Center L (9.5), O (0.5)
261 Rivermont Park 7/1/08 L (9.75), O (0.25)
262 SecurCare of Colorado Springs L (6.75), O (0.25)
263 Free Street Office Building L (9.5), O (0.5)
264 Maple Valley Plaza L (9.5), O (0.5)
265 Crestview Apartments L (19.5), O (0.5)
266 Cedar Lakes Apartments L (5), YM 1% (4.5), O (0.5)
267 Rose Garden Apartments L (24.5), O (0.5)
268 Kmart - Charleston L (9.75), O (0.25)
269 Edelweiss Apartments L (9.5), O (0.5)
270 The Wachler Building L (9.5), O (0.5)
271 CTC II Building L (9.67), O (0.33)
272 Autumn Ridge Apartments L (19.75), O (0.25)
273 Diversey & Sheffield Plaza L (9.5), O (0.5)
274 The Pinger Building L (9.5), O (0.5)
275 Elden Professional Building L (9.5), O (0.5)
276 Orangetree Apartments L (9.5), O (0.5)
277 Silver Cliff Apartments L (9.5), O (0.5)
278 Granada Plaza L (9.5), O (0.5)
279 Summitwood Village Apartments L (9.5), O (0.5)
280 2221 Lee Road Office Building L (9.5), O (0.5)
281 All American Mini Storage L (9.5), O (0.5)
282 201 Commonwealth Court L (9.5), O (0.5)
283 Olde Oaks Apartments L (9.5), O (0.5)
284 Bouganvillas Apartments L (9.5), O (0.5)
285 Martin Mobile Home Park L (9.5), O (0.5)
286 Ellendale Place Apartments L (24.5), O (0.5)
287 Kessel Food Market - Saginaw L (9.5), O (0.5)
288 Talbot Center L (9.5), O (0.5)
289 Circle K Mobile Home Park L (9.5), O (0.5)
290 Strawberry Hill Apartments L (9.5), O (0.5)
291 McGeordan Apartments L (9.5), O (0.5)
292 Camel Toe Plaza Shopping Center L (9.5), O (0.5)
293 Washington Park Offices L (19.5), O (0.5)
294 Denway Circle Apartments L (9.5), O (0.5)
295 Oxford Village Apartments L (9.5), O (0.5)
296 Space Saver #8 Self-Storage Facility L (9.5), O (0.5)
297 Food City Retail Center L (9.5), O (0.5)
298 Meadowood I Apartments L (9.5), O (0.5)
299 Windy Hill Apartments L (9.5), O (0.5)
300 Northgate Plaza L (9.5), O (0.5)
301 Lone Mountain Mobile Home Park L (9.5), O (0.5)
302 Ogden Apartments L (9.5), O (0.5)
303 Oak Lawn Square L (9.5), O (0.5)
304 Flat Iron Building L (19.5), O (0.5)
305 Baymar Apartments L (19.5), O (0.5)
306 Texas City Medical Office Building (1Q) L (9.5), O (0.5)
307 Hollyvale Apartments (1Q) L (9.5), O (0.5)
308 Grandin Village Apartments L (9.5), O (0.5)
309 Riverview Estates Mobile Home Park L (9.5), O (0.5)
310 Tree Top Apartments L (9.5), O (0.5)
311 871 Islington Street L (9.5), O (0.5)
312 Westwood Apartments L (9.5), O (0.5)
313 Territorial Village (1R) L (14.5), O (0.5)
314 Telshor Tower Plaza (1R) L (14.5), O (0.5)
315 Congress Building L (9.5), O (0.5)
316 Continental House Apartments L (9.5), O (0.5)
317 Affordable Self Storage L (9.5), O (0.5)
318 Iroquois Apartments L (9.5), O (0.5)
319 Bay Palm Apartments L (9.5), O (0.5)
320 969 & 971 Amsterdam Avenue L (9.5), O (0.5)
321 59-15 55th Street L (9.5), O (0.5)
322 Chesterfield/Eula Apartments L (9.5), O (0.5)
323 Carillon Retail Center L (9.5), O (0.5)
324 Pine Street Apartments & Blossom Street Apartments L (9.5), O (0.5)
325 Penn State Office Building L (9.5), O (0.5)
326 Autumn Run Apartments L (9.5), O (0.5)
327 Pullman Park Apartments L (9.5), O (0.5)
328 Spanish Oaks Apartments L (9.5), O (0.5)
<CAPTION>
Defeasance
# Property Name Option (9)
<S> <C> <C>
247 The Northwest Medical Plaza Shopping Center Yes
248 Kingsley Business Center Yes
249 OfficeMax Yes
250 Rutherford Place Yes
251 The Woods II Office Buildings Yes
252 Greenville Avenue B & G Yes
253 Boulder Ridge Apartments Yes
254 Spring Gardens Apartments Yes
255 The Admiral Apartments & The Drake Apartments Yes
256 Heritage Apartments Yes
257 Montgomery Village Executive Plaza Phase I Yes
258 Orchard Lake Mini-Storage Yes
259 Parker Road Retail Yes
260 Smith Shopping Center Yes
261 Rivermont Park Yes
262 SecurCare of Colorado Springs Yes
263 Free Street Office Building Yes
264 Maple Valley Plaza Yes
265 Crestview Apartments Yes
266 Cedar Lakes Apartments No
267 Rose Garden Apartments Yes
268 Kmart - Charleston Yes
269 Edelweiss Apartments Yes
270 The Wachler Building Yes
271 CTC II Building Yes
272 Autumn Ridge Apartments Yes
273 Diversey & Sheffield Plaza Yes
274 The Pinger Building Yes
275 Elden Professional Building Yes
276 Orangetree Apartments Yes
277 Silver Cliff Apartments Yes
278 Granada Plaza Yes
279 Summitwood Village Apartments Yes
280 2221 Lee Road Office Building Yes
281 All American Mini Storage Yes
282 201 Commonwealth Court Yes
283 Olde Oaks Apartments Yes
284 Bouganvillas Apartments Yes
285 Martin Mobile Home Park Yes
286 Ellendale Place Apartments Yes
287 Kessel Food Market - Saginaw Yes
288 Talbot Center Yes
289 Circle K Mobile Home Park Yes
290 Strawberry Hill Apartments Yes
291 McGeordan Apartments Yes
292 Camel Toe Plaza Shopping Center Yes
293 Washington Park Offices Yes
294 Denway Circle Apartments Yes
295 Oxford Village Apartments Yes
296 Space Saver #8 Self-Storage Facility Yes
297 Food City Retail Center Yes
298 Meadowood I Apartments Yes
299 Windy Hill Apartments Yes
300 Northgate Plaza Yes
301 Lone Mountain Mobile Home Park Yes
302 Ogden Apartments Yes
303 Oak Lawn Square Yes
304 Flat Iron Building Yes
305 Baymar Apartments Yes
306 Texas City Medical Office Building (1Q) Yes
307 Hollyvale Apartments (1Q) Yes
308 Grandin Village Apartments Yes
309 Riverview Estates Mobile Home Park Yes
310 Tree Top Apartments Yes
311 871 Islington Street Yes
312 Westwood Apartments Yes
313 Territorial Village (1R) Yes
314 Telshor Tower Plaza (1R) Yes
315 Congress Building Yes
316 Continental House Apartments Yes
317 Affordable Self Storage Yes
318 Iroquois Apartments Yes
319 Bay Palm Apartments Yes
320 969 & 971 Amsterdam Avenue Yes
321 59-15 55th Street Yes
322 Chesterfield/Eula Apartments Yes
323 Carillon Retail Center Yes
324 Pine Street Apartments & Blossom Street Apartments Yes
325 Penn State Office Building Yes
326 Autumn Run Apartments Yes
327 Pullman Park Apartments Yes
328 Spanish Oaks Apartments Yes
</TABLE>
<PAGE>
Characteristics of the Mortgage Loans
<TABLE>
<CAPTION>
Original
Mortgage Loan Principal
# Property Name Seller Balance
<S> <C> <C> <C>
329 Ballenger Manor Apartments Column 552,000
330 Allen Avenue Apartments Column 535,000
331 Skyline Mall Column 535,000
332 James Road Medical Center Column 520,000
333 Rebecca Apartments Column 525,000
334 The Homestead Apartments Column 500,000
335 Corona Avenue Apartments Column 498,000
336 Sandstone Apartments Column 450,000
337 Lynn Villa Apartments Column 415,000
338 Savannah Apartments Column 395,000
339 Vienna Terrace Apartments Column 375,000
340 Alexandria Apartments - CO Column 315,000
341 Boynton Vista Apartments Column 300,000
342 Navarro Crossing Apartments Column 275,000
343 Kordis Apartments Column 250,000
---------------
Total/Weighted Average $1,554,030,981
---------------
---------------
Maximum: $68,123,000
Minimum: $106,854
<CAPTION>
Percentage of
Cut-off Date Initial
# Property Name Balance (5) Pool Balance
<S> <C> <C> <C>
329 Ballenger Manor Apartments 551,542 0.0%
330 Allen Avenue Apartments 532,745 0.0%
331 Skyline Mall 531,407 0.0%
332 James Road Medical Center 520,000 0.0%
333 Rebecca Apartments 516,867 0.0%
334 The Homestead Apartments 500,000 0.0%
335 Corona Avenue Apartments 497,360 0.0%
336 Sandstone Apartments 447,445 0.0%
337 Lynn Villa Apartments 414,286 0.0%
338 Savannah Apartments 394,304 0.0%
339 Vienna Terrace Apartments 371,285 0.0%
340 Alexandria Apartments - CO 314,444 0.0%
341 Boynton Vista Apartments 298,486 0.0%
342 Navarro Crossing Apartments 272,574 0.0%
343 Kordis Apartments 248,667 0.0%
-------------- ------
Total/Weighted Average $1,550,429,606 100.0%
-------------- ------
-------------- ------
Maximum: $67,944,452 4.4%
Minimum: $106,854 0.0%
<CAPTION>
Origination Remaining
Amortization Amortization
Term Term
# Property Name (months) (months)
<S> <C> <C> <C>
329 Ballenger Manor Apartments 300 299
330 Allen Avenue Apartments 300 296
331 Skyline Mall 240 236
332 James Road Medical Center 300 300
333 Rebecca Apartments 240 230
334 The Homestead Apartments 300 300
335 Corona Avenue Apartments 240 239
336 Sandstone Apartments 300 295
337 Lynn Villa Apartments 300 298
338 Savannah Apartments 300 298
339 Vienna Terrace Apartments 240 234
340 Alexandria Apartments - CO 300 298
341 Boynton Vista Apartments 300 295
342 Navarro Crossing Apartments 240 235
343 Kordis Apartments 300 295
--- ---
Total/Weighted Average 346 344
--- ---
--- ---
Maximum: 360 360
Minimum: 156 145
<CAPTION>
Original Remaining
Term to Term to
Maturity Maturity
# Property Name (months) (6) (months) (6)
<S> <C> <C> <C>
329 Ballenger Manor Apartments 120 119
330 Allen Avenue Apartments 120 116
331 Skyline Mall 120 116
332 James Road Medical Center 120 120
333 Rebecca Apartments 240 230
334 The Homestead Apartments 120 120
335 Corona Avenue Apartments 240 239
336 Sandstone Apartments 120 115
337 Lynn Villa Apartments 120 118
338 Savannah Apartments 120 118
339 Vienna Terrace Apartments 120 114
340 Alexandria Apartments - CO 120 118
341 Boynton Vista Apartments 120 115
342 Navarro Crossing Apartments 120 115
343 Kordis Apartments 120 115
--- ---
Total/Weighted Average 127 124
--- ---
--- ---
Maximum: 300 300
Minimum: 60 52
<CAPTION>
Mortgage Monthly
# Property Name Rate Payment
<S> <C> <C> <C>
329 Ballenger Manor Apartments 8.000% 4,260.43
330 Allen Avenue Apartments 8.060% 4,150.50
331 Skyline Mall 8.180% 4,535.07
332 James Road Medical Center 8.850% 4,310.53
333 Rebecca Apartments 8.500% 4,556.07
334 The Homestead Apartments 8.560% 4,046.37
335 Corona Avenue Apartments 8.830% 4,426.33
336 Sandstone Apartments 7.380% 3,290.42
337 Lynn Villa Apartments 8.470% 3,333.31
338 Savannah Apartments 8.350% 3,140.82
339 Vienna Terrace Apartments 8.000% 3,136.65
340 Alexandria Apartments - CO 8.340% 2,502.59
341 Boynton Vista Apartments 8.070% 2,329.38
342 Navarro Crossing Apartments 7.600% 2,232.23
343 Kordis Apartments 7.750% 1,888.32
----- --------------
Total/Weighted Average 7.661% $11,196,950.50
----- --------------
----- --------------
Maximum: 9.310% $508,436.85
Minimum: 6.600% $816.95
<CAPTION>
First
Payment Maturity
# Property Name Date Date
<S> <C> <C> <C>
329 Ballenger Manor Apartments 6/1/99 5/1/09
330 Allen Avenue Apartments 3/1/99 2/1/09
331 Skyline Mall 3/1/99 2/1/09
332 James Road Medical Center 7/1/99 6/1/09
333 Rebecca Apartments 9/1/98 8/1/18
334 The Homestead Apartments 7/1/99 6/1/09
335 Corona Avenue Apartments 6/1/99 5/1/19
336 Sandstone Apartments 2/1/99 1/1/09
337 Lynn Villa Apartments 5/1/99 4/1/09
338 Savannah Apartments 5/1/99 4/1/09
339 Vienna Terrace Apartments 1/1/99 12/1/08
340 Alexandria Apartments - CO 5/1/99 4/1/09
341 Boynton Vista Apartments 2/1/99 1/1/09
342 Navarro Crossing Apartments 2/1/99 1/1/09
343 Kordis Apartments 2/1/99 1/1/09
------- --------
Total/Weighted Average 4/10/99 6/26/12
------- --------
------- --------
Maximum: 7/1/99 5/1/29
Minimum: 3/1/98 4/1/06
<CAPTION>
Prepayment Provision
# Property Name ARD (7) as of Origination (8)
<S> <C> <C> <C>
329 Ballenger Manor Apartments L (9.5), O (0.5)
330 Allen Avenue Apartments L (9.5), O (0.5)
331 Skyline Mall L (9.5), O (0.5)
332 James Road Medical Center L (9.5), O (0.5)
333 Rebecca Apartments L (3), YM 1% (6.5), O (10.5)
334 The Homestead Apartments L (9.5), O (0.5)
335 Corona Avenue Apartments L (19.5), O (0.5)
336 Sandstone Apartments L (9.5), O (0.5)
337 Lynn Villa Apartments L (9.5), O (0.5)
338 Savannah Apartments L (9.5), O (0.5)
339 Vienna Terrace Apartments L (9.5), O (0.5)
340 Alexandria Apartments - CO L (9.5), O (0.5)
341 Boynton Vista Apartments L (9.5), O (0.5)
342 Navarro Crossing Apartments L (9.5), O (0.5)
343 Kordis Apartments L (9.5), O (0.5)
Total/Weighted Average
Maximum:
Minimum:
<CAPTION>
Defeasance
# Property Name Option (9)
329 Ballenger Manor Apartments Yes
330 Allen Avenue Apartments Yes
331 Skyline Mall Yes
332 James Road Medical Center Yes
333 Rebecca Apartments No
334 The Homestead Apartments Yes
335 Corona Avenue Apartments Yes
336 Sandstone Apartments Yes
337 Lynn Villa Apartments Yes
338 Savannah Apartments Yes
339 Vienna Terrace Apartments Yes
340 Alexandria Apartments - CO Yes
341 Boynton Vista Apartments Yes
342 Navarro Crossing Apartments Yes
343 Kordis Apartments Yes
Total/Weighted Average
Maximum:
Minimum:
</TABLE>
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview
Apartments - FL, Heron's Cove Apartments and Horizons North Apartments,
respectively.
(1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge
Apartments, and Woodscape Apartments, respectively.
(1C) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building
& The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building,
Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct
Warehouse, and Stone Fort Land - Tennessee American Water Company Office
Building, respectively, are cross-collateralized and cross-defaulted.
(1D) The Mortgage Loans secured by Cherry Creek Retirement Village and Remington
Heights Retirement Community, respectively, are cross-collateralized and
cross-defaulted.
(1E) A Single Mortgage Note secured by Two University Plaza, 800-900 Lanidex
Plaza and 140 Littleton Road, respectively.
(1F) A Single Mortgage Note secured by River Haven Mobile Home Park and
Knollwood Estates Mobile Home Park, respectively.
(1G) A Single Mortgage Note secured by U-Haul - Rusfield, U-Haul - San Clemente,
U-Haul - East Colonial and U-Haul - MacArthur Park, respectively.
(1H) A Single Mortgage Note secured by U-Haul - Dublin, U-Haul - Northridge,
U-Haul - Orange Park and U-Haul - Tulsa, respectively.
(1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa
Shopping Center and Crystal Gardens Shopping Center, respectively, are
cross-collateralized and cross-defaulted.
(1J) A Single Mortgage Note secured by U-Haul - Margate, U-Haul - Copperfield,
U-Haul - Hampton, U-Haul - Lodi, respectively.
(1K) A Single Mortgage Note secured by 1384-1450 Park Avenue, Rojacks
Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively.
(1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street,
respectively, are cross-collateralized and cross-defaulted.
(1M) A Single Mortgage Note secured by The Villas of Buena Vista Apartments, The
Parkview Apartments - TX, Madras Apartments, Alexandria Apartments - TX,
Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131 Armstrong
Condominiums, The Essex, 4431 Travis Street Apartments, 4432 Buena Vista
Apartments, The Annex Apartments, 4319 Buena Vista Apartments, The Chase
Apartments and Avalon Apartments, respectively.
(1N) A Single Mortgage Note secured by Kessel Food Market- Flushing and Kessel
Food Market-Grand Blanc, respectively.
(1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments,
Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy
Apartments, respectively, are cross-collateralized and cross-defaulted.
(1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens
Apartments and Delvale Apartments, respectively, are cross-collateralized
and cross-defaulted.
(1Q) The Mortgage Loans secured by Texas City Medical Office Building and
Hollyvale Apartments, respectively, are cross-collateralized and
cross-defaulted.
(1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza,
respectively, are cross-collateralized and cross-defaulted.
(2) The Mortgage Loan secured by Capital Heights Shopping Center has an
interest only period of 24 months from origination and thereafter is
scheduled to amortize over 360 months with the payment presented reflecting
the amount due during the amortization term.
(3) The Mortgage Loans secured by Deerbrook Crossing Shopping Center, Beechnut
Village Shopping Center, Holiday Inn - Clovis, Regent Place Office
Building, and Broussard Village Shopping Center provide for the payment to
the applicable sub servicer of an additional servicing fee of 0.08% per
annum.
(4) The Mortgage Loans secured by Pinewood Apartments, The Shadowbrook
Apartments, and Casa Real Apartments provide for the payment to the
applicable sub servicer of an additional servicing fee of 0.10% per annum.
(5) Assumes a Cut-off Date of June 1, 1999.
(6) In the case of ARD loans, the Anticipated Repayment Date is assumed to be
the maturity date for the purposes of the indicated column.
(7) Anticipated Repayment Date.
(8) Prepayment Provision as of Origination:
L (x) = Lockout or Defeasance for x years
YM A% (x) = Greater of Yield Maintenance Premium and A% Prepayment for x
years
O (x) = Prepayable at par for x years
(9) "Yes" means that defeasance is permitted (as otherwise described in the
Prospectus Supplement) notwithstanding the Lockout Period. "Both" means
that the Mortgage Loans provide for an initial Lock-out Period followed by
a Yield Maintenance Period. During both a portion of the Lock-out Period
and the Yield Maintenance Period, Defeasance is also permitted.
<PAGE>
Engineering Reserves and Recurring Replacement Reserves
<TABLE>
<CAPTION>
Contractual U/W Contractual U/W
Engineering Recurring Recurring Recurring LC & TI Tax &
Reserve at Replacement Replacement LC & TI Per Insurance
# Property Name Property Type Origination Reserve Reserve Per Sq. Ft. Sq. Ft. Escrows
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Oakwood Plaza Retail N/A $0.13 $0.13 $0.40 $0.40 Both
2 Arbor Lake Club Apartments
(1A) Multifamily $1,813 $250 $250 N/A N/A Both
3 The Parkview Apartments -
FL (1A) Multifamily $1,500 $250 $250 N/A N/A Both
4 Heron's Cove Apartments (1A) Multifamily $13,063 $250 $250 N/A N/A Both
5 Horizons North Apartments
(1A) Multifamily $2,375 $250 $250 N/A N/A Both
6 Herald Center Retail $66,085 $0.18 $0.25 $2.40 $0.44 Both
7 Sterling Point Apartments
(1B) Multifamily $317,450 $250 $250 N/A N/A Both
8 Sandridge Apartments (1B) Multifamily $87,813 $250 $250 N/A N/A Both
9 Woodscape Apartments (1B) Multifamily $26,875 $250 $250 N/A N/A Both
10 Stone Fort Land - The Tallan
Office Building & The
Tallan Parking Garage (1C) Mixed Use $1,846 $0.26 $0.27 N/A $1.51 Tax
11 Stone Fort Land - The Krystal
Office Building (1C) Office $1,279 $0.20 $0.20 N/A $1.17 Tax
12 Stone Fort Land - Riverside
Center (1C) Office $10,500 $0.20 $0.20 N/A $0.65 Tax
13 Stone Fort Land - Harrison
Direct Warehouse (1C) Industrial $7,000 $0.15 $0.15 N/A $0.10 Tax
14 Stone Fort Land - Tennessee
American Water Company
Office Building (1C) Office $26,719 $0.29 $0.29 N/A N/A Tax
15 Center At The Plant Retail N/A N/A $0.15 N/A $0.39 Both
16 The Boardwalk Multifamily $85,741 N/A $287 N/A N/A Tax
17 Cherry Creek Retirement Independent/
Village (1D) Assisted Living N/A N/A $300 N/A N/A Both
18 Remington Heights Retirement Independent/
Community (1D) Assisted Living N/A N/A $300 N/A N/A Both
19 Charles River Center Retail N/A $0.25 $0.15 N/A $0.54 Both
20 Fox Run Shopping Center Retail $10,406 $0.15 $0.20 $0.54 $0.60 Both
21 Two University Plaza (1E) Office $214,579 $0.15 $0.15 $0.41 $1.38 Both
22 800-900 Lanidex Plaza (1E) Office $172,305 $0.16 $0.15 $0.44 $1.26 Both
23 140 Littleton Road (1E) Office $31,485 $0.11 $0.15 $0.30 $1.63 Both
24 Embarcadero Corporate Center Office N/A N/A $0.16 $1.10 $1.32 Both
25 Best Buy Plaza Shopping Center Retail N/A N/A $0.15 N/A $0.47 Both
26 Highland Falls Apartments Multifamily $125,000 $227 $227 N/A N/A Both
27 Rancho Ocaso Multifamily N/A $208 $200 N/A N/A Both
28 The Court at Deptford II Retail N/A $0.15 $0.15 N/A $0.20 Both
29 Sage Crossing Apartments Multifamily $21,250 $250 $250 N/A N/A Both
30 Crossroads at Buckland Hills Retail N/A $0.15 $0.14 $0.20 $0.78 Both
31 Deerbrook Crossing Shopping
Center (3) Retail $26,250 $0.15 $0.15 N/A $0.48 Both
32 Sundance Village Apartments Multifamily $3,125 $225 $225 N/A N/A Both
33 Lake Mead Pavilion Shopping
Center Retail N/A $0.11 $0.11 $0.68 $0.68 Both
34 Ontario Plaza Retail N/A N/A $0.05 N/A $0.39 Both
35 Cole Spring Plaza Multifamily $191,875 $237 $238 N/A N/A Both
36 Penney's Plaza Retail $52,344 $0.15 $0.20 N/A $0.48 Both
37 Pines of Westbury Multifamily $5,000 $200 $250 N/A N/A Both
38 Bell Run Plaza Retail N/A $0.10 $0.21 N/A $0.26 Both
39 River Haven Mobile Home
Park (1F) Manufactured Housing $11,437 $26 $37 N/A N/A Both
40 Knollwood Estates Mobile Home
Park (1F) Manufactured Housing $3,177 $23 $37 N/A N/A Both
41 Colesville Towers Multifamily $302,000 $243 $243 N/A N/A Both
42 North Pointe Apartments Multifamily $116,000 $275 $275 N/A N/A Both
43 Tower Plaza Retail Center Retail N/A N/A $0.15 $0.76 $0.62 Both
44 Mountain View Mobile Home
Park Manufactured Housing $17,500 $80 $75 N/A N/A Both
45 The Mosby Building &
Apartments Mixed Use $96,469 $0.31 $0.31 N/A $0.30 Both
46 211 South Gulph Road Office N/A $0.20 $0.19 $0.44 $0.67 Both
47 Pinewood Apartments Multifamily N/A N/A $332 N/A N/A Both
48 U-Haul - Rusfield (1G) Self Storage N/A $0.20 $0.20 N/A N/A Both
49 U-Haul - San Clemente (1G) Self Storage N/A $0.35 $0.15 N/A N/A Both
50 U-Haul - East Colonial (1G) Self Storage N/A $0.22 $0.35 N/A N/A Both
51 U-Haul - MacArthur Park (1G) Self Storage N/A $0.11 $0.15 N/A N/A Both
52 Park Knolls Apartments Multifamily $20,406 N/A $309 N/A N/A Both
53 Diamond Bar Towne Center Retail N/A $0.21 $0.21 $0.50 $0.69 Both
54 U-Haul - Dublin (1H) Self Storage $10,027 $0.18 $0.18 N/A N/A Both
55 U-Haul - Northridge (1H) Self Storage $8,162 $0.19 $0.15 N/A N/A Both
56 U-Haul - Orange Park (1H) Self Storage $5,916 $0.15 $0.15 N/A N/A Both
57 U-Haul - Tulsa (1H) Self Storage $5,896 $0.12 $0.15 N/A N/A Both
58 Cherry Knolls Shopping Center Retail $40,750 $0.21 $0.21 $0.61 $0.61 Both
59 333 Sam Houston Office
Building Office N/A $0.20 $0.15 $1.27 $0.87 Both
60 The Shadowbrook
Apartments Multifamily N/A N/A $297 N/A N/A Both
61 Delta Fair Shopping Center Retail $5,094 $0.17 $0.16 N/A $0.47 Both
62 Willow Springs Shopping
Center (1I) Mixed Use $8,063 N/A $0.15 N/A $0.98 Both
63 Villa Shopping Center (1I) Retail $118,563 N/A $0.15 N/A $0.98 Both
64 Crystal Gardens Shopping
Center (1I) Mixed Use $9,725 N/A $0.16 N/A $0.91 Both
65 Hazelcrest Place Multifamily $37,250 $295 $295 N/A N/A Both
66 BJ's Plaza Shopping Center Retail $5,000 $0.12 $0.15 $0.04 $0.53 Tax
67 Holiday Inn Express - City
Center Hotel N/A 4.0% 4.0% N/A N/A Both
68 U-Haul - Margate (1J) Self Storage N/A $0.16 $0.15 N/A N/A Both
</TABLE>
<PAGE>
Engineering Reserves and Recurring Replacement Reserves
<TABLE>
<CAPTION>
Contractual U/W Contractual U/W
Engineering Recurring Recurring Recurring LC & TI Tax &
Reserve at Replacement Replacement LC & TI Per Insurance
# Property Name Property Type Origination Reserve Reserve Per Sq. Ft. Sq. Ft. Escrows
<S> <C> <C> <C> <C> <C> <C> <C> <C>
69 U-Haul - Copperfield (1J) Self Storage N/A $0.16 $0.15 N/A N/A Both
70 U-Haul - Hampton (1J) Self Storage N/A $0.15 $0.15 N/A N/A Both
71 U-Haul - Lodi (1J) Self Storage N/A $0.12 $0.15 N/A N/A Both
72 Fashion Outlet Center Retail $2,250 $0.15 $0.15 $0.86 $1.00 Both
73 Tivoli Apartments Multifamily N/A $275 $350 N/A N/A Both
74 Tetra - Chase Texas Bank Center Office $32,750 $0.16 $0.15 $0.27 $0.81 Both
75 1384-1450 Park Avenue (1K) Retail N/A N/A $0.30 N/A $0.25 Both
76 Rojacks Supermarket/CVS
Pharmacy (1K) Retail N/A N/A $0.24 N/A $0.20 Both
77 Trucchi's Supermarket (1K) Retail N/A N/A $0.17 N/A $0.14 Both
78 Campus Hills Shopping Center Retail $123,188 $0.15 $0.15 $0.30 $0.25 Tax
79 Carrollton Place Apartments Multifamily $1,188 $350 $350 N/A N/A Both
80 Welshwood Apartments Multifamily $39,375 $250 $232 N/A N/A Both
81 Summit Square Shopping Center Retail N/A $0.15 $0.15 N/A $0.80 Both
82 Park Ridge Apartments Multifamily $145,319 $225 $250 N/A N/A Both
83 294-306A Harvard Street Retail N/A $0.15 $0.15 $0.50 $0.58 Both
84 929 Pearl Street (1L) Mixed Use N/A N/A $0.15 N/A $1.01 Both
85 2005 Tenth Street (1L) Mixed Use N/A N/A $0.15 N/A $1.03 Both
86 Industrial Warehouse Industrial N/A $0.15 $0.10 $0.34 $0.16 Both
87 Mesa Dunes Mobile Home Park Manufactured Housing $3,213 N/A $49 N/A N/A Both
88 Pleasant Hill Executive Park Office $11,250 $0.20 $0.20 $1.37 $1.34 Tax
89 Best Western - Stratford Inn Hotel $75,250 5.0% 4.8% N/A N/A Both
90 Silverside-Carr Corporate
Center Office $5,335 $0.17 $0.17 $1.46 $1.54 Both
91 Country Corners Apartments Multifamily $221,410 N/A $261 N/A N/A Both
92 Bell Palm Plaza Retail $1,641 $0.17 $0.17 $1.12 $0.99 Both
93 Pleasant Run Apartments Multifamily $69,313 $249 $248 N/A N/A Both
94 Chalet Apartments &
Commercial Plaza Multifamily $114,563 $291 $291 N/A N/A Both
95 West Ashley Shoppes Shopping
Center Retail N/A $0.23 $0.26 N/A $0.50 Both
96 Hampton Inn - Anchorage Hotel N/A 4.0% 4.0% N/A N/A Tax
97 Pacific Isle Apartments Multifamily $70,625 $263 $263 N/A N/A Both
98 Sunset Crest Apartments Multifamily $59,000 $225 $225 N/A N/A Both
99 Skyline Apartments Multifamily $120,969 $225 $250 N/A N/A Both
100 Hampton Inn & Suites -
Annapolis Hotel N/A 4.0% 5.0% N/A N/A Tax
101 Carlisle Commerce Center Retail $5,594 $0.22 $0.22 $0.23 $0.34 Both
102 Glendale Medical Arts Center Office N/A N/A $0.15 N/A $1.25 Both
103 Batavia Wood Medical Center Office N/A $0.20 $0.15 $0.32 $1.73 Both
104 Village Green Plaza Shopping
Center Retail $1,875 $0.15 $0.15 $0.73 $0.92 Both
105 South Bank Riverwalk Retail Retail N/A N/A $0.18 N/A $0.91 Both
106 Pickwick Apartments Multifamily N/A $250 $250 N/A N/A Both
107 The Villas of Buena Vista
Apartments (1M) Multifamily $38,750 N/A $250 N/A N/A Both
108 The Parkview Apartments - TX
(1M) Multifamily N/A N/A $250 N/A N/A Both
109 Madras Apartments (1M) Multifamily N/A N/A $250 N/A N/A Both
110 Alexandria Apartments -
TX (1M) Multifamily N/A N/A $250 N/A N/A Both
111 Sandia Park (1M) Multifamily N/A N/A $250 N/A N/A Both
112 4300 Travis Apartments (1M) Multifamily N/A N/A $250 N/A N/A Both
113 Vista Quarters Condos (1M) Multifamily N/A N/A $250 N/A N/A Both
114 3131 Armstrong Condominiums
(1M) Multifamily N/A N/A $250 N/A N/A Both
115 The Essex (1M) Multifamily $3,500 N/A $250 N/A N/A Both
116 4431 Travis Street Apartments
(1M) Multifamily N/A N/A $250 N/A N/A Both
117 4432 Buena Vista Apartments
(1M) Multifamily N/A N/A $250 N/A N/A Both
118 The Annex Apartments (1M) Multifamily N/A N/A $250 N/A N/A Both
119 4319 Buena Vista Apartments
(1M) Multifamily $7,313 N/A $277 N/A N/A Both
120 The Chase Apartments (1M) Multifamily $626 N/A $250 N/A N/A Both
121 Avalon Apartments (1M) Multifamily N/A N/A $250 N/A N/A Both
122 Point Breeze Apartments Multifamily $18,780 $250 $250 N/A N/A Both
123 Hidden Oaks Apartments Multifamily $444,613 $250 $250 N/A N/A Both
124 El Monte Shopping Center Retail $27,500 $0.15 $0.15 $0.30 $0.35 Both
125 Casa Real Apartments Multifamily N/A N/A $288 N/A N/A Both
126 The Plaza Apartments Multifamily $7,500 $250 $200 N/A N/A Tax
127 Washington Square Shopping
Center Retail $75,250 $0.13 $0.15 $0.47 $0.44 Both
128 Beechnut Village Shopping
Center Retail $20,875 $0.15 $0.15 $0.40 $0.49 Both
129 Anaheim Mobile Estates Manufactured Housing N/A N/A $50 N/A N/A Both
130 Westridge Marketplace Retail $8,594 $0.15 $0.24 N/A $0.33 Tax
131 McGehee Park Apartments Multifamily $113,800 $250 $277 N/A N/A Both
132 Cypress Center Retail $3,038 $0.28 $0.28 $0.83 $0.83 Both
133 Best Western - Miramar Hotel N/A 5.0% 5.0% N/A N/A Both
134 Garden City Tower Multifamily $18,938 $295 $295 N/A N/A Both
135 Tradewinds Apartments Multifamily $6,000 $250 $250 N/A N/A Both
136 Highland Country Estates Manufactured Housing $6,075 N/A $50 N/A N/A Both
</TABLE>
<PAGE>
Engineering Reserves and Recurring Replacement Reserves
<TABLE>
<CAPTION>
Contractual U/W Contractual U/W
Engineering Recurring Recurring Recurring LC & TI Tax &
Reserve at Replacement Replacement LC & TI Per Insurance
# Property Name Property Type Origination Reserve Reserve Per Sq. Ft. Sq. Ft. Escrows
<S> <C> <C> <C> <C> <C> <C> <C> <C>
137 The Highlands Apartments Multifamily $375 $250 $250 N/A N/A Both
138 8800 Roswell Road Office Park Office $190,923 N/A $0.31 N/A $1.51 Both
139 Turf Mobile Manor Manufactured Housing $1,563 N/A $40 N/A N/A Both
140 Oakwood Village Apartments Multifamily $49,719 $204 $204 N/A N/A Both
141 La Salle Crossing Apartments Multifamily $99,469 $248 $250 N/A N/A Both
142 Wynnewood Greens Apartments Multifamily $11,856 $199 $199 N/A N/A Both
143 Comfort Inn - Augusta Hotel $7,875 4.0% 4.0% N/A N/A Both
144 220 Jackson Street Office $981 $0.19 $0.19 $0.45 $0.97 Both
145 Weis Plaza Retail N/A $0.17 $0.17 N/A $0.19 Both
146 75 Canton Office Park Office $75,360 N/A $0.31 N/A $0.89 Both
147 Capital Heights Shopping
Center (2) Retail $6,563 $0.15 $0.03 N/A $0.16 Both
148 Emerald Center Retail $175,000 $0.15 $0.15 $0.70 $0.68 Both
149 NationsBank Office Building Office $2,875 N/A $0.19 $1.00 $1.27 Both
150 Pecos Trail Office Compound,
Phase III Office $3,875 N/A $0.20 $0.50 $1.00 Both
151 HealthSouth Medical Plaza Office N/A $0.15 $0.15 $2.30 $1.36 Both
152 Hampton Inn - Louisville Hotel N/A 4.0% 5.0% N/A N/A Tax
153 Holiday Inn - Augusta Hotel $3,906 4.0% 4.0% N/A N/A Both
154 Nassau Bay Village Apartments Multifamily $167,090 $243 $250 N/A N/A Both
155 West Knoll Apartments Multifamily $30,706 $246 $250 N/A N/A Both
156 Best Western - San Mateo Los
Prados Inn Hotel $9,856 4.0% 4.0% N/A N/A Both
157 Parkway Shopping Center Retail N/A $0.29 $0.29 N/A $0.78 Both
158 1600 Congress Street/343
Forest Avenue Mixed Use $21,938 N/A $0.20 $1.41 $1.06 Both
159 Scenic View Apartments Multifamily $4,875 $248 $248 N/A N/A Tax
160 Mustang Crossing Apartments Multifamily $11,563 $250 $250 N/A N/A Both
161 Meadow Crossing Apartments Multifamily $40,750 $250 $250 N/A N/A Both
162 Owens Corning Manufacturing
Warehouse Industrial N/A N/A $0.05 N/A N/A Both
163 Daley Square Retail N/A N/A $0.15 N/A $0.78 Both
164 Old Florida Plaza Retail N/A $0.15 $0.15 $0.04 $0.47 Both
165 Arrowhead Creekside Center Office N/A $0.15 $0.15 $1.17 $1.24 Both
166 Holiday Inn - Clovis Hotel N/A 4.0% 4.0% N/A N/A Both
167 3005 Peachtree Road Mixed Use $14,438 $0.15 $0.15 $0.81 $0.66 Both
168 Hampton Inn - Columbus East Hotel $5,188 4.0% 4.0% N/A N/A Both
169 Newport Towers Multifamily $97,563 $227 $250 N/A N/A Both
170 Mont Michel Apartments Multifamily $22,500 $300 $300 N/A N/A Both
171 Soniat House Hotel Hotel $26,213 5.0% 5.0% N/A N/A Both
172 Fairview Market Retail N/A N/A $0.27 N/A $0.16 Both
173 Montclaire Apartments Multifamily $12,188 $200 $250 N/A N/A Both
174 Embassy Building Office $17,500 $0.38 $0.38 $1.00 $1.23 Both
175 Park Terrace Apartments Multifamily N/A $252 $252 N/A N/A Both
176 Westheimer Plaza Shopping
Center Retail $53,893 $0.23 $0.23 $0.97 $0.92 Both
177 129-133 West 29th Street Office $11,375 $0.15 $0.15 $0.51 $0.19 Both
178 Woodspear/Vista Flores
Apartments Multifamily $19,625 $225 N/A N/A N/A Both
179 Clarendon CVS Retail $1,063 $0.32 $0.32 $0.59 $0.50 Both
180 A Storage Place Phases I & II Self Storage $131,925 $0.15 $0.15 N/A N/A Both
181 135 Raritan Center Parkway Industrial $3,688 $0.15 $0.20 $0.74 $0.86 Both
182 The Treasury Center Retail $48,970 $0.17 $0.17 $0.51 $0.54 Both
183 Crescent View Apartments Multifamily N/A $269 $268 N/A N/A Both
184 Comfort Suites
Intercontinental
Plaza Hotel $3,813 4.0% 4.0% N/A N/A Both
185 Cottonwood Medical & Dental
Center Office $17,500 $0.35 $0.35 $1.01 $1.37 Both
186 Blue Bell Shopping Center Retail $3,438 $0.10 $0.15 $0.29 $0.15 Tax
187 Sun Plaza Retail $34,750 $0.15 $0.15 $0.94 $0.76 Both
188 Kirkland Business Center Industrial N/A N/A $0.18 N/A $0.68 Both
189 Colima Plaza Retail N/A $0.20 $0.19 $0.89 $0.93 Both
190 Kmart - Columbus Retail N/A N/A N/A N/A N/A None
191 Briarwood Mobile Home Park Manufactured Housing N/A N/A $50 N/A N/A Both
192 Ohio Valley Nursing Home Healthcare $22,813 $250 $250 N/A N/A Both
193 Forest Edge Apartments Multifamily $10,656 $225 $200 N/A N/A Both
194 Sonora Crossroads Retail $6,375 $0.20 $0.20 $1.15 $0.72 Both
195 Crystal Springs Apartments Multifamily N/A $250 $250 N/A N/A Both
196 Chateau Park Apartments Multifamily $61,688 $250 $250 N/A N/A Both
197 Scottsdale Air Park Industrial N/A N/A $0.15 $0.35 $0.44 Both
198 Preston Royal Office Park Office $13,750 $0.20 $0.20 $1.06 $1.01 Both
199 Regent Place Office
Building Office $75,000 $0.37 $0.37 $1.66 $1.55 Both
200 Dale Terrace Apartments Multifamily $124,644 $300 $300 N/A N/A Both
201 Woodside Apartments Multifamily $155,021 $243 $250 N/A N/A Both
202 Virginia Dare Office Building Office N/A N/A $0.20 $0.75 $1.00 Both
203 Rustic Ridge Apartments Multifamily $3,125 $343 $343 N/A N/A Both
204 Heritage Square Retail Center Retail $4,250 $0.20 $0.20 $0.40 $0.40 Both
</TABLE>
<PAGE>
Engineering Reserves and Recurring Replacement Reserves
<TABLE>
<CAPTION>
Contractual U/W Contractual U/W
Engineering Recurring Recurring Recurring LC & TI Tax &
Reserve at Replacement Replacement LC & TI Per Insurance
# Property Name Property Type Origination Reserve Reserve Per Sq. Ft. Sq. Ft. Escrows
<S> <C> <C> <C> <C> <C> <C> <C> <C>
205 Kessel Food Market -
Flushing (1N) Retail $54,938 N/A $0.15 N/A N/A Both
206 Kessel Food Market - Grand
Blanc (1N) Retail $33,937 N/A $0.16 N/A N/A Both
207 178-188 Middle Street Mixed Use $34,938 $0.16 $0.17 N/A $0.77 Both
208 350 Raritan Center Parkway Industrial $226,749 $0.14 $0.11 N/A $0.32 Both
209 El San Juan Mobile Home Park Manufactured Housing N/A N/A $46 N/A N/A Both
210 Meadowood Apartments Multifamily N/A $311 $311 N/A N/A Both
211 Country Club Corner Retail
Center Retail N/A $0.15 $0.15 $0.81 $0.64 Both
212 Vagabond Apartments Multifamily N/A $255 $250 N/A N/A Both
213 Esprit Office Building Office $84,134 $0.31 $0.30 $1.63 $1.33 Both
214 Mission Plaza Retail N/A N/A $0.20 N/A $0.99 Both
215 Broussard Village Shopping
Center (3) Retail N/A $0.10 $0.15 N/A $0.73 Both
216 Another Attic Self Storage Self Storage N/A $0.15 $0.15 N/A N/A Both
217 Raintree Apartments Multifamily $750 $353 $352 N/A N/A Both
218 Jeffco Plaza Industrial N/A $0.15 $0.15 $0.36 $0.27 Both
219 Ramada Inn - Chatsworth Hotel N/A 4.0% 4.0% N/A N/A Both
220 Preston Plaza Retail N/A $0.15 $0.15 $0.61 $0.75 Both
221 U.S. Storage Centers Self Storage $1,294 N/A $0.15 N/A N/A Both
222 Comfort Inn - San Jose Hotel $3,375 4.0% 4.0% N/A N/A Both
223 A-1 Mini Storage Self Storage N/A $0.16 $0.21 N/A N/A Both
224 Sandpiper Apartments Multifamily N/A $250 $250 N/A N/A Both
225 Plantation Xtra Storage Self Storage $1,562 $0.29 $0.29 N/A N/A Both
226 Perimeter Plaza Shopping
Center Retail N/A N/A $0.15 N/A $0.18 Both
227 Red Oak Apartments (1O) Multifamily $1,438 $250 $300 N/A N/A Both
228 Diplomat Apartments (1O) Multifamily $450 $250 $300 N/A N/A Both
229 Waterston Apartments (1O) Multifamily $1,125 $250 $300 N/A N/A Both
230 Montage Apartments (1O) Multifamily $525 $250 $300 N/A N/A Both
231 Melroy Apartments (1O) Multifamily $450 $250 $300 N/A N/A Both
232 Envoy Apartments (1O) Multifamily $688 $250 $300 N/A N/A Both
233 Sixth & Gass Office Building Office N/A $0.22 $0.22 $1.06 $1.02 Both
234 Rancho Los Amigos Manufactured Housing $3,438 $49 $49 N/A N/A Both
235 Savemart Shopping Center Retail $8,563 $0.33 $0.33 $1.01 $1.01 Both
236 Glenwood Apartments Multifamily $3,621 $250 $250 N/A N/A Both
237 Georgian Court/Woodside
Apartments Multifamily N/A $250 $250 N/A N/A Both
238 Everhart Place Apartments Multifamily $10,456 $374 $374 N/A N/A Both
239 West 34th Self Storage Self Storage N/A $0.15 $0.15 N/A N/A Both
240 Regency Apartments Multifamily $1,563 $250 $250 N/A N/A Both
241 Corona Industrial Center Industrial N/A $0.15 $0.10 N/A $0.29 Both
242 North American/Lazy "R"
Manufactured
Housing Communities Manufactured Housing N/A N/A $47 N/A N/A Both
243 Harmony Mobile Home Park Manufactured Housing N/A N/A $50 N/A N/A Both
244 Dunshire Gardens
Apartments (1P) Multifamily $3,950 $250 $250 N/A N/A Both
245 Alpine Gardens Apartments
(1P) Multifamily $11,188 $250 $250 N/A N/A Both
246 Delvale Apartments (1P) Multifamily $2,900 $256 $250 N/A N/A Both
247 The Northwest Medical Plaza
Shopping Center Retail N/A N/A $0.23 $0.15 $0.52 Both
248 Kingsley Business Center Industrial $10,304 $0.15 $0.29 $0.28 $0.51 Both
249 OfficeMax Retail N/A N/A $0.15 N/A N/A Both
250 Rutherford Place Mixed Use $4,563 N/A $0.15 $0.59 $0.74 Both
251 The Woods II Office Buildings Office $112,713 $0.24 $0.23 $1.27 $1.31 Both
252 Greenville Avenue B & G Retail $12,500 $0.32 $0.32 N/A $0.40 Both
253 Boulder Ridge Apartments Multifamily $24,300 $234 $234 N/A N/A Both
254 Spring Gardens Apartments Multifamily N/A $250 $250 N/A N/A Both
255 The Admiral Apartments & The
Drake Apartments Multifamily $62,607 $250 $250 N/A N/A Both
256 Heritage Apartments Multifamily N/A $250 $250 N/A N/A Both
257 Montgomery Village Executive
Plaza Phase I Office N/A N/A $0.20 N/A $1.00 Both
258 Orchard Lake Mini-Storage Self Storage N/A N/A $0.21 N/A $0.14 Both
259 Parker Road Retail Retail $11,938 N/A $0.15 $0.30 $1.00 Both
260 Smith Shopping Center Retail $5,063 N/A $0.15 N/A $1.04 Both
261 Rivermont Park Industrial $36,800 N/A $0.21 N/A $0.44 Both
262 SecurCare of Colorado Springs Self Storage $20,000 $0.23 $0.23 N/A N/A Both
263 Free Street Office Building Office $3,548 $0.25 $0.25 $0.95 $1.23 Both
264 Maple Valley Plaza Retail N/A $0.15 $0.16 N/A $1.02 Both
265 Crestview Apartments Multifamily $36,750 $250 $298 N/A N/A Both
266 Cedar Lakes Apartments Multifamily $16,163 $250 $250 N/A N/A Both
267 Rose Garden Apartments Multifamily N/A $250 $250 N/A N/A Both
268 Kmart - Charleston Retail N/A N/A N/A N/A N/A None
269 Edelweiss Apartments Multifamily $39,313 $250 $258 N/A N/A Both
270 The Wachler Building Mixed Use $750 N/A $0.20 N/A $1.66 Both
271 CTC II Building Industrial N/A $0.15 $0.10 $0.43 $0.61 Both
272 Autumn Ridge Apartments Multifamily $62,438 $444 $444 N/A N/A Both
</TABLE>
<PAGE>
Engineering Reserves and Recurring Replacement Reserves
<TABLE>
<CAPTION>
Contractual U/W Contractual U/W
Engineering Recurring Recurring Recurring LC & TI Tax &
Reserve at Replacement Replacement LC & TI Per Insurance
# Property Name Property Type Origination Reserve Reserve Per Sq. Ft. Sq. Ft. Escrows
<S> <C> <C> <C> <C> <C> <C> <C> <C>
273 Diversey & Sheffield Plaza Retail $6,640 N/A $0.39 $0.50 $1.03 Both
274 The Pinger Building Mixed Use $1,250 N/A $0.15 N/A $1.00 Both
275 Elden Professional Building Office $2,125 $0.17 $0.15 $0.50 $1.00 Both
276 Orangetree Apartments Multifamily N/A $250 $250 N/A N/A Both
277 Silver Cliff Apartments Multifamily $87,000 $247 $247 N/A N/A Both
278 Granada Plaza Retail $1,250 N/A $0.33 $0.50 $0.80 Both
279 Summitwood Village Apartments Multifamily $28,125 $250 $250 N/A N/A Both
280 2221 Lee Road Office Building Office N/A $0.20 $0.20 N/A $1.00 Both
281 All American Mini Storage Self Storage N/A $0.15 $0.20 N/A N/A Both
282 201 Commonwealth Court Office N/A N/A $0.15 $1.00 $1.00 Both
283 Olde Oaks Apartments Multifamily N/A $250 $250 N/A N/A Both
284 Bouganvillas Apartments Multifamily N/A $274 $275 N/A N/A Both
285 Martin Mobile Home Park Manufactured Housing N/A $50 $50 N/A N/A Both
286 Ellendale Place Apartments Multifamily N/A $250 $300 N/A N/A Both
287 Kessel Food Market - Saginaw Retail $33,813 N/A $0.15 N/A N/A Both
288 Talbot Center Retail N/A $0.15 $0.15 $1.00 $1.00 Both
289 Circle K Mobile Home Park Manufactured Housing $6,250 N/A $50 N/A N/A Both
290 Strawberry Hill Apartments Multifamily $26,875 $250 $250 N/A N/A Both
291 McGeordan Apartments Multifamily $14,875 $250 $250 N/A N/A Both
292 Camel Toe Plaza Shopping
Center Retail $2,344 N/A $0.24 $0.75 $0.75 Both
293 Washington Park Offices Office N/A $0.28 $0.28 N/A $1.03 Both
294 Denway Circle Apartments Multifamily $47,360 $250 $250 N/A N/A Both
295 Oxford Village Apartments Multifamily $42,438 $250 $250 N/A N/A Both
296 Space Saver #8 Self-Storage
Facility Self Storage $6,563 $0.15 $0.30 N/A N/A Both
297 Food City Retail Center Retail N/A N/A $0.15 $0.75 $0.81 Both
298 Meadowood I Apartments Multifamily $4,000 $250 $250 N/A N/A Both
299 Windy Hill Apartments Multifamily $2,500 $250 $250 N/A N/A Both
300 Northgate Plaza Retail $4,200 $0.28 $0.28 N/A $0.75 Both
301 Lone Mountain Mobile
Home Park Manufactured Housing N/A N/A $50 N/A N/A Both
302 Ogden Apartments Multifamily $6,875 $250 $250 N/A N/A Both
303 Oak Lawn Square Retail N/A N/A $0.15 $0.50 $0.63 Both
304 Flat Iron Building Office $204,169 $0.31 $0.20 N/A $0.81 Both
305 Baymar Apartments Multifamily $7,188 $250 $250 N/A N/A Both
306 Texas City Medical Office
Building (1Q) Office $431 $0.20 $0.20 N/A $1.00 Both
307 Hollyvale Apartments (1Q) Multifamily N/A $250 $250 N/A N/A Both
308 Grandin Village Apartments Multifamily $3,750 $250 $250 N/A N/A Both
309 Riverview Estates Mobile
Home Park Manufactured Housing N/A $50 $50 N/A N/A Both
310 Tree Top Apartments Multifamily $688 $243 $243 N/A N/A Both
311 871 Islington Street Office $3,438 $0.20 $0.32 N/A $1.00 Both
312 Westwood Apartments Multifamily $2,813 $250 $250 N/A N/A Both
313 Territorial Village (1R) Retail $938 N/A $0.19 N/A $0.92 Both
314 Telshor Tower Plaza (1R) Mixed Use $813 N/A $0.22 N/A $0.92 Both
315 Congress Building Office N/A $0.20 $0.20 N/A $0.64 Both
316 Continental House Apartments Multifamily $12,150 $287 $287 N/A N/A Both
317 Affordable Self Storage Self Storage N/A $0.15 $0.26 N/A N/A Both
318 Iroquois Apartments Multifamily N/A $250 $250 N/A N/A Both
319 Bay Palm Apartments Multifamily $1,125 $250 $250 N/A N/A Both
320 969 & 971 Amsterdam Avenue Multifamily $50,000 $250 $269 N/A $0.14 Both
321 59-15 55th Street Industrial N/A $0.19 $0.19 N/A $0.70 Both
322 Chesterfield/Eula Apartments Multifamily N/A $250 $250 N/A N/A Both
323 Carillon Retail Center Retail $1,500 $0.18 $0.18 $1.00 $0.80 Both
324 Pine Street Apartments &
Blossom Street Apartments Multifamily $12,000 N/A $250 N/A N/A Both
325 Penn State Office Building Office $4,688 $0.21 $0.21 N/A $1.03 Both
326 Autumn Run Apartments Multifamily $2,438 $250 $250 N/A N/A Both
327 Pullman Park Apartments Multifamily N/A $250 $250 N/A N/A Both
328 Spanish Oaks Apartments Multifamily $2,188 $305 $323 N/A N/A Both
329 Ballenger Manor Apartments Multifamily $4,375 $185 $250 N/A N/A Both
330 Allen Avenue Apartments Multifamily N/A $250 $250 N/A N/A Both
331 Skyline Mall Retail N/A $0.23 $0.23 N/A $1.00 Both
332 James Road Medical Center Office $1,250 $0.31 $0.26 $1.00 $1.00 Both
333 Rebecca Apartments Multifamily N/A $306 $312 N/A N/A Both
334 The Homestead Apartments Multifamily $400 $257 $256 N/A N/A Both
335 Corona Avenue Apartments Multifamily N/A $250 $250 N/A N/A Both
336 Sandstone Apartments Multifamily $4,500 $250 $250 N/A N/A Both
337 Lynn Villa Apartments Multifamily $3,221 $250 $250 N/A N/A Both
338 Savannah Apartments Multifamily $500 $259 $259 N/A N/A Both
339 Vienna Terrace Apartments Multifamily $57,750 $275 $275 N/A N/A Both
340 Alexandria Apartments - CO Multifamily N/A $259 $259 N/A N/A Both
</TABLE>
<PAGE>
Engineering Reserves and Recurring Replacement Reserves
<TABLE>
<CAPTION>
Contractual U/W Contractual U/W
Engineering Recurring Recurring Recurring LC & TI Tax &
Reserve at Replacement Replacement LC & TI Per Insurance
# Property Name Property Type Origination Reserve Reserve Per Sq. Ft. Sq. Ft. Escrows
<S> <C> <C> <C> <C> <C> <C> <C> <C>
341 Boynton Vista Apartments Multifamily $3,500 $309 $309 N/A N/A Both
342 Navarro Crossing Apartments Multifamily $12,350 $280 $280 N/A N/A Both
343 Kordis Apartments Multifamily $24,063 $368 $368 N/A N/A Both
</TABLE>
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview
Apartments - FL, Heron's Cove Apartments and Horizons North Apartments,
respectively.
(1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge
Apartments, and Woodscape Apartments, respectively.
(1C) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building
& The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building,
Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct
Warehouse, and Stone Fort Land - Tennessee American Water Company Office
Building, respectively, are cross-collateralized and cross-defaulted.
(1D) The Mortgage Loans secured by Cherry Creek Retirement Village and Remington
Heights Retirement Community, respectively, are cross-collateralized and
cross-defaulted.
(1E) A Single Mortgage Note secured by Two University Plaza, 800-900 Lanidex
Plaza and 140 Littleton Road, respectively.
(1F) A Single Mortgage Note secured by River Haven Mobile Home Park and
Knollwood Estates Mobile Home Park, respectively.
(1G) A Single Mortgage Note secured by U-Haul - Rusfield, U-Haul - San Clemente,
U-Haul - East Colonial and U-Haul - MacArthur Park, respectively.
(1H) A Single Mortgage Note secured by U-Haul - Dublin, U-Haul - Northridge,
U-Haul - Orange Park and U-Haul - Tulsa, respectively.
(1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa
Shopping Center and Crystal Gardens Shopping Center, respectively, are
cross-collateralized and cross-defaulted.
(1J) A Single Mortgage Note secured by U-Haul - Margate, U-Haul - Copperfield,
U-Haul - Hampton, U-Haul - Lodi, respectively.
(1K) A Single Mortgage Note secured by 1384-1450 Park Avenue, Rojacks
Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively.
(1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street,
respectively, are cross-collateralized and cross-defaulted.
(1M) A Single Mortgage Note secured by The Villas of Buena Vista Apartments, The
Parkview Apartments - TX, Madras Apartments, Alexandria Apartments - TX,
Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131 Armstrong
Condominiums, The Essex, 4431 Travis Street Apartments, 4432 Buena Vista
Apartments, The Annex Apartments, 4319 Buena Vista Apartments, The Chase
Apartments and Avalon Apartments, respectively.
(1N) A Single Mortgage Note secured by Kessel Food Market- Flushing and Kessel
Food Market-Grand Blanc, respectively.
(1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments,
Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy
Apartments, respectively, are cross-collateralized and cross-defaulted.
(1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens
Apartments and Delvale Apartments, respectively, are cross-collateralized
and cross-defaulted.
(1Q) The Mortgage Loans secured by Texas City Medical Office Building and
Hollyvale Apartments, respectively, are cross-collateralized and
cross-defaulted.
(1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza,
respectively, are cross-collateralized and cross-defaulted.
(2) The Mortgage Loan secured by Capital Heights Shopping Center has an
interest only period of 24 months from origination and thereafter is
scheduled to amortize over 360 months with the payment presented reflecting
the amount due during the amortization term.
<PAGE>
Major Tenants of the Commercial Properties
<TABLE>
<CAPTION>
# Property Name Property Type Sq. Ft.
<S> <C> <C> <C>
1 Oakwood Plaza Retail 885,713
6 Herald Center Retail 249,504
10 STONE FORT LAND - THE TALLAN OFFICE BUILDING & Mixed Use 148,971
THE TALLAN PARKING GARAGE (1C)
11 STONE FORT LAND - THE KRYSTAL OFFICE Office 135,625
BUILDING (1C)
12 STONE FORT LAND - RIVERSIDE CENTER (1C) Office 135,000
13 STONE FORT LAND - HARRISON DIRECT Industrial 184,700
WAREHOUSE (1C)
14 STONE FORT LAND - TENNESSEE AMERICAN WATER Office 15,488
COMPANY OFFICE BUILDING (1C)
15 Center At The Plant Retail 217,725
19 Charles River Center Retail 118,237
20 Fox Run Shopping Center Retail 242,223
21 TWO UNIVERSITY PLAZA (1E) Office 149,504
22 800-900 LANIDEX PLAZA (1E) Office 111,172
23 140 LITTLETON ROAD (1E) Office 30,213
24 Embarcadero Corporate Center Office 99,015
25 Best Buy Plaza Shopping Center Retail 177,462
28 The Court at Deptford II Retail 145,080
30 Crossroads at Buckland Hills Retail 120,133
31 Deerbrook Crossing Shopping Center Retail 240,220
33 Lake Mead Pavilion Shopping Center Retail 115,823
34 Ontario Plaza Retail 149,775
36 Penney's Plaza Retail 163,467
38 Bell Run Plaza Retail 111,581
43 Tower Plaza Retail Center Retail 101,793
45 The Mosby Building & Apartments Mixed Use 204,005
46 211 South Gulph Road Office 102,250
53 Diamond Bar Towne Center Retail 100,342
58 Cherry Knolls Shopping Center Retail 137,496
59 333 Sam Houston Office Building Office 235,645
61 Delta Fair Shopping Center Retail 156,280
62 WILLOW SPRINGS SHOPPING CENTER (1I) Mixed Use 55,395
63 VILLA SHOPPING CENTER (1I) Retail 28,882
64 CRYSTAL GARDENS SHOPPING CENTER (1I) Mixed Use 43,061
66 BJ's Plaza Shopping Center Retail 135,011
72 Fashion Outlet Center Retail 124,483
74 Tetra - Chase Texas Bank Center Office 112,226
75 1384-1450 PARK AVENUE (1K) Retail 63,123
76 ROJACKS SUPERMARKET/CVS PHARMACY (1K) Retail 42,860
77 TRUCCHI'S SUPERMARKET (1K) Retail 45,675
78 Campus Hills Shopping Center Retail 170,251
81 Summit Square Shopping Center Retail 58,285
83 294-306A Harvard Street Retail 25,779
84 929 PEARL STREET (1L) Mixed Use 20,914
85 2005 TENTH STREET (1L) Mixed Use 22,774
86 Industrial Warehouse Industrial 308,640
88 Pleasant Hill Executive Park Office 100,415
90 Silverside-Carr Corporate Center Office 69,288
92 Bell Palm Plaza Retail 80,848
95 West Ashley Shoppes Shopping Center Retail 139,006
101 Carlisle Commerce Center Retail 123,020
102 Glendale Medical Arts Center Office 35,944
103 Batavia Wood Medical Center Office 61,778
104 Village Green Plaza Shopping Center Retail 55,850
105 South Bank Riverwalk Retail Retail 46,704
124 El Monte Shopping Center Retail 99,953
127 Washington Square Shopping Center Retail 190,397
128 Beechnut Village Shopping Center Retail 62,795
130 Westridge Marketplace Retail 128,406
132 Cypress Center Retail 46,263
138 8800 Roswell Road Office Park Office 73,929
144 220 Jackson Street Office 21,385
145 Weis Plaza Retail 118,383
146 75 Canton Office Park Office 96,494
147 CAPITAL HEIGHTS SHOPPING CENTER (2) Retail 52,700
148 Emerald Center Retail 74,500
149 NationsBank Office Building Office 47,585
150 Pecos Trail Office Compound, Phase III Office 31,981
151 HealthSouth Medical Plaza Office 33,915
157 Parkway Shopping Center Retail 76,017
158 1600 Congress Street/343 Forest Avenue Mixed Use 53,262
162 Owens Corning Manufacturing Warehouse Industrial 215,000
163 Daley Square Retail 30,192
164 Old Florida Plaza Retail 100,917
165 Arrowhead Creekside Center Office 24,394
167 3005 Peachtree Road Mixed Use 23,094
172 Fairview Market Retail 53,888
174 Embassy Building Office 40,631
176 Westheimer Plaza Shopping Center Retail 24,000
177 129-133 West 29th Street Office 90,000
179 Clarendon CVS Retail 16,570
181 135 Raritan Center Parkway Industrial 67,914
182 The Treasury Center Retail 33,043
185 Cottonwood Medical & Dental Center Office 26,938
186 Blue Bell Shopping Center Retail 42,200
187 Sun Plaza Retail 53,544
188 Kirkland Business Center Industrial 108,272
189 Colima Plaza Retail 38,884
<CAPTION>
Major Tenant # 1 Major Tenant # 1 Major Tenant # 1
# Property Name Name Sq. Ft. Lease Expiration Date
<S> <C> <C> <C> <C>
1 Oakwood Plaza Home Depot USA, Inc. 157,077 10/1/19
6 Herald Center Daffy's Inc. 97,124 3/1/17
10 STONE FORT LAND - THE TALLAN OFFICE BUILDING & Joseph Decosimo & Co. 26,940 6/30/01
THE TALLAN PARKING GARAGE (1C)
11 STONE FORT LAND - THE KRYSTAL OFFICE The Krystal Company 35,739 3/31/09
BUILDING (1C)
12 STONE FORT LAND - RIVERSIDE CENTER (1C) Erlanger 82,592 3/31/06
13 STONE FORT LAND - HARRISON DIRECT Harrison Direct, Inc. 177,500 6/30/04
WAREHOUSE (1C)
14 STONE FORT LAND - TENNESSEE AMERICAN WATER Tennessee-American Water Co. 15,488 5/31/13
COMPANY OFFICE BUILDING (1C)
15 Center At The Plant Mann Theater 72,200 12/1/19
19 Charles River Center Linens 'N Things 37,500 1/1/14
20 Fox Run Shopping Center ACME Supermarket 57,733 11/30/09
21 TWO UNIVERSITY PLAZA (1E) Shared Technologies 20,343 4/1/07
22 800-900 LANIDEX PLAZA (1E) Western Industries, Inc. 20,725 2/28/07
23 140 LITTLETON ROAD (1E) Matlen Silver Group, Inc. 5,298 2/10/00
24 Embarcadero Corporate Center Gemfire 13,800 12/13/00
25 Best Buy Plaza Shopping Center Best Buy 45,995 1/1/14
28 The Court at Deptford II Sears Homelife 38,657 1/1/13
30 Crossroads at Buckland Hills Seaman's Furniture 30,000 11/30/13
31 Deerbrook Crossing Shopping Center (3) Michael's Stores 39,564 2/28/06
33 Lake Mead Pavilion Shopping Center Michael's Stores 23,322 11/15/08
34 Ontario Plaza Albertson's Supermarket 50,499 2/11/23
36 Penney's Plaza JC Penney 67,104 2/28/12
38 Bell Run Plaza Superfresh 54,058 8/1/23
43 Tower Plaza Retail Center CompUSA 28,709 11/30/13
45 The Mosby Building & Apartments N/A N/A N/A
46 211 South Gulph Road First Data 80,000 9/30/08
53 Diamond Bar Towne Center Ralphs 40,755 6/1/06
58 Cherry Knolls Shopping Center Safeway 31,000 12/31/00
59 333 Sam Houston Office Building North Sam Houston Health Club 30,000 9/30/03
61 Delta Fair Shopping Center Food-4-Less 49,950 5/31/06
62 WILLOW SPRINGS SHOPPING CENTER (1I) Laudisios 5,937 3/1/04
63 VILLA SHOPPING CENTER (1I) Cafe Gondolier 6,636 9/30/00
64 CRYSTAL GARDENS SHOPPING CENTER (1I) The Buccaneer's Den 7,000 1/1/04
66 BJ's Plaza Shopping Center BJ's Wholesale Club 103,480 7/31/10
72 Fashion Outlet Center Dress Barn 12,547 3/31/01
74 Tetra - Chase Texas Bank Center Tetra Technologies 53,588 3/14/09
75 1384-1450 PARK AVENUE (1K) Almac's Inc. 63,123 2/6/10
76 ROJACKS SUPERMARKET/CVS PHARMACY (1K) Almac's Inc. 42,860 2/6/10
77 TRUCCHI'S SUPERMARKET (1K) Trucchi's Supermarkets 45,675 4/6/10
78 Campus Hills Shopping Center Ames Department Store 70,000 2/28/03
81 Summit Square Shopping Center Party City 10,285 5/1/08
83 294-306A Harvard Street CWT, Inc. 14,435 1/31/01
84 929 PEARL STREET (1L) Times Mirror Magazine 7,212 5/1/02
85 2005 TENTH STREET (1L) Plenty, LLC 3,087 7/31/02
86 Industrial Warehouse George P. Johnson 156,827 10/31/03
88 Pleasant Hill Executive Park Kaiser Foundation 20,384 9/30/00
90 Silverside-Carr Corporate Center Bell Atlantic Yellow Pages 35,929 2/28/01
92 Bell Palm Plaza Hometown Buffet #167 12,500 12/28/11
95 West Ashley Shoppes Shopping Center Phar-Mor 57,100 8/31/02
101 Carlisle Commerce Center TJ Maxx 79,010 6/30/08
102 Glendale Medical Arts Center N/A N/A N/A
103 Batavia Wood Medical Center N/A N/A N/A
104 Village Green Plaza Shopping Center Hollywood Video 7,500 11/12/07
105 South Bank Riverwalk Retail Hard Rock Cafe 16,025 1/31/10
124 El Monte Shopping Center Fry's Foods 54,952 9/18/07
127 Washington Square Shopping Center Steinmart 43,840 1/31/04
128 Beechnut Village Shopping Center Sears Paint & Hardware 21,000 12/12/05
130 Westridge Marketplace Kyrus 53,837 3/31/02
132 Cypress Center Clothestime 8,449 12/31/00
138 8800 Roswell Road Office Park Hemophilia of Georgia, Inc. 11,972 8/31/03
144 220 Jackson Street Kokkari 8,276 5/31/08
145 Weis Plaza Weis Markets Inc. 56,614 6/1/16
146 75 Canton Office Park N/A N/A N/A
147 CAPITAL HEIGHTS SHOPPING CENTER (2) Winn Dixie 44,000 7/31/05
148 Emerald Center Vons (Pic N Save) & Michael's 40,000 4/29/01
149 NationsBank Office Building Fred R. Harris 12,478 10/1/01
150 Pecos Trail Office Compound, Phase III Simmons Cuddy & Friedman 18,180 6/01/01
151 HealthSouth Medical Plaza Healthsouth Corporation 17,085 1/31/09
157 Parkway Shopping Center City Market 45,378 12/1/04
158 1600 Congress Street/343 Forest Avenue Community Counseling Center 19,538 8/1/08
162 Owens Corning Manufacturing Warehouse Kyntex, LLC 215,000 12/31/09
163 Daley Square Sizzler Restaurant #1891 6,464 1/31/08
164 Old Florida Plaza Gold's Gym 28,000 1/31/16
165 Arrowhead Creekside Center Arizona Network Development, Inc. 8,710 1/14/08
167 3005 Peachtree Road Guardian Savings 6,150 9/1/02
172 Fairview Market Publix 37,888 12/31/18
174 Embassy Building The National Center for 5,529 2/28/07
Neighborhood Enterprises
176 Westheimer Plaza Shopping Center Massin's Office Supply 4,200 2/28/02
177 129-133 West 29th Street Omega Casting 12,000 4/1/01
179 Clarendon CVS CVS 10,470 10/30/10
181 135 Raritan Center Parkway K. Hovnanian Company 38,651 7/1/03
182 The Treasury Center Flat Iron Sports 7,003 9/30/03
185 Cottonwood Medical & Dental Center Columbia Health Care 7,668 2/28/04
186 Blue Bell Shopping Center Shop'N Bag 20,760 5/31/00
187 Sun Plaza Jet Gymnastics 11,937 8/31/00
188 Kirkland Business Center Technical Molded Plastic 23,372 3/31/01
189 Colima Plaza Sea Bay Restaurant 4,600 4/30/02
<CAPTION>
Major Tenant # 2 Major Tenant # 2 Major Tenant # 2
# Property Name Name Sq. Ft. Lease Expiration Date
<S> <C> <C> <C> <C>
1 Oakwood Plaza Kmart 114,764 11/30/19
6 Herald Center Toys "R" Us 89,580 1/1/12
10 STONE FORT LAND - THE TALLAN OFFICE BUILDING & Stophel & Stophel 21,563 1/31/00
THE TALLAN PARKING GARAGE (1C)
11 STONE FORT LAND - THE KRYSTAL OFFICE J.C. Bradford & Co. 13,562 4/30/09
BUILDING (1C)
12 STONE FORT LAND - RIVERSIDE CENTER (1C) Allied Clinical Labs 32,000 2/29/12
13 STONE FORT LAND - HARRISON DIRECT N/A N/A N/A
WAREHOUSE (1C)
14 STONE FORT LAND - TENNESSEE AMERICAN WATER N/A N/A N/A
COMPANY OFFICE BUILDING (1C)
15 Center At The Plant Ross Stores 30,187 1/1/10
19 Charles River Center Nature's Heartland 34,850 8/1/13
20 Fox Run Shopping Center N/A N/A N/A
21 TWO UNIVERSITY PLAZA (1E) N/A N/A N/A
22 800-900 LANIDEX PLAZA (1E) Tarkett, Inc. 20,679 8/31/02
23 140 LITTLETON ROAD (1E) Gilberg & Kiernan 3,089 11/30/02
24 Embarcadero Corporate Center N/A N/A N/A
25 Best Buy Plaza Shopping Center Wickes Furniture 42,794 6/1/11
28 The Court at Deptford II Bed Bath & Beyond 38,635 1/1/14
30 Crossroads at Buckland Hills Office Depot 20,000 9/30/11
31 Deerbrook Crossing Shopping Center (3) Office Depot 28,547 4/30/00
33 Lake Mead Pavilion Shopping Center Pep Boys 18,697 8/15/18
34 Ontario Plaza Rite Aid/Thrifty 17,254 4/30/18
36 Penney's Plaza OfficeMax 23,584 8/31/05
38 Bell Run Plaza N/A N/A N/A
43 Tower Plaza Retail Center Cost Plus, Inc. 18,240 1/31/09
45 The Mosby Building & Apartments N/A N/A N/A
46 211 South Gulph Road Comcast Telecommunications 14,250 9/30/03
53 Diamond Bar Towne Center N/A N/A N/A
58 Cherry Knolls Shopping Center Rite Aid 20,819 9/29/00
59 333 Sam Houston Office Building N/A N/A N/A
61 Delta Fair Shopping Center Payless 30,080 11/30/11
62 WILLOW SPRINGS SHOPPING CENTER (1I) N/A N/A N/A
63 VILLA SHOPPING CENTER (1I) Animal Crackers 5,263 7/31/01
64 CRYSTAL GARDENS SHOPPING CENTER (1I) Young's Cafe 4,500 6/1/03
66 BJ's Plaza Shopping Center N/A N/A N/A
72 Fashion Outlet Center N/A N/A N/A
74 Tetra - Chase Texas Bank Center Texas Commerce Bank/Chase Bank 13,043 3/31/02
75 1384-1450 PARK AVENUE (1K) N/A N/A N/A
76 ROJACKS SUPERMARKET/CVS PHARMACY (1K) N/A N/A N/A
77 TRUCCHI'S SUPERMARKET (1K) N/A N/A N/A
78 Campus Hills Shopping Center Food Lion 40,000 5/11/19
81 Summit Square Shopping Center The Lighting Gallery 10,224 6/1/08
83 294-306A Harvard Street CVS 6,100 1/31/01
84 929 PEARL STREET (1L) Porzak Browning & Johns 6,702 12/1/01
85 2005 TENTH STREET (1L) Carter Chase 2,655 9/30/00
86 Industrial Warehouse Cendant Software Corporation 151,813 6/30/00
88 Pleasant Hill Executive Park State Farm 13,159 10/15/03
90 Silverside-Carr Corporate Center GSA IRS 33,359 1/12/02
92 Bell Palm Plaza Peter Piper Pizza 12,000 7/31/02
95 West Ashley Shoppes Shopping Center Waccamaw 36,416 9/30/08
101 Carlisle Commerce Center N/A N/A N/A
102 Glendale Medical Arts Center N/A N/A N/A
103 Batavia Wood Medical Center N/A N/A N/A
104 Village Green Plaza Shopping Center N/A N/A N/A
105 South Bank Riverwalk Retail Paesano's 8,017 1/31/05
124 El Monte Shopping Center Hancock Fabrics 11,700 5/31/11
127 Washington Square Shopping Center Books-A-Million 31,785 1/31/04
128 Beechnut Village Shopping Center Hollywood Entertainment 8,835 7/31/05
130 Westridge Marketplace Food Lion 32,147 12/30/16
132 Cypress Center N/A N/A N/A
138 8800 Roswell Road Office Park American Direct Credit 11,972 11/30/00
144 220 Jackson Street ICA 5,858 12/31/07
145 Weis Plaza C T Farm & Country 17,619 6/30/03
146 75 Canton Office Park N/A N/A N/A
147 CAPITAL HEIGHTS SHOPPING CENTER (2) N/A N/A N/A
148 Emerald Center T-Shirt Mart 9,000 MTM
149 NationsBank Office Building Ryder Truck 11,638 12/1/99
150 Pecos Trail Office Compound, Phase III N/A N/A N/A
151 HealthSouth Medical Plaza Healthsouth Deaconess 16,830 10/31/07
157 Parkway Shopping Center N/A N/A N/A
158 1600 Congress Street/343 Forest Avenue Occupational Health & 15,239 3/1/00
Rehabilitation, Inc.
162 Owens Corning Manufacturing Warehouse N/A N/A N/A
163 Daley Square Kinko's of La Jolla, Inc. 5,400 10/31/05
164 Old Florida Plaza Living Word 11,960 7/12/03
165 Arrowhead Creekside Center Zandra S. Nocera, M.D. 5,293 2/7/08
167 3005 Peachtree Road Cartel Realty 3,929 10/1/04
172 Fairview Market N/A N/A N/A
174 Embassy Building National Policy Association 5,482 11/30/03
176 Westheimer Plaza Shopping Center Bell Cleaners, Inc. 3,000 1/30/05
177 129-133 West 29th Street A. Schneller & Sons 11,250 3/1/99
179 Clarendon CVS TCS Realty Associates 2,200 12/14/07
181 135 Raritan Center Parkway Pinnacle Federal Credit 11,960 12/1/01
182 The Treasury Center Richard & Andrew Eflin 5,170 9/30/03
185 Cottonwood Medical & Dental Center Smith DDS 5,878 1/25/11
186 Blue Bell Shopping Center U.S. Post Office 10,400 7/11/12
187 Sun Plaza Jeffco Montessori School 10,200 8/15/01
188 Kirkland Business Center B.F.I. 16,000 9/30/02
189 Colima Plaza N/A N/A N/A
<CAPTION>
Major Tenant # 3 Major Tenant # 3 Major Tenant # 3
# Property Name Name Sq. Ft. Lease Expiration Date
<S> <C> <C> <C> <C>
1 Oakwood Plaza BJ's Wholesale Club 107,653 10/31/19
6 Herald Center Department of Motor Vehicles 30,000 3/1/09
10 STONE FORT LAND - THE TALLAN OFFICE BUILDING & Chambliss, Bahner & Stophel 16,878 1/31/00
THE TALLAN PARKING GARAGE (1C)
11 STONE FORT LAND - THE KRYSTAL OFFICE N/A N/A N/A
BUILDING (1C)
12 STONE FORT LAND - RIVERSIDE CENTER (1C) N/A N/A N/A
13 STONE FORT LAND - HARRISON DIRECT N/A N/A N/A
WAREHOUSE (1C)
14 STONE FORT LAND - TENNESSEE AMERICAN WATER N/A N/A N/A
COMPANY OFFICE BUILDING (1C)
15 Center At The Plant OfficeMax 23,500 10/1/13
19 Charles River Center Old Navy Clothing Co. 14,765 10/1/03
20 Fox Run Shopping Center N/A N/A N/A
21 TWO UNIVERSITY PLAZA (1E) N/A N/A N/A
22 800-900 LANIDEX PLAZA (1E) American Express Travel 20,679 10/31/03
23 140 LITTLETON ROAD (1E) N/A N/A N/A
24 Embarcadero Corporate Center N/A N/A N/A
25 Best Buy Plaza Shopping Center OfficeMax 30,326 9/1/11
28 The Court at Deptford II Barnes & Noble 25,719 7/1/13
30 Crossroads at Buckland Hills N/A N/A N/A
31 Deerbrook Crossing Shopping Center (3) H.E. Butt Grocery Company 28,184 6/30/12
33 Lake Mead Pavilion Shopping Center N/A N/A N/A
34 Ontario Plaza N/A N/A N/A
36 Penney's Plaza Cost Plus, Inc. 18,000 6/30/05
38 Bell Run Plaza N/A N/A N/A
43 Tower Plaza Retail Center Rader, Inc. 11,146 3/31/07
45 The Mosby Building & Apartments N/A N/A N/A
46 211 South Gulph Road N/A N/A N/A
53 Diamond Bar Towne Center N/A N/A N/A
58 Cherry Knolls Shopping Center N/A N/A N/A
59 333 Sam Houston Office Building N/A N/A N/A
61 Delta Fair Shopping Center Ben Franklin's 17,000 2/28/04
62 WILLOW SPRINGS SHOPPING CENTER (1I) N/A N/A N/A
63 VILLA SHOPPING CENTER (1I) Apple Beauty Supply 3,000 6/30/01
64 CRYSTAL GARDENS SHOPPING CENTER (1I) N/A N/A N/A
66 BJ's Plaza Shopping Center N/A N/A N/A
72 Fashion Outlet Center N/A N/A N/A
74 Tetra - Chase Texas Bank Center N/A N/A N/A
75 1384-1450 PARK AVENUE (1K) N/A N/A N/A
76 ROJACKS SUPERMARKET/CVS PHARMACY (1K) N/A N/A N/A
77 TRUCCHI'S SUPERMARKET (1K) N/A N/A N/A
78 Campus Hills Shopping Center N/A N/A N/A
81 Summit Square Shopping Center N/A N/A N/A
83 294-306A Harvard Street KB Toys 5,244 12/31/08
84 929 PEARL STREET (1L) Bacaro 4,400 9/1/08
85 2005 TENTH STREET (1L) Pinpoint Solutions, Inc. 2,402 12/31/99
86 Industrial Warehouse N/A N/A N/A
88 Pleasant Hill Executive Park Roberts Eng. 11,613 9/15/03
90 Silverside-Carr Corporate Center N/A N/A N/A
92 Bell Palm Plaza 3 Hermanos 8,125 3/31/02
95 West Ashley Shoppes Shopping Center N/A N/A N/A
101 Carlisle Commerce Center N/A N/A N/A
102 Glendale Medical Arts Center N/A N/A N/A
103 Batavia Wood Medical Center N/A N/A N/A
104 Village Green Plaza Shopping Center N/A N/A N/A
105 South Bank Riverwalk Retail Howl at the Moon 7,055 3/31/00
124 El Monte Shopping Center N/A N/A N/A
127 Washington Square Shopping Center Ga. Theatres 25,000 2/19/01
128 Beechnut Village Shopping Center N/A N/A N/A
130 Westridge Marketplace N/A N/A N/A
132 Cypress Center N/A N/A N/A
138 8800 Roswell Road Office Park Analysis & Technology/CCI 7,776 12/1/01
144 220 Jackson Street Tolleson Design 3,777 9/30/07
145 Weis Plaza N/A N/A N/A
146 75 Canton Office Park N/A N/A N/A
147 CAPITAL HEIGHTS SHOPPING CENTER (2) N/A N/A N/A
148 Emerald Center N/A N/A N/A
149 NationsBank Office Building Step Up 8,200 2/1/03
150 Pecos Trail Office Compound, Phase III N/A N/A N/A
151 HealthSouth Medical Plaza N/A N/A N/A
157 Parkway Shopping Center N/A N/A N/A
158 1600 Congress Street/343 Forest Avenue National Medical Care (Bio-Med) 9,970 5/1/04
162 Owens Corning Manufacturing Warehouse N/A N/A N/A
163 Daley Square John & Antionette Lococo 4,786 6/30/03
164 Old Florida Plaza Emerald Coast 10,404 12/4/11
165 Arrowhead Creekside Center Innonvative Practice Concepts, Inc. 2,720 9/30/08
167 3005 Peachtree Road Lo Spuntino 3,322 5/1/03
172 Fairview Market N/A N/A N/A
174 Embassy Building N/A N/A N/A
176 Westheimer Plaza Shopping Center Chef Huang's Hunan Restaurant 3,000 8/31/00
177 129-133 West 29th Street Joseph Biunno, Inc. 9,375 8/1/01
179 Clarendon CVS N/A N/A N/A
181 135 Raritan Center Parkway Occucenter Inc. 8,030 10/1/99
182 The Treasury Center Bisons 4,620 9/30/03
185 Cottonwood Medical & Dental Center Clinical Pediatrics 3,855 3/11/11
186 Blue Bell Shopping Center Rite Aid 6,400 1/16/01
187 Sun Plaza Bicycle Village 8,108 9/30/02
188 Kirkland Business Center Charles Loomis, Inc. 20,000 9/30/01
189 Colima Plaza N/A N/A N/A
</TABLE>
<PAGE>
Major Tenants of the Commercial Properties
<TABLE>
<CAPTION>
# Property Name Property Type Sq. Ft.
<S> <C> <C> <C>
190 Kmart - Columbus Retail 94,605
194 Sonora Crossroads Retail 20,419
197 Scottsdale Air Park Industrial 34,596
198 Preston Royal Office Park Office 62,294
199 Regent Place Office Building Office 42,183
202 Virginia Dare Office Building Office 33,432
204 Heritage Square Retail Center Retail 41,870
205 KESSEL FOOD MARKET - FLUSHING (1N) Retail 36,000
206 KESSEL FOOD MARKET - GRAND BLANC (1N) Retail 30,000
207 178-188 Middle Street Mixed Use 53,565
208 350 Raritan Center Parkway Industrial 80,240
211 Country Club Corner Retail Center Retail 24,951
213 Esprit Office Building Office 29,319
214 Mission Plaza Retail 25,251
215 Broussard Village Shopping Center Retail 24,275
218 Jeffco Plaza Industrial 69,856
220 Preston Plaza Retail 13,267
226 Perimeter Plaza Shopping Center Retail 41,000
233 Sixth & Gass Office Building Office 15,403
235 Savemart Shopping Center Retail 21,160
241 Corona Industrial Center Industrial 54,000
247 The Northwest Medical Plaza Shopping Center Retail 51,960
248 Kingsley Business Center Industrial 86,620
249 OfficeMax Retail 23,500
250 Rutherford Place Mixed Use 51,280
251 The Woods II Office Buildings Office 23,914
252 Greenville Avenue B & G Retail 13,314
257 Montgomery Village Executive Plaza Phase I Office 42,783
259 Parker Road Retail Retail 32,125
260 Smith Shopping Center Retail 19,455
261 Rivermont Park Industrial 217,783
263 Free Street Office Building Office 29,897
264 Maple Valley Plaza Retail 28,905
268 Kmart - Charleston Retail 104,000
270 The Wachler Building Mixed Use 9,587
271 CTC II Building Industrial 19,360
273 Diversey & Sheffield Plaza Retail 13,192
274 The Pinger Building Mixed Use 35,750
275 Elden Professional Building Office 19,054
278 Granada Plaza Retail 22,900
280 2221 Lee Road Office Building Office 28,000
282 201 Commonwealth Court Office 13,149
287 Kessel Food Market - Saginaw Retail 35,755
288 Talbot Center Retail 8,540
292 Camel Toe Plaza Shopping Center Retail 35,170
293 Washington Park Offices Office 26,400
297 Food City Retail Center Retail 19,738
300 Northgate Plaza Retail 20,592
303 Oak Lawn Square Retail 9,747
304 Flat Iron Building Office 30,244
306 TEXAS CITY MEDICAL OFFICE BUILDING (1Q) Office 12,456
311 871 Islington Street Office 24,969
313 TERRITORIAL VILLAGE (1R) Retail 10,444
314 TELSHOR TOWER PLAZA (1R) Mixed Use 4,485
315 Congress Building Office 28,977
321 59-15 55th Street Industrial 11,000
323 Carillon Retail Center Retail 12,683
325 Penn State Office Building Office 9,998
331 Skyline Mall Retail 17,881
332 James Road Medical Center Office 9,070
<CAPTION>
Major Tenant # 1 Major Tenant # 1 Major Tenant # 1
# Property Name Name Sq. Ft. Lease Expiration Date
<S> <C> <C> <C> <C>
190 Kmart - Columbus Kmart 94,605 3/31/19
194 Sonora Crossroads Payless Shoe Source 4,342 5/31/05
197 Scottsdale Air Park Aquaris Medical Corp. 10,239 11/30/03
198 Preston Royal Office Park N/A N/A N/A
199 Regent Place Office Building TexSys RD Corp 18,418 9/30/02
202 Virginia Dare Office Building WLC Architects, Inc. 14,111 4/30/01
204 Heritage Square Retail Center Thrifty Drug ($.98 Store) 20,000 5/31/14
205 KESSEL FOOD MARKET - FLUSHING (1N) Kessel Food Market 36,000 3/31/16
206 KESSEL FOOD MARKET - GRAND BLANC (1N) Kessel Food Market 30,000 3/31/16
207 178-188 Middle Street Boston Alliance Group 18,000 6/1/02
208 350 Raritan Center Parkway Public Service Electric & Gas Company 80,240 1/31/05
211 Country Club Corner Retail Center H & K Enterprises, Inc. 4,900 8/31/08
213 Esprit Office Building Ultra Funding, Ltd. 7,958 9/30/99
214 Mission Plaza United Merchandising 9,000 1/1/05
215 Broussard Village Shopping Center Hitz Video 6,000 3/31/04
218 Jeffco Plaza Jeffco, Inc. 49,351 1/1/09
220 Preston Plaza Carpet Mills 3,500 1/31/09
226 Perimeter Plaza Shopping Center Food Lion 29,000 11/30/11
233 Sixth & Gass Office Building Main Gorman & Co. 4,730 7/1/03
235 Savemart Shopping Center Hollywood Video 7,640 5/1/08
241 Corona Industrial Center N/A N/A N/A
247 The Northwest Medical Plaza Shopping Center N/A N/A N/A
248 Kingsley Business Center Garland MFG 13,782 3/31/01
249 OfficeMax OfficeMax, Inc. 23,500 3/30/13
250 Rutherford Place State of Texas 31,405 12/1/03
251 The Woods II Office Buildings N/A N/A N/A
252 Greenville Avenue B & G Terilli's Restaurant 4,504 12/31/09
257 Montgomery Village Executive Plaza Phase I N/A N/A N/A
259 Parker Road Retail Castle Dental Centers of Texas 6,554 8/31/01
260 Smith Shopping Center Smith Furriers 7,200 3/1/03
261 Rivermont Park Prosperity Furniture 42,000 7/31/00
263 Free Street Office Building DuFresne-Henry 6,253 7/31/01
264 Maple Valley Plaza Szechuan House 3,230 9/1/99
268 Kmart - Charleston Kmart 104,000 3/25/19
270 The Wachler Building Standard Federal 3,295 2/28/02
271 CTC II Building Thor 24, Inc. 10,560 3/31/06
273 Diversey & Sheffield Plaza Coconuts 6,180 6/30/02
274 The Pinger Building Dan Pinger Public Relations 18,000 5/31/03
275 Elden Professional Building Advance Presentations 2,313 5/31/01
278 Granada Plaza Ormond Diner 2,700 8/31/03
280 2221 Lee Road Office Building Essex Builders Group 5,203 8/31/00
282 201 Commonwealth Court The Inc. Group 3,899 10/31/02
287 Kessel Food Market - Saginaw Kessel Food Market 35,755 3/1/19
288 Talbot Center Talbot's 4,500 5/1/08
292 Camel Toe Plaza Shopping Center Stage Stores, Inc. 12,000 1/31/01
293 Washington Park Offices SSR Engineering 3,200 2/28/02
297 Food City Retail Center 99 Cent Store 5,338 10/31/02
300 Northgate Plaza 99 Cents and More 4,000 2/28/04
303 Oak Lawn Square Intercounty Title 3,224 2/28/04
304 Flat Iron Building N/A N/A N/A
306 TEXAS CITY MEDICAL OFFICE BUILDING (1Q) Columbia Mainland Hospital 5,327 12/31/99
311 871 Islington Street Direct Capital 8,042 3/31/00
313 TERRITORIAL VILLAGE (1R) Durango Bagel 1,878 7/1/00
314 TELSHOR TOWER PLAZA (1R) Dr. Klein 1,782 12/1/99
315 Congress Building Pitch Weekly 6,921 8/31/99
321 59-15 55th Street Leewen Mechanical Corporation 11,000 12/31/17
323 Carillon Retail Center A&S BBQ, Inc. 3,875 6/30/04
325 Penn State Office Building AZ Guidance 2,548 4/1/02
331 Skyline Mall Media Plus 2,600 10/1/01
332 James Road Medical Center DH Family 5,400 5/30/03
<CAPTION>
Major Tenant # 2 Major Tenant # 2 Major Tenant # 2
# Property Name Name Sq. Ft. Lease Expiration Date
<S> <C> <C> <C> <C>
190 Kmart - Columbus N/A N/A N/A
194 Sonora Crossroads Hallmark Cards 4,200 8/23/03
197 Scottsdale Air Park Coterie, Inc. 8,169 11/30/03
198 Preston Royal Office Park N/A N/A N/A
199 Regent Place Office Building Chevy Chase Bank 6,598 9/30/02
202 Virginia Dare Office Building Rancho Cucamonga Dental Care 5,001 9/30/06
204 Heritage Square Retail Center N/A N/A N/A
205 KESSEL FOOD MARKET - FLUSHING (1N) N/A N/A N/A
206 KESSEL FOOD MARKET - GRAND BLANC (1N) N/A N/A N/A
207 178-188 Middle Street Disability Reinsurance 9,135 3/1/04
208 350 Raritan Center Parkway N/A N/A N/A
211 Country Club Corner Retail Center Bullfrog Wine & Spirits 3,146 8/31/02
213 Esprit Office Building Wind Traveller Consulting DB 3,717 5/31/01
214 Mission Plaza Stateside Office Supplies 5,221 4/1/04
215 Broussard Village Shopping Center Sicily's Pizza 6,000 12/1/03
218 Jeffco Plaza Greyhound Lines, Inc. 14,305 4/30/02
220 Preston Plaza Persepolis Rugs 3,388 12/31/08
226 Perimeter Plaza Shopping Center Averitt Express, Inc. 7,200 8/14/99
233 Sixth & Gass Office Building Gifford, Vernon, Beasey & Barker 4,237 10/1/02
235 Savemart Shopping Center N/A N/A N/A
241 Corona Industrial Center N/A N/A N/A
247 The Northwest Medical Plaza Shopping Center N/A N/A N/A
248 Kingsley Business Center N/A N/A N/A
249 OfficeMax N/A N/A N/A
250 Rutherford Place Freedom Power Systems 5,546 12/1/02
251 The Woods II Office Buildings N/A N/A N/A
252 Greenville Avenue B & G Greenville Bar & Grill 3,705 12/31/09
257 Montgomery Village Executive Plaza Phase I N/A N/A N/A
259 Parker Road Retail Whole Body Rehab, Inc. 5,231 5/31/00
260 Smith Shopping Center Chicago Title & Trust Co. 5,905 7/1/00
261 Rivermont Park Market Place 23,040 4/1/00
263 Free Street Office Building Guaranty Title 3,697 10/31/03
264 Maple Valley Plaza N/A N/A N/A
268 Kmart - Charleston N/A N/A N/A
270 The Wachler Building D. Wachler & Sons 2,445 1/1/09
271 CTC II Building Storage Technology 8,800 9/19/01
273 Diversey & Sheffield Plaza Einstein's Bagel Bros. 2,332 8/31/00
274 The Pinger Building Clements, Mahan & Cohen 4,500 6/14/04
275 Elden Professional Building Associates Financial Services 2,111 8/31/99
278 Granada Plaza Granada Travel 2,700 12/31/00
280 2221 Lee Road Office Building First Franklin Financial 4,366 10/31/00
282 201 Commonwealth Court CADre 3,597 11/30/02
287 Kessel Food Market - Saginaw N/A N/A N/A
288 Talbot Center Charles Schwab 1,400 10/31/03
292 Camel Toe Plaza Shopping Center N/A N/A N/A
293 Washington Park Offices N/A N/A N/A
297 Food City Retail Center Color Tyme 4,837 6/30/01
300 Northgate Plaza Dicicco's 2,800 12/31/00
303 Oak Lawn Square Kitchen's of Sara Lee 2,580 3/31/04
304 Flat Iron Building N/A N/A N/A
306 TEXAS CITY MEDICAL OFFICE BUILDING (1Q) UTMB 2,028 9/30/00
311 871 Islington Street Barradas, Yeaton, Wold 2,600 5/31/99
313 TERRITORIAL VILLAGE (1R) Mesilla Volley Beach 1,819 8/1/00
314 TELSHOR TOWER PLAZA (1R) Tassos Restaurant 1,510 1/1/00
315 Congress Building BV&K Direct 4,757 9/30/00
321 59-15 55th Street N/A N/A N/A
323 Carillon Retail Center Mathen Mathen 2,742 3/31/01
325 Penn State Office Building Genuine Auto Parts 1,550 2/1/01
331 Skyline Mall Billy's Pizza 1,800 7/1/08
332 James Road Medical Center Dr. Bowen 1,633 5/31/03
<CAPTION>
Major Tenant # 3 Major Tenant # 3 Major Tenant # 3
# Property Name Name Sq. Ft. Lease Expiration Date
<S> <C> <C> <C> <C>
190 Kmart - Columbus N/A N/A N/A
194 Sonora Crossroads Chubby's 2,318 7/11/00
197 Scottsdale Air Park Great American Events 8,057 10/31/05
198 Preston Royal Office Park N/A N/A N/A
199 Regent Place Office Building DSI Consulting 5,382 3/31/00
202 Virginia Dare Office Building E.D.C. Services Corp. 4,400 6/30/01
204 Heritage Square Retail Center N/A N/A N/A
205 KESSEL FOOD MARKET - FLUSHING (1N) N/A N/A N/A
206 KESSEL FOOD MARKET - GRAND BLANC (1N) N/A N/A N/A
207 178-188 Middle Street Denley Enright 5,400 8/1/01
208 350 Raritan Center Parkway N/A N/A N/A
211 Country Club Corner Retail Center Mail, Packaging Etc. 2,588 4/10/03
213 Esprit Office Building Incircuit Development Corp. 3,518 4/30/00
214 Mission Plaza The Video Zone 3,880 10/1/99
215 Broussard Village Shopping Center N/A N/A N/A
218 Jeffco Plaza N/A N/A N/A
220 Preston Plaza Great Outdoors 2,367 12/31/06
226 Perimeter Plaza Shopping Center Cookeville Reg. Med. Ctr. 4,800 7/31/02
233 Sixth & Gass Office Building Western Reporting Services 2,462 11/1/03
235 Savemart Shopping Center N/A N/A N/A
241 Corona Industrial Center N/A N/A N/A
247 The Northwest Medical Plaza Shopping Center N/A N/A N/A
248 Kingsley Business Center N/A N/A N/A
249 OfficeMax N/A N/A N/A
250 Rutherford Place N/A N/A N/A
251 The Woods II Office Buildings N/A N/A N/A
252 Greenville Avenue B & G The Flying Burro Restaurant 3,705 12/31/09
257 Montgomery Village Executive Plaza Phase I N/A N/A N/A
259 Parker Road Retail N/A N/A N/A
260 Smith Shopping Center Modern Tuxedo 2,600 6/1/06
261 Rivermont Park N/A N/A N/A
263 Free Street Office Building N/A N/A N/A
264 Maple Valley Plaza N/A N/A N/A
268 Kmart - Charleston N/A N/A N/A
270 The Wachler Building N/A N/A N/A
271 CTC II Building N/A N/A N/A
273 Diversey & Sheffield Plaza N/A N/A N/A
274 The Pinger Building Integrated Research Assoc. 4,500 8/14/02
275 Elden Professional Building N/A N/A N/A
278 Granada Plaza Coast Dental 2,400 9/30/01
280 2221 Lee Road Office Building McKeever, Albert & Barth 3,826 8/31/03
282 201 Commonwealth Court CADD Graphics 2,142 10/31/02
287 Kessel Food Market - Saginaw N/A N/A N/A
288 Talbot Center Beard & Co. 1,320 3/31/02
292 Camel Toe Plaza Shopping Center N/A N/A N/A
293 Washington Park Offices N/A N/A N/A
297 Food City Retail Center Bolas el Herradero 2,100 4/30/01
300 Northgate Plaza N/A N/A N/A
303 Oak Lawn Square Frankie's Beef 1,484 11/30/03
304 Flat Iron Building N/A N/A N/A
306 TEXAS CITY MEDICAL OFFICE BUILDING (1Q) University Texas Medical Branch 2,191 9/30/00
311 871 Islington Street N/A N/A N/A
313 TERRITORIAL VILLAGE (1R) Greco Rentals 1,251 12/1/00
314 TELSHOR TOWER PLAZA (1R) Dr. Louis Benevento 1,193 9/1/99
315 Congress Building Alan Feingold Assoc 4,700 11/30/04
321 59-15 55th Street N/A N/A N/A
323 Carillon Retail Center N/A N/A N/A
325 Penn State Office Building Genuine Parts Co. 1,476 5/1/01
331 Skyline Mall N/A N/A N/A
332 James Road Medical Center N/A N/A N/A
</TABLE>
(1C) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building
& The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building,
Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct
Warehouse, and Stone Fort Land - Tennessee American Water Company Office
Building, respectively, are cross-collateralized and cross-defaulted.
(1E) A Single Mortgage Note secured by Two University Plaza, 800-900 Lanidex
Plaza and 140 Littleton Road, respectively.
(1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa
Shopping Center and Crystal Gardens Shopping Center, respectively, are
cross-collateralized and cross-defaulted.
(1K) A Single Mortgage Note secured by 1384-1450 Park Avenue, Rojacks
Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively.
(1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street,
respectively, are cross-collateralized and cross-defaulted.
(1N) A Single Mortgage Note secured by Kessel Food Market- Flushing and Kessel
Food Market-Grand Blanc, respectively.
(1Q) The Mortgage Loans secured by Texas City Medical Office Building and
Hollyvale Apartments, respectively, are cross-collateralized and
cross-defaulted.
(1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza,
respectively, are cross-collateralized and cross-defaulted.
(2) The Mortgage Loan secured by Capital Heights Shopping Center has an
interest only period of 24 months from origination and thereafter is
scheduled to amortize over 360 months with the payment presented reflecting
the amount due during the amortization term.
<PAGE>
Additional Mortgage Loan Information
<TABLE>
<CAPTION>
Property Property
# Property Name Type Sub-type
<S> <C> <C> <C>
1 Oakwood Plaza Retail Anchored
2 Arbor Lake Club Apartments (1A) Multifamily
3 The Parkview Apartments - FL (1A) Multifamily
4 Heron's Cove Apartments (1A) Multifamily
5 Horizons North Apartments (1A) Multifamily
6 Herald Center Retail Anchored
7 Sterling Point Apartments (1B) Multifamily
8 Sandridge Apartments (1B) Multifamily
9 Woodscape Apartments (1B) Multifamily
10 Stone Fort Land - The Tallan Office Building &
The Tallan Parking Garage (1C) Mixed Use Office/Garage
11 Stone Fort Land - The Krystal Office
Building (1C) Office
12 Stone Fort Land - Riverside Center (1C) Office
13 Stone Fort Land - Harrison Direct Warehouse (1C) Industrial
14 Stone Fort Land - Tennessee American Water
Company Office Building (1C) Office
15 Center At The Plant Retail Shadow Anchored
16 The Boardwalk Multifamily
17 Cherry Creek Retirement Village (1D) Independent/Assisted Living
18 Remington Heights Retirement Community (1D) Independent/Assisted Living
19 Charles River Center Retail Anchored
20 Fox Run Shopping Center Retail Anchored
21 Two University Plaza (1E) Office
22 800-900 Lanidex Plaza (1E) Office
23 140 Littleton Road (1E) Office
24 Embarcadero Corporate Center Office
25 Best Buy Plaza Shopping Center Retail Anchored
26 Highland Falls Apartments Multifamily
27 Rancho Ocaso Multifamily
28 The Court at Deptford II Retail Anchored
29 Sage Crossing Apartments Multifamily
30 Crossroads at Buckland Hills Retail Anchored
31 Deerbrook Crossing Shopping Center Retail Anchored
32 Sundance Village Apartments Multifamily
33 Lake Mead Pavilion Shopping Center Retail Anchored
34 Ontario Plaza Retail Anchored
35 Cole Spring Plaza Multifamily
36 Penney's Plaza Retail Anchored
37 Pines of Westbury Multifamily
38 Bell Run Plaza Retail Anchored
39 River Haven Mobile Home Park (1F) Manufactured Housing
40 Knollwood Estates Mobile Home Park (1F) Manufactured Housing
41 Colesville Towers Multifamily
42 North Pointe Apartments Multifamily
43 Tower Plaza Retail Center Retail Anchored
44 Mountain View Mobile Home Park Manufactured Housing
45 The Mosby Building & Apartments Mixed Use Office/Multifamily
46 211 South Gulph Road Office
47 Pinewood Apartments Multifamily
48 U-Haul - Rusfield (1G) Self Storage
49 U-Haul - San Clemente (1G) Self Storage
50 U-Haul - East Colonial (1G) Self Storage
51 U-Haul - MacArthur Park (1G) Self Storage
52 Park Knolls Apartments Multifamily
53 Diamond Bar Towne Center Retail Anchored
54 U-Haul - Dublin (1H) Self Storage
55 U-Haul - Northridge (1H) Self Storage
56 U-Haul - Orange Park (1H) Self Storage
57 U-Haul - Tulsa (1H) Self Storage
58 Cherry Knolls Shopping Center Retail Anchored
59 333 Sam Houston Office Building Office
60 The Shadowbrook Apartments Multifamily
61 Delta Fair Shopping Center Retail Anchored
62 Willow Springs Shopping Center (1I) Mixed Use Office/Retail/Multifamily
63 Villa Shopping Center (1I) Retail Unanchored
64 Crystal Gardens Shopping Center (1I) Mixed Use Office/Retail
65 Hazelcrest Place Multifamily
66 BJ's Plaza Shopping Center Retail Anchored
67 Holiday Inn Express - City Center Hotel Limited Service
68 U-Haul - Margate (1J) Self Storage
69 U-Haul - Copperfield (1J) Self Storage
70 U-Haul - Hampton (1J) Self Storage
71 U-Haul - Lodi (1J) Self Storage
72 Fashion Outlet Center Retail Unanchored
73 Tivoli Apartments Multifamily
74 Tetra - Chase Texas Bank Center Office
75 1384-1450 Park Avenue (1K) Retail Anchored
76 Rojacks Supermarket/CVS Pharmacy (1K) Retail Anchored
77 Trucchi's Supermarket (1K) Retail Anchored
78 Campus Hills Shopping Center Retail Anchored
<CAPTION>
Occupancy Date of
Hotel Rate at Occupancy
# Property Name Franchise Underwriting (3) Rate
<S> <C> <C> <C> <C>
1 Oakwood Plaza 96% 3/26/99
2 Arbor Lake Club Apartments (1A) 94% 1/1/99
3 The Parkview Apartments - FL (1A) 97% 1/1/99
4 Heron's Cove Apartments (1A) 98% 1/20/99
5 Horizons North Apartments (1A) 92% 1/1/99
6 Herald Center 100% 2/1/99
7 Sterling Point Apartments (1B) 96% 4/23/99
8 Sandridge Apartments (1B) 95% 4/23/99
9 Woodscape Apartments (1B) 96% 1/22/99
10 Stone Fort Land - The Tallan Office Building &
The Tallan Parking Garage (1C) 88% 3/17/99
11 Stone Fort Land - The Krystal Office
Building (1C) 86% 3/25/99
12 Stone Fort Land - Riverside Center (1C) 99% 3/17/99
13 Stone Fort Land - Harrison Direct Warehouse (1C) 100% 4/28/99
14 Stone Fort Land - Tennessee American Water
Company Office Building (1C) 100% 3/17/99
15 Center At The Plant 99% 1/1/99
16 The Boardwalk 96% 1/26/99
17 Cherry Creek Retirement Village (1D) 98% 2/28/99
18 Remington Heights Retirement Community (1D) 93% 2/1/99
19 Charles River Center 100% 11/1/98
20 Fox Run Shopping Center 97% 2/8/99
21 Two University Plaza (1E) 94% 1/14/99
22 800-900 Lanidex Plaza (1E) 95% 2/28/99
23 140 Littleton Road (1E) 94% 2/28/99
24 Embarcadero Corporate Center 98% 5/1/99
25 Best Buy Plaza Shopping Center 93% 12/31/98
26 Highland Falls Apartments 95% 12/31/98
27 Rancho Ocaso 95% 3/15/99
28 The Court at Deptford II 100% 1/18/99
29 Sage Crossing Apartments 94% 4/22/99
30 Crossroads at Buckland Hills 94% 5/5/99
31 Deerbrook Crossing Shopping Center 96% 5/5/99
32 Sundance Village Apartments 93% 3/31/99
33 Lake Mead Pavilion Shopping Center 100% 11/1/98
34 Ontario Plaza 88% 3/31/99
35 Cole Spring Plaza 99% 3/16/99
36 Penney's Plaza 99% 4/12/99
37 Pines of Westbury 88% 5/18/99
38 Bell Run Plaza 100% 11/18/98
39 River Haven Mobile Home Park (1F) 99% 12/1/98
40 Knollwood Estates Mobile Home Park (1F) 98% 4/19/99
41 Colesville Towers 97% 3/17/99
42 North Pointe Apartments 92% 2/16/98
43 Tower Plaza Retail Center 98% 5/1/99
44 Mountain View Mobile Home Park 97% 12/21/98
45 The Mosby Building & Apartments 97% 4/23/99
46 211 South Gulph Road 100% 2/2/99
47 Pinewood Apartments 92% 3/18/99
48 U-Haul - Rusfield (1G) 100% 3/1/99
49 U-Haul - San Clemente (1G) 96% 3/4/99
50 U-Haul - East Colonial (1G) 97% 3/4/99
51 U-Haul - MacArthur Park (1G) 86% 3/2/99
52 Park Knolls Apartments 96% 1/31/99
53 Diamond Bar Towne Center 98% 3/3/99
54 U-Haul - Dublin (1H) 90% 3/3/99
55 U-Haul - Northridge (1H) 96% 3/1/99
56 U-Haul - Orange Park (1H) 74% 3/5/99
57 U-Haul - Tulsa (1H) 98% 3/2/99
58 Cherry Knolls Shopping Center 98% 5/18/99
59 333 Sam Houston Office Building 89% 5/1/99
60 The Shadowbrook Apartments 94% 6/25/98
61 Delta Fair Shopping Center 93% 3/10/99
62 Willow Springs Shopping Center (1I) 96% 2/1/99
63 Villa Shopping Center (1I) 100% 4/30/99
64 Crystal Gardens Shopping Center (1I) 75% 2/1/99
65 Hazelcrest Place 100% 3/24/98
66 BJ's Plaza Shopping Center 99% 4/5/99
67 Holiday Inn Express - City Center Holiday Inn N/A N/A
68 U-Haul - Margate (1J) 77% 1/15/99
69 U-Haul - Copperfield (1J) 93% 3/2/99
70 U-Haul - Hampton (1J) 73% 3/1/99
71 U-Haul - Lodi (1J) 95% 3/4/99
72 Fashion Outlet Center 100% 9/14/98
73 Tivoli Apartments 99% 1/1/99
74 Tetra - Chase Texas Bank Center 94% 3/5/99
75 1384-1450 Park Avenue (1K) 100% 6/30/98
76 Rojacks Supermarket/CVS Pharmacy (1K) 100% 6/30/98
77 Trucchi's Supermarket (1K) 100% 6/30/98
78 Campus Hills Shopping Center 97% 5/14/99
<CAPTION>
Most Recent
Operating Most Most
Statement Recent Recent
# Property Name Date Revenue Expenses
<S> <C> <C> <C> <C.
1 Oakwood Plaza 2/28/99 $9,615,647 $2,738,594
2 Arbor Lake Club Apartments (1A) 1/31/99 5,795,090 2,201,959
3 The Parkview Apartments - FL (1A) 1/31/99 1,781,469 643,077
4 Heron's Cove Apartments (1A) 1/31/99 2,125,457 1,027,035
5 Horizons North Apartments (1A) 1/31/99 2,293,573 1,207,845
6 Herald Center 1/31/99 8,825,364 3,600,420
7 Sterling Point Apartments (1B) 3/31/00 4,709,708 2,276,210
8 Sandridge Apartments (1B) 3/31/00 3,237,504 1,433,225
9 Woodscape Apartments (1B) 3/31/00 2,535,144 1,250,518
10 Stone Fort Land - The Tallan Office Building &
The Tallan Parking Garage (1C) 12/31/98 2,544,769 925,086
11 Stone Fort Land - The Krystal Office
Building (1C) 12/31/98 1,907,124 807,529
12 Stone Fort Land - Riverside Center (1C) 12/31/98 1,595,147 336,885
13 Stone Fort Land - Harrison Direct Warehouse (1C) 12/31/98 622,560 89,242
14 Stone Fort Land - Tennessee American Water
Company Office Building (1C) 4/2/99 253,109 87,812
15 Center At The Plant 1/1/00 4,963,449 1,178,938
16 The Boardwalk 3/31/99 3,609,381 957,192
17 Cherry Creek Retirement Village (1D) 12/31/98 4,332,338 2,172,142
18 Remington Heights Retirement Community (1D) 12/31/98 2,544,535 1,679,727
19 Charles River Center 10/31/99 2,906,172 477,939
20 Fox Run Shopping Center 12/31/98 3,726,588 413,381
21 Two University Plaza (1E) 12/31/98 2,310,757 1,192,265
22 800-900 Lanidex Plaza (1E) 12/31/98 1,604,952 829,356
23 140 Littleton Road (1E) 12/31/98 484,769 243,464
24 Embarcadero Corporate Center 12/31/98 3,549,561 995,844
25 Best Buy Plaza Shopping Center 12/31/98 2,885,806 650,498
26 Highland Falls Apartments 12/31/98 3,467,004 1,182,454
27 Rancho Ocaso 3/31/99 1,427,131 674,558
28 The Court at Deptford II 12/31/98 1,068,469 197,620
29 Sage Crossing Apartments 1/31/99 3,462,770 1,793,002
30 Crossroads at Buckland Hills 2/28/99 2,082,930 319,334
31 Deerbrook Crossing Shopping Center 2/28/99 2,323,149 536,187
32 Sundance Village Apartments 12/31/97 2,714,315 867,990
33 Lake Mead Pavilion Shopping Center 9/30/98 2,066,465 369,009
34 Ontario Plaza 6/16/98 2,004,229 464,369
35 Cole Spring Plaza 3/31/99 2,603,780 933,546
36 Penney's Plaza 12/31/98 1,889,092 436,339
37 Pines of Westbury 3/31/99 4,514,043 3,055,203
38 Bell Run Plaza N/A N/A N/A
39 River Haven Mobile Home Park (1F) 12/31/98 1,504,246 519,224
40 Knollwood Estates Mobile Home Park (1F) 12/31/98 475,583 160,371
41 Colesville Towers 3/31/99 2,575,243 1,135,196
42 North Pointe Apartments 12/31/97 2,593,732 1,099,004
43 Tower Plaza Retail Center 4/20/99 1,702,322 273,700
44 Mountain View Mobile Home Park 12/31/97 1,699,928 564,397
45 The Mosby Building & Apartments 12/31/98 2,452,916 967,987
46 211 South Gulph Road N/A N/A N/A
47 Pinewood Apartments 12/31/98 2,394,650 854,034
48 U-Haul - Rusfield (1G) 12/31/98 1,126,318 350,518
49 U-Haul - San Clemente (1G) 12/31/98 435,815 119,807
50 U-Haul - East Colonial (1G) 12/31/98 298,008 139,155
51 U-Haul - MacArthur Park (1G) 12/31/98 207,655 91,666
52 Park Knolls Apartments 12/31/98 1,932,970 699,565
53 Diamond Bar Towne Center 9/30/98 1,234,440 285,680
54 U-Haul - Dublin (1H) 12/31/98 657,696 173,946
55 U-Haul - Northridge (1H) 12/31/98 490,737 136,668
56 U-Haul - Orange Park (1H) 12/31/98 357,332 148,586
57 U-Haul - Tulsa (1H) 12/31/98 375,385 146,741
58 Cherry Knolls Shopping Center 12/31/98 1,624,095 455,967
59 333 Sam Houston Office Building 12/31/98 2,287,980 1,311,902
60 The Shadowbrook Apartments 12/31/98 1,669,580 595,270
61 Delta Fair Shopping Center 12/31/98 1,262,192 412,852
62 Willow Springs Shopping Center (1I) 12/31/98 892,395 274,812
63 Villa Shopping Center (1I) 12/31/98 418,121 126,534
64 Crystal Gardens Shopping Center (1I) 12/31/98 407,460 236,360
65 Hazelcrest Place 3/31/98 1,851,922 797,541
66 BJ's Plaza Shopping Center 3/31/99 1,470,966 379,635
67 Holiday Inn Express - City Center 12/31/98 4,085,392 1,931,662
68 U-Haul - Margate (1J) 12/31/98 664,110 266,634
69 U-Haul - Copperfield (1J) 12/31/98 362,020 102,341
70 U-Haul - Hampton (1J) 12/31/98 299,742 122,446
71 U-Haul - Lodi (1J) 12/31/98 383,150 128,970
72 Fashion Outlet Center 7/31/98 1,512,421 444,562
73 Tivoli Apartments 12/31/98 874,739 236,957
74 Tetra - Chase Texas Bank Center 12/31/98 1,727,800 660,116
75 1384-1450 Park Avenue (1K) 12/31/98 490,472 2,561
76 Rojacks Supermarket/CVS Pharmacy (1K) 12/31/98 268,547 1,402
77 Trucchi's Supermarket (1K) 12/31/98 202,343 1,057
78 Campus Hills Shopping Center 5/31/00 1,173,040 195,205
<CAPTION>
Most Most
Recent Recent U/W
# Property Name NOI DSCR (4) NOI
<S> <C> <C> <C> <C>
1 Oakwood Plaza $6,877,053 1.13x $7,972,482
2 Arbor Lake Club Apartments (1A) 3,593,131 1.37 3,425,350
3 The Parkview Apartments - FL (1A) 1,138,392 1.37 1,070,976
4 Heron's Cove Apartments (1A) 1,098,422 1.37 1,111,935
5 Horizons North Apartments (1A) 1,085,728 1.37 1,019,029
6 Herald Center 5,224,944 1.22 5,996,497
7 Sterling Point Apartments (1B) 2,433,498 1.47 2,462,623
8 Sandridge Apartments (1B) 1,804,279 1.47 1,768,508
9 Woodscape Apartments (1B) 1,284,626 1.47 1,263,554
10 Stone Fort Land - The Tallan Office Building &
The Tallan Parking Garage (1C) 1,619,683 1.55 1,768,206
11 Stone Fort Land - The Krystal Office
Building (1C) 1,099,595 1.55 1,127,076
12 Stone Fort Land - Riverside Center (1C) 1,258,262 1.55 1,054,109
13 Stone Fort Land - Harrison Direct Warehouse (1C) 533,318 1.55 468,027
14 Stone Fort Land - Tennessee American Water
Company Office Building (1C) 165,297 1.55 143,208
15 Center At The Plant 3,784,511 1.37 3,805,609
16 The Boardwalk 2,652,189 1.26 2,676,410
17 Cherry Creek Retirement Village (1D) 2,160,196 1.45 1,897,731
18 Remington Heights Retirement Community (1D) 864,808 1.45 894,436
19 Charles River Center 2,428,233 1.16 2,700,171
20 Fox Run Shopping Center 3,313,207 1.64 2,873,651
21 Two University Plaza (1E) 1,118,492 1.04 1,543,262
22 800-900 Lanidex Plaza (1E) 775,596 1.04 1,214,622
23 140 Littleton Road (1E) 241,305 1.04 245,175
24 Embarcadero Corporate Center 2,553,717 1.34 2,581,718
25 Best Buy Plaza Shopping Center 2,235,308 1.25 2,410,881
26 Highland Falls Apartments 2,284,550 1.30 2,259,963
27 Rancho Ocaso 752,573 0.59 1,760,315
28 The Court at Deptford II 870,849 0.66 1,721,250
29 Sage Crossing Apartments 1,669,768 1.30 1,824,759
30 Crossroads at Buckland Hills 1,763,596 1.37 1,720,511
31 Deerbrook Crossing Shopping Center 1,786,962 1.45 1,697,503
32 Sundance Village Apartments 1,846,325 1.56 1,693,802
33 Lake Mead Pavilion Shopping Center 1,697,456 1.51 1,618,501
34 Ontario Plaza 1,539,860 1.37 1,473,313
35 Cole Spring Plaza 1,670,234 1.56 1,574,824
36 Penney's Plaza 1,452,753 1.35 1,490,290
37 Pines of Westbury 1,458,840 1.41 1,537,238
38 Bell Run Plaza N/A N/A 1,535,343
39 River Haven Mobile Home Park (1F) 985,022 1.24 1,015,453
40 Knollwood Estates Mobile Home Park (1F) 315,212 1.24 324,722
41 Colesville Towers 1,440,047 1.44 1,464,436
42 North Pointe Apartments 1,494,728 1.68 1,512,114
43 Tower Plaza Retail Center 1,428,622 1.46 1,313,314
44 Mountain View Mobile Home Park 1,135,531 1.25 1,119,347
45 The Mosby Building & Apartments 1,484,929 1.58 1,327,838
46 211 South Gulph Road N/A N/A 1,338,202
47 Pinewood Apartments 1,540,616 1.84 1,452,158
48 U-Haul - Rusfield (1G) 775,800 1.46 669,092
49 U-Haul - San Clemente (1G) 316,008 1.46 363,498
50 U-Haul - East Colonial (1G) 158,853 1.46 188,859
51 U-Haul - MacArthur Park (1G) 115,989 1.46 140,033
52 Park Knolls Apartments 1,233,405 1.50 1,300,017
53 Diamond Bar Towne Center 948,760 1.12 1,173,752
54 U-Haul - Dublin (1H) 483,750 1.46 510,195
55 U-Haul - Northridge (1H) 354,069 1.46 381,148
56 U-Haul - Orange Park (1H) 208,746 1.46 245,556
57 U-Haul - Tulsa (1H) 228,644 1.46 207,346
58 Cherry Knolls Shopping Center 1,168,128 1.42 1,159,342
59 333 Sam Houston Office Building 976,078 1.20 1,369,840
60 The Shadowbrook Apartments 1,074,310 1.45 1,123,038
61 Delta Fair Shopping Center 849,340 1.05 1,106,575
62 Willow Springs Shopping Center (1I) 617,583 1.29 635,354
63 Villa Shopping Center (1I) 291,587 1.29 326,636
64 Crystal Gardens Shopping Center (1I) 171,100 1.29 219,878
65 Hazelcrest Place 1,054,381 1.46 975,618
66 BJ's Plaza Shopping Center 1,091,331 1.50 1,030,814
67 Holiday Inn Express - City Center 2,153,730 2.52 1,604,479
68 U-Haul - Margate (1J) 397,476 1.34 476,572
69 U-Haul - Copperfield (1J) 259,679 1.34 267,318
70 U-Haul - Hampton (1J) 177,296 1.34 220,122
71 U-Haul - Lodi (1J) 254,180 1.34 275,013
72 Fashion Outlet Center 1,067,859 1.40 1,159,678
73 Tivoli Apartments 637,782 0.93 940,899
74 Tetra - Chase Texas Bank Center 1,067,684 1.51 1,008,840
75 1384-1450 Park Avenue (1K) 487,911 1.47 468,837
76 Rojacks Supermarket/CVS Pharmacy (1K) 267,145 1.47 256,702
77 Trucchi's Supermarket (1K) 201,286 1.47 193,418
78 Campus Hills Shopping Center 977,835 1.37 975,260
<CAPTION>
U/W U/W
# Property Name NCF DSCR (4)
<S> <C> <C> <C>
1 Oakwood Plaza $7,507,540 1.23x
2 Arbor Lake Club Apartments (1A) 3,247,350 1.24
3 The Parkview Apartments - FL (1A) 1,018,976 1.24
4 Heron's Cove Apartments (1A) 1,030,935 1.24
5 Horizons North Apartments (1A) 950,029 1.24
6 Herald Center 5,825,420 1.35
7 Sterling Point Apartments (1B) 2,232,123 1.33
8 Sandridge Apartments (1B) 1,642,508 1.33
9 Woodscape Apartments (1B) 1,127,554 1.33
10 Stone Fort Land - The Tallan Office Building &
The Tallan Parking Garage (1C) 1,502,802 1.31
11 Stone Fort Land - The Krystal Office
Building (1C) 941,651 1.31
12 Stone Fort Land - Riverside Center (1C) 939,909 1.31
13 Stone Fort Land - Harrison Direct Warehouse (1C) 422,708 1.31
14 Stone Fort Land - Tennessee American Water
Company Office Building (1C) 138,716 1.31
15 Center At The Plant 3,688,201 1.34
16 The Boardwalk 2,605,202 1.24
17 Cherry Creek Retirement Village (1D) 1,833,231 1.29
18 Remington Heights Retirement Community (1D) 850,636 1.29
19 Charles River Center 2,618,842 1.25
20 Fox Run Shopping Center 2,679,788 1.32
21 Two University Plaza (1E) 1,315,493 1.25
22 800-900 Lanidex Plaza (1E) 1,057,806 1.25
23 140 Littleton Road (1E) 191,327 1.25
24 Embarcadero Corporate Center 2,435,489 1.28
25 Best Buy Plaza Shopping Center 2,301,215 1.29
26 Highland Falls Apartments 2,158,788 1.23
27 Rancho Ocaso 1,704,315 1.33
28 The Court at Deptford II 1,670,472 1.26
29 Sage Crossing Apartments 1,677,759 1.31
30 Crossroads at Buckland Hills 1,609,421 1.25
31 Deerbrook Crossing Shopping Center 1,545,509 1.25
32 Sundance Village Apartments 1,625,402 1.37
33 Lake Mead Pavilion Shopping Center 1,526,665 1.36
34 Ontario Plaza 1,406,890 1.25
35 Cole Spring Plaza 1,511,168 1.42
36 Penney's Plaza 1,378,919 1.28
37 Pines of Westbury 1,302,238 1.25
38 Bell Run Plaza 1,483,854 1.38
39 River Haven Mobile Home Park (1F) 995,843 1.25
40 Knollwood Estates Mobile Home Park (1F) 318,765 1.25
41 Colesville Towers 1,402,786 1.40
42 North Pointe Apartments 1,394,239 1.56
43 Tower Plaza Retail Center 1,234,355 1.26
44 Mountain View Mobile Home Park 1,107,647 1.22
45 The Mosby Building & Apartments 1,202,843 1.28
46 211 South Gulph Road 1,249,966 1.33
47 Pinewood Apartments 1,325,998 1.59
48 U-Haul - Rusfield (1G) 651,972 1.41
49 U-Haul - San Clemente (1G) 358,849 1.41
50 U-Haul - East Colonial (1G) 177,384 1.41
51 U-Haul - MacArthur Park (1G) 133,707 1.41
52 Park Knolls Apartments 1,191,762 1.45
53 Diamond Bar Towne Center 1,083,514 1.27
54 U-Haul - Dublin (1H) 499,464 1.50
55 U-Haul - Northridge (1H) 374,474 1.50
56 U-Haul - Orange Park (1H) 239,511 1.50
57 U-Haul - Tulsa (1H) 199,478 1.50
58 Cherry Knolls Shopping Center 1,046,143 1.27
59 333 Sam Houston Office Building 1,128,732 1.39
60 The Shadowbrook Apartments 1,047,006 1.41
61 Delta Fair Shopping Center 1,007,519 1.24
62 Willow Springs Shopping Center (1I) 572,975 1.24
63 Villa Shopping Center (1I) 294,098 1.24
64 Crystal Gardens Shopping Center (1I) 173,770 1.24
65 Hazelcrest Place 904,523 1.25
66 BJ's Plaza Shopping Center 939,424 1.29
67 Holiday Inn Express - City Center 1,445,940 1.69
68 U-Haul - Margate (1J) 465,862 1.48
69 U-Haul - Copperfield (1J) 261,018 1.48
70 U-Haul - Hampton (1J) 214,041 1.48
71 U-Haul - Lodi (1J) 267,322 1.48
72 Fashion Outlet Center 1,016,006 1.34
73 Tivoli Apartments 890,499 1.30
74 Tetra - Chase Texas Bank Center 901,542 1.27
75 1384-1450 Park Avenue (1K) 433,895 1.30
76 Rojacks Supermarket/CVS Pharmacy (1K) 237,570 1.30
77 Trucchi's Supermarket (1K) 179,002 1.30
78 Campus Hills Shopping Center 906,326 1.27
</TABLE>
<PAGE>
Additional Mortgage Loan Information
<TABLE>
<CAPTION>
Property Property
# Property Name Type Sub-type
<S> <C> <C> <C>
79 Carrollton Place Apartments Multifamily
80 Welshwood Apartments Multifamily
81 Summit Square Shopping Center Retail Unanchored
82 Park Ridge Apartments Multifamily
83 294-306A Harvard Street Retail Anchored
84 929 Pearl Street (1L) Mixed Use Office Retail
85 2005 Tenth Street (1L) Mixed Use Office Retail
86 Industrial Warehouse Industrial
87 Mesa Dunes Mobile Home Park Manufactured Housing
88 Pleasant Hill Executive Park Office
89 Best Western - Stratford Inn Hotel Limited Service
90 Silverside-Carr Corporate Center Office
91 Country Corners Apartments Multifamily
92 Bell Palm Plaza Retail Unanchored
93 Pleasant Run Apartments Multifamily
94 Chalet Apartments & Commercial Plaza Multifamily
95 West Ashley Shoppes Shopping Center Retail Anchored
96 Hampton Inn - Anchorage Hotel Limited Service
97 Pacific Isle Apartments Multifamily
98 Sunset Crest Apartments Multifamily
99 Skyline Apartments Multifamily
100 Hampton Inn & Suites - Annapolis Hotel Limited Service
101 Carlisle Commerce Center Retail Anchored
102 Glendale Medical Arts Center Office
103 Batavia Wood Medical Center Office
104 Village Green Plaza Shopping Center Retail Shadow Anchored
105 South Bank Riverwalk Retail Retail Unanchored
106 Pickwick Apartments Multifamily
107 The Villas of Buena Vista Apartments (1M) Multifamily
108 The Parkview Apartments - TX (1M) Multifamily
109 Madras Apartments (1M) Multifamily
110 Alexandria Apartments - TX (1M) Multifamily
111 Sandia Park (1M) Multifamily
112 4300 Travis Apartments (1M) Multifamily
113 Vista Quarters Condos (1M) Multifamily
114 3131 Armstrong Condominiums (1M) Multifamily
115 The Essex (1M) Multifamily
116 4431 Travis Street Apartments (1M) Multifamily
117 4432 Buena Vista Apartments (1M) Multifamily
118 The Annex Apartments (1M) Multifamily
119 4319 Buena Vista Apartments (1M) Multifamily
120 The Chase Apartments (1M) Multifamily
121 Avalon Apartments (1M) Multifamily
122 Point Breeze Apartments Multifamily
123 Hidden Oaks Apartments Multifamily
124 El Monte Shopping Center Retail Anchored
125 Casa Real Apartments Multifamily
126 The Plaza Apartments Multifamily
127 Washington Square Shopping Center Retail Anchored
128 Beechnut Village Shopping Center Retail Anchored
129 Anaheim Mobile Estates Manufactured Housing
130 Westridge Marketplace Retail Anchored
131 McGehee Park Apartments Multifamily
132 Cypress Center Retail Shadow Anchored
133 Best Western - Miramar Hotel Limited Service
134 Garden City Tower Multifamily
135 Tradewinds Apartments Multifamily
136 Highland Country Estates Manufactured Housing
137 The Highlands Apartments Multifamily
138 8800 Roswell Road Office Park Office
139 Turf Mobile Manor Manufactured Housing
140 Oakwood Village Apartments Multifamily
141 La Salle Crossing Apartments Multifamily
142 Wynnewood Greens Apartments Multifamily
143 Comfort Inn - Augusta Hotel Limited Service
144 220 Jackson Street Office
145 Weis Plaza Retail Anchored
146 75 Canton Office Park Office
147 Capital Heights Shopping Center (2) Retail Anchored
148 Emerald Center Retail Anchored
149 NationsBank Office Building Office
150 Pecos Trail Office Compound, Phase III Office
151 HealthSouth Medical Plaza Office
152 Hampton Inn - Louisville Hotel Limited Service
153 Holiday Inn - Augusta Hotel Limited Service
154 Nassau Bay Village Apartments Multifamily
155 West Knoll Apartments Multifamily
156 Best Western - San Mateo Los Prados Inn Hotel Limited Service
<CAPTION>
Occupancy Date of
Hotel Rate at Occupancy
# Property Name Franchise Underwriting (3) Rate
<S> <C> <C> <C> <C>
79 Carrollton Place Apartments 99% 1/25/99
80 Welshwood Apartments 94% 11/24/98
81 Summit Square Shopping Center 96% 7/22/98
82 Park Ridge Apartments 95% 11/16/98
83 294-306A Harvard Street 100% 12/31/98
84 929 Pearl Street (1L) 100% 12/1/98
85 2005 Tenth Street (1L) 100% 4/1/99
86 Industrial Warehouse 100% 4/26/99
87 Mesa Dunes Mobile Home Park 94% 12/21/98
88 Pleasant Hill Executive Park 94% 12/1/98
89 Best Western - Stratford Inn Best Western N/A N/A
90 Silverside-Carr Corporate Center 100% 3/1/99
91 Country Corners Apartments 94% 12/30/98
92 Bell Palm Plaza 97% 11/1/98
93 Pleasant Run Apartments 99% 3/1/99
94 Chalet Apartments & Commercial Plaza 95% 12/30/98
95 West Ashley Shoppes Shopping Center 98% 3/24/99
96 Hampton Inn - Anchorage Hampton Inn N/A N/A
97 Pacific Isle Apartments 97% 1/31/99
98 Sunset Crest Apartments 96% 1/31/99
99 Skyline Apartments 91% 3/25/99
100 Hampton Inn & Suites - Annapolis Hampton Inn & Suites N/A N/A
101 Carlisle Commerce Center 100% 11/5/98
102 Glendale Medical Arts Center 100% 12/31/98
103 Batavia Wood Medical Center 88% 2/19/99
104 Village Green Plaza Shopping Center 100% 1/1/99
105 South Bank Riverwalk Retail 100% 2/24/98
106 Pickwick Apartments 98% 12/10/98
107 The Villas of Buena Vista Apartments (1M) 93% 3/31/99
108 The Parkview Apartments - TX (1M) 94% 3/31/99
109 Madras Apartments (1M) 86% 3/31/99
110 Alexandria Apartments - TX (1M) 100% 3/31/99
111 Sandia Park (1M) 85% 3/31/99
112 4300 Travis Apartments (1M) 100% 3/31/99
113 Vista Quarters Condos (1M) 100% 3/31/99
114 3131 Armstrong Condominiums (1M) 100% 3/31/99
115 The Essex (1M) 100% 3/31/99
116 4431 Travis Street Apartments (1M) 100% 5/10/99
117 4432 Buena Vista Apartments (1M) 100% 3/31/99
118 The Annex Apartments (1M) 100% 3/31/99
119 4319 Buena Vista Apartments (1M) 100% 3/31/99
120 The Chase Apartments (1M) 100% 3/31/99
121 Avalon Apartments (1M) 100% 3/31/99
122 Point Breeze Apartments 90% 1/22/99
123 Hidden Oaks Apartments 87% 3/25/99
124 El Monte Shopping Center 100% 2/1/99
125 Casa Real Apartments 86% 3/31/99
126 The Plaza Apartments 98% 12/31/98
127 Washington Square Shopping Center 99% 3/1/99
128 Beechnut Village Shopping Center 92% 5/5/99
129 Anaheim Mobile Estates 100% 2/1/99
130 Westridge Marketplace 100% 12/24/98
131 McGehee Park Apartments 95% 3/1/99
132 Cypress Center 86% 5/1/98
133 Best Western - Miramar Best Western N/A N/A
134 Garden City Tower 99% 8/13/98
135 Tradewinds Apartments 98% 4/14/99
136 Highland Country Estates 100% 2/28/99
137 The Highlands Apartments 94% 1/28/99
138 8800 Roswell Road Office Park 100% 2/11/99
139 Turf Mobile Manor 99% 12/9/98
140 Oakwood Village Apartments 96% 4/13/99
141 La Salle Crossing Apartments 85% 3/25/99
142 Wynnewood Greens Apartments 97% 1/8/99
143 Comfort Inn - Augusta Comfort Inn N/A N/A
144 220 Jackson Street 100% 2/4/99
145 Weis Plaza 96% 12/17/98
146 75 Canton Office Park 99% 1/21/99
147 Capital Heights Shopping Center (2) 100% 1/1/99
148 Emerald Center 90% 9/1/98
149 NationsBank Office Building 100% 3/1/99
150 Pecos Trail Office Compound, Phase III 97% 1/1/99
151 HealthSouth Medical Plaza 100% 4/19/99
152 Hampton Inn - Louisville Hampton Inn N/A N/A
153 Holiday Inn - Augusta Holiday Inn N/A N/A
154 Nassau Bay Village Apartments 94% 3/1/99
155 West Knoll Apartments 98% 2/12/99
156 Best Western - San Mateo Los Prados Inn Best Western N/A N/A
<CAPTION>
Most Recent
Operating Most Most
Statement Recent Recent
# Property Name Date Revenue Expenses
<S> <C> <C> <C> <C>
79 Carrollton Place Apartments 12/31/98 1,042,915 247,069
80 Welshwood Apartments 10/31/98 1,549,996 616,573
81 Summit Square Shopping Center 12/31/98 1,681,658 549,571
82 Park Ridge Apartments 12/31/98 2,338,736 1,346,605
83 294-306A Harvard Street 11/30/98 1,029,010 197,262
84 929 Pearl Street (1L) 11/30/99 600,176 109,809
85 2005 Tenth Street (1L) 9/30/98 426,938 132,317
86 Industrial Warehouse N/A N/A N/A
87 Mesa Dunes Mobile Home Park 11/30/98 1,330,022 391,887
88 Pleasant Hill Executive Park 10/31/98 1,435,883 535,841
89 Best Western - Stratford Inn 1/31/99 2,379,483 1,166,686
90 Silverside-Carr Corporate Center 12/31/98 1,728,633 433,862
91 Country Corners Apartments 12/31/98 1,670,917 642,814
92 Bell Palm Plaza 10/31/98 1,168,865 278,329
93 Pleasant Run Apartments 12/31/98 1,433,242 699,699
94 Chalet Apartments & Commercial Plaza 12/31/98 1,641,505 788,370
95 West Ashley Shoppes Shopping Center 12/31/98 1,115,240 269,801
96 Hampton Inn - Anchorage 1/31/99 3,149,024 1,655,857
97 Pacific Isle Apartments 3/31/99 1,178,245 431,939
98 Sunset Crest Apartments 1/31/99 1,129,242 444,802
99 Skyline Apartments 12/31/98 1,742,964 902,438
100 Hampton Inn & Suites - Annapolis 1/31/99 2,771,720 1,678,785
101 Carlisle Commerce Center 10/31/98 895,834 153,441
102 Glendale Medical Arts Center 12/31/98 998,368 240,357
103 Batavia Wood Medical Center 12/31/98 1,008,325 351,115
104 Village Green Plaza Shopping Center 12/31/98 1,005,605 313,250
105 South Bank Riverwalk Retail 5/31/98 1,864,413 520,967
106 Pickwick Apartments 12/31/98 1,142,331 526,835
107 The Villas of Buena Vista Apartments (1M) 12/31/98 171,124 45,820
108 The Parkview Apartments - TX (1M) 12/31/98 106,755 16,452
109 Madras Apartments (1M) 12/31/98 117,861 28,573
110 Alexandria Apartments - TX (1M) 12/31/98 143,133 23,412
111 Sandia Park (1M) 12/31/98 118,441 39,419
112 4300 Travis Apartments (1M) 12/31/98 77,380 9,241
113 Vista Quarters Condos (1M) 12/31/98 66,450 7,047
114 3131 Armstrong Condominiums (1M) 12/31/98 80,175 12,509
115 The Essex (1M) 12/31/98 84,810 29,589
116 4431 Travis Street Apartments (1M) 12/31/98 38,026 8,156
117 4432 Buena Vista Apartments (1M) 12/31/98 44,639 8,945
118 The Annex Apartments (1M) 12/31/98 20,407 6,510
119 4319 Buena Vista Apartments (1M) 12/31/98 32,619 6,527
120 The Chase Apartments (1M) 12/31/98 34,225 13,914
121 Avalon Apartments (1M) 12/31/98 26,955 8,612
122 Point Breeze Apartments 12/31/98 1,122,764 597,361
123 Hidden Oaks Apartments 12/31/98 1,153,875 565,055
124 El Monte Shopping Center 12/31/98 761,338 238,153
125 Casa Real Apartments 12/31/98 1,330,669 567,048
126 The Plaza Apartments 12/31/98 962,835 356,330
127 Washington Square Shopping Center 12/31/98 595,780 170,309
128 Beechnut Village Shopping Center 2/28/99 835,161 246,751
129 Anaheim Mobile Estates 12/31/98 1,745,761 596,936
130 Westridge Marketplace 12/31/98 866,279 168,001
131 McGehee Park Apartments 12/31/98 1,037,655 556,750
132 Cypress Center 4/30/98 1,004,256 169,000
133 Best Western - Miramar 1/31/99 1,907,365 991,643
134 Garden City Tower 3/31/98 1,259,236 677,275
135 Tradewinds Apartments 12/31/98 1,084,153 603,259
136 Highland Country Estates 12/31/98 694,766 196,895
137 The Highlands Apartments 12/31/98 1,103,166 593,442
138 8800 Roswell Road Office Park 12/31/98 959,059 432,507
139 Turf Mobile Manor 11/30/98 724,184 243,936
140 Oakwood Village Apartments 2/28/99 1,049,616 509,595
141 La Salle Crossing Apartments 12/31/98 1,159,381 649,185
142 Wynnewood Greens Apartments 12/31/98 1,016,635 561,895
143 Comfort Inn - Augusta 12/31/98 1,662,335 1,042,026
144 220 Jackson Street 1/31/99 447,278 111,542
145 Weis Plaza 9/30/98 599,329 192,929
146 75 Canton Office Park 12/31/98 1,127,144 557,758
147 Capital Heights Shopping Center (2) 12/31/98 554,963 90,062
148 Emerald Center 11/30/98 684,545 152,644
149 NationsBank Office Building 1/31/99 873,241 393,918
150 Pecos Trail Office Compound, Phase III 12/31/98 569,710 88,379
151 HealthSouth Medical Plaza 12/31/98 351,323 91,443
152 Hampton Inn - Louisville 1/31/99 1,756,313 971,708
153 Holiday Inn - Augusta 12/31/98 1,521,779 917,685
154 Nassau Bay Village Apartments 3/31/99 783,412 356,976
155 West Knoll Apartments 12/31/98 740,988 252,587
156 Best Western - San Mateo Los Prados Inn 10/31/98 2,530,138 1,511,954
<CAPTION>
Most Most
Recent Recent U/W
# Property Name NOI DSCR (4) NOI
<S> <C> <C> <C> <C>
79 Carrollton Place Apartments 795,846 1.14 872,236
80 Welshwood Apartments 933,423 1.34 925,581
81 Summit Square Shopping Center 1,132,087 1.53 1,126,076
82 Park Ridge Apartments 992,131 1.47 1,165,439
83 294-306A Harvard Street 831,748 1.22 883,466
84 929 Pearl Street (1L) 490,367 1.21 479,470
85 2005 Tenth Street (1L) 294,621 1.21 388,593
86 Industrial Warehouse N/A N/A 948,609
87 Mesa Dunes Mobile Home Park 938,135 1.50 924,116
88 Pleasant Hill Executive Park 900,042 1.37 988,638
89 Best Western - Stratford Inn 1,212,797 1.81 1,165,038
90 Silverside-Carr Corporate Center 1,294,771 2.14 1,124,195
91 Country Corners Apartments 1,028,103 1.82 979,865
92 Bell Palm Plaza 890,536 1.46 877,613
93 Pleasant Run Apartments 733,543 1.28 746,975
94 Chalet Apartments & Commercial Plaza 853,135 1.58 851,990
95 West Ashley Shoppes Shopping Center 845,439 1.45 913,646
96 Hampton Inn - Anchorage 1,493,167 2.33 1,229,953
97 Pacific Isle Apartments 746,306 1.38 722,841
98 Sunset Crest Apartments 684,440 1.28 728,117
99 Skyline Apartments 840,526 1.58 970,548
100 Hampton Inn & Suites - Annapolis 1,092,935 1.85 990,393
101 Carlisle Commerce Center 742,393 1.35 760,728
102 Glendale Medical Arts Center 758,011 1.47 744,449
103 Batavia Wood Medical Center 657,210 1.22 840,252
104 Village Green Plaza Shopping Center 692,355 1.34 711,015
105 South Bank Riverwalk Retail 1,343,446 2.48 1,097,945
106 Pickwick Apartments 615,496 1.38 606,889
107 The Villas of Buena Vista Apartments (1M) 125,304 1.85 84,488
108 The Parkview Apartments - TX (1M) 90,303 1.85 63,902
109 Madras Apartments (1M) 89,288 1.85 61,927
110 Alexandria Apartments - TX (1M) 119,721 1.85 66,867
111 Sandia Park (1M) 79,022 1.85 56,214
112 4300 Travis Apartments (1M) 68,139 1.85 52,202
113 Vista Quarters Condos (1M) 59,403 1.85 44,559
114 3131 Armstrong Condominiums (1M) 67,666 1.85 45,342
115 The Essex (1M) 55,221 1.85 42,919
116 4431 Travis Street Apartments (1M) 29,870 1.85 25,572
117 4432 Buena Vista Apartments (1M) 35,694 1.85 23,096
118 The Annex Apartments (1M) 13,897 1.85 22,813
119 4319 Buena Vista Apartments (1M) 26,092 1.85 16,926
120 The Chase Apartments (1M) 20,311 1.85 14,266
121 Avalon Apartments (1M) 18,343 1.85 12,235
122 Point Breeze Apartments 525,403 1.18 595,059
123 Hidden Oaks Apartments 588,820 1.36 619,043
124 El Monte Shopping Center 523,185 1.24 680,887
125 Casa Real Apartments 763,621 1.86 804,474
126 The Plaza Apartments 606,505 1.36 579,641
127 Washington Square Shopping Center 425,471 0.93 717,867
128 Beechnut Village Shopping Center 588,410 1.30 610,269
129 Anaheim Mobile Estates 1,148,825 2.28 1,077,633
130 Westridge Marketplace 698,278 1.64 653,016
131 McGehee Park Apartments 480,905 1.14 645,132
132 Cypress Center 835,256 1.86 717,017
133 Best Western - Miramar 915,722 2.00 776,882
134 Garden City Tower 581,961 1.50 547,068
135 Tradewinds Apartments 480,894 1.18 554,188
136 Highland Country Estates 497,871 1.28 496,601
137 The Highlands Apartments 509,724 1.29 521,549
138 8800 Roswell Road Office Park 526,552 1.41 617,379
139 Turf Mobile Manor 480,248 1.30 489,300
140 Oakwood Village Apartments 540,021 1.54 513,366
141 La Salle Crossing Apartments 510,196 1.46 533,639
142 Wynnewood Greens Apartments 454,740 1.30 582,772
143 Comfort Inn - Augusta 620,309 1.64 614,270
144 220 Jackson Street 335,736 0.97 462,094
145 Weis Plaza 406,400 1.21 492,185
146 75 Canton Office Park 569,386 1.69 571,202
147 Capital Heights Shopping Center (2) 464,901 1.43 445,136
148 Emerald Center 531,901 1.56 507,371
149 NationsBank Office Building 479,323 1.44 500,616
150 Pecos Trail Office Compound, Phase III 481,331 1.47 472,235
151 HealthSouth Medical Plaza 259,880 0.79 474,417
152 Hampton Inn - Louisville 784,605 2.34 662,966
153 Holiday Inn - Augusta 604,094 1.78 535,364
154 Nassau Bay Village Apartments 426,436 1.55 396,460
155 West Knoll Apartments 488,401 1.52 470,452
156 Best Western - San Mateo Los Prados Inn 1,018,184 3.09 818,660
<CAPTION>
U/W U/W
# Property Name NCF DSCR (4)
<S> <C> <C> <C>
79 Carrollton Place Apartments 842,836 1.21
80 Welshwood Apartments 873,381 1.26
81 Summit Square Shopping Center 1,070,620 1.44
82 Park Ridge Apartments 1,024,189 1.52
83 294-306A Harvard Street 864,771 1.26
84 929 Pearl Street (1L) 455,193 1.26
85 2005 Tenth Street (1L) 361,810 1.26
86 Industrial Warehouse 868,362 1.32
87 Mesa Dunes Mobile Home Park 902,058 1.44
88 Pleasant Hill Executive Park 834,315 1.27
89 Best Western - Stratford Inn 1,052,910 1.57
90 Silverside-Carr Corporate Center 1,005,713 1.66
91 Country Corners Apartments 905,355 1.60
92 Bell Palm Plaza 783,658 1.28
93 Pleasant Run Apartments 687,364 1.20
94 Chalet Apartments & Commercial Plaza 780,404 1.44
95 West Ashley Shoppes Shopping Center 807,922 1.39
96 Hampton Inn - Anchorage 1,108,690 1.73
97 Pacific Isle Apartments 686,557 1.27
98 Sunset Crest Apartments 696,212 1.30
99 Skyline Apartments 891,048 1.68
100 Hampton Inn & Suites - Annapolis 856,215 1.45
101 Carlisle Commerce Center 691,654 1.26
102 Glendale Medical Arts Center 693,957 1.35
103 Batavia Wood Medical Center 724,333 1.35
104 Village Green Plaza Shopping Center 650,986 1.26
105 South Bank Riverwalk Retail 1,046,924 1.93
106 Pickwick Apartments 568,889 1.27
107 The Villas of Buena Vista Apartments (1M) 80,988 1.22
108 The Parkview Apartments - TX (1M) 59,902 1.22
109 Madras Apartments (1M) 58,427 1.22
110 Alexandria Apartments - TX (1M) 60,867 1.22
111 Sandia Park (1M) 51,214 1.22
112 4300 Travis Apartments (1M) 50,452 1.22
113 Vista Quarters Condos (1M) 43,059 1.22
114 3131 Armstrong Condominiums (1M) 42,842 1.22
115 The Essex (1M) 38,919 1.22
116 4431 Travis Street Apartments (1M) 23,822 1.22
117 4432 Buena Vista Apartments (1M) 21,096 1.22
118 The Annex Apartments (1M) 21,813 1.22
119 4319 Buena Vista Apartments (1M) 15,818 1.22
120 The Chase Apartments (1M) 13,016 1.22
121 Avalon Apartments (1M) 11,235 1.22
122 Point Breeze Apartments 547,059 1.23
123 Hidden Oaks Apartments 559,043 1.29
124 El Monte Shopping Center 631,232 1.49
125 Casa Real Apartments 739,704 1.80
126 The Plaza Apartments 548,641 1.23
127 Washington Square Shopping Center 604,841 1.32
128 Beechnut Village Shopping Center 570,056 1.26
129 Anaheim Mobile Estates 1,066,183 2.12
130 Westridge Marketplace 579,649 1.36
131 McGehee Park Apartments 581,919 1.38
132 Cypress Center 665,545 1.48
133 Best Western - Miramar 687,180 1.50
134 Garden City Tower 496,918 1.28
135 Tradewinds Apartments 498,188 1.22
136 Highland Country Estates 484,851 1.25
137 The Highlands Apartments 475,549 1.20
138 8800 Roswell Road Office Park 482,887 1.29
139 Turf Mobile Manor 481,420 1.30
140 Oakwood Village Apartments 471,787 1.34
141 La Salle Crossing Apartments 475,639 1.36
142 Wynnewood Greens Apartments 541,572 1.55
143 Comfort Inn - Augusta 548,923 1.45
144 220 Jackson Street 437,254 1.27
145 Weis Plaza 449,669 1.34
146 75 Canton Office Park 455,536 1.35
147 Capital Heights Shopping Center (2) 434,860 1.33
148 Emerald Center 445,362 1.30
149 NationsBank Office Building 431,307 1.29
150 Pecos Trail Office Compound, Phase III 433,858 1.33
151 HealthSouth Medical Plaza 423,083 1.29
152 Hampton Inn - Louisville 579,335 1.73
153 Holiday Inn - Augusta 477,293 1.41
154 Nassau Bay Village Apartments 364,960 1.33
155 West Knoll Apartments 445,452 1.38
156 Best Western - San Mateo Los Prados Inn 727,130 2.21
</TABLE>
<PAGE>
Additional Mortgage Loan Information
<TABLE>
<CAPTION>
Property Property
# Property Name Type Sub-type
<S> <C> <C> <C>
157 Parkway Shopping Center Retail Anchored
158 1600 Congress Street/343 Forest Avenue Mixed Use Medical Office/Retail
159 Scenic View Apartments Multifamily
160 Mustang Crossing Apartments Multifamily
161 Meadow Crossing Apartments Multifamily
162 Owens Corning Manufacturing Warehouse Industrial
163 Daley Square Retail Unanchored
164 Old Florida Plaza Retail Unanchored
165 Arrowhead Creekside Center Office
166 Holiday Inn - Clovis Hotel Full Service
167 3005 Peachtree Road Mixed Use Office/Retail
168 Hampton Inn - Columbus East Hotel Limited Service
169 Newport Towers Multifamily
170 Mont Michel Apartments Multifamily
171 Soniat House Hotel Hotel Limited Service
172 Fairview Market Retail Anchored
173 Montclaire Apartments Multifamily
174 Embassy Building Office
175 Park Terrace Apartments Multifamily
176 Westheimer Plaza Shopping Center Retail Unanchored
177 129-133 West 29th Street Office
178 Woodspear/Vista Flores Apartments Multifamily
179 Clarendon CVS Retail Anchored
180 A Storage Place Phases I & II Self Storage
181 135 Raritan Center Parkway Industrial
182 The Treasury Center Retail Unanchored
183 Crescent View Apartments Multifamily
184 Comfort Suites Intercontinental Plaza Hotel Limited Service
185 Cottonwood Medical & Dental Center Office
186 Blue Bell Shopping Center Retail Anchored
187 Sun Plaza Retail Unanchored
188 Kirkland Business Center Industrial
189 Colima Plaza Retail Unanchored
190 Kmart - Columbus Retail Anchored
191 Briarwood Mobile Home Park Manufactured Housing
192 Ohio Valley Nursing Home Healthcare
193 Forest Edge Apartments Multifamily
194 Sonora Crossroads Retail Shadow Anchored
195 Crystal Springs Apartments Multifamily
196 Chateau Park Apartments Multifamily
197 Scottsdale Air Park Industrial
198 Preston Royal Office Park Office
199 Regent Place Office Building Office
200 Dale Terrace Apartments Multifamily
201 Woodside Apartments Multifamily
202 Virginia Dare Office Building Office
203 Rustic Ridge Apartments Multifamily
204 Heritage Square Retail Center Retail Shadow Anchored
205 Kessel Food Market - Flushing (1N) Retail Unanchored
206 Kessel Food Market - Grand Blanc (1N) Retail Unanchored
207 178-188 Middle Street Mixed Use Office/Retail
208 350 Raritan Center Parkway Industrial
209 El San Juan Mobile Home Park Manufactured Housing
210 Meadowood Apartments Multifamily
211 Country Club Corner Retail Center Retail Shadow Anchored
212 Vagabond Apartments Multifamily
213 Esprit Office Building Office
214 Mission Plaza Retail Unanchored
215 Broussard Village Shopping Center Retail Shadow Anchored
216 Another Attic Self Storage Self Storage
217 Raintree Apartments Multifamily
218 Jeffco Plaza Industrial
219 Ramada Inn - Chatsworth Hotel Full Service
220 Preston Plaza Retail Unanchored
221 U.S. Storage Centers Self Storage
222 Comfort Inn - San Jose Hotel Limited Service
223 A-1 Mini Storage Self Storage
224 Sandpiper Apartments Multifamily
225 Plantation Xtra Storage Self Storage
226 Perimeter Plaza Shopping Center Retail Anchored
227 Red Oak Apartments (1O) Multifamily
228 Diplomat Apartments (1O) Multifamily
229 Waterston Apartments (1O) Multifamily
230 Montage Apartments (1O) Multifamily
231 Melroy Apartments (1O) Multifamily
232 Envoy Apartments (1O) Multifamily
233 Sixth & Gass Office Building Office
234 Rancho Los Amigos Manufactured Housing
<CAPTION>
Occupancy Date of
Hotel Rate at Occupancy
# Property Name Franchise Underwriting (3) Rate
<S> <C> <C> <C> <C>
157 Parkway Shopping Center 96% 4/21/99
158 1600 Congress Street/343 Forest Avenue 100% 9/1/98
159 Scenic View Apartments 97% 12/30/98
160 Mustang Crossing Apartments 96% 2/28/99
161 Meadow Crossing Apartments 94% 2/1/99
162 Owens Corning Manufacturing Warehouse 100% 6/5/98
163 Daley Square 95% 4/30/99
164 Old Florida Plaza 99% 4/15/99
165 Arrowhead Creekside Center 100% 3/15/99
166 Holiday Inn - Clovis Holiday Inn N/A N/A
167 3005 Peachtree Road 77% 1/11/99
168 Hampton Inn - Columbus East Hampton Inn N/A N/A
169 Newport Towers 94% 12/1/98
170 Mont Michel Apartments 99% 1/31/99
171 Soniat House Hotel N/A N/A N/A
172 Fairview Market 95% 2/10/98
173 Montclaire Apartments 98% 1/28/99
174 Embassy Building 96% 8/31/98
175 Park Terrace Apartments 97% 3/31/99
176 Westheimer Plaza Shopping Center 100% 5/19/99
177 129-133 West 29th Street 88% 4/27/99
178 Woodspear/Vista Flores Apartments 100% 3/22/99
179 Clarendon CVS 76% 11/12/98
180 A Storage Place Phases I & II 82% 10/22/98
181 135 Raritan Center Parkway 100% 3/1/99
182 The Treasury Center 96% 3/19/99
183 Crescent View Apartments 92% 12/21/98
184 Comfort Suites Intercontinental Plaza Comfort Suites N/A N/A
185 Cottonwood Medical & Dental Center 100% 3/10/99
186 Blue Bell Shopping Center 100% 8/5/98
187 Sun Plaza 93% 1/13/99
188 Kirkland Business Center 91% 3/2/99
189 Colima Plaza 83% 12/16/98
190 Kmart - Columbus 100% 4/1/99
191 Briarwood Mobile Home Park 99% 4/15/99
192 Ohio Valley Nursing Home 95% 1/11/99
193 Forest Edge Apartments 98% 10/26/98
194 Sonora Crossroads 100% 1/1/99
195 Crystal Springs Apartments 99% 2/1/99
196 Chateau Park Apartments 98% 2/1/99
197 Scottsdale Air Park 100% 1/21/99
198 Preston Royal Office Park 99% 10/31/98
199 Regent Place Office Building 96% 2/28/99
200 Dale Terrace Apartments 94% 12/2/98
201 Woodside Apartments 79% 3/25/98
202 Virginia Dare Office Building 97% 4/30/99
203 Rustic Ridge Apartments 93% 4/29/99
204 Heritage Square Retail Center 100% 12/8/98
205 Kessel Food Market - Flushing (1N) 100% 12/31/98
206 Kessel Food Market - Grand Blanc (1N) 100% 12/31/98
207 178-188 Middle Street 100% 4/1/99
208 350 Raritan Center Parkway 100% 5/17/99
209 El San Juan Mobile Home Park 98% 2/12/99
210 Meadowood Apartments 100% 1/31/99
211 Country Club Corner Retail Center 89% 4/10/99
212 Vagabond Apartments 100% 1/1/99
213 Esprit Office Building 100% 12/4/98
214 Mission Plaza 100% 3/10/99
215 Broussard Village Shopping Center 83% 2/1/99
216 Another Attic Self Storage 88% 2/28/99
217 Raintree Apartments 96% 4/29/99
218 Jeffco Plaza 100% 10/1/98
219 Ramada Inn - Chatsworth Ramada Inn N/A N/A
220 Preston Plaza 100% 2/11/99
221 U.S. Storage Centers 98% 8/31/98
222 Comfort Inn - San Jose Comfort Inn N/A N/A
223 A-1 Mini Storage 89% 1/31/99
224 Sandpiper Apartments 100% 2/1/99
225 Plantation Xtra Storage 92% 11/30/98
226 Perimeter Plaza Shopping Center 100% 11/25/98
227 Red Oak Apartments (1O) 97% 12/1/98
228 Diplomat Apartments (1O) 100% 12/1/98
229 Waterston Apartments (1O) 100% 12/1/98
230 Montage Apartments (1O) 100% 12/1/98
231 Melroy Apartments (1O) 100% 12/1/98
232 Envoy Apartments (1O) 100% 12/1/98
233 Sixth & Gass Office Building 100% 1/1/99
234 Rancho Los Amigos 97% 12/1/98
<CAPTION>
Most Recent
Operating Most Most
Statement Recent Recent
# Property Name Date Revenue Expenses
<S> <C> <C> <C> <C>
157 Parkway Shopping Center 12/31/98 913,645 270,922
158 1600 Congress Street/343 Forest Avenue 12/31/98 609,754 150,153
159 Scenic View Apartments 12/31/98 749,230 396,169
160 Mustang Crossing Apartments 12/31/98 1,011,299 602,969
161 Meadow Crossing Apartments 3/31/99 1,064,724 524,593
162 Owens Corning Manufacturing Warehouse 12/31/98 536,565 12,908
163 Daley Square 12/31/98 516,413 126,897
164 Old Florida Plaza 12/31/98 769,789 299,207
165 Arrowhead Creekside Center 2/28/99 473,567 59,622
166 Holiday Inn - Clovis 12/31/98 2,066,106 1,459,730
167 3005 Peachtree Road 9/30/98 106,613 28,279
168 Hampton Inn - Columbus East 12/31/98 1,592,115 886,096
169 Newport Towers 12/31/98 955,064 497,463
170 Mont Michel Apartments 12/31/98 810,504 386,504
171 Soniat House Hotel 1/31/99 1,863,587 1,019,926
172 Fairview Market 12/31/98 375,632 54,493
173 Montclaire Apartments 12/31/98 716,829 328,437
174 Embassy Building 8/31/98 814,384 342,049
175 Park Terrace Apartments 3/31/99 577,463 254,356
176 Westheimer Plaza Shopping Center 10/31/98 501,877 131,246
177 129-133 West 29th Street 12/31/98 827,390 347,839
178 Woodspear/Vista Flores Apartments 12/31/98 614,960 264,869
179 Clarendon CVS 12/31/98 393,500 68,560
180 A Storage Place Phases I & II 10/31/98 736,836 325,510
181 135 Raritan Center Parkway 12/31/98 644,785 219,817
182 The Treasury Center 12/31/98 615,153 214,443
183 Crescent View Apartments 2/28/99 644,311 357,105
184 Comfort Suites Intercontinental Plaza 1/31/99 1,220,865 719,815
185 Cottonwood Medical & Dental Center 12/31/98 506,569 150,478
186 Blue Bell Shopping Center 9/30/98 456,497 88,689
187 Sun Plaza 12/31/98 519,137 165,552
188 Kirkland Business Center 12/31/98 628,610 151,940
189 Colima Plaza 12/31/98 456,273 128,504
190 Kmart - Columbus 3/12/99 316,001 3,192
191 Briarwood Mobile Home Park 12/31/98 546,263 262,835
192 Ohio Valley Nursing Home 10/31/98 2,693,187 2,179,232
193 Forest Edge Apartments 9/30/98 627,351 295,797
194 Sonora Crossroads 10/31/98 409,539 67,667
195 Crystal Springs Apartments 12/31/98 704,758 387,242
196 Chateau Park Apartments 12/31/98 688,785 380,390
197 Scottsdale Air Park 12/13/98 407,471 84,250
198 Preston Royal Office Park 11/30/98 906,321 460,893
199 Regent Place Office Building 12/31/98 594,806 276,940
200 Dale Terrace Apartments 3/31/99 840,319 456,696
201 Woodside Apartments 12/31/98 797,367 468,620
202 Virginia Dare Office Building 12/31/98 512,329 203,121
203 Rustic Ridge Apartments 3/31/98 486,084 174,516
204 Heritage Square Retail Center 11/30/98 549,794 150,801
205 Kessel Food Market - Flushing (1N) 11/30/98 247,419 68,253
206 Kessel Food Market - Grand Blanc (1N) 11/30/98 200,989 51,275
207 178-188 Middle Street 12/31/98 571,903 187,564
208 350 Raritan Center Parkway N/A N/A N/A
209 El San Juan Mobile Home Park 2/28/99 489,114 235,117
210 Meadowood Apartments 3/31/99 511,900 242,410
211 Country Club Corner Retail Center 11/30/98 340,778 62,299
212 Vagabond Apartments 6/30/98 413,062 131,984
213 Esprit Office Building 9/30/98 549,528 228,415
214 Mission Plaza 12/31/98 376,003 53,781
215 Broussard Village Shopping Center N/A N/A N/A
216 Another Attic Self Storage 3/31/99 424,180 122,626
217 Raintree Apartments 4/30/98 402,205 157,589
218 Jeffco Plaza 4/30/98 338,145 81,633
219 Ramada Inn - Chatsworth 12/31/98 1,113,534 668,395
220 Preston Plaza 1/31/99 300,868 62,076
221 U.S. Storage Centers 10/31/98 432,755 152,870
222 Comfort Inn - San Jose 12/31/98 1,094,463 582,407
223 A-1 Mini Storage 12/31/98 367,092 97,740
224 Sandpiper Apartments 12/31/98 417,512 169,323
225 Plantation Xtra Storage 10/31/98 598,944 258,413
226 Perimeter Plaza Shopping Center 12/31/98 337,531 63,990
227 Red Oak Apartments (1O) 12/31/98 192,548 91,600
228 Diplomat Apartments (1O) 12/31/98 92,746 41,724
229 Waterston Apartments (1O) 12/31/98 83,096 39,033
230 Montage Apartments (1O) 12/31/98 75,723 38,211
231 Melroy Apartments (1O) 12/31/98 64,706 32,635
232 Envoy Apartments (1O) 12/31/98 55,202 26,849
233 Sixth & Gass Office Building 11/30/98 237,457 66,614
234 Rancho Los Amigos 10/31/98 402,987 182,146
<CAPTION>
Most Most
Recent Recent U/W
# Property Name NOI DSCR (4) NOI
<S> <C> <C> <C> <C>
157 Parkway Shopping Center 642,723 2.13 655,810
158 1600 Congress Street/343 Forest Avenue 459,601 1.44 470,954
159 Scenic View Apartments 353,061 1.18 406,762
160 Mustang Crossing Apartments 408,330 1.41 478,999
161 Meadow Crossing Apartments 540,131 1.75 464,253
162 Owens Corning Manufacturing Warehouse 523,657 1.27 520,448
163 Daley Square 389,516 1.33 398,439
164 Old Florida Plaza 470,582 1.64 508,211
165 Arrowhead Creekside Center 413,945 1.44 408,640
166 Holiday Inn - Clovis 606,376 1.85 591,795
167 3005 Peachtree Road 78,334 0.27 388,216
168 Hampton Inn - Columbus East 706,019 2.18 573,911
169 Newport Towers 457,601 1.67 385,975
170 Mont Michel Apartments 424,000 1.40 419,201
171 Soniat House Hotel 843,661 2.78 647,192
172 Fairview Market 321,139 1.26 456,934
173 Montclaire Apartments 388,392 1.47 379,419
174 Embassy Building 472,335 1.78 434,150
175 Park Terrace Apartments 323,107 1.26 342,098
176 Westheimer Plaza Shopping Center 370,631 1.37 380,367
177 129-133 West 29th Street 479,551 1.72 446,577
178 Woodspear/Vista Flores Apartments 350,091 1.41 348,761
179 Clarendon CVS 324,940 1.23 342,688
180 A Storage Place Phases I & II 411,326 1.55 392,486
181 135 Raritan Center Parkway 424,968 1.67 395,274
182 The Treasury Center 400,710 1.47 421,559
183 Crescent View Apartments 287,206 1.21 320,220
184 Comfort Suites Intercontinental Plaza 501,050 1.85 471,463
185 Cottonwood Medical & Dental Center 356,091 1.44 400,066
186 Blue Bell Shopping Center 367,808 1.59 313,671
187 Sun Plaza 353,585 1.49 393,410
188 Kirkland Business Center 476,670 1.91 543,215
189 Colima Plaza 327,769 1.34 409,898
190 Kmart - Columbus 312,809 1.33 312,809
191 Briarwood Mobile Home Park 283,428 1.26 297,353
192 Ohio Valley Nursing Home 513,955 2.05 579,706
193 Forest Edge Apartments 331,554 1.46 340,327
194 Sonora Crossroads 341,872 1.51 318,449
195 Crystal Springs Apartments 317,516 1.37 317,557
196 Chateau Park Apartments 308,395 1.46 328,366
197 Scottsdale Air Park 323,221 1.49 300,990
198 Preston Royal Office Park 445,428 1.98 390,045
199 Regent Place Office Building 317,866 1.42 395,670
200 Dale Terrace Apartments 383,623 1.83 335,577
201 Woodside Apartments 328,747 1.61 367,102
202 Virginia Dare Office Building 309,208 1.44 322,879
203 Rustic Ridge Apartments 311,568 1.48 308,594
204 Heritage Square Retail Center 398,993 1.83 323,858
205 Kessel Food Market - Flushing (1N) 179,166 1.51 165,040
206 Kessel Food Market - Grand Blanc (1N) 149,714 1.51 138,046
207 178-188 Middle Street 384,339 1.68 342,234
208 350 Raritan Center Parkway N/A N/A 307,480
209 El San Juan Mobile Home Park 253,997 1.29 280,119
210 Meadowood Apartments 269,490 1.37 257,838
211 Country Club Corner Retail Center 278,479 1.36 292,381
212 Vagabond Apartments 281,078 1.30 290,759
213 Esprit Office Building 321,113 1.61 300,692
214 Mission Plaza 322,222 1.66 294,930
215 Broussard Village Shopping Center N/A N/A 284,801
216 Another Attic Self Storage 301,554 1.47 294,209
217 Raintree Apartments 244,616 1.30 263,281
218 Jeffco Plaza 256,512 1.30 296,651
219 Ramada Inn - Chatsworth 445,139 2.22 383,002
220 Preston Plaza 238,792 1.26 254,557
221 U.S. Storage Centers 279,885 1.51 269,568
222 Comfort Inn - San Jose 512,056 2.52 411,347
223 A-1 Mini Storage 269,352 1.48 271,986
224 Sandpiper Apartments 248,189 1.48 244,367
225 Plantation Xtra Storage 340,531 1.84 319,872
226 Perimeter Plaza Shopping Center 273,541 1.52 255,586
227 Red Oak Apartments (1O) 100,948 1.61 97,699
228 Diplomat Apartments (1O) 51,022 1.61 47,081
229 Waterston Apartments (1O) 44,063 1.61 40,473
230 Montage Apartments (1O) 37,512 1.61 39,608
231 Melroy Apartments (1O) 32,071 1.61 28,428
232 Envoy Apartments (1O) 28,353 1.61 22,929
233 Sixth & Gass Office Building 170,843 1.00 234,100
234 Rancho Los Amigos 220,841 1.37 222,717
<CAPTION>
U/W U/W
# Property Name NCF DSCR (4)
<S> <C> <C> <C>
157 Parkway Shopping Center 574,285 1.91
158 1600 Congress Street/343 Forest Avenue 403,631 1.26
159 Scenic View Apartments 368,041 1.23
160 Mustang Crossing Apartments 420,999 1.46
161 Meadow Crossing Apartments 420,003 1.36
162 Owens Corning Manufacturing Warehouse 510,106 1.23
163 Daley Square 370,324 1.27
164 Old Florida Plaza 445,295 1.55
165 Arrowhead Creekside Center 374,659 1.31
166 Holiday Inn - Clovis 513,692 1.57
167 3005 Peachtree Road 369,592 1.29
168 Hampton Inn - Columbus East 514,830 1.59
169 Newport Towers 352,225 1.28
170 Mont Michel Apartments 372,101 1.23
171 Soniat House Hotel 554,252 1.83
172 Fairview Market 433,800 1.70
173 Montclaire Apartments 348,169 1.32
174 Embassy Building 368,622 1.39
175 Park Terrace Apartments 325,995 1.27
176 Westheimer Plaza Shopping Center 352,648 1.30
177 129-133 West 29th Street 416,079 1.49
178 Woodspear/Vista Flores Apartments 348,761 1.40
179 Clarendon CVS 329,100 1.25
180 A Storage Place Phases I & II 377,669 1.43
181 135 Raritan Center Parkway 323,126 1.27
182 The Treasury Center 397,937 1.46
183 Crescent View Apartments 292,116 1.23
184 Comfort Suites Intercontinental Plaza 424,486 1.57
185 Cottonwood Medical & Dental Center 353,696 1.43
186 Blue Bell Shopping Center 300,882 1.30
187 Sun Plaza 344,508 1.45
188 Kirkland Business Center 449,765 1.80
189 Colima Plaza 366,496 1.50
190 Kmart - Columbus 312,809 1.33
191 Briarwood Mobile Home Park 290,154 1.29
192 Ohio Valley Nursing Home 563,206 2.25
193 Forest Edge Apartments 313,927 1.38
194 Sonora Crossroads 299,570 1.33
195 Crystal Springs Apartments 292,557 1.27
196 Chateau Park Apartments 297,866 1.41
197 Scottsdale Air Park 280,568 1.30
198 Preston Royal Office Park 315,172 1.40
199 Regent Place Office Building 314,678 1.41
200 Dale Terrace Apartments 294,777 1.41
201 Woodside Apartments 318,602 1.56
202 Virginia Dare Office Building 282,806 1.32
203 Rustic Ridge Apartments 279,782 1.33
204 Heritage Square Retail Center 298,736 1.37
205 Kessel Food Market - Flushing (1N) 159,590 1.35
206 Kessel Food Market - Grand Blanc (1N) 133,227 1.35
207 178-188 Middle Street 292,036 1.28
208 350 Raritan Center Parkway 273,720 1.23
209 El San Juan Mobile Home Park 272,419 1.38
210 Meadowood Apartments 244,160 1.24
211 Country Club Corner Retail Center 272,618 1.33
212 Vagabond Apartments 278,009 1.28
213 Esprit Office Building 252,920 1.27
214 Mission Plaza 264,817 1.36
215 Broussard Village Shopping Center 263,371 1.37
216 Another Attic Self Storage 280,485 1.37
217 Raintree Apartments 237,937 1.27
218 Jeffco Plaza 267,682 1.36
219 Ramada Inn - Chatsworth 338,463 1.69
220 Preston Plaza 242,605 1.28
221 U.S. Storage Centers 260,564 1.41
222 Comfort Inn - San Jose 372,009 1.83
223 A-1 Mini Storage 262,336 1.45
224 Sandpiper Apartments 227,867 1.36
225 Plantation Xtra Storage 306,072 1.66
226 Perimeter Plaza Shopping Center 242,247 1.35
227 Red Oak Apartments (1O) 86,299 1.35
228 Diplomat Apartments (1O) 43,181 1.35
229 Waterston Apartments (1O) 35,673 1.35
230 Montage Apartments (1O) 35,408 1.35
231 Melroy Apartments (1O) 24,828 1.35
232 Envoy Apartments (1O) 19,929 1.35
233 Sixth & Gass Office Building 215,076 1.25
234 Rancho Los Amigos 217,667 1.35
</TABLE>
<PAGE>
Additional Mortgage Loan Information
<TABLE>
<CAPTION>
Property Property
# Property Name Type Sub-type
<S> <C> <C> <C>
235 Savemart Shopping Center Retail Shadow Anchored
236 Glenwood Apartments Multifamily
237 Georgian Court/Woodside Apartments Multifamily
238 Everhart Place Apartments Multifamily
239 West 34th Self Storage Self Storage
240 Regency Apartments Multifamily
241 Corona Industrial Center Industrial
242 North American/Lazy "R" Manufactured
Housing Communities Manufactured Housing
243 Harmony Mobile Home Park Manufactured Housing
244 Dunshire Gardens Apartments (1P) Multifamily
245 Alpine Gardens Apartments (1P) Multifamily
246 Delvale Apartments (1P) Multifamily
247 The Northwest Medical Plaza Shopping Center Retail Unanchored
248 Kingsley Business Center Industrial
249 OfficeMax Retail Anchored
250 Rutherford Place Mixed Use Office/Warehouse
251 The Woods II Office Buildings Office
252 Greenville Avenue B & G Retail Unanchored
253 Boulder Ridge Apartments Multifamily
254 Spring Gardens Apartments Multifamily
255 The Admiral Apartments & The Drake Apartments Multifamily
256 Heritage Apartments Multifamily
257 Montgomery Village Executive Plaza Phase I Office
258 Orchard Lake Mini-Storage Self Storage
259 Parker Road Retail Retail Unanchored
260 Smith Shopping Center Retail Unanchored
261 Rivermont Park Industrial
262 SecurCare of Colorado Springs Self Storage
263 Free Street Office Building Office
264 Maple Valley Plaza Retail Unanchored
265 Crestview Apartments Multifamily
266 Cedar Lakes Apartments Multifamily
267 Rose Garden Apartments Multifamily
268 Kmart - Charleston Retail Anchored
269 Edelweiss Apartments Multifamily
270 The Wachler Building Mixed Use Office/Retail
271 CTC II Building Industrial
272 Autumn Ridge Apartments Multifamily
273 Diversey & Sheffield Plaza Retail Unanchored
274 The Pinger Building Mixed Use Office/Retail
275 Elden Professional Building Office
276 Orangetree Apartments Multifamily
277 Silver Cliff Apartments Multifamily
278 Granada Plaza Retail Unanchored
279 Summitwood Village Apartments Multifamily
280 2221 Lee Road Office Building Office
281 All American Mini Storage Self Storage
282 201 Commonwealth Court Office
283 Olde Oaks Apartments Multifamily
284 Bouganvillas Apartments Multifamily
285 Martin Mobile Home Park Manufactured Housing
286 Ellendale Place Apartments Multifamily
287 Kessel Food Market - Saginaw Retail Unanchored
288 Talbot Center Retail Unanchored
289 Circle K Mobile Home Park Manufactured Housing
290 Strawberry Hill Apartments Multifamily
291 McGeordan Apartments Multifamily
292 Camel Toe Plaza Shopping Center Retail Unanchored
293 Washington Park Offices Office
294 Denway Circle Apartments Multifamily
295 Oxford Village Apartments Multifamily
296 Space Saver #8 Self-Storage Facility Self Storage
297 Food City Retail Center Retail Unanchored
298 Meadowood I Apartments Multifamily
299 Windy Hill Apartments Multifamily
300 Northgate Plaza Retail Unanchored
301 Lone Mountain Mobile Home Park Manufactured Housing
302 Ogden Apartments Multifamily
303 Oak Lawn Square Retail Unanchored
304 Flat Iron Building Office
305 Baymar Apartments Multifamily
306 Texas City Medical Office Building (1Q) Office
307 Hollyvale Apartments (1Q) Multifamily
308 Grandin Village Apartments Multifamily
309 Riverview Estates Mobile Home Park Manufactured Housing
310 Tree Top Apartments Multifamily
311 871 Islington Street Office
312 Westwood Apartments Multifamily
<CAPTION>
Occupancy Date of
Hotel Rate at Occupancy
# Property Name Franchise Underwriting (3) Rate
<S> <C> <C> <C> <C>
235 Savemart Shopping Center 95% 12/8/98
236 Glenwood Apartments 100% 4/1/99
237 Georgian Court/Woodside Apartments 93% 3/6/99
238 Everhart Place Apartments 99% 4/16/99
239 West 34th Self Storage 88% 3/1/99
240 Regency Apartments 100% 3/2/99
241 Corona Industrial Center 100% 2/15/99
242 North American/Lazy "R" Manufactured Housing Communities 98% 12/1/98
243 Harmony Mobile Home Park 98% 1/31/99
244 Dunshire Gardens Apartments (1P) 96% 4/28/99
245 Alpine Gardens Apartments (1P) 96% 4/28/99
246 Delvale Apartments (1P) 92% 4/28/99
247 The Northwest Medical Plaza Shopping Center 77% 1/1/99
248 Kingsley Business Center 97% 10/1/98
249 OfficeMax 100% 5/15/98
250 Rutherford Place 100% 12/1/98
251 The Woods II Office Buildings 100% 2/23/99
252 Greenville Avenue B & G 100% 1/31/99
253 Boulder Ridge Apartments 96% 3/20/98
254 Spring Gardens Apartments 96% 4/1/99
255 The Admiral Apartments & The Drake Apartments 95% 12/1/98
256 Heritage Apartments 95% 1/1/99
257 Montgomery Village Executive Plaza Phase I 100% 1/25/99
258 Orchard Lake Mini-Storage 98% 3/23/99
259 Parker Road Retail 100% 2/15/99
260 Smith Shopping Center 100% 12/1/98
261 Rivermont Park 80% 2/28/98
262 SecurCare of Colorado Springs 85% 12/31/98
263 Free Street Office Building 100% 3/31/99
264 Maple Valley Plaza 95% 2/1/99
265 Crestview Apartments 98% 8/26/98
266 Cedar Lakes Apartments 91% 1/1/99
267 Rose Garden Apartments 100% 1/1/99
268 Kmart - Charleston 100% 4/1/99
269 Edelweiss Apartments 96% 12/25/98
270 The Wachler Building 100% 3/1/99
271 CTC II Building 100% 1/1/99
272 Autumn Ridge Apartments 98% 5/15/98
273 Diversey & Sheffield Plaza 100% 2/1/99
274 The Pinger Building 100% 12/1/98
275 Elden Professional Building 97% 5/1/99
276 Orangetree Apartments 100% 7/15/98
277 Silver Cliff Apartments 97% 4/20/99
278 Granada Plaza 80% 2/1/99
279 Summitwood Village Apartments 100% 10/6/98
280 2221 Lee Road Office Building 100% 3/31/99
281 All American Mini Storage 88% 10/31/98
282 201 Commonwealth Court 100% 4/30/99
283 Olde Oaks Apartments 93% 2/1/99
284 Bouganvillas Apartments 100% 2/1/99
285 Martin Mobile Home Park 98% 4/2/99
286 Ellendale Place Apartments 100% 2/18/99
287 Kessel Food Market - Saginaw 100% 1/31/99
288 Talbot Center 100% 3/31/99
289 Circle K Mobile Home Park 100% 7/24/98
290 Strawberry Hill Apartments 100% 2/20/99
291 McGeordan Apartments 100% 4/14/99
292 Camel Toe Plaza Shopping Center 100% 5/1/99
293 Washington Park Offices 100% 10/31/98
294 Denway Circle Apartments 91% 3/14/99
295 Oxford Village Apartments 98% 1/11/99
296 Space Saver #8 Self-Storage Facility 99% 1/31/99
297 Food City Retail Center 100% 11/1/98
298 Meadowood I Apartments 100% 3/1/99
299 Windy Hill Apartments 98% 3/10/99
300 Northgate Plaza 95% 3/1/99
301 Lone Mountain Mobile Home Park 98% 1/1/99
302 Ogden Apartments 100% 3/19/99
303 Oak Lawn Square 100% 3/1/99
304 Flat Iron Building 88% 9/1/98
305 Baymar Apartments 100% 2/9/99
306 Texas City Medical Office Building (1Q) 100% 1/15/99
307 Hollyvale Apartments (1Q) 100% 1/8/99
308 Grandin Village Apartments 92% 2/17/99
309 Riverview Estates Mobile Home Park 100% 11/1/98
310 Tree Top Apartments 95% 5/13/99
311 871 Islington Street 92% 11/17/98
312 Westwood Apartments 100% 9/8/98
<CAPTION>
Most Recent
Operating Most Most
Statement Recent Recent
# Property Name Date Revenue Expenses
<S> <C> <C> <C> <C>
235 Savemart Shopping Center 12/31/98 280,819 61,237
236 Glenwood Apartments 12/31/98 409,458 149,343
237 Georgian Court/Woodside Apartments 12/31/98 681,273 440,506
238 Everhart Place Apartments 2/28/99 554,241 322,576
239 West 34th Self Storage 12/31/98 370,216 115,733
240 Regency Apartments 12/31/98 431,170 169,177
241 Corona Industrial Center 12/31/98 275,436 75,798
242 North American/Lazy "R" Manufactured Housing Communities 12/31/98 416,567 166,364
243 Harmony Mobile Home Park 12/31/98 394,958 147,876
244 Dunshire Gardens Apartments (1P) 12/31/98 262,218 94,518
245 Alpine Gardens Apartments (1P) 12/31/98 101,094 36,074
246 Delvale Apartments (1P) 12/31/98 133,463 83,012
247 The Northwest Medical Plaza Shopping Center 12/31/98 341,559 98,020
248 Kingsley Business Center 12/31/98 409,398 133,565
249 OfficeMax 4/8/98 264,375 2,644
250 Rutherford Place 11/30/98 409,766 143,005
251 The Woods II Office Buildings 12/31/98 394,872 151,439
252 Greenville Avenue B & G 12/31/98 300,145 72,933
253 Boulder Ridge Apartments 2/28/99 402,559 190,220
254 Spring Gardens Apartments 3/31/99 523,412 255,162
255 The Admiral Apartments & The Drake Apartments 10/31/98 475,786 265,901
256 Heritage Apartments 6/30/98 351,605 153,819
257 Montgomery Village Executive Plaza Phase I 12/31/98 515,523 155,929
258 Orchard Lake Mini-Storage 12/31/98 272,000 56,291
259 Parker Road Retail 12/31/98 413,486 193,569
260 Smith Shopping Center 12/31/98 312,233 110,790
261 Rivermont Park 4/30/98 739,190 319,304
262 SecurCare of Colorado Springs 12/31/98 321,883 115,536
263 Free Street Office Building 12/31/98 392,917 126,707
264 Maple Valley Plaza 12/31/98 332,590 114,890
265 Crestview Apartments 12/31/98 452,519 250,708
266 Cedar Lakes Apartments 12/31/98 379,914 182,446
267 Rose Garden Apartments 6/30/98 292,019 110,872
268 Kmart - Charleston 3/15/99 395,542 227,860
269 Edelweiss Apartments 12/31/98 307,634 146,582
270 The Wachler Building 12/31/98 319,241 94,807
271 CTC II Building 1/31/99 221,413 42,225
272 Autumn Ridge Apartments 12/31/98 383,846 265,508
273 Diversey & Sheffield Plaza 12/31/98 302,451 134,082
274 The Pinger Building 12/31/98 216,700 87,081
275 Elden Professional Building 3/31/99 286,171 105,394
276 Orangetree Apartments 12/31/98 263,090 86,263
277 Silver Cliff Apartments 12/31/98 386,197 204,323
278 Granada Plaza 12/31/98 239,905 67,811
279 Summitwood Village Apartments 9/30/98 318,308 161,753
280 2221 Lee Road Office Building 12/31/98 281,636 164,457
281 All American Mini Storage 12/31/98 315,011 137,851
282 201 Commonwealth Court 12/31/98 215,663 75,654
283 Olde Oaks Apartments 1/31/99 375,568 209,557
284 Bouganvillas Apartments 12/31/98 201,355 79,320
285 Martin Mobile Home Park 12/31/98 264,321 102,508
286 Ellendale Place Apartments 12/31/98 182,739 28,134
287 Kessel Food Market - Saginaw 8/28/98 170,287 8,514
288 Talbot Center 3/12/99 176,592 37,581
289 Circle K Mobile Home Park 8/31/98 206,840 87,092
290 Strawberry Hill Apartments 3/20/99 428,441 242,491
291 McGeordan Apartments 12/31/98 226,133 82,990
292 Camel Toe Plaza Shopping Center 12/31/98 231,379 47,224
293 Washington Park Offices 12/31/98 281,071 85,569
294 Denway Circle Apartments 12/31/98 311,829 224,294
295 Oxford Village Apartments 12/31/98 224,617 112,466
296 Space Saver #8 Self-Storage Facility 12/31/98 238,359 91,615
297 Food City Retail Center 12/31/98 209,670 93,000
298 Meadowood I Apartments 2/28/99 236,677 114,203
299 Windy Hill Apartments 12/31/98 192,049 73,455
300 Northgate Plaza 3/31/99 190,641 72,042
301 Lone Mountain Mobile Home Park 12/31/98 176,907 52,004
302 Ogden Apartments 12/31/98 237,773 106,744
303 Oak Lawn Square 12/31/98 250,302 121,072
304 Flat Iron Building 1/31/99 279,600 108,500
305 Baymar Apartments 12/31/98 239,646 112,423
306 Texas City Medical Office Building (1Q) 12/31/98 206,701 81,996
307 Hollyvale Apartments (1Q) 12/31/98 159,177 97,604
308 Grandin Village Apartments 12/31/98 255,279 135,308
309 Riverview Estates Mobile Home Park 10/31/98 152,660 23,482
310 Tree Top Apartments 12/31/98 213,944 96,129
311 871 Islington Street 12/31/98 213,406 55,078
312 Westwood Apartments 8/31/98 201,076 58,685
<CAPTION>
Most Most
Recent Recent U/W
# Property Name NOI DSCR (4) NOI
<S> <C> <C> <C> <C>
235 Savemart Shopping Center 219,582 1.31 239,116
236 Glenwood Apartments 260,115 1.60 218,774
237 Georgian Court/Woodside Apartments 240,767 1.37 257,700
238 Everhart Place Apartments 231,665 1.48 238,061
239 West 34th Self Storage 254,483 1.51 241,750
240 Regency Apartments 261,993 1.54 237,809
241 Corona Industrial Center 199,638 1.27 237,159
242 North American/Lazy "R" Manufactured Housing Communities 250,203 1.59 251,662
243 Harmony Mobile Home Park 247,082 1.62 226,845
244 Dunshire Gardens Apartments (1P) 167,700 1.70 145,417
245 Alpine Gardens Apartments (1P) 65,020 1.70 59,827
246 Delvale Apartments (1P) 50,451 1.70 73,757
247 The Northwest Medical Plaza Shopping Center 243,539 1.49 267,595
248 Kingsley Business Center 275,833 1.75 283,734
249 OfficeMax 261,731 1.52 250,156
250 Rutherford Place 266,761 1.76 243,993
251 The Woods II Office Buildings 243,433 1.64 239,854
252 Greenville Avenue B & G 227,212 1.43 216,443
253 Boulder Ridge Apartments 212,339 1.48 206,771
254 Spring Gardens Apartments 268,250 1.83 238,573
255 The Admiral Apartments & The Drake Apartments 209,885 1.51 232,442
256 Heritage Apartments 197,786 1.39 183,050
257 Montgomery Village Executive Plaza Phase I 359,594 1.98 328,234
258 Orchard Lake Mini-Storage 215,709 1.50 214,112
259 Parker Road Retail 219,917 1.58 246,915
260 Smith Shopping Center 201,443 1.62 187,146
261 Rivermont Park 419,886 3.01 395,710
262 SecurCare of Colorado Springs 206,347 1.57 203,886
263 Free Street Office Building 266,210 1.94 230,587
264 Maple Valley Plaza 217,700 1.52 217,817
265 Crestview Apartments 201,811 1.47 192,970
266 Cedar Lakes Apartments 197,468 1.72 184,066
267 Rose Garden Apartments 181,147 1.36 183,097
268 Kmart - Charleston 167,682 1.35 167,043
269 Edelweiss Apartments 161,052 1.31 169,752
270 The Wachler Building 224,434 1.66 191,260
271 CTC II Building 179,188 1.50 166,414
272 Autumn Ridge Apartments 118,338 0.91 205,000
273 Diversey & Sheffield Plaza 168,369 1.40 177,044
274 The Pinger Building 129,619 1.12 186,821
275 Elden Professional Building 180,777 1.49 192,830
276 Orangetree Apartments 176,827 1.69 161,112
277 Silver Cliff Apartments 181,874 1.56 167,518
278 Granada Plaza 172,094 1.44 178,982
279 Summitwood Village Apartments 156,555 1.53 159,512
280 2221 Lee Road Office Building 117,179 1.14 168,038
281 All American Mini Storage 177,160 1.64 194,536
282 201 Commonwealth Court 140,009 1.32 145,662
283 Olde Oaks Apartments 166,011 1.62 151,443
284 Bouganvillas Apartments 122,035 1.36 125,016
285 Martin Mobile Home Park 161,813 1.61 139,993
286 Ellendale Place Apartments 154,605 1.52 130,413
287 Kessel Food Market - Saginaw 161,773 1.70 124,977
288 Talbot Center 139,011 1.43 131,090
289 Circle K Mobile Home Park 119,748 1.37 112,974
290 Strawberry Hill Apartments 185,950 1.96 135,423
291 McGeordan Apartments 143,143 1.53 128,818
292 Camel Toe Plaza Shopping Center 184,155 1.96 151,310
293 Washington Park Offices 195,502 1.96 170,179
294 Denway Circle Apartments 87,535 1.05 134,669
295 Oxford Village Apartments 112,151 1.34 114,151
296 Space Saver #8 Self-Storage Facility 146,744 1.59 139,146
297 Food City Retail Center 116,670 1.33 127,112
298 Meadowood I Apartments 122,474 1.49 121,165
299 Windy Hill Apartments 118,594 1.33 117,765
300 Northgate Plaza 118,599 1.32 129,776
301 Lone Mountain Mobile Home Park 124,903 1.62 111,845
302 Ogden Apartments 131,029 1.55 134,700
303 Oak Lawn Square 129,230 1.55 110,622
304 Flat Iron Building 171,100 1.72 175,970
305 Baymar Apartments 127,223 1.49 123,238
306 Texas City Medical Office Building (1Q) 124,705 2.08 85,450
307 Hollyvale Apartments (1Q) 61,573 2.08 57,432
308 Grandin Village Apartments 119,971 1.44 115,707
309 Riverview Estates Mobile Home Park 129,178 1.64 110,496
310 Tree Top Apartments 117,815 1.57 101,654
311 871 Islington Street 158,328 2.15 138,981
312 Westwood Apartments 142,391 1.82 113,941
<CAPTION>
U/W U/W
# Property Name NCF DSCR (4)
<S> <C> <C> <C>
235 Savemart Shopping Center 210,856 1.26
236 Glenwood Apartments 203,774 1.26
237 Georgian Court/Woodside Apartments 225,450 1.28
238 Everhart Place Apartments 199,205 1.27
239 West 34th Self Storage 232,631 1.38
240 Regency Apartments 220,809 1.30
241 Corona Industrial Center 216,099 1.37
242 North American/Lazy "R" Manufactured Housing Communities 244,310 1.55
243 Harmony Mobile Home Park 220,645 1.45
244 Dunshire Gardens Apartments (1P) 133,417 1.51
245 Alpine Gardens Apartments (1P) 54,077 1.51
246 Delvale Apartments (1P) 64,007 1.51
247 The Northwest Medical Plaza Shopping Center 228,709 1.40
248 Kingsley Business Center 214,748 1.36
249 OfficeMax 246,631 1.43
250 Rutherford Place 198,105 1.31
251 The Woods II Office Buildings 202,939 1.37
252 Greenville Avenue B & G 206,857 1.30
253 Boulder Ridge Apartments 187,349 1.31
254 Spring Gardens Apartments 218,823 1.50
255 The Admiral Apartments & The Drake Apartments 213,442 1.53
256 Heritage Apartments 172,550 1.21
257 Montgomery Village Executive Plaza Phase I 276,882 1.52
258 Orchard Lake Mini-Storage 203,019 1.41
259 Parker Road Retail 209,970 1.50
260 Smith Shopping Center 163,982 1.32
261 Rivermont Park 253,943 1.82
262 SecurCare of Colorado Springs 192,640 1.47
263 Free Street Office Building 186,379 1.36
264 Maple Valley Plaza 183,482 1.28
265 Crestview Apartments 174,196 1.27
266 Cedar Lakes Apartments 158,316 1.38
267 Rose Garden Apartments 173,097 1.30
268 Kmart - Charleston 167,043 1.34
269 Edelweiss Apartments 156,852 1.28
270 The Wachler Building 173,417 1.28
271 CTC II Building 152,668 1.28
272 Autumn Ridge Apartments 161,000 1.24
273 Diversey & Sheffield Plaza 158,307 1.32
274 The Pinger Building 145,708 1.26
275 Elden Professional Building 170,918 1.41
276 Orangetree Apartments 151,362 1.44
277 Silver Cliff Apartments 145,518 1.25
278 Granada Plaza 153,212 1.29
279 Summitwood Village Apartments 149,762 1.46
280 2221 Lee Road Office Building 134,438 1.30
281 All American Mini Storage 183,661 1.70
282 201 Commonwealth Court 130,483 1.23
283 Olde Oaks Apartments 125,693 1.23
284 Bouganvillas Apartments 118,691 1.32
285 Martin Mobile Home Park 133,943 1.33
286 Ellendale Place Apartments 123,813 1.22
287 Kessel Food Market - Saginaw 119,599 1.26
288 Talbot Center 121,269 1.25
289 Circle K Mobile Home Park 110,024 1.26
290 Strawberry Hill Apartments 114,423 1.21
291 McGeordan Apartments 119,818 1.28
292 Camel Toe Plaza Shopping Center 116,384 1.24
293 Washington Park Offices 135,512 1.36
294 Denway Circle Apartments 118,669 1.42
295 Oxford Village Apartments 104,151 1.24
296 Space Saver #8 Self-Storage Facility 128,504 1.40
297 Food City Retail Center 108,216 1.24
298 Meadowood I Apartments 107,665 1.31
299 Windy Hill Apartments 107,515 1.20
300 Northgate Plaza 108,504 1.21
301 Lone Mountain Mobile Home Park 109,295 1.41
302 Ogden Apartments 123,700 1.46
303 Oak Lawn Square 102,991 1.23
304 Flat Iron Building 145,571 1.47
305 Baymar Apartments 112,488 1.32
306 Texas City Medical Office Building (1Q) 70,488 1.32
307 Hollyvale Apartments (1Q) 47,932 1.32
308 Grandin Village Apartments 100,707 1.21
309 Riverview Estates Mobile Home Park 105,946 1.35
310 Tree Top Apartments 92,404 1.23
311 871 Islington Street 105,920 1.44
312 Westwood Apartments 103,941 1.33
</TABLE>
<PAGE>
Additional Mortgage Loan Information
<TABLE>
<CAPTION>
Property Property
# Property Name Type Sub-type
<S> <C> <C> <C>
313 Territorial Village (1R) Retail Unanchored
314 Telshor Tower Plaza (1R) Mixed Use Office/Retail
315 Congress Building Office
316 Continental House Apartments Multifamily
317 Affordable Self Storage Self Storage
318 Iroquois Apartments Multifamily
319 Bay Palm Apartments Multifamily
320 969 & 971 Amsterdam Avenue Multifamily
321 59-15 55th Street Industrial
322 Chesterfield/Eula Apartments Multifamily
323 Carillon Retail Center Retail Unanchored
324 Pine Street Apartments & Blossom Street Apartments Multifamily
325 Penn State Office Building Office
326 Autumn Run Apartments Multifamily
327 Pullman Park Apartments Multifamily
328 Spanish Oaks Apartments Multifamily
329 Ballenger Manor Apartments Multifamily
330 Allen Avenue Apartments Multifamily
331 Skyline Mall Retail Unanchored
332 James Road Medical Center Office
333 Rebecca Apartments Multifamily
334 The Homestead Apartments Multifamily
335 Corona Avenue Apartments Multifamily
336 Sandstone Apartments Multifamily
337 Lynn Villa Apartments Multifamily
338 Savannah Apartments Multifamily
339 Vienna Terrace Apartments Multifamily
340 Alexandria Apartments - CO Multifamily
341 Boynton Vista Apartments Multifamily
342 Navarro Crossing Apartments Multifamily
343 Kordis Apartments Multifamily
Total/Weighted Average
Maximum:
Minimum:
<CAPTION>
Occupancy Date of
Hotel Rate at Occupancy
# Property Name Franchise Underwriting (3) Rate
<S> <C> <C> <C> <C>
313 Territorial Village (1R) 100% 7/1/98
314 Telshor Tower Plaza (1R) 100% 3/1/99
315 Congress Building 98% 1/1/99
316 Continental House Apartments 91% 10/1/98
317 Affordable Self Storage 94% 3/10/99
318 Iroquois Apartments 100% 4/1/99
319 Bay Palm Apartments 100% 1/31/99
320 969 & 971 Amsterdam Avenue 100% 1/1/99
321 59-15 55th Street 100% 2/23/99
322 Chesterfield/Eula Apartments 96% 2/28/99
323 Carillon Retail Center 100% 3/10/99
324 Pine Street Apartments & Blossom Street Apartments 96% 4/1/99
325 Penn State Office Building 100% 5/4/99
326 Autumn Run Apartments 87% 1/31/99
327 Pullman Park Apartments 98% 2/1/99
328 Spanish Oaks Apartments 100% 9/30/98
329 Ballenger Manor Apartments 94% 3/1/99
330 Allen Avenue Apartments 96% 3/1/99
331 Skyline Mall 93% 11/23/98
332 James Road Medical Center 92% 5/7/99
333 Rebecca Apartments 84% 2/1/99
334 The Homestead Apartments 100% 11/1/98
335 Corona Avenue Apartments 100% 1/1/99
336 Sandstone Apartments 96% 10/31/98
337 Lynn Villa Apartments 100% 2/22/99
338 Savannah Apartments 100% 1/31/99
339 Vienna Terrace Apartments 92% 12/18/98
340 Alexandria Apartments - CO 100% 1/1/99
341 Boynton Vista Apartments 100% 9/12/98
342 Navarro Crossing Apartments 88% 10/15/98
343 Kordis Apartments 93% 12/31/98
-------------------------------------------
Total/Weighted Average 96% 1/27/99
===========================================
Maximum: 100% 5/19/99
Minimum: 73% 2/10/98
<CAPTION>
Most Recent
Operating Most Most
Statement Recent Recent
# Property Name Date Revenue Expenses
<S> <C> <C> <C> <C>
313 Territorial Village (1R) 12/31/98 88,284 23,275
314 Telshor Tower Plaza (1R) 12/31/98 52,635 6,162
315 Congress Building 12/31/98 229,936 103,675
316 Continental House Apartments 9/30/98 191,495 99,753
317 Affordable Self Storage 12/31/98 193,873 78,017
318 Iroquois Apartments 12/31/98 166,041 52,712
319 Bay Palm Apartments 12/31/98 145,652 73,641
320 969 & 971 Amsterdam Avenue 3/31/99 153,371 79,669
321 59-15 55th Street N/A N/A N/A
322 Chesterfield/Eula Apartments 12/31/98 169,330 70,477
323 Carillon Retail Center 12/31/98 136,115 49,134
324 Pine Street Apartments & Blossom Street Apartments 12/31/98 145,174 48,211
325 Penn State Office Building 12/31/98 142,509 51,863
326 Autumn Run Apartments 10/31/98 171,025 89,948
327 Pullman Park Apartments 12/31/98 180,477 97,879
328 Spanish Oaks Apartments 12/31/98 173,897 70,613
329 Ballenger Manor Apartments 12/31/98 182,160 72,156
330 Allen Avenue Apartments 12/31/98 143,568 55,172
331 Skyline Mall 12/31/98 105,209 38,064
332 James Road Medical Center 12/31/98 148,378 37,418
333 Rebecca Apartments 3/31/99 204,837 118,747
334 The Homestead Apartments 12/31/98 216,910 96,535
335 Corona Avenue Apartments 12/31/98 89,894 17,910
336 Sandstone Apartments 9/30/98 238,102 158,590
337 Lynn Villa Apartments 12/31/98 184,202 103,779
338 Savannah Apartments 12/31/98 123,656 55,338
339 Vienna Terrace Apartments 8/31/98 127,817 64,293
340 Alexandria Apartments - CO 12/31/98 91,057 29,369
341 Boynton Vista Apartments 12/31/98 80,220 23,526
342 Navarro Crossing Apartments 12/31/98 123,751 57,029
343 Kordis Apartments 8/31/98 79,850 22,887
-----------------------------------------------
Total/Weighted Average $309,604,282 $122,049,610
===============================================
Maximum: $9,615,647 $3,600,420
Minimum: $20,407 $1,057
<CAPTION>
Most Most
Recent Recent U/W
# Property Name NOI DSCR (4) NOI
<S> <C> <C> <C> <C>
313 Territorial Village (1R) 65,009 1.62 81,874
314 Telshor Tower Plaza (1R) 46,473 1.62 37,029
315 Congress Building 126,261 1.85 112,896
316 Continental House Apartments 91,742 1.43 93,603
317 Affordable Self Storage 115,856 1.77 100,676
318 Iroquois Apartments 113,329 1.78 86,121
319 Bay Palm Apartments 72,011 1.26 74,772
320 969 & 971 Amsterdam Avenue 73,702 1.15 98,603
321 59-15 55th Street N/A N/A 96,030
322 Chesterfield/Eula Apartments 98,853 1.56 92,835
323 Carillon Retail Center 86,981 1.43 88,875
324 Pine Street Apartments & Blossom Street Apartments 96,963 1.52 85,969
325 Penn State Office Building 90,646 1.66 79,423
326 Autumn Run Apartments 81,077 1.51 74,616
327 Pullman Park Apartments 82,598 1.59 85,566
328 Spanish Oaks Apartments 103,284 2.08 79,941
329 Ballenger Manor Apartments 110,004 2.15 79,400
330 Allen Avenue Apartments 88,396 1.77 87,586
331 Skyline Mall 67,145 1.23 113,392
332 James Road Medical Center 110,960 2.15 78,237
333 Rebecca Apartments 86,090 1.57 81,232
334 The Homestead Apartments 120,375 2.48 79,269
335 Corona Avenue Apartments 71,984 1.36 68,314
336 Sandstone Apartments 79,512 2.01 69,799
337 Lynn Villa Apartments 80,423 2.01 59,987
338 Savannah Apartments 68,318 1.81 56,297
339 Vienna Terrace Apartments 63,524 1.69 54,569
340 Alexandria Apartments - CO 61,688 2.05 51,017
341 Boynton Vista Apartments 56,694 2.03 37,486
342 Navarro Crossing Apartments 66,722 2.49 47,675
343 Kordis Apartments 56,963 2.51 43,827
--------------------------------------------------------------
Total/Weighted Average $187,554,672 1.43x $196,249,434
=================================================================
Maximum: $6,877,053 3.09x $7,972,482
Minimum: $13,897 0.27x $12,235
<CAPTION>
U/W U/W
# Property Name NCF DSCR (4)
<S> <C> <C> <C>
313 Territorial Village (1R) 70,305 1.49
314 Telshor Tower Plaza (1R) 31,926 1.49
315 Congress Building 88,581 1.30
316 Continental House Apartments 80,957 1.26
317 Affordable Self Storage 88,634 1.36
318 Iroquois Apartments 80,121 1.25
319 Bay Palm Apartments 69,272 1.21
320 969 & 971 Amsterdam Avenue 90,728 1.42
321 59-15 55th Street 86,226 1.38
322 Chesterfield/Eula Apartments 80,585 1.28
323 Carillon Retail Center 76,486 1.26
324 Pine Street Apartments & Blossom Street Apartments 80,219 1.25
325 Penn State Office Building 67,061 1.23
326 Autumn Run Apartments 65,116 1.21
327 Pullman Park Apartments 72,566 1.39
328 Spanish Oaks Apartments 69,594 1.40
329 Ballenger Manor Apartments 71,150 1.39
330 Allen Avenue Apartments 81,836 1.64
331 Skyline Mall 91,460 1.68
332 James Road Medical Center 66,809 1.29
333 Rebecca Apartments 65,632 1.20
334 The Homestead Apartments 62,363 1.28
335 Corona Avenue Apartments 65,314 1.23
336 Sandstone Apartments 55,549 1.41
337 Lynn Villa Apartments 50,987 1.27
338 Savannah Apartments 48,797 1.29
339 Vienna Terrace Apartments 47,979 1.27
340 Alexandria Apartments - CO 47,132 1.57
341 Boynton Vista Apartments 33,778 1.21
342 Navarro Crossing Apartments 38,729 1.45
343 Kordis Apartments 38,301 1.69
-------------------------------------
Total/Weighted Average $180,886,274 1.34x
=====================================
Maximum: $7,507,540 2.25x
Minimum: $11,235 1.20x
</TABLE>
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview
Apartments - FL, Heron's Cove Apartments and Horizons North Apartments,
respectively.
(1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge
Apartments, and Woodscape Apartments, respectively.
(1C) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building
& The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building,
Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct
Warehouse, and Stone Fort Land - Tennessee American Water Company Office
Building, respectively, are cross-collateralized and cross-defaulted.
(1D) The Mortgage Loans secured by Cherry Creek Retirement Village and Remington
Heights Retirement Community, respectively, are cross-collateralized and
cross-defaulted.
(1E) A Single Mortgage Note secured by Two University Plaza, 800-900 Lanidex
Plaza and 140 Littleton Road, respectively.
(1F) A Single Mortgage Note secured by River Haven Mobile Home Park and
Knollwood Estates Mobile Home Park, respectively.
(1G) A Single Mortgage Note secured by U-Haul - Rusfield, U-Haul - San Clemente,
U-Haul - East Colonial and U-Haul - MacArthur Park, respectively.
(1H) A Single Mortgage Note secured by U-Haul - Dublin, U-Haul - Northridge,
U-Haul - Orange Park and U-Haul - Tulsa, respectively.
(1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa
Shopping Center and Crystal Gardens Shopping Center, respectively, are
cross-collateralized and cross-defaulted.
(1J) A Single Mortgage Note secured by U-Haul - Margate, U-Haul - Copperfield,
U-Haul - Hampton, U-Haul - Lodi, respectively.
(1K) A Single Mortgage Note secured by 1384-1450 Park Avenue, Rojacks
Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively.
(1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street,
respectively, are cross-collateralized and cross-defaulted.
(1M) A Single Mortgage Note secured by The Villas of Buena Vista Apartments, The
Parkview Apartments - TX, Madras Apartments, Alexandria Apartments - TX,
Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131 Armstrong
Condominiums, The Essex, 4431 Travis Street Apartments, 4432 Buena Vista
Apartments, The Annex Apartments, 4319 Buena Vista Apartments, The Chase
Apartments and Avalon Apartments, respectively.
(1N) A Single Mortgage Note secured by Kessel Food Market- Flushing and Kessel
Food Market-Grand Blanc, respectively.
(1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments,
Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy
Apartments, respectively, are cross-collateralized and cross-defaulted.
(1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens
Apartments and Delvale Apartments, respectively, are cross-collateralized
and cross-defaulted.
(1Q) The Mortgage Loans secured by Texas City Medical Office Building and
Hollyvale Apartments, respectively, are cross-collateralized and
cross-defaulted.
(1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza,
respectively, are cross-collateralized and cross-defaulted.
(2) The Mortgage Loan secured by Capital Heights Shopping Center has an
interest only period of 24 months from origination and thereafter is
scheduled to amortize over 360 months with the payment presented reflecting
the amount due during the amortization term.
(3) Does not include any Mortgage Loans secured by hotel properties.
(4) DSCR is based on the amount of the monthly payments presented. In the case
of cross-collateralized and cross-defaulted Mortgage Loans the combined
DSCR is presented for each and every related Mortgage Loan.
<PAGE>
Multifamily Schedule
<TABLE>
<CAPTION>
Utilities
Cut-off Date Tenant
# Property Name Balance (2) Pays
<S> <C> <C> <C>
2 Arbor Lake Club Apartments (1A) $30,100,000 Electric
3 The Parkview Apartments - FL (1A) 9,550,000 Electric
4 Heron's Cove Apartments (1A) 9,500,000 None
5 Horizons North Apartments (1A) 8,850,000 None
7 Sterling Point Apartments (1B) 20,751,731 Electric
8 Sandridge Apartments (1B) 15,099,893 Electric
9 Woodscape Apartments (1B) 10,112,736 Electric
16 The Boardwalk 24,917,000 Electric
26 Highland Falls Apartments 21,259,030 Electric/Gas/Water
27 Rancho Ocaso 15,591,171 Electric
29 Sage Crossing Apartments 15,230,469 Electric
32 Sundance Village Apartments 13,799,510 Water
35 Cole Spring Plaza 13,054,552 None
37 Pines of Westbury 12,940,243 Electric
41 Colesville Towers 12,457,514 None
42 North Pointe Apartments 11,209,320 Electric
47 Pinewood Apartments 10,516,842 Electric/Gas
52 Park Knolls Apartments 10,193,814 Electric/Gas
60 The Shadowbrook Apartments 9,397,777 Electric
65 Hazelcrest Place 9,063,117 Electric
73 Tivoli Apartments 8,195,550 Electric/Water/Sewer
79 Carrollton Place Apartments 7,990,665 Electric/Gas
80 Welshwood Apartments 7,934,876 Electric
82 Park Ridge Apartments 7,846,481 Electric
91 Country Corners Apartments 7,033,257 Electric/Gas
93 Pleasant Run Apartments 6,880,000 Electric
94 Chalet Apartments & Commercial Plaza 6,829,146 Electric
97 Pacific Isle Apartments 6,450,000 Electric/Gas
98 Sunset Crest Apartments 6,450,000 Electric/Gas
99 Skyline Apartments 6,449,163 Electric
106 Pickwick Apartments 5,389,808 Electric/Gas
107 The Villas of Buena Vista Apartments (1M) 770,576 Electric
108 The Parkview Apartments - TX (1M) 545,300 Electric
109 Madras Apartments (1M) 528,900 None
110 Alexandria Apartments - TX (1M) 506,300 Electric
111 Sandia Park (1M) 459,000 None
112 4300 Travis Apartments (1M) 428,000 Electric
113 Vista Quarters Condos (1M) 373,500 Electric/Gas/Water
114 3131 Armstrong Condominiums (1M) 365,200 Electric/Gas
115 The Essex (1M) 350,000 None
116 4431 Travis Street Apartments (1M) 208,000 Electric
117 4432 Buena Vista Apartments (1M) 201,171 Electric
118 The Annex Apartments (1M) 195,050 Electric/Gas
119 4319 Buena Vista Apartments (1M) 141,100 Electric
120 The Chase Apartments (1M) 121,049 None
121 Avalon Apartments (1M) 106,854 Electric
122 Point Breeze Apartments 5,297,180 Electric/Water/Sewer
123 Hidden Oaks Apartments 5,296,933 None
125 Casa Real Apartments 5,211,823 None
126 The Plaza Apartments 5,154,834 Electric/Gas
131 McGehee Park Apartments 4,997,349 Electric
134 Garden City Tower 4,869,438 Electric
135 Tradewinds Apartments 4,797,522 Electric
137 The Highlands Apartments 4,697,499 None
140 Oakwood Village Apartments 4,237,646 Electric
141 La Salle Crossing Apartments 4,224,857 Electric
142 Wynnewood Greens Apartments 4,137,687 Electric/Gas
154 Nassau Bay Village Apartments 3,553,801 Electric
155 West Knoll Apartments 3,539,842 Electric
159 Scenic View Apartments 3,462,847 Electric/Gas
160 Mustang Crossing Apartments 3,398,262 Electric
161 Meadow Crossing Apartments 3,397,009 Electric
169 Newport Towers 3,198,419 Electric
170 Mont Michel Apartments 3,196,067 None
173 Montclaire Apartments 3,145,935 Electric
175 Park Terrace Apartments 3,080,000 Electric/Gas
178 Woodspear/Vista Flores Apartments 3,000,000 Electric/Gas
<CAPTION>
Subject Subject
Number of Studio Studio
# Property Name Elevators Units Avg. Rent
<S> <C> <C> <C> <C>
2 Arbor Lake Club Apartments (1A) 5 N/A N/A
3 The Parkview Apartments - FL (1A) 0 N/A N/A
4 Heron's Cove Apartments (1A) 0 36 $420
5 Horizons North Apartments (1A) 0 N/A N/A
7 Sterling Point Apartments (1B) 0 N/A N/A
8 Sandridge Apartments (1B) 0 N/A N/A
9 Woodscape Apartments (1B) 0 48 $325
16 The Boardwalk 0 N/A N/A
26 Highland Falls Apartments 0 N/A N/A
27 Rancho Ocaso 0 N/A N/A
29 Sage Crossing Apartments 0 N/A N/A
32 Sundance Village Apartments 0 N/A N/A
35 Cole Spring Plaza 4 122 $635
37 Pines of Westbury 0 N/A N/A
41 Colesville Towers 4 53 $625
42 North Pointe Apartments 0 N/A N/A
47 Pinewood Apartments 0 40 $437
52 Park Knolls Apartments 0 N/A N/A
60 The Shadowbrook Apartments 0 N/A N/A
65 Hazelcrest Place 3 N/A N/A
73 Tivoli Apartments 0 N/A N/A
79 Carrollton Place Apartments 0 N/A N/A
80 Welshwood Apartments 3 9 $471
82 Park Ridge Apartments 0 N/A N/A
91 Country Corners Apartments 0 2 $392
93 Pleasant Run Apartments 0 N/A N/A
94 Chalet Apartments & Commercial Plaza 0 N/A N/A
97 Pacific Isle Apartments 0 2 $600
98 Sunset Crest Apartments 0 3 $595
99 Skyline Apartments 0 N/A N/A
106 Pickwick Apartments 0 N/A N/A
107 The Villas of Buena Vista Apartments (1M) 0 N/A N/A
108 The Parkview Apartments - TX (1M) 0 N/A N/A
109 Madras Apartments (1M) 0 N/A N/A
110 Alexandria Apartments - TX (1M) 0 N/A N/A
111 Sandia Park (1M) 0 8 $411
112 4300 Travis Apartments (1M) 0 N/A N/A
113 Vista Quarters Condos (1M) 0 N/A N/A
114 3131 Armstrong Condominiums (1M) 0 N/A N/A
115 The Essex (1M) 0 N/A N/A
116 4431 Travis Street Apartments (1M) 0 N/A N/A
117 4432 Buena Vista Apartments (1M) 0 N/A N/A
118 The Annex Apartments (1M) 0 N/A N/A
119 4319 Buena Vista Apartments (1M) 0 N/A N/A
120 The Chase Apartments (1M) 0 N/A N/A
121 Avalon Apartments (1M) 0 N/A N/A
122 Point Breeze Apartments 0 N/A N/A
123 Hidden Oaks Apartments 0 N/A N/A
125 Casa Real Apartments 0 N/A N/A
126 The Plaza Apartments 0 6 $504
131 McGehee Park Apartments 0 N/A N/A
134 Garden City Tower 2 N/A N/A
135 Tradewinds Apartments 0 N/A N/A
137 The Highlands Apartments 0 N/A N/A
140 Oakwood Village Apartments 0 N/A N/A
141 La Salle Crossing Apartments 0 32 $341
142 Wynnewood Greens Apartments 0 N/A N/A
154 Nassau Bay Village Apartments 0 N/A N/A
155 West Knoll Apartments 0 N/A N/A
159 Scenic View Apartments 0 N/A N/A
160 Mustang Crossing Apartments 0 N/A N/A
161 Meadow Crossing Apartments 0 N/A N/A
169 Newport Towers 2 3 $440
170 Mont Michel Apartments 0 6 $377
173 Montclaire Apartments 0 N/A N/A
175 Park Terrace Apartments 0 N/A N/A
178 Woodspear/Vista Flores Apartments 0 N/A N/A
<CAPTION>
Subject Subject Subject
Studio 1 BR 1 BR
# Property Name Max. Rent Units Avg. Rent
<S> <C> <C> <C> <C>
2 Arbor Lake Club Apartments (1A) N/A 482 $663
3 The Parkview Apartments - FL (1A) N/A N/A N/A
4 Heron's Cove Apartments (1A) $455 116 $495
5 Horizons North Apartments (1A) N/A 24 $720
7 Sterling Point Apartments (1B) N/A 679 $407
8 Sandridge Apartments (1B) N/A 260 $478
9 Woodscape Apartments (1B) $325 388 $370
16 The Boardwalk N/A 175 $1,182
26 Highland Falls Apartments N/A 62 $576
27 Rancho Ocaso N/A 96 $693
29 Sage Crossing Apartments N/A 144 $423
32 Sundance Village Apartments N/A N/A N/A
35 Cole Spring Plaza $635 104 $813
37 Pines of Westbury N/A 184 $372
41 Colesville Towers $625 121 $795
42 North Pointe Apartments N/A 162 $468
47 Pinewood Apartments $479 112 $504
52 Park Knolls Apartments N/A 46 $478
60 The Shadowbrook Apartments N/A 64 $516
65 Hazelcrest Place N/A 183 $635
73 Tivoli Apartments N/A 12 $555
79 Carrollton Place Apartments N/A N/A N/A
80 Welshwood Apartments $505 144 $574
82 Park Ridge Apartments N/A 494 $290
91 Country Corners Apartments $409 68 $452
93 Pleasant Run Apartments N/A 144 $479
94 Chalet Apartments & Commercial Plaza N/A 176 $506
97 Pacific Isle Apartments $600 40 $619
98 Sunset Crest Apartments $600 44 $621
99 Skyline Apartments N/A 110 $479
106 Pickwick Apartments N/A 32 $468
107 The Villas of Buena Vista Apartments (1M) N/A N/A N/A
108 The Parkview Apartments - TX (1M) N/A 16 $605
109 Madras Apartments (1M) N/A 7 $663
110 Alexandria Apartments - TX (1M) N/A 24 $515
111 Sandia Park (1M) $425 8 $578
112 4300 Travis Apartments (1M) N/A N/A N/A
113 Vista Quarters Condos (1M) N/A N/A N/A
114 3131 Armstrong Condominiums (1M) N/A 10 $685
115 The Essex (1M) N/A 16 $505
116 4431 Travis Street Apartments (1M) N/A 7 $668
117 4432 Buena Vista Apartments (1M) N/A 8 $550
118 The Annex Apartments (1M) N/A N/A N/A
119 4319 Buena Vista Apartments (1M) N/A 4 $692
120 The Chase Apartments (1M) N/A 5 $596
121 Avalon Apartments (1M) N/A 4 $638
122 Point Breeze Apartments N/A 97 $479
123 Hidden Oaks Apartments N/A 80 $385
125 Casa Real Apartments N/A 52 $368
126 The Plaza Apartments $525 102 $506
131 McGehee Park Apartments N/A 76 $390
134 Garden City Tower N/A 151 $625
135 Tradewinds Apartments N/A 72 $411
137 The Highlands Apartments N/A 60 $386
140 Oakwood Village Apartments N/A 61 $412
141 La Salle Crossing Apartments $425 108 $396
142 Wynnewood Greens Apartments N/A 94 $401
154 Nassau Bay Village Apartments N/A 62 $489
155 West Knoll Apartments N/A 48 $605
159 Scenic View Apartments N/A 16 $460
160 Mustang Crossing Apartments N/A 120 $341
161 Meadow Crossing Apartments N/A 151 $454
169 Newport Towers $440 76 $506
170 Mont Michel Apartments $385 114 $409
173 Montclaire Apartments N/A 69 $426
175 Park Terrace Apartments N/A N/A N/A
178 Woodspear/Vista Flores Apartments N/A N/A N/A
<CAPTION>
Subject Subject Subject
1 BR 2 BR 2 BR
# Property Name Max. Rent Units Avg. Rent
<S> <C> <C> <C> <C>
2 Arbor Lake Club Apartments (1A) $720 230 $790
3 The Parkview Apartments - FL (1A) N/A 208 $733
4 Heron's Cove Apartments (1A) $525 152 $599
5 Horizons North Apartments (1A) $805 228 $838
7 Sterling Point Apartments (1B) $505 243 $575
8 Sandridge Apartments (1B) $550 228 $576
9 Woodscape Apartments (1B) $465 108 $529
16 The Boardwalk $1,360 73 $1,431
26 Highland Falls Apartments $620 206 $670
27 Rancho Ocaso $820 144 $816
29 Sage Crossing Apartments $437 380 $537
32 Sundance Village Apartments N/A 166 $717
35 Cole Spring Plaza $813 41 $1,085
37 Pines of Westbury $400 549 $448
41 Colesville Towers $795 70 $1,037
42 North Pointe Apartments $485 136 $580
47 Pinewood Apartments $594 204 $601
52 Park Knolls Apartments $525 304 $523
60 The Shadowbrook Apartments $540 192 $609
65 Hazelcrest Place $637 52 $687
73 Tivoli Apartments $589 40 $714
79 Carrollton Place Apartments N/A N/A N/A
80 Welshwood Apartments $696 72 $645
82 Park Ridge Apartments $425 71 $422
91 Country Corners Apartments $514 194 $504
93 Pleasant Run Apartments $555 96 $593
94 Chalet Apartments & Commercial Plaza $575 70 $662
97 Pacific Isle Apartments $650 78 $741
98 Sunset Crest Apartments $650 86 $737
99 Skyline Apartments $655 208 $442
106 Pickwick Apartments $510 84 $652
107 The Villas of Buena Vista Apartments (1M) N/A 14 $1,077
108 The Parkview Apartments - TX (1M) $850 N/A N/A
109 Madras Apartments (1M) $700 7 $804
110 Alexandria Apartments - TX (1M) $525 N/A N/A
111 Sandia Park (1M) $600 4 $713
112 4300 Travis Apartments (1M) N/A 7 $979
113 Vista Quarters Condos (1M) N/A 6 $996
114 3131 Armstrong Condominiums (1M) $725 N/A N/A
115 The Essex (1M) $550 N/A N/A
116 4431 Travis Street Apartments (1M) $700 N/A N/A
117 4432 Buena Vista Apartments (1M) $600 N/A N/A
118 The Annex Apartments (1M) N/A 4 $831
119 4319 Buena Vista Apartments (1M) $700 N/A N/A
120 The Chase Apartments (1M) $625 N/A N/A
121 Avalon Apartments (1M) $700 N/A N/A
122 Point Breeze Apartments $575 71 $603
123 Hidden Oaks Apartments $409 80 $409
125 Casa Real Apartments $449 153 $405
126 The Plaza Apartments $625 47 $608
131 McGehee Park Apartments $405 132 $458
134 Garden City Tower $625 19 $743
135 Tradewinds Apartments $440 152 $478
137 The Highlands Apartments $495 116 $514
140 Oakwood Village Apartments $425 143 $469
141 La Salle Crossing Apartments $475 92 $432
142 Wynnewood Greens Apartments $500 111 $451
154 Nassau Bay Village Apartments $560 64 $638
155 West Knoll Apartments $645 52 $685
159 Scenic View Apartments $460 140 $495
160 Mustang Crossing Apartments $380 88 $452
161 Meadow Crossing Apartments $525 26 $623
169 Newport Towers $520 38 $637
170 Mont Michel Apartments $440 36 $566
173 Montclaire Apartments $445 52 $526
175 Park Terrace Apartments N/A 53 $792
178 Woodspear/Vista Flores Apartments N/A 88 $592
<CAPTION>
Subject Subject Subject
2 BR 3 BR 3 BR
# Property Name Max. Rent Units Avg. Rent
<S> <C> <C> <C> <C>
2 Arbor Lake Club Apartments (1A) $835 N/A N/A
3 The Parkview Apartments - FL (1A) $740 N/A N/A
4 Heron's Cove Apartments (1A) $635 20 $765
5 Horizons North Apartments (1A) $945 24 $883
7 Sterling Point Apartments (1B) $690 N/A N/A
8 Sandridge Apartments (1B) $700 16 $775
9 Woodscape Apartments (1B) $610 N/A N/A
16 The Boardwalk $1,670 N/A N/A
26 Highland Falls Apartments $740 146 $779
27 Rancho Ocaso $925 40 $993
29 Sage Crossing Apartments $622 64 $704
32 Sundance Village Apartments $800 138 $813
35 Cole Spring Plaza $1,085 N/A N/A
37 Pines of Westbury $600 207 $596
41 Colesville Towers $1,050 10 $1,225
42 North Pointe Apartments $595 130 $665
47 Pinewood Apartments $669 24 $721
52 Park Knolls Apartments $770 N/A N/A
60 The Shadowbrook Apartments $680 N/A N/A
65 Hazelcrest Place $730 6 $658
73 Tivoli Apartments $740 80 $917
79 Carrollton Place Apartments N/A N/A N/A
80 Welshwood Apartments $779 N/A N/A
82 Park Ridge Apartments $750 N/A N/A
91 Country Corners Apartments $583 21 $620
93 Pleasant Run Apartments $655 N/A N/A
94 Chalet Apartments & Commercial Plaza $745 N/A N/A
97 Pacific Isle Apartments $780 18 $927
98 Sunset Crest Apartments $895 9 $864
99 Skyline Apartments $655 N/A N/A
106 Pickwick Apartments $700 36 $755
107 The Villas of Buena Vista Apartments (1M) $1,300 N/A N/A
108 The Parkview Apartments - TX (1M) N/A N/A N/A
109 Madras Apartments (1M) $875 N/A N/A
110 Alexandria Apartments - TX (1M) N/A N/A N/A
111 Sandia Park (1M) $850 N/A N/A
112 4300 Travis Apartments (1M) $1,100 N/A N/A
113 Vista Quarters Condos (1M) $1,050 N/A N/A
114 3131 Armstrong Condominiums (1M) N/A N/A N/A
115 The Essex (1M) N/A N/A N/A
116 4431 Travis Street Apartments (1M) N/A N/A N/A
117 4432 Buena Vista Apartments (1M) N/A N/A N/A
118 The Annex Apartments (1M) $850 N/A N/A
119 4319 Buena Vista Apartments (1M) N/A N/A N/A
120 The Chase Apartments (1M) N/A N/A N/A
121 Avalon Apartments (1M) N/A N/A N/A
122 Point Breeze Apartments $705 24 $688
123 Hidden Oaks Apartments $469 80 $489
125 Casa Real Apartments $619 20 $588
126 The Plaza Apartments $640 N/A N/A
131 McGehee Park Apartments $515 20 $564
134 Garden City Tower $743 N/A N/A
135 Tradewinds Apartments $515 N/A N/A
137 The Highlands Apartments $615 8 $714
140 Oakwood Village Apartments $575 N/A N/A
141 La Salle Crossing Apartments $595 N/A N/A
142 Wynnewood Greens Apartments $565 2 $688
154 Nassau Bay Village Apartments $850 N/A N/A
155 West Knoll Apartments $760 N/A N/A
159 Scenic View Apartments $525 N/A N/A
160 Mustang Crossing Apartments $500 24 $546
161 Meadow Crossing Apartments $670 N/A N/A
169 Newport Towers $775 18 $757
170 Mont Michel Apartments $585 1 $1,200
173 Montclaire Apartments $545 4 $665
175 Park Terrace Apartments $825 11 $979
178 Woodspear/Vista Flores Apartments $635 N/A N/A
<CAPTION>
Subject Subject Subject Subject
3 BR 4 BR 4 BR 4 BR
# Property Name Max. Rent Units Avg. Rent Max. Rent
<S> <C> <C> <C> <C> <C>
2 Arbor Lake Club Apartments (1A) N/A N/A N/A N/A
3 The Parkview Apartments - FL (1A) N/A N/A N/A N/A
4 Heron's Cove Apartments (1A) $765 N/A N/A N/A
5 Horizons North Apartments (1A) $945 N/A N/A N/A
7 Sterling Point Apartments (1B) N/A N/A N/A N/A
8 Sandridge Apartments (1B) $805 N/A N/A N/A
9 Woodscape Apartments (1B) N/A N/A N/A N/A
16 The Boardwalk N/A N/A N/A N/A
26 Highland Falls Apartments $810 32 $902 $975
27 Rancho Ocaso $1,100 N/A N/A N/A
29 Sage Crossing Apartments $715 N/A N/A N/A
32 Sundance Village Apartments $960 N/A N/A N/A
35 Cole Spring Plaza N/A N/A N/A N/A
37 Pines of Westbury $730 N/A N/A N/A
41 Colesville Towers $1,225 N/A N/A N/A
42 North Pointe Apartments $685 N/A N/A N/A
47 Pinewood Apartments $769 N/A N/A N/A
52 Park Knolls Apartments N/A N/A N/A N/A
60 The Shadowbrook Apartments N/A N/A N/A N/A
65 Hazelcrest Place $658 N/A N/A N/A
73 Tivoli Apartments $945 12 $1,185 $1,240
79 Carrollton Place Apartments N/A 84 $1,175 $1,230
80 Welshwood Apartments N/A N/A N/A N/A
82 Park Ridge Apartments N/A N/A N/A N/A
91 Country Corners Apartments $656 N/A N/A N/A
93 Pleasant Run Apartments N/A N/A N/A N/A
94 Chalet Apartments & Commercial Plaza N/A N/A N/A N/A
97 Pacific Isle Apartments $960 N/A N/A N/A
98 Sunset Crest Apartments $895 N/A N/A N/A
99 Skyline Apartments N/A N/A N/A N/A
106 Pickwick Apartments $760 N/A N/A N/A
107 The Villas of Buena Vista Apartments (1M) N/A N/A N/A N/A
108 The Parkview Apartments - TX (1M) N/A N/A N/A N/A
109 Madras Apartments (1M) N/A N/A N/A N/A
110 Alexandria Apartments - TX (1M) N/A N/A N/A N/A
111 Sandia Park (1M) N/A N/A N/A N/A
112 4300 Travis Apartments (1M) N/A N/A N/A N/A
113 Vista Quarters Condos (1M) N/A N/A N/A N/A
114 3131 Armstrong Condominiums (1M) N/A N/A N/A N/A
115 The Essex (1M) N/A N/A N/A N/A
116 4431 Travis Street Apartments (1M) N/A N/A N/A N/A
117 4432 Buena Vista Apartments (1M) N/A N/A N/A N/A
118 The Annex Apartments (1M) N/A N/A N/A N/A
119 4319 Buena Vista Apartments (1M) N/A N/A N/A N/A
120 The Chase Apartments (1M) N/A N/A N/A N/A
121 Avalon Apartments (1M) N/A N/A N/A N/A
122 Point Breeze Apartments $705 N/A N/A N/A
123 Hidden Oaks Apartments $514 N/A N/A N/A
125 Casa Real Apartments $645 N/A N/A N/A
126 The Plaza Apartments N/A N/A N/A N/A
131 McGehee Park Apartments $585 N/A N/A N/A
134 Garden City Tower N/A N/A N/A N/A
135 Tradewinds Apartments N/A N/A N/A N/A
137 The Highlands Apartments $730 N/A N/A N/A
140 Oakwood Village Apartments N/A N/A N/A N/A
141 La Salle Crossing Apartments N/A N/A N/A N/A
142 Wynnewood Greens Apartments $700 N/A N/A N/A
154 Nassau Bay Village Apartments N/A N/A N/A N/A
155 West Knoll Apartments N/A N/A N/A N/A
159 Scenic View Apartments N/A N/A N/A N/A
160 Mustang Crossing Apartments $585 N/A N/A N/A
161 Meadow Crossing Apartments N/A N/A N/A N/A
169 Newport Towers $825 N/A N/A N/A
170 Mont Michel Apartments $1,200 N/A N/A N/A
173 Montclaire Apartments $665 N/A N/A N/A
175 Park Terrace Apartments $995 N/A N/A N/A
178 Woodspear/Vista Flores Apartments N/A N/A N/A N/A
</TABLE>
<PAGE>
Multifamily Schedule
<TABLE>
<CAPTION>
Utilities
Cut-off Date Tenant
# Property Name Balance (2) Pays
<S> <C> <C> <C>
183 Crescent View Apartments 2,807,555 Electric
193 Forest Edge Apartments 2,637,527 Electric
195 Crystal Springs Apartments 2,547,757 None
196 Chateau Park Apartments 2,546,642 Electric
200 Dale Terrace Apartments 2,470,616 Electric
201 Woodside Apartments 2,463,812 Electric
203 Rustic Ridge Apartments 2,433,802 Electric/Gas/Water/Sewer
210 Meadowood Apartments 2,368,000 Electric/Gas
212 Vagabond Apartments 2,320,687 Electric
217 Raintree Apartments 2,176,570 Electric/Gas/Water/Sewer
224 Sandpiper Apartments 1,998,932 Electric
227 Red Oak Apartments (1O) 673,100 Electric
228 Diplomat Apartments (1O) 383,916 Electric/Gas
229 Waterston Apartments (1O) 279,212 Electric
230 Montage Apartments (1O) 263,257 Electric/Gas
231 Melroy Apartments (1O) 214,395 Electric/Gas
232 Envoy Apartments (1O) 174,507 Electric/Gas
236 Glenwood Apartments 1,880,000 Electric
237 Georgian Court/Woodside Apartments 1,844,000 None
238 Everhart Place Apartments 1,839,060 Electric
240 Regency Apartments 1,830,000 Electric/Gas
244 Dunshire Gardens Apartments (1P) 1,057,999 Electric/Gas
245 Alpine Gardens Apartments (1P) 399,245 Electric/Gas
246 Delvale Apartments (1P) 339,358 Electric/Gas
253 Boulder Ridge Apartments 1,610,052 Electric
254 Spring Gardens Apartments 1,600,000 Electric/Water
255 The Admiral Apartments & The Drake Apartments 1,548,349 None
256 Heritage Apartments 1,522,171 Electric
265 Crestview Apartments 1,431,223 Electric
266 Cedar Lakes Apartments 1,427,185 Electric
267 Rose Garden Apartments 1,422,357 Electric
269 Edelweiss Apartments 1,392,010 Electric
272 Autumn Ridge Apartments 1,323,711 Electric
276 Orangetree Apartments 1,273,404 Electric/Gas
277 Silver Cliff Apartments 1,268,921 Electric/Gas
279 Summitwood Village Apartments 1,235,453 Electric/Oil
283 Olde Oaks Apartments 1,097,943 Electric
284 Bouganvillas Apartments 1,076,073 Electric
286 Ellendale Place Apartments 1,060,000 Electric/Gas
290 Strawberry Hill Apartments 1,000,000 Electric/Gas
291 McGeordan Apartments 997,334 None
294 Denway Circle Apartments 968,844 Electric
295 Oxford Village Apartments 948,938 Electric/Gas/Water
298 Meadowood I Apartments 935,000 Electric/Gas
299 Windy Hill Apartments 930,000 Electric/Gas
302 Ogden Apartments 900,000 Electric/Gas
305 Baymar Apartments 888,390 Electric
307 Hollyvale Apartments (1Q) 333,950 Electric
308 Grandin Village Apartments 880,000 Electric
310 Tree Top Apartments 799,362 None
312 Westwood Apartments 796,059 Electric/Gas/Water
316 Continental House Apartments 688,149 Electric/Gas
318 Iroquois Apartments 667,494 Electric
319 Bay Palm Apartments 653,700 Electric
320 969 & 971 Amsterdam Avenue 649,551 Electric
322 Chesterfield/Eula Apartments 635,485 Electric
324 Pine Street Apartments & Blossom Street Apartments 625,000 Electric/Gas
326 Autumn Run Apartments 576,541 Electric
327 Pullman Park Apartments 571,924 Electric
328 Spanish Oaks Apartments 556,884 Electric
329 Ballenger Manor Apartments 551,542 Electric
330 Allen Avenue Apartments 532,745 Electric/Gas
333 Rebecca Apartments 516,867 Electric
334 The Homestead Apartments 500,000 Electric/Gas
335 Corona Avenue Apartments 497,360 Electric/Gas
336 Sandstone Apartments 447,445 Electric
337 Lynn Villa Apartments 414,286 Electric
<CAPTION>
Subject Subject
Number of Studio Studio
# Property Name Elevators Units Avg. Rent
<S> <C> <C> <C> <C>
183 Crescent View Apartments 0 20 $440
193 Forest Edge Apartments 0 28 $337
195 Crystal Springs Apartments 0 N/A N/A
196 Chateau Park Apartments 1 2 $385
200 Dale Terrace Apartments 0 N/A N/A
201 Woodside Apartments 0 N/A N/A
203 Rustic Ridge Apartments 0 N/A N/A
210 Meadowood Apartments 0 N/A N/A
212 Vagabond Apartments 0 N/A N/A
217 Raintree Apartments 0 N/A N/A
224 Sandpiper Apartments 0 N/A N/A
227 Red Oak Apartments (1O) 0 N/A N/A
228 Diplomat Apartments (1O) 0 N/A N/A
229 Waterston Apartments (1O) 0 N/A N/A
230 Montage Apartments (1O) 0 N/A N/A
231 Melroy Apartments (1O) 0 N/A N/A
232 Envoy Apartments (1O) 0 N/A N/A
236 Glenwood Apartments 0 N/A N/A
237 Georgian Court/Woodside Apartments 0 71 $328
238 Everhart Place Apartments 0 N/A N/A
240 Regency Apartments 1 N/A N/A
244 Dunshire Gardens Apartments (1P) 0 N/A N/A
245 Alpine Gardens Apartments (1P) 0 2 $333
246 Delvale Apartments (1P) 0 N/A N/A
253 Boulder Ridge Apartments 0 N/A N/A
254 Spring Gardens Apartments 0 1 $400
255 The Admiral Apartments & The Drake Apartments 4 N/A N/A
256 Heritage Apartments 0 1 $615
265 Crestview Apartments 0 N/A N/A
266 Cedar Lakes Apartments 0 10 $279
267 Rose Garden Apartments 0 10 $590
269 Edelweiss Apartments 0 1 N/A
272 Autumn Ridge Apartments 0 N/A N/A
276 Orangetree Apartments 0 N/A N/A
277 Silver Cliff Apartments 1 N/A N/A
279 Summitwood Village Apartments 0 N/A N/A
283 Olde Oaks Apartments 0 N/A N/A
284 Bouganvillas Apartments 0 N/A N/A
286 Ellendale Place Apartments 0 2 $500
290 Strawberry Hill Apartments 0 N/A N/A
291 McGeordan Apartments 0 N/A N/A
294 Denway Circle Apartments 0 N/A N/A
295 Oxford Village Apartments 0 N/A N/A
298 Meadowood I Apartments 0 N/A N/A
299 Windy Hill Apartments 0 8 $281
302 Ogden Apartments 0 12 $377
305 Baymar Apartments 0 N/A N/A
307 Hollyvale Apartments (1Q) 0 N/A N/A
308 Grandin Village Apartments 0 N/A N/A
310 Tree Top Apartments 0 9 $366
312 Westwood Apartments 0 N/A N/A
316 Continental House Apartments 0 N/A N/A
318 Iroquois Apartments 0 3 $375
319 Bay Palm Apartments 0 N/A N/A
320 969 & 971 Amsterdam Avenue 0 N/A N/A
322 Chesterfield/Eula Apartments 0 N/A N/A
324 Pine Street Apartments & Blossom Street Apartments 0 N/A N/A
326 Autumn Run Apartments 0 N/A N/A
327 Pullman Park Apartments 0 N/A N/A
328 Spanish Oaks Apartments 0 N/A N/A
329 Ballenger Manor Apartments 0 N/A N/A
330 Allen Avenue Apartments 0 N/A N/A
333 Rebecca Apartments 0 N/A N/A
334 The Homestead Apartments 1 3 $210
335 Corona Avenue Apartments 0 N/A N/A
336 Sandstone Apartments 0 9 $305
337 Lynn Villa Apartments 0 N/A N/A
<CAPTION>
Subject Subject Subject
Studio 1 BR 1 BR
# Property Name Max. Rent Units Avg. Rent
<S> <C> <C> <C> <C>
183 Crescent View Apartments $475 34 $499
193 Forest Edge Apartments $368 92 $398
195 Crystal Springs Apartments N/A 38 $546
196 Chateau Park Apartments $390 68 $452
200 Dale Terrace Apartments N/A 10 $473
201 Woodside Apartments N/A 136 $296
203 Rustic Ridge Apartments N/A N/A N/A
210 Meadowood Apartments N/A N/A N/A
212 Vagabond Apartments N/A 51 $705
217 Raintree Apartments N/A N/A N/A
224 Sandpiper Apartments N/A 24 $473
227 Red Oak Apartments (1O) N/A 38 $439
228 Diplomat Apartments (1O) N/A 13 $590
229 Waterston Apartments (1O) N/A 16 $446
230 Montage Apartments (1O) N/A 14 $488
231 Melroy Apartments (1O) N/A 12 $447
232 Envoy Apartments (1O) N/A 10 $466
236 Glenwood Apartments N/A 40 $511
237 Georgian Court/Woodside Apartments $400 36 $538
238 Everhart Place Apartments N/A 16 $425
240 Regency Apartments N/A 53 $462
244 Dunshire Gardens Apartments (1P) N/A 8 $449
245 Alpine Gardens Apartments (1P) $335 7 $393
246 Delvale Apartments (1P) N/A 5 $393
253 Boulder Ridge Apartments N/A 57 $387
254 Spring Gardens Apartments $400 24 $435
255 The Admiral Apartments & The Drake Apartments N/A 45 $458
256 Heritage Apartments $615 41 $745
265 Crestview Apartments N/A 63 $603
266 Cedar Lakes Apartments $285 76 $324
267 Rose Garden Apartments $645 30 $688
269 Edelweiss Apartments N/A 21 $489
272 Autumn Ridge Apartments N/A 63 $347
276 Orangetree Apartments N/A N/A N/A
277 Silver Cliff Apartments N/A 68 $354
279 Summitwood Village Apartments N/A N/A N/A
283 Olde Oaks Apartments N/A 36 $297
284 Bouganvillas Apartments N/A N/A N/A
286 Ellendale Place Apartments $500 N/A N/A
290 Strawberry Hill Apartments N/A 48 $369
291 McGeordan Apartments N/A 3 $410
294 Denway Circle Apartments N/A 32 $444
295 Oxford Village Apartments N/A 8 $446
298 Meadowood I Apartments N/A 44 $386
299 Windy Hill Apartments $290 2 $350
302 Ogden Apartments $400 23 $458
305 Baymar Apartments N/A 2 $373
307 Hollyvale Apartments (1Q) N/A 6 $310
308 Grandin Village Apartments N/A 24 $345
310 Tree Top Apartments $485 29 $566
312 Westwood Apartments N/A N/A N/A
316 Continental House Apartments N/A 16 $333
318 Iroquois Apartments $375 N/A N/A
319 Bay Palm Apartments N/A 22 $557
320 969 & 971 Amsterdam Avenue N/A N/A N/A
322 Chesterfield/Eula Apartments N/A 4 $254
324 Pine Street Apartments & Blossom Street Apartments N/A 4 $493
326 Autumn Run Apartments N/A 2 $530
327 Pullman Park Apartments N/A 40 $279
328 Spanish Oaks Apartments N/A 32 $467
329 Ballenger Manor Apartments N/A N/A N/A
330 Allen Avenue Apartments N/A 10 $469
333 Rebecca Apartments N/A 12 $326
334 The Homestead Apartments $210 55 $271
335 Corona Avenue Apartments N/A 6 $579
336 Sandstone Apartments $305 28 $391
337 Lynn Villa Apartments N/A 20 $365
<CAPTION>
Subject Subject Subject
1 BR 2 BR 2 BR
# Property Name Max. Rent Units Avg. Rent
<S> <C> <C> <C> <C>
183 Crescent View Apartments $550 51 $633
193 Forest Edge Apartments $458 12 $532
195 Crystal Springs Apartments $590 59 $617
196 Chateau Park Apartments $475 52 $570
200 Dale Terrace Apartments $475 126 $552
201 Woodside Apartments $550 57 $299
203 Rustic Ridge Apartments N/A 20 $447
210 Meadowood Apartments N/A 24 $929
212 Vagabond Apartments $755 N/A N/A
217 Raintree Apartments N/A 62 $535
224 Sandpiper Apartments $500 42 $580
227 Red Oak Apartments (1O) $450 N/A N/A
228 Diplomat Apartments (1O) $735 N/A N/A
229 Waterston Apartments (1O) $450 N/A N/A
230 Montage Apartments (1O) $530 N/A N/A
231 Melroy Apartments (1O) $495 N/A N/A
232 Envoy Apartments (1O) $495 N/A N/A
236 Glenwood Apartments $635 20 $639
237 Georgian Court/Woodside Apartments $845 18 $823
238 Everhart Place Apartments $425 75 $507
240 Regency Apartments $545 15 $641
244 Dunshire Gardens Apartments (1P) $450 40 $497
245 Alpine Gardens Apartments (1P) $415 14 $436
246 Delvale Apartments (1P) $400 34 $419
253 Boulder Ridge Apartments $420 25 $454
254 Spring Gardens Apartments $450 54 $533
255 The Admiral Apartments & The Drake Apartments $600 28 $597
256 Heritage Apartments $887 N/A N/A
265 Crestview Apartments $660 N/A N/A
266 Cedar Lakes Apartments $350 17 $375
267 Rose Garden Apartments $765 N/A N/A
269 Edelweiss Apartments $535 28 $591
272 Autumn Ridge Apartments $355 35 $445
276 Orangetree Apartments N/A 30 $537
277 Silver Cliff Apartments $400 21 $471
279 Summitwood Village Apartments N/A 39 $723
283 Olde Oaks Apartments $370 62 $374
284 Bouganvillas Apartments N/A 23 $761
286 Ellendale Place Apartments N/A 20 $977
290 Strawberry Hill Apartments $415 28 $495
291 McGeordan Apartments $410 18 $573
294 Denway Circle Apartments $850 32 $487
295 Oxford Village Apartments $475 32 $497
298 Meadowood I Apartments $415 10 $552
299 Windy Hill Apartments $375 20 $446
302 Ogden Apartments $500 9 $547
305 Baymar Apartments $385 41 $488
307 Hollyvale Apartments (1Q) $310 32 $382
308 Grandin Village Apartments $365 30 $390
310 Tree Top Apartments $625 N/A N/A
312 Westwood Apartments N/A 40 $463
316 Continental House Apartments $345 28 $425
318 Iroquois Apartments N/A 21 $640
319 Bay Palm Apartments $575 N/A N/A
320 969 & 971 Amsterdam Avenue N/A 6 $724
322 Chesterfield/Eula Apartments $260 45 $311
324 Pine Street Apartments & Blossom Street Apartments $495 17 $589
326 Autumn Run Apartments $530 36 $528
327 Pullman Park Apartments $300 12 $408
328 Spanish Oaks Apartments $490 N/A N/A
329 Ballenger Manor Apartments N/A 33 $474
330 Allen Avenue Apartments $510 12 $588
333 Rebecca Apartments $340 22 $395
334 The Homestead Apartments $311 8 $329
335 Corona Avenue Apartments $600 6 $775
336 Sandstone Apartments $395 20 $446
337 Lynn Villa Apartments $385 16 $471
<CAPTION>
Subject Subject Subject
2 BR 3 BR 3 BR
# Property Name Max. Rent Units Avg. Rent
<S> <C> <C> <C> <C>
183 Crescent View Apartments $763 N/A N/A
193 Forest Edge Apartments $582 N/A N/A
195 Crystal Springs Apartments $680 3 $665
196 Chateau Park Apartments $600 N/A N/A
200 Dale Terrace Apartments $710 N/A N/A
201 Woodside Apartments $505 1 $415
203 Rustic Ridge Apartments $495 64 $536
210 Meadowood Apartments $960 20 $1,059
212 Vagabond Apartments N/A N/A N/A
217 Raintree Apartments $585 10 $644
224 Sandpiper Apartments $600 N/A N/A
227 Red Oak Apartments (1O) N/A N/A N/A
228 Diplomat Apartments (1O) N/A N/A N/A
229 Waterston Apartments (1O) N/A N/A N/A
230 Montage Apartments (1O) N/A N/A N/A
231 Melroy Apartments (1O) N/A N/A N/A
232 Envoy Apartments (1O) N/A N/A N/A
236 Glenwood Apartments $725 N/A N/A
237 Georgian Court/Woodside Apartments $850 4 $880
238 Everhart Place Apartments $550 13 $620
240 Regency Apartments $685 N/A N/A
244 Dunshire Gardens Apartments (1P) $530 N/A N/A
245 Alpine Gardens Apartments (1P) $455 N/A N/A
246 Delvale Apartments (1P) $450 N/A N/A
253 Boulder Ridge Apartments $490 1 $750
254 Spring Gardens Apartments $600 N/A N/A
255 The Admiral Apartments & The Drake Apartments $850 N/A N/A
256 Heritage Apartments N/A N/A N/A
265 Crestview Apartments N/A N/A N/A
266 Cedar Lakes Apartments $419 N/A N/A
267 Rose Garden Apartments N/A N/A N/A
269 Edelweiss Apartments $640 N/A N/A
272 Autumn Ridge Apartments $445 1 $465
276 Orangetree Apartments $575 9 $704
277 Silver Cliff Apartments $510 N/A N/A
279 Summitwood Village Apartments $775 N/A N/A
283 Olde Oaks Apartments $425 5 $513
284 Bouganvillas Apartments $780 N/A N/A
286 Ellendale Place Apartments $1,150 N/A N/A
290 Strawberry Hill Apartments $520 8 $599
291 McGeordan Apartments $620 15 $595
294 Denway Circle Apartments $850 N/A N/A
295 Oxford Village Apartments $545 N/A N/A
298 Meadowood I Apartments $591 N/A N/A
299 Windy Hill Apartments $450 11 $550
302 Ogden Apartments $600 N/A N/A
305 Baymar Apartments $550 N/A N/A
307 Hollyvale Apartments (1Q) $400 N/A N/A
308 Grandin Village Apartments $425 6 $431
310 Tree Top Apartments N/A N/A N/A
312 Westwood Apartments $480 N/A N/A
316 Continental House Apartments $560 N/A N/A
318 Iroquois Apartments $640 N/A N/A
319 Bay Palm Apartments N/A N/A N/A
320 969 & 971 Amsterdam Avenue $816 6 $685
322 Chesterfield/Eula Apartments $350 N/A N/A
324 Pine Street Apartments & Blossom Street Apartments $670 2 $700
326 Autumn Run Apartments $550 N/A N/A
327 Pullman Park Apartments $425 N/A N/A
328 Spanish Oaks Apartments N/A N/A N/A
329 Ballenger Manor Apartments $495 N/A N/A
330 Allen Avenue Apartments $595 1 $500
333 Rebecca Apartments $450 16 $468
334 The Homestead Apartments $341 N/A N/A
335 Corona Avenue Apartments $875 N/A N/A
336 Sandstone Apartments $495 N/A N/A
337 Lynn Villa Apartments $490 N/A N/A
<CAPTION>
Subject Subject Subject Subject
3 BR 4 BR 4 BR 4 BR
# Property Name Max. Rent Units Avg. Rent Max. Rent
<S> <C> <C> <C> <C> <C>
183 Crescent View Apartments N/A N/A N/A N/A
193 Forest Edge Apartments N/A N/A N/A N/A
195 Crystal Springs Apartments $665 N/A N/A N/A
196 Chateau Park Apartments N/A N/A N/A N/A
200 Dale Terrace Apartments N/A N/A N/A N/A
201 Woodside Apartments $415 N/A N/A N/A
203 Rustic Ridge Apartments $595 N/A N/A N/A
210 Meadowood Apartments $1,125 N/A N/A N/A
212 Vagabond Apartments N/A N/A N/A N/A
217 Raintree Apartments $669 N/A N/A N/A
224 Sandpiper Apartments N/A N/A N/A N/A
227 Red Oak Apartments (1O) N/A N/A N/A N/A
228 Diplomat Apartments (1O) N/A N/A N/A N/A
229 Waterston Apartments (1O) N/A N/A N/A N/A
230 Montage Apartments (1O) N/A N/A N/A N/A
231 Melroy Apartments (1O) N/A N/A N/A N/A
232 Envoy Apartments (1O) N/A N/A N/A N/A
236 Glenwood Apartments N/A N/A N/A N/A
237 Georgian Court/Woodside Apartments $880 N/A N/A N/A
238 Everhart Place Apartments $625 N/A N/A N/A
240 Regency Apartments N/A N/A N/A N/A
244 Dunshire Gardens Apartments (1P) N/A N/A N/A N/A
245 Alpine Gardens Apartments (1P) N/A N/A N/A N/A
246 Delvale Apartments (1P) N/A N/A N/A N/A
253 Boulder Ridge Apartments $750 N/A N/A N/A
254 Spring Gardens Apartments N/A N/A N/A N/A
255 The Admiral Apartments & The Drake Apartments N/A 3 $1,323 $1,500
256 Heritage Apartments N/A N/A N/A N/A
265 Crestview Apartments N/A N/A N/A N/A
266 Cedar Lakes Apartments N/A N/A N/A N/A
267 Rose Garden Apartments N/A N/A N/A N/A
269 Edelweiss Apartments N/A N/A N/A N/A
272 Autumn Ridge Apartments $465 N/A N/A N/A
276 Orangetree Apartments $725 N/A N/A N/A
277 Silver Cliff Apartments N/A N/A N/A N/A
279 Summitwood Village Apartments N/A N/A N/A N/A
283 Olde Oaks Apartments $550 N/A N/A N/A
284 Bouganvillas Apartments N/A N/A N/A N/A
286 Ellendale Place Apartments N/A N/A N/A N/A
290 Strawberry Hill Apartments $610 N/A N/A N/A
291 McGeordan Apartments $595 N/A N/A N/A
294 Denway Circle Apartments N/A N/A N/A N/A
295 Oxford Village Apartments N/A N/A N/A N/A
298 Meadowood I Apartments N/A N/A N/A N/A
299 Windy Hill Apartments $850 N/A N/A N/A
302 Ogden Apartments N/A N/A N/A N/A
305 Baymar Apartments N/A N/A N/A N/A
307 Hollyvale Apartments (1Q) N/A N/A N/A N/A
308 Grandin Village Apartments $440 N/A N/A N/A
310 Tree Top Apartments N/A N/A N/A N/A
312 Westwood Apartments N/A N/A N/A N/A
316 Continental House Apartments N/A N/A N/A N/A
318 Iroquois Apartments N/A N/A N/A N/A
319 Bay Palm Apartments N/A N/A N/A N/A
320 969 & 971 Amsterdam Avenue $1,000 8 $665 $1,000
322 Chesterfield/Eula Apartments N/A N/A N/A N/A
324 Pine Street Apartments & Blossom Street Apartments $750 N/A N/A N/A
326 Autumn Run Apartments N/A N/A N/A N/A
327 Pullman Park Apartments N/A N/A N/A N/A
328 Spanish Oaks Apartments N/A N/A N/A N/A
329 Ballenger Manor Apartments N/A N/A N/A N/A
330 Allen Avenue Apartments $500 N/A N/A N/A
333 Rebecca Apartments $510 N/A N/A N/A
334 The Homestead Apartments N/A N/A N/A N/A
335 Corona Avenue Apartments N/A N/A N/A N/A
336 Sandstone Apartments N/A N/A N/A N/A
337 Lynn Villa Apartments N/A N/A N/A N/A
</TABLE>
<PAGE>
Multifamily Schedule
<TABLE>
<CAPTION>
Utilities
Cut-off Date Tenant
# Property Name Balance (2) Pays
<S> <C> <C> <C>
338 Savannah Apartments 394,304 Electric
339 Vienna Terrace Apartments 371,285 None
340 Alexandria Apartments - CO 314,444 None
341 Boynton Vista Apartments 298,486 Electric
342 Navarro Crossing Apartments 272,574 Electric
343 Kordis Apartments 248,667 Electric
<CAPTION>
Subject Subject
Number of Studio Studio
# Property Name Elevators Units Avg. Rent
<S> <C> <C> <C> <C>
338 Savannah Apartments 0 N/A N/A
339 Vienna Terrace Apartments 0 N/A N/A
340 Alexandria Apartments - CO 0 N/A N/A
341 Boynton Vista Apartments 0 N/A N/A
342 Navarro Crossing Apartments 0 N/A N/A
343 Kordis Apartments 0 N/A N/A
<CAPTION>
Subject Subject Subject
Studio 1 BR 1 BR
# Property Name Max. Rent Units Avg. Rent
<S> <C> <C> <C> <C>
338 Savannah Apartments N/A 9 $303
339 Vienna Terrace Apartments N/A 6 $395
340 Alexandria Apartments - CO N/A 7 $448
341 Boynton Vista Apartments N/A N/A N/A
342 Navarro Crossing Apartments N/A N/A N/A
343 Kordis Apartments N/A N/A N/A
<CAPTION>
Subject Subject Subject
1 BR 2 BR 2 BR
# Property Name Max. Rent Units Avg. Rent
<S> <C> <C> <C> <C>
338 Savannah Apartments $335 20 $433
339 Vienna Terrace Apartments $420 18 $494
340 Alexandria Apartments - CO $575 8 $541
341 Boynton Vista Apartments N/A 12 $572
342 Navarro Crossing Apartments N/A 32 $400
343 Kordis Apartments N/A 15 $450
<CAPTION>
Subject Subject Subject
2 BR 3 BR 3 BR
# Property Name Max. Rent Units Avg. Rent
<S> <C> <C> <C> <C>
338 Savannah Apartments $638 N/A N/A
339 Vienna Terrace Apartments $530 N/A N/A
340 Alexandria Apartments - CO $650 N/A N/A
341 Boynton Vista Apartments $585 N/A N/A
342 Navarro Crossing Apartments $400 N/A N/A
343 Kordis Apartments $450 N/A N/A
<CAPTION>
Subject Subject Subject Subject
3 BR 4 BR 4 BR 4 BR
# Property Name Max. Rent Units Avg. Rent Max. Rent
<S> <C> <C> <C> <C> <C>
338 Savannah Apartments N/A N/A N/A N/A
339 Vienna Terrace Apartments N/A N/A N/A N/A
340 Alexandria Apartments - CO N/A N/A N/A N/A
341 Boynton Vista Apartments N/A N/A N/A N/A
342 Navarro Crossing Apartments N/A N/A N/A N/A
343 Kordis Apartments N/A N/A N/A N/A
</TABLE>
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview
Apartments - FL, Heron's Cove Apartments and Horizons North Apartments,
respectively.
(1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge
Apartments, and Woodscape Apartments, respectively.
(1M) A Single Mortgage Note secured by The Villas of Buena Vista Apartments, The
Parkview Apartments - TX, Madras Apartments, Alexandria Apartments - TX,
Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131 Armstrong
Condominiums, The Essex, 4431 Travis Street Apartments, 4432 Buena Vista
Apartments, The Annex Apartments, 4319 Buena Vista Apartments, The Chase
Apartments and Avalon Apartments, respectively.
(1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments,
Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy
Apartments, respectively, are cross-collateralized and cross-defaulted.
(1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens
Apartments and Delvale Apartments, respectively, are cross-collateralized
and cross-defaulted.
(1Q) The Mortgage Loans secured by Texas City Medical Office Building and
Hollyvale Apartments, respectively, are cross-collateralized and
cross-defaulted.
(2) Assumes a Cut-off Date of June 1, 1999.
<PAGE>
EXHIBIT A-2
MORTGAGE POOL INFORMATION
See this Exhibit for tables titled:
Mortgage Rates
Mortgage Loans by Amortization Type
Cut-off Date Balances
Loan Group Cut-off Date Balances
Original Amortization Terms
Original Terms to Stated Maturity
Remaining Amortization Terms
Remaining Terms to Stated Maturity
Year Built/Year Renovated
Occupancy Rates at Underwriting
Underwritten Debt Service Coverage Ratios
Cut-off Date Loan-to-Value Ratios
Mortgage Loans by State
Mortgage Loan Seller
Mortgage Loans by Property Type
Mortgage Loans by Property Sub-Type
Prepayment Provision as of the Cut-off Date
Prepayment Option
Mortgage Pool Prepayment Profile
A-2-1
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
<TABLE>
<CAPTION>
Mortgage Rates
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Mortgage Rates Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
6.600% - 6.749% 2 $9,442,582 0.6% 6.604% 1.70x 52.3%
6.750% - 6.999% 15 115,406,178 7.4% 6.902% 1.43 75.8%
7.000% - 7.249% 19 124,415,992 8.0% 7.144% 1.39 72.6%
7.250% - 7.499% 40 241,266,877 15.6% 7.387% 1.31 75.6%
7.500% - 7.999% 168 806,493,355 52.0% 7.774% 1.32 73.3%
8.000% - 9.310% 99 253,404,623 16.3% 8.200% 1.37 70.2%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
Maximum Mortgage Rate: 9.310%
Minimum Mortgage Rate: 6.600%
Wtd. Avg. Mortgage Rate: 7.661%
(1) Assumes a Cut-off Date of 6/1/99.
<CAPTION>
Mortgage Loans by Amortization Type
Weighted Weighted
Number of Percentage of Average Weighted Average
Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Loan Type Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balloon 305 $1,268,826,436 81.8% 7.704% 1.34x 73.3%
ARD 22 234,641,920 15.1% 7.490% 1.33 74.3%
Fully Amortizing 16 46,961,250 3.0% 7.356% 1.51 64.0%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
(1) Assumes a Cut-off Date of 6/1/99.
<PAGE>
<TABLE>
<CAPTION>
Cut-off Date Balances
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Cut-off Date Balances Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$106,854 - 749,999 55 $24,201,455 1.6% 8.097% 1.32x 67.8%
750,000 - 1,249,999 37 36,607,882 2.4% 8.057% 1.32 70.9%
1,250,000 - 1,999,999 56 91,379,913 5.9% 7.822% 1.38 70.0%
2,000,000 - 2,999,999 48 120,056,076 7.7% 7.839% 1.40 70.9%
3,000,000 - 3,999,999 39 133,830,393 8.6% 7.751% 1.42 70.0%
4,000,000 - 4,999,999 17 77,083,906 5.0% 7.561% 1.34 73.5%
5,000,000 - 5,999,999 14 75,591,151 4.9% 7.526% 1.45 70.1%
6,000,000 - 9,999,999 41 329,689,133 21.3% 7.634% 1.35 73.4%
10,000,000 - 14,999,999 20 245,252,622 15.8% 7.402% 1.34 75.1%
15,000,000 - 19,999,999 5 78,039,057 5.0% 7.519% 1.30 76.3%
20,000,000 - 24,999,999 7 158,716,390 10.2% 7.526% 1.28 75.4%
25,000,000 - $67,944,452 4 179,981,629 11.6% 7.937% 1.28 74.5%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
Maximum Cut-off Date Balance: $67,944,452
Minimum Cut-off Date Balance: $106,854
Average Cut-off Date Balance: $4,520,203
(1) Assumes a Cut-off Date of 6/1/99.
<CAPTION>
Loan Group Cut-off Date Balances (1)
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Loan Group Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Cut-off Date Balances (1) Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$248,667 - 749,999 29 $15,307,572 1.0% 8.212% 1.34x 65.5%
750,000 - 1,249,999 35 34,136,643 2.2% 8.076% 1.32 70.2%
1,250,000 - 1,999,999 47 76,236,217 4.9% 7.834% 1.37 69.8%
2,000,000 - 2,999,999 44 109,387,092 7.1% 7.858% 1.40 70.7%
3,000,000 - 3,999,999 35 120,169,567 7.8% 7.753% 1.42 70.0%
4,000,000 - 4,999,999 13 59,331,668 3.8% 7.543% 1.35 73.1%
5,000,000 - 5,999,999 15 80,891,151 5.2% 7.550% 1.43 70.6%
6,000,000 - 9,999,999 38 300,440,693 19.4% 7.624% 1.37 72.9%
10,000,000 - 14,999,999 19 232,753,200 15.0% 7.397% 1.34 75.9%
15,000,000 - 19,999,999 3 46,209,281 3.0% 7.533% 1.30 79.2%
20,000,000 - 24,999,999 8 185,585,535 12.0% 7.647% 1.27 74.5%
25,000,000 - $67,944,452 6 289,980,989 18.7% 7.760% 1.29 74.0%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 292 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
Maximum Loan Group Cut-off Date Balance: $67,944,452
Minimum Loan Group Cut-off Date Balance: $248,667
Average Loan Group Cut-off Date Balance: $5,309,690
(1) Presents each group of cross-collateralized Mortgage Loans as a single
Mortgage Loan.
(2) Assumes a Cut-off Date of 6/1/99.
<PAGE>
<TABLE>
<CAPTION>
Original Amortization Terms
Weighted Weighted
Range of Number of Percentage of Average Weighted Average
Original Amortization Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Terms (Months) Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
156 - 239 2 $4,870,309 0.3% 7.582% 1.32x 61.4%
240 - 299 27 54,770,726 3.5% 7.550% 1.59 59.7%
300 - 313 134 233,748,741 15.1% 7.919% 1.44 67.5%
314 - 360 180 1,257,039,832 81.1% 7.618% 1.32 74.8%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
Maximum Original Amortization Term (Months): 360
Minimum Original Amortization Term (Months): 156
Wtd. Avg. Original Amortization Term (Months): 346
(1) Assumes a Cut-off Date of 6/1/99.
<TABLE>
<CAPTION>
Original Terms to Stated Maturity (1)
Weighted Weighted
Range of Number of Percentage of Average Weighted Average
Original Terms Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
to Maturity (Months) Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
60 - 108 6 $34,359,469 2.2% 7.542% 1.40x 73.3%
109 - 120 301 1,378,527,200 88.9% 7.714% 1.34 73.3%
121 - 204 18 75,002,524 4.8% 7.126% 1.39 74.7%
205 - 300 18 62,540,413 4.0% 7.206% 1.47 67.3%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
Maximum Original Term to Maturity (Months): 300
Minimum Original Term to Maturity (Months): 60
Wtd. Avg. Original Term to Maturity (Months): 127
(1) In the case of ARD Loans, the Anticipated Repayment Date is assumed to be
the maturity date for the purposes of the table.
(2) Assumes a Cut-off Date of 6/1/99.
<PAGE>
<TABLE>
<CAPTION>
Remaining Amortization Terms
Weighted Weighted
Range of Number of Percentage of Average Weighted Average
Remaining Amortization Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Terms (Months) Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
145 - 239 25 $49,423,927 3.2% 7.480% 1.58x 58.3%
240 - 299 88 165,456,848 10.7% 7.857% 1.46 67.1%
300 - 313 50 78,509,000 5.1% 8.048% 1.42 68.3%
314 - 360 180 1,257,039,832 81.1% 7.618% 1.32 74.8%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
Maximum Remaining Amortization Term (Months): 360
Minimum Remaining Amortization Term (Months): 145
Wtd. Avg. Remaining Amortization Term (Months): 344
(1) Assumes a Cut-off Date of 6/1/99.
<TABLE>
<CAPTION>
Remaining Terms to Stated Maturity (1)
Weighted Weighted
Range of Number of Percentage of Average Weighted Average
Remaining Terms Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
to Maturity (Months) Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
52 - 108 8 $53,850,241 3.5% 7.324% 1.43x 72.6%
109 - 120 299 1,359,036,428 87.7% 7.725% 1.33 73.4%
121 - 204 18 75,002,524 4.8% 7.126% 1.39 74.7%
205 - 300 18 62,540,413 4.0% 7.206% 1.47 67.3%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
Maximum Remaining Term to Maturity (Months): 300
Minimum Remaining Term to Maturity (Months): 52
Wtd. Avg. Remaining Term to Maturity (Months): 124
(1) In the case of ARD Loans, the Anticipated Repayment Date is assumed to be
the maturity date for the purposes of the table.
(2) Assumes a Cut-off Date of 6/1/99.
<PAGE>
<TABLE>
<CAPTION>
Years Built/Years Renovated (1)
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Years Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Built/Renovated Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1911 - 1960 6 $6,004,749 0.4% 8.050% 1.43x 64.6%
1961 - 1970 23 33,431,073 2.2% 7.806% 1.47 67.4%
1971 - 1980 30 106,096,850 6.8% 7.491% 1.38 73.6%
1981 - 1990 98 452,386,326 29.2% 7.690% 1.34 72.3%
1991 - 1999 186 952,510,609 61.4% 7.659% 1.34 73.8%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
Most Recent Year Built/Renovated: 1999
Oldest Year Built/Renovated: 1911
Wtd. Avg. Year Built/Renovated: 1991
(1) Year Built/Renovated reflects the later of the Year Built or the Year
Renovated.
(2) Assumes a Cut-off Date of 6/1/99.
<TABLE>
<CAPTION>
Occupancy Rates at Underwriting
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Occupancy Rates at U/W Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
73.0% - 79.9% 8 $19,108,178 1.2% 7.867% 1.40x 69.2%
80.0% - 89.9% 29 113,200,936 7.3% 7.545% 1.37 69.4%
90.0% - 94.9% 50 271,885,303 17.5% 7.585% 1.34 75.1%
95.0% - 100.0% 241 1,080,901,130 69.7% 7.659% 1.32 73.9%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 328 $1,485,095,547 95.8% 7.640% 1.33x 73.7%
===================================================================================================
</TABLE>
Maximum Occupancy Rate at U/W: 100.0%
Minimum Occupancy Rate at U/W: 73.0%
Wtd. Avg. Occupancy Rate at U/W: 96.0%
(1) Does not include any Mortgage Loans secured by hotel properties.
(2) Assumes a Cut-off Date of 6/1/99.
<PAGE>
<TABLE>
<CAPTION>
Underwritten Debt Service Coverage Ratios
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
U/W DSCRs Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1.20x - 1.29 142 $730,826,332 47.1% 7.742% 1.25x 75.5%
1.30 - 1.39 100 485,892,503 31.3% 7.598% 1.34 73.5%
1.40 - 1.49 53 165,811,612 10.7% 7.513% 1.44 70.3%
1.50 - 1.59 25 83,206,265 5.4% 7.679% 1.54 71.1%
1.60 - 2.25x 23 84,692,893 5.5% 7.596% 1.80 58.4%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
Maximum Underwritten DSCR: 2.25x
Minimum Underwritten DSCR: 1.20x
Wtd. Avg. Underwritten DSCR: 1.34x
(1) Assumes a Cut-off Date of 6/1/99.
<TABLE>
<CAPTION>
Cut-off Date Loan-to-Value Ratios
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Cut-off Date Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Loan-to-Value Ratios Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
30.60% - 50.00% 10 $29,244,310 1.9% 7.855% 1.85x 39.9%
50.01% - 60.00% 20 42,947,640 2.8% 7.910% 1.51 55.8%
60.01% - 70.00% 95 335,451,712 21.6% 7.757% 1.39 66.7%
70.01% - 75.00% 92 382,103,909 24.6% 7.617% 1.33 73.0%
75.01% - 80.00% 122 729,713,593 47.1% 7.627% 1.30 78.2%
80.01% - 82.70% 4 30,968,442 2.0% 7.436% 1.31 81.3%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
Maximum Cut-off Date LTV Ratio: 82.7%
Minimum Cut-off Date LTV Ratio: 30.6%
Wtd. Avg. Cut-off Date LTV Ratio: 73.2%
(1) Assumes a Cut-off Date of 6/1/99.
<PAGE>
<TABLE>
Mortgage Loans by State
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
State Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
California 46 $283,469,521 18.3% 7.729% 1.35x 71.1%
Texas 83 260,360,163 16.8% 7.521% 1.35 72.5%
Florida 27 201,145,736 13.0% 7.822% 1.28 77.5%
Colorado 18 65,155,027 4.2% 7.786% 1.36 70.3%
New York 8 58,408,212 3.8% 7.820% 1.35 66.6%
Georgia 9 53,173,244 3.4% 7.615% 1.26 76.3%
Nevada 7 53,032,131 3.4% 7.170% 1.40 77.6%
New Jersey 10 49,919,397 3.2% 7.933% 1.25 72.6%
Pennsylvania 7 48,741,127 3.1% 7.678% 1.34 77.1%
Tennessee 8 48,125,654 3.1% 7.487% 1.29 72.8%
Maryland 8 43,330,619 2.8% 7.444% 1.40 72.0%
Massachusetts 5 40,154,102 2.6% 7.800% 1.27 78.9%
Arizona 13 39,993,358 2.6% 7.454% 1.43 72.1%
Michigan 13 37,074,226 2.4% 7.298% 1.28 76.2%
Ohio 15 36,404,479 2.3% 7.568% 1.40 74.5%
Delaware 3 34,670,928 2.2% 7.590% 1.40 78.4%
Nebraska 3 25,420,139 1.6% 7.615% 1.32 75.8%
Virginia 6 21,030,412 1.4% 7.875% 1.30 75.6%
Connecticut 4 18,355,066 1.2% 7.744% 1.27 77.5%
North Carolina 4 18,281,966 1.2% 7.263% 1.48 74.4%
Maine 6 15,466,050 1.0% 8.149% 1.37 65.1%
Washington 3 14,833,861 1.0% 8.062% 1.63 50.3%
Alabama 2 13,633,608 0.9% 7.811% 1.35 68.9%
South Carolina 4 11,972,933 0.8% 7.517% 1.52 71.0%
Louisiana 4 11,099,190 0.7% 7.729% 1.50 68.8%
New Mexico 4 7,848,098 0.5% 8.201% 1.45 68.4%
Alaska 1 6,478,558 0.4% 7.750% 1.73 64.8%
Rhode Island 1 4,148,631 0.3% 6.970% 1.30 78.9%
West Virginia 2 4,049,500 0.3% 8.160% 1.93 67.8%
Illinois 3 3,672,099 0.2% 7.789% 1.30 72.6%
New Hampshire 4 3,399,418 0.2% 7.958% 1.37 64.0%
District of Columbia 1 3,094,676 0.2% 7.710% 1.39 66.4%
Oklahoma 2 3,074,129 0.2% 7.940% 1.47 68.0%
Minnesota 1 2,546,642 0.2% 7.390% 1.41 75.1%
Indiana 2 2,483,349 0.2% 8.113% 1.45 72.6%
Iowa 1 1,797,547 0.1% 7.940% 1.55 79.2%
Kansas 1 1,427,185 0.1% 7.000% 1.38 73.6%
Missouri 2 1,213,746 0.1% 8.448% 1.29 51.7%
Wyoming 1 974,276 0.1% 8.450% 1.24 74.9%
Montana 1 970,603 0.1% 8.250% 1.36 47.3%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
(1) Assumes a Cut-off Date of 6/1/99.
<TABLE>
<CAPTION>
Mortgage Loan Seller
Weighted Weighted
Number of Percentage of Average Weighted Average
Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Mortgage Loan Seller Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
GECA 121 $705,829,185 45.5% 7.583% 1.34x 74.0%
Column 176 577,442,259 37.2% 7.750% 1.33 71.5%
GSMC (Archon) 46 267,158,163 17.2% 7.676% 1.39 74.5%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
(1) Assumes a Cut-off Date of 6/1/99.
<PAGE>
<TABLE>
Mortgage Loans by Property Type
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Property Type Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Retail 78 $551,427,063 35.6% 7.752% 1.32x 74.6%
Multifamily 140 531,840,026 34.3% 7.423% 1.33 75.4%
Office 42 180,949,415 11.7% 7.828% 1.33 69.1%
Hotel 15 65,334,059 4.2% 8.143% 1.64 60.1%
Manufactured Housing 16 59,820,561 3.9% 7.473% 1.38 73.7%
Mixed Use 13 52,174,935 3.4% 7.736% 1.28 72.4%
Self Storage 23 47,718,331 3.1% 7.953% 1.46 69.2%
Industrial 13 34,303,216 2.2% 7.793% 1.36 69.7%
Independent/Assisted Living 2 24,220,875 1.6% 7.750% 1.29 72.3%
Healthcare 1 2,641,125 0.2% 8.230% 2.25 66.0%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
(1) Assumes a Cut-off Date of 6/1/99.
<TABLE>
<CAPTION>
Mortgage Loans by Property Sub-Type
Weighted Weighted
Number of Percentage of Average Weighted Average
Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Property Property Sub-Type Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Retail
Anchored 47 $476,866,072 30.8% 7.751% 1.30x 75.7%
Unanchored 31 74,560,991 4.8% 7.756% 1.40 67.7%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 78 $551,427,063 35.6% 7.752% 1.32x 74.6%
===================================================================================================
</TABLE>
(1) Assumes a Cut-off Date of 6/1/99.
<PAGE>
Prepayment Provision as of the Cut-off Date
<TABLE>
<CAPTION>
Weighted Weighted
Average Average
Remaining Remaining Weighted
Range of Number of Percentage of Lockout Lockout Average
Remaining Terms to Mortgage Cut-off Date Initial Pool Period Plus YM Period Maturity
Stated Maturity (Years) (1) Loans Balance (2) Balance (Years) (Years) (Years) (1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
4.0 - 4.9 1 $3,553,801 0.2% 4.1 4.1 4.3
6.0 - 6.9 5 30,805,668 2.0% 6.1 6.4 6.9
8.0 - 8.9 2 19,490,771 1.3% 7.4 8.5 8.8
9.0 - 9.9 207 922,152,428 59.5% 9.2 9.4 9.8
10.0 - 10.9 94 453,286,909 29.2% 9.5 9.7 10.0
12.0 - 12.9 1 5,930,478 0.4% 11.9 11.9 12.2
13.0 - 13.9 2 18,038,467 1.2% 7.5 13.6 13.9
14.0 - 14.9 13 34,630,670 2.2% 10.0 14.0 14.3
18.0 - 18.9 1 3,168,561 0.2% 18.7 18.7 18.9
19.0 - 19.9 12 39,247,128 2.5% 16.3 18.9 19.4
24.0 - 24.9 4 19,064,725 1.2% 11.7 23.9 24.2
25.0 - 25.9 1 1,060,000 0.1% 24.5 24.5 25.0
-----------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 9.5 10.0 10.4
=====================================================================================================
</TABLE>
(1) In the case of the ARD Loans, the Anticipated Repayment Date is assumed to
be the maturity date for the purposes of the table.
(2) Assumes a Cut-off Date of 6/1/99.
Prepayment Option
<TABLE>
<CAPTION>
Weighted Weighted
Average Average
Remaining Remaining Weighted
Percentage of Lockout Lockout Average
Number of Cut-off Date Initial Period Plus YM Period Maturity
Prepayment Option Loans Balance (1) Pool Balance (Years) (Years) (Years) (2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Lockout / Defeasance 328 $1,449,617,639 93.5% 9.8 9.8 10.2
Lockout / Yield Maintenance 12 75,685,525 4.9% 4.9 14.1 14.4
Lockout /Defeasance / Yield
Maintenance 3 25,126,442 1.6% 3.1 8.4 9.2
-----------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 9.5 10.0 10.4
=====================================================================================================
</TABLE>
(1) Assumes a Cut-off Date of 6/1/99.
(2) In the case of the ARD Loans, the Anticipated Repayment Date is assumed to
be the maturity date for the purposes of the table.
<PAGE>
Mortgage Pool Prepayment Profile (1)
<TABLE>
<CAPTION>
% of Pool
Months Since Number of Outstanding % of Pool Yield % of Pool
Date Cut-off Date Mortgage Loans Balance (mm) Lockout Maintenance Open Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jun-99 0 343 $1,550.4 100.0% 0.0% 0.0% 100.0%
Jun-00 12 343 $1,536.3 100.0% 0.0% 0.0% 100.0%
Jun-01 24 343 $1,520.7 100.0% 0.0% 0.0% 100.0%
Jun-02 36 343 $1,503.8 99.3% 0.7% 0.0% 100.0%
Jun-03 48 343 $1,485.6 96.7% 3.3% 0.0% 100.0%
Jun-04 60 342 $1,462.9 95.2% 4.8% 0.0% 100.0%
Jun-05 72 342 $1,441.7 95.3% 4.7% 0.0% 100.0%
Jun-06 84 337 $1,390.3 93.8% 6.2% 0.0% 100.0%
Jun-07 96 337 $1,366.1 93.8% 6.2% 0.0% 100.0%
Jun-08 108 335 $1,323.2 92.8% 3.6% 3.6% 100.0%
Jun-09 120 36 $ 107.8 56.8% 42.8% 0.3% 100.0%
Jun-10 132 34 $ 92.3 62.9% 36.7% 0.4% 100.0%
Jun-11 144 34 $ 88.3 58.0% 36.8% 5.2% 100.0%
Jun-12 156 33 $ 80.0 60.8% 38.8% 0.3% 100.0%
Jun-13 168 30 $ 61.0 52.2% 23.9% 23.9% 100.0%
Jun-14 180 18 $ 34.9 69.9% 29.5% 0.6% 100.0%
Jun-15 192 18 $ 31.7 70.4% 29.1% 0.5% 100.0%
Jun-16 204 18 $ 28.3 70.9% 28.6% 0.5% 100.0%
Jun-17 216 18 $ 24.7 71.6% 28.0% 0.3% 100.0%
Jun-18 228 17 $ 18.8 67.6% 30.0% 2.4% 100.0%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Assumes 0% CPR, no defaults, no extensions and ARD Loans pay in full on
their Anticipated Repayment Dates. Otherwise based on "Maturity Assumptions"
set forth in the Prospectus Supplement.
<PAGE>
EXHIBIT B
FORM OF TRUSTEE REPORT
B-1
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
- --------------------------------------------------------------------------------
TRUSTEE REPORT
Table of Contents
==================================================================
STATEMENT SECTIONS PAGE(s)
- ----------------- -------
Certificate Distribution Detail 2
Certificate Factor Detail 3
Reconciliation Detail 4
Other Required Information 5
Ratings Detail 6
Current Mortgage Loan and Property
Stratification Tables 7-9
Mortgage Loan Detail 10
Principal Prepayment Detail 11
Historical Detail 12
Delinquency Loan Detail 13
Specially Serviced Loan Detail 14-15
Modified Loan Detail 16
Liquidated Loan Detail 17
==================================================================
<TABLE>
<CAPTION>
Underwriter Servicer Servicer Special Servicer
============================ ================================= ==================================== =======================
<S> <C> <C> <C>
Donaldson, Lufkin & Jenrette Goldman, Sachs & Co. GE Capital Loan Services Inc.
Securities Corporation 85 Broad Street 363 North Sam Houston Parkway, East
277 Park Avenue New York, New York 10004 Suite 1200
New York, NY 10172 Houston, TX 77060
Contact: N. Dante LaRocca Contact: Dan Sparks Contact: Shelly Shrimpton Contact:
Phone Number: (212) 892-3000 Phone Number: (212) 902-2914 Phone Number: (281) 405-7087 Phone Number:
============================ ================================= ==================================== =======================
</TABLE>
This report has been compiled from information provided to Norwest by various
third parties, which may include the Servicer, Master Servicer, Special Servicer
and others. Norwest has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Norwest
expressly disclaims any responsibility for the accuracy or completeness of
information furnished by third parties.
- --------------------------------------------------------------------------------
Copyright 1997, Norwest Bank Minnesota, N.A. Page 1 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Certificate Distribution Detail
<TABLE>
<CAPTION>
=========================================================================================================================
Pass-Through Original Beginning Principal Interest
Class CUSIP Rate Balance Balance Distribution Distribution
=========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
A-1A 0.000000% 0.00 0.00 0.00 0.00
A-1B 0.000000% 0.00 0.00 0.00 0.00
A-2 0.000000% 0.00 0.00 0.00 0.00
A-3 0.000000% 0.00 0.00 0.00 0.00
A-4 0.000000% 0.00 0.00 0.00 0.00
B-1 0.000000% 0.00 0.00 0.00 0.00
B-2 0.000000% 0.00 0.00 0.00 0.00
B-3 0.000000% 0.00 0.00 0.00 0.00
B-4 0.000000% 0.00 0.00 0.00 0.00
B-5 0.000000% 0.00 0.00 0.00 0.00
B-6 0.000000% 0.00 0.00 0.00 0.00
B-7 0.000000% 0.00 0.00 0.00 0.00
B-8 0.000000% 0.00 0.00 0.00 0.00
C 0.000000% 0.00 0.00 0.00 0.00
D-1 0.000000% 0.00 0.00 0.00 0.00
D-2 0.000000% 0.00 0.00 0.00 0.00
R-I 0.000000% 0.00 0.00 0.00 0.00
R-II 0.000000% 0.00 0.00 0.00 0.00
R-III 0.000000% 0.00 0.00 0.00 0.00
=========================================================================================================================
Totals 0.00 0.00 0.00 0.00
=========================================================================================================================
<CAPTION>
===========================================================================================================
Realized Loss/ Current
Prepayment Additional Trust Total Ending Subordination
Class Penalties Fund Expenses Distribution Balance Level (1)
===========================================================================================================
<S> <C> <C> <C> <C> <C>
A-1A 0.00 0.00 0.00 0.00 0.00%
A-1B 0.00 0.00 0.00 0.00 0.00%
A-2 0.00 0.00 0.00 0.00 0.00%
A-3 0.00 0.00 0.00 0.00 0.00%
A-4 0.00 0.00 0.00 0.00 0.00%
B-1 0.00 0.00 0.00 0.00 0.00%
B-2 0.00 0.00 0.00 0.00 0.00%
B-3 0.00 0.00 0.00 0.00 0.00%
B-4 0.00 0.00 0.00 0.00 0.00%
B-5 0.00 0.00 0.00 0.00 0.00%
B-6 0.00 0.00 0.00 0.00 0.00%
B-7 0.00 0.00 0.00 0.00 0.00%
B-8 0.00 0.00 0.00 0.00 0.00%
C 0.00 0.00 0.00 0.00 0.00%
D-1 0.00 0.00 0.00 0.00 0.00%
D-2 0.00 0.00 0.00 0.00 0.00%
R-I 0.00 0.00 0.00 0.00 0.00%
R-II 0.00 0.00 0.00 0.00 0.00%
R-III 0.00 0.00 0.00 0.00 0.00%
===========================================================================================================
Totals 0.00 0.00 0.00 0.00
===========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================================
Original Beginning Ending
Pass-Through Notional Notional Interest Prepayment Total Notional
Class CUSIP Rate Amount Amount Distribution Penalties Distribution Amount
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
S 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00
====================================================================================================================================
</TABLE>
(1) Calculated by taking (A) the sum of the ending certificate balance of all
classes less (B) the sum of (i) the ending certificate balance of the designated
class and (ii) the ending certificate balance of all classes which are not
subordinate to the designated class and dividing the result by (A).
Copyright 1997, Norwest Bank Minnesota, N.A. Page 2 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
- --------------------------------------------------------------------------------
Certificate Factor Detail
<TABLE>
<CAPTION>
====================================================================================================================
Realized Loss/
Beginning Principal Interest Prepayment Additional Trust Ending
Class CUSIP Balance Distribution Distribution Penalties Fund Expenses Balance
====================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
A-1A 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-1B 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-3 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-4 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B-1 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B-3 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B-4 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B-5 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B-6 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B-7 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B-8 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
C 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
D-1 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
D-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
R-I 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
R-II 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
R-III 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
====================================================================================================================
</TABLE>
===============================================================================
Beginning Ending
Class CUSIP National Interest Prepayment Notional
Amount Distribution Penalties Amount
===============================================================================
S 0.00000000 0.00000000 0.00000000 0.00000000
===============================================================================
Copyright 1997, Norwest Bank Minnesota, N.A. Page 3 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Reconciliation Detail
<TABLE>
<CAPTION>
Advance Summary Servicing Fee Breakdowns
<S> <C> <C> <C>
P & I Advances Outstanding 0.00 Current Period Accrued Master Servicing Fees 0.00
Servicing Advances Outstanding 0.00 Less Delinquent Master Servicing Fees 0.00
Less Reductions to Master Servicing Fees 0.00
Reimbursement for Interest on Advances 0.00 Plus Master Servicing Fees for Delinquent Payments Received 0.00
paid from general collections Plus Adjustments for Prior Master Servicing Calculation 0.00
Total Master Servicing Fees Collected 0.00
</TABLE>
<TABLE>
<CAPTION>
Certificate Interest Reconciliation
====================================================================================================================================
Accrued Net Aggregate Distributable Distributable Additional Remaining Unpaid
Certificate Prepayment Certificate Certificate Interest Trust Fund Interest Distributable
Class Interest Interest Shortfall Interest Adjustment Expenses Distribution Certificate Interest
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
S 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-1A 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-1B 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-2 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-3 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-4 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B-1 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B-2 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B-3 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B-4 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B-5 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B-6 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B-7 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B-8 0.00 0.00 0.00 0.00 0.00 0.00 0.00
C 0.00 0.00 0.00 0.00 0.00 0.00 0.00
D-1 0.00 0.00 0.00 0.00 0.00 0.00 0.00
D-2 0.00 0.00 0.00 0.00 0.00 0.00 0.00
====================================================================================================================================
Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00
====================================================================================================================================
</TABLE>
Copyright 1997, Norwest Bank Minnesota, N.A. Page 4 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Other Required Information
<TABLE>
<S> <C>
Available Distribution Amount 0.00 Cumulative Realized Losses
Class A-1A 0.00
Class A-1B 0.00
Original Number of Outstanding Loans 0 Class A-2 0.00
Class A-3 0.00
Class A-4 0.00
Aggregate Number of Outstanding Loans 0 Class B-1 0.00
Class B-2 0.00
Aggregate Stated Principal Balance of Loans 0.00 Class B-3 0.00
Class B-4 0.00
Aggregate Unpaid Principal Balance of Loans 0.00 Class B-5 0.00
Class B-6 0.00
Class B-7 0.00
Class B-8 0.00
Aggregate Amount of Master Servicing Fee 0.00 Class C 0.00
Aggregate Amount of Special Servicing Fee 0.00 Appraised Reduction Amount
Aggregate Amount of Trustee Fee 0.00 ============================================================
Appraisal Date Appraisal
Aggregate Trust Fund Expenses 0.00 Loan Reduction Reduction
Number Amount Effected
Interest Reserve Deposit 0.00 ============================================================
Specially Serviced Loans not Delinquent
Number of Outstanding Loans 0
Aggregate Unpaid Principal Balance 0.00 Total
============================================================
</TABLE>
Copyright 1997, Norwest Bank Minnesota, N.A. Page 5 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Ratings Detail
<TABLE>
<CAPTION>
====================================================================================================================
Original Ratings Current Ratings (1)
Class CUSIP ----------------------------------- -----------------------------------
DCR Fitch Moody's S & P DCR Fitch Moody's S & P
====================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
S
A-1A
A-1B
A-2
A-3
A-4
B-1
B-2
B-3
B-4
B-5
B-6
B-7
B-8
C
D-1
D-2
====================================================================================================================
</TABLE>
NR - Designates that the class was not rated by the above agency at the time of
original issuance.
X - Designates that the above rating agency did not rate any classes in this
transaction at the time of original issuance.
N/A - Data not available this period.
1) For any class not rated at the time of original issuance by any particular
rating agency, no request has been made subsequent to issuance to obtain rating
information, if any, from such rating agency. The current ratings were obtained
directly from the applicable rating agency within 30 days of the payment date
listed above. The ratings may have changed since they were obtained. Because the
ratings may have changed, you may want to obtain current ratings directly from
the rating agencies.
<TABLE>
<S> <C> <C> <C>
Duff & Phelps Credit Rating Co. Fitch IBCA, Inc. Moody's Investors Service Standard & Poor's Rating Services
55 East Monroe Street One State Street Plaza 99 Church Street 26 Broadway
Chicago, Illinois 60603 New York, New York 10004 New York, New York 10007 New York, New York 10004
(312) 368-3100 (212) 908-0500 (212) 553-0300 (212) 208-8000
</TABLE>
Copyright 1997, Norwest Bank Minnesota, N.A. Page 6 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Current Mortgage Loan and Property Stratification Tables
<TABLE>
<CAPTION>
Scheduled Balance State(3)
================================================================= =============================================================
% of % of
Scheduled # of Scheduled Agg. WAM Weighted # of Scheduled Agg. WAM Weighted
Balance Loans Balance Bal. (2) WAC Avg DSCR(1) State Props. Balance Bal. (2) WAC Avg DSCR(1)
================================================================= =============================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
================================================================= ============================================================
Totals Totals
================================================================= ============================================================
</TABLE>
See footnotes on last page of this section.
Copyright 1997, Norwest Bank Minnesota, N.A. Page 7 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Current Mortgage Loan and Property Stratification Tables
Debt Service Coverage Ratio
================================================================================
% of
Debt Service # of Scheduled Agg. WAM Weighted
Coverage Ratio Loans Balance Bal. (2) WAC Avg DSCR(1)
================================================================================
================================================================================
Totals
================================================================================
Property Type(3)
================================================================================
% of
Property # of Scheduled Agg. WAM Weighted
Type Props. Balance Bal. (2) WAC Avg DSCR(1)
================================================================================
================================================================================
Totals
================================================================================
Note Rate
================================================================================
% of
Note # of Scheduled Agg. WAM Weighted
Rate Loans Balance Bal. (2) WAC Avg DSCR(1)
================================================================================
================================================================================
Totals
================================================================================
Seasoning
================================================================================
% of
# of Scheduled Agg. WAM Weighted
Seasoning Loans Balance Bal. (2) WAC Avg DSCR(1)
================================================================================
================================================================================
Totals
================================================================================
See footnotes on last page of this section.
Copyright 1997, Norwest Bank Minnesota, N.A. Page 8 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Current Mortgage Loan and Property Stratification Tables
<TABLE>
<CAPTION>
Anticipated Remaining Term (ARD and Balloon Loans)
==========================================================================================================
% of
Anticipated Remaining # of Scheduled Agg. WAM Weighted
Term(2) Loans Balance Bal. (2) WAC Avg DSCR(1)
==========================================================================================================
<S> <C> <C> <C> <C> <C> <C>
==========================================================================================================
Totals
==========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Remaining Stated Term (Fully Amortizing Loans)
==========================================================================================================
% of
Remaining Stated # of Scheduled Agg. WAM Weighted
Term Loans Balance Bal. (2) WAC Avg DSCR(1)
==========================================================================================================
<S> <C> <C> <C> <C> <C> <C>
==========================================================================================================
Totals
==========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Remaining Amortization Term (ARD and Balloon Loans)
==========================================================================================================
% of
Remaining Amortization # of Scheduled Agg. WAM Weighted
Term Loans Balance Bal. (2) WAC Avg DSCR (1)
==========================================================================================================
<S> <C> <C> <C> <C> <C> <C>
==========================================================================================================
Totals
==========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Age of Most Recent NOI
==========================================================================================================
% of
Age of Most # of Scheduled Agg. WAM Weighted
Recent NOI Loans Balance Bal. (2) WAC Avg DSCR(1)
==========================================================================================================
<S> <C> <C> <C> <C> <C> <C>
==========================================================================================================
Totals
==========================================================================================================
</TABLE>
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures
become available from borrowers on an asset level. In all cases the most current
DSCR provided by the Servicer is used. To the extent that no DSCR is provided by
the Servicer, information from the offering document is used. The Trustee makes
no representations as to the accuracy of the data provided by the borrower for
this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the term
from the current month to the earlier of the Anticipated Repayment Date, if
applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current loan
information to the properties based upon the Cut-off Date Balance of the related
mortgage loan as disclosed in the offering document.
Note: (i) "Scheduled Balance" has the meaning assigned thereto in the CSSA
Standard Information Package.
Copyright 1997, Norwest Bank Minnesota, N.A. Page 9 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Mortgage Loan Detail
<TABLE>
<CAPTION>
===========================================================================================================================
Anticipated
Loan Property Interest Principal Gross Repayment Maturity
Number ODCR Type(1) City State Payment Payment Coupon Date Date
===========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
===========================================================================================================================
Totals
===========================================================================================================================
<CAPTION>
===========================================================================================================================
Neg. Beginning Ending Paid Appraisal Appraisal Res. Mod.
Loan Amount Scheduled Scheduled Thru Reduction Reduction Strat. Code
Number (Y/N) Balance Balance Date Date Amount (2) (3)
===========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
===========================================================================================================================
Totals
===========================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
(1) Property Type Code (2) Resolution Strategy Code (3) Modification Code
---------------------- ---------------------------- ---------------------
<S> <C> <C> <C> <C>
MF - Multi-Family OF - Office 1 - Modification 7 - REO 1 - Maturity Date Extension
RT - Retail MU - Mixed Use 2 - Foreclosure 8 - Resolved 2 - Amortization Change
HC - Health Care LO - Lodging 3 - Bankruptcy 9 - Pending Return 3 - Principal Write-Off
IN - Industrial SS - Self Storage 4 - Extension to Master Servicer 4 - Combination
WH - Warehouse OT - Other 5 - Note Sale 10 - Deed in Lieu Of
MH - Mobile Home Park 6 - DPO Foreclosure
</TABLE>
Copyright 1997, Norwest Bank Minnesota, N.A. Page 10 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Principal Prepayment Detail
<TABLE>
<CAPTION>
============================================================================================================================
Principal Prepayment Amount Prepayment Penalities
Offering Document ----------------------------------- -----------------------------------------------
Loan Number Cross-Reference Payoff Amount Curtailment Amount Prepayment Premium Yield Maintenance Premium
============================================================================================================================
<S> <C> <C> <C> <C> <C>
============================================================================================================================
Totals
============================================================================================================================
</TABLE>
Copyright 1997, Norwest Bank Minnesota, N.A. Page 11 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Historical Detail
<TABLE>
<CAPTION>
====================================================================================================================================
Delinquencies Prepayments Rate and Maturities
- ----------------------------------------------------------------------------------------- ------------------- ----------------------
Distribution 30-59 Days 60-89 Days 90 Days or More Foreclosure REO Modifications Curtailments Payoff Next Weighted Avg.
Date # Balance # Balance # Balance # Balance # Balance # Balance # Amount Amount Coupon Remit WAM
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Note: Foreclosure and REO Totals are excluded from the delinquencies aging
categories.
Copyright 1997, Norwest Bank Minnesota, N.A. Page 12 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Delinquency Loan Detail
<TABLE>
<CAPTION>
=====================================================================================================================
Offering # of Current Outstanding Status of Resolution
Loan Document Months Paid Through P & I P & I Mortgage Strategy
Number Cross-Reference Delinq. Date Advances Advances Loan(1) Code(2)
=====================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
=====================================================================================================================
Totals
=====================================================================================================================
<CAPTION>
=====================================================================================================================
Current Outstanding
Loan Servicing Foreclosure Servicing Servicing REO
Number Transfer Date Date Advances Advances Bankruptcy Date Date
=====================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
=====================================================================================================================
Totals
=====================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
(1) Status of Mortgage Loan (2) Resolution Strategy Code
--------------------------- ----------------------------
<S> <C> <C> <C>
A - Payment Not Received 2 - Two Months Delinquent 1 - Modification 7 - REO
But Still in Grace Period 3 - Three Or More Months Delinquent 2 - Foreclosure 8 - Resolved
B - Late Payment But Less 4 - Assumed Scheduled Payment 3 - Bankruptcy 9 - Pending Return
Than 1 Month Delinquent (Performing Matured Balloon) 4 - Extension to Master Servicer
0 - Current 7 - Foreclosure 5 - Note Sale 10 - Deed in Lieu Of
1 - One Month Delinquent 9 - REO 6 - DPO Foreclosure
</TABLE>
**Outstanding P & I Advances include the current period advance
Copyright 1997, Norwest Bank Minnesota, N.A. Page 13 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Specially Serviced Loan Detail - Part 1
<TABLE>
<CAPTION>
==================================================================================================================================
Offering Servicing Resolution
Distribution Loan Document Transfer Strategy Scheduled Property Interest
Date Number Cross-Reference Date Code(1) Balance Type(2) State Rate
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
==================================================================================================================================
<CAPTION>
==================================================================================================================================
Net Remaining
Distribution Actual Operating NOI Note Maturity Amortization
Date Balance Income Date DSCR Date Date Term
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
==================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
(1) Resolution Strategy Code (2) Property Type Code
---------------------------- ----------------------
<S> <C> <C> <C>
1 - Modification 7 - REO MF - Multi-Family OF - Office
2 - Foreclosure 8 - Resolved RT - Retail MU - Mixed Use
3 - Bankruptcy 9 - Pending Return HC - Health Care LO - Lodging
4 - Extension to Master Servicer IN - Industrial SS - Self Storage
5 - Note Sale 10 - Deed in Lieu Of WH - Warehouse OT - Other
6 - DPO Foreclosure MH - Mobile Home Park
</TABLE>
Copyright 1997, Norwest Bank Minnesota, N.A. Page 14 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Specially Serviced Loan Detail - Part 2
<TABLE>
<CAPTION>
===================================================================================================================================
Offering Resolution Site
Distribution Loan Document Strategy Inspection
Date Number Cross-Reference Code(1) Date Comment
===================================================================================================================================
<S> <C> <C> <C> <C> <C>
===================================================================================================================================
<CAPTION>
===================================================================================================================================
Distribution Appraisal Appraisal Other REO
Date Phase 1 Date Date Value Property Revenue Comment
===================================================================================================================================
<S> <C> <C> <C> <C> <C>
===================================================================================================================================
</TABLE>
(1) Resolution Strategy Code
----------------------------
1 - Modification 7 - REO
2 - Foreclosure 8 - Resolved
3 - Bankruptcy 9 - Pending Return
4 - Extension to Master Servicer
5 - Note Sale 10 - Deed in Lieu Of
6 - DPO Foreclosure
Copyright 1997, Norwest Bank Minnesota, N.A. Page 15 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Modified Loan Detail
<TABLE>
<CAPTION>
===================================================================================================================================
Offering
Loan Document Pre-Modification Modification
Number Cross-Reference Balance Date Modification Description
===================================================================================================================================
<S> <C> <C> <C> <C>
===================================================================================================================================
Total
===================================================================================================================================
</TABLE>
Copyright 1997, Norwest Bank Minnesota, N.A. Page 16 of 17
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-CG2
------------------------------------------
[LOGO] For Additional Information, please contact
Norwest Bank Minnesota, N.A. Leslie Gaskill
Corporate Trust Services (212) 515-5254
3 New York Plaza, 15th Floor Reports Available on the World Wide Web
New York, NY 10004 @ www.ctslink.com/cmbs
------------------------------------------
Payment Date: 07/12/1999
Record Date: 06/30/1999
Liquidated Loan Detail
<TABLE>
<CAPTION>
=====================================================================================================================
Final Recovery Offering Gross Proceeds
Loan Determination Docuument Appraisal Appraisal Actual Gross as a % of
Number Date Cross-Reference Date Value Balance Proceeds Actual Balance
=====================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
=====================================================================================================================
Current Total
=====================================================================================================================
Cumulative Total
=====================================================================================================================
<CAPTION>
===========================================================================================
Aggregate Net Net Proceeds Repurchased
Loan Liquidation Liquidation as a % of Realized by Seller
Number Expenses* Proceeds Actual Balance Loss (Y/N)
===========================================================================================
<S> <C> <C> <C> <C> <C>
===========================================================================================
Current Total
===========================================================================================
Cumulative Total
===========================================================================================
</TABLE>
* Aggregate liquidation expenses also include outstanding P & I advances and
unpaid fees (servicing, trustee, etc.).
Copyright 1997, Norwest Bank Minnesota, N.A. Page 17 of 17
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE>
EXHIBIT C
DECREMENT TABLES FOR CLASS A, CLASS B-1 AND CLASS B-2 CERTIFICATES
PERCENTAGE OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-1A CERTIFICATES
FOLLOWING DISTRIBUTION DATE IN-- 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Closing Date............................. 100% 100% 100% 100% 100%
June 2000................................ 94% 94% 94% 94% 94%
June 2001................................ 88% 88% 88% 88% 88%
June 2002................................ 81% 81% 81% 81% 81%
June 2003................................ 73% 73% 73% 73% 73%
June 2004................................ 64% 64% 64% 64% 64%
June 2005................................ 55% 55% 55% 55% 55%
June 2006................................ 34% 34% 34% 34% 34%
June 2007................................ 24% 24% 24% 24% 24%
June 2008................................ 6% 4% 2% 0% 0%
June 2009 and thereafter................. 0% 0% 0% 0% 0%
Wtd. Avg. Life (yrs):.................. 5.70 5.69 5.68 5.66 5.59
</TABLE>
<TABLE>
<CAPTION>
CLASS A-1B CERTIFICATES
FOLLOWING DISTRIBUTION DATE IN-- 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Closing Date............................. 100% 100% 100% 100% 100%
June 2000................................ 100% 100% 100% 100% 100%
June 2001................................ 100% 100% 100% 100% 100%
June 2002................................ 100% 100% 100% 100% 100%
June 2003................................ 100% 100% 100% 100% 100%
June 2004................................ 100% 100% 100% 100% 100%
June 2005................................ 100% 100% 100% 100% 100%
June 2006................................ 100% 100% 100% 100% 100%
June 2007................................ 100% 100% 100% 100% 100%
June 2008................................ 100% 100% 100% 100% 96%
June 2009 and thereafter................. 0% 0% 0% 0% 0%
Wtd. Avg. Life (yrs):.................. 9.74 9.71 9.69 9.65 9.43
</TABLE>
C-1
<PAGE>
PERCENTAGE OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-2 CERTIFICATES
FOLLOWING DISTRIBUTION DATE IN-- 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Closing Date............................. 100% 100% 100% 100% 100%
June 2000................................ 100% 100% 100% 100% 100%
June 2001................................ 100% 100% 100% 100% 100%
June 2002................................ 100% 100% 100% 100% 100%
June 2003................................ 100% 100% 100% 100% 100%
June 2004................................ 100% 100% 100% 100% 100%
June 2005................................ 100% 100% 100% 100% 100%
June 2006................................ 100% 100% 100% 100% 100%
June 2007................................ 100% 100% 100% 100% 100%
June 2008................................ 100% 100% 100% 100% 100%
June 2009 and thereafter................. 0% 0% 0% 0% 0%
Wtd. Avg. Life (yrs):.................. 9.95 9.95 9.95 9.88 9.64
</TABLE>
<TABLE>
<CAPTION>
CLASS A-3 CERTIFICATES
FOLLOWING DISTRIBUTION DATE IN-- 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Closing Date............................. 100% 100% 100% 100% 100%
June 2000................................ 100% 100% 100% 100% 100%
June 2001................................ 100% 100% 100% 100% 100%
June 2002................................ 100% 100% 100% 100% 100%
June 2003................................ 100% 100% 100% 100% 100%
June 2004................................ 100% 100% 100% 100% 100%
June 2005................................ 100% 100% 100% 100% 100%
June 2006................................ 100% 100% 100% 100% 100%
June 2007................................ 100% 100% 100% 100% 100%
June 2008................................ 100% 100% 100% 100% 100%
June 2009 and thereafter................. 0% 0% 0% 0% 0%
Wtd. Avg. Life (yrs):.................. 9.95 9.95 9.95 9.95 9.70
</TABLE>
C-2
<PAGE>
PERCENTAGE OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-4 CERTIFICATES
FOLLOWING DISTRIBUTION DATE IN-- 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Closing Date............................. 100% 100% 100% 100% 100%
June 2000................................ 100% 100% 100% 100% 100%
June 2001................................ 100% 100% 100% 100% 100%
June 2002................................ 100% 100% 100% 100% 100%
June 2003................................ 100% 100% 100% 100% 100%
June 2004................................ 100% 100% 100% 100% 100%
June 2005................................ 100% 100% 100% 100% 100%
June 2006................................ 100% 100% 100% 100% 100%
June 2007................................ 100% 100% 100% 100% 100%
June 2008................................ 100% 100% 100% 100% 100%
June 2009 and thereafter................. 0% 0% 0% 0% 0%
Wtd. Avg. Life (yrs):.................. 9.95 9.95 9.95 9.95 9.73
</TABLE>
<TABLE>
<CAPTION>
CLASS B-1 CERTIFICATES
FOLLOWING DISTRIBUTION DATE IN-- 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Closing Date............................. 100% 100% 100% 100% 100%
June 2000................................ 100% 100% 100% 100% 100%
June 2001................................ 100% 100% 100% 100% 100%
June 2002................................ 100% 100% 100% 100% 100%
June 2003................................ 100% 100% 100% 100% 100%
June 2004................................ 100% 100% 100% 100% 100%
June 2005................................ 100% 100% 100% 100% 100%
June 2006................................ 100% 100% 100% 100% 100%
June 2007................................ 100% 100% 100% 100% 100%
June 2008................................ 100% 100% 100% 100% 100%
June 2009 and thereafter................. 0% 0% 0% 0% 0%
Wtd. Avg. Life (yrs):.................. 9.95 9.95 9.95 9.95 9.78
</TABLE>
C-3
<PAGE>
PERCENTAGE OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS B-2 CERTIFICATES
FOLLOWING DISTRIBUTION DATE IN-- 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Closing Date............................. 100% 100% 100% 100% 100%
June 2000................................ 100% 100% 100% 100% 100%
June 2001................................ 100% 100% 100% 100% 100%
June 2002................................ 100% 100% 100% 100% 100%
June 2003................................ 100% 100% 100% 100% 100%
June 2004................................ 100% 100% 100% 100% 100%
June 2005................................ 100% 100% 100% 100% 100%
June 2006................................ 100% 100% 100% 100% 100%
June 2007................................ 100% 100% 100% 100% 100%
June 2008................................ 100% 100% 100% 100% 100%
June 2009 and thereafter................. 0% 0% 0% 0% 0%
Wtd. Avg. Life (yrs):.................. 9.95 9.95 9.95 9.95 9.78
</TABLE>
C-4
<PAGE>
EXHIBIT D
PRICE/YIELD TABLE FOR THE CLASS S CERTIFICATES
Corporate Bond Equivalent (CBE) Yield of the Class S Certificates
at Various CPRs
0.4577% Initial Pass-Through Rate
Initial Class Notional Amount $1,550,429,606
<TABLE>
<CAPTION>
PRICE (32NDS)* 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
-------------- ------ ------- ------- ------- --------
CBE YIELD % CBE YIELD % CBE YIELD % CBE YIELD % CBE YIELD %
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
3-00 12.92% 12.90% 12.87% 12.84% 12.63%
3-04 11.85% 11.83% 11.81% 11.78% 11.55%
3-08 10.86% 10.84% 10.81% 10.78% 10.55%
3-12 9.92% 9.90% 9.88% 9.84% 9.61%
3-16 9.04% 9.02% 9.00% 8.96% 8.72%
3-20 8.22% 8.19% 8.17% 8.13% 7.89%
3-24 7.43% 7.41% 7.38% 7.35% 7.10%
3-28 6.69% 6.67% 6.64% 6.61% 6.35%
4-00 5.99% 5.97% 5.94% 5.90% 5.64%
</TABLE>
- --------------------
* Exclusive of accrued interest.
D-1
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
EXHIBIT E
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain limited circumstances, the globally offered DLJ
Commercial Mortgage Corp., Commercial Mortgage Pass-Through Certificates, Series
1999-CG2, Class S, Class A-1A, Class A-1B, Class A-2, Class A-3, Class A-4,
Class B-1 and Class B-2 (collectively, the "Book-Entry Certificates"), will be
available only in book-entry form.
The Book-Entry Certificates will be tradable as home market instruments
in both the European and U.S. domestic markets. Initial settlement and all
secondary trades will settle in same-day funds.
Secondary market trading between investors holding Book-Entry
Certificates through Cedel and Euroclear will be conducted in the ordinary way
in accordance with their normal rules and operating procedures and in accordance
with conventional Eurobond practice (i.e., seven calendar days' settlement).
Secondary market trading between investors holding Book-Entry
Certificates through DTC will be conducted according to the rules and procedures
applicable to U.S. corporate debt obligations.
Secondary cross-market trading between Cedel or Euroclear and DTC
Participants holding Book-Entry Certificates will be effected on a delivery
against payment basis through the respective depositaries of Cedel and Euroclear
(in such capacity) as DTC Participants.
Non-U.S. holders (as described below) of Book-Entry Certificates will
be subject to U.S. withholding taxes unless such holders meet certain
requirements and deliver appropriate U.S. tax documents to the securities
clearing organizations of their participants.
INITIAL SETTLEMENT
All Certificates of each Class of Book-Entry Certificates will be held
in book-entry form by DTC in the name of Cede & Co. as nominee of DTC.
Investors' interests in the Book-Entry Certificates will be represented through
financial institutions acting on their behalf as direct and indirect DTC
Participants. As a result, Cedel and Euroclear will hold positions on behalf of
their member organizations (the "Member Organizations") through their respective
depositaries ("Depositary" or "Depositaries"), which in turn will hold such
positions in accounts as DTC Participants.
Investors' securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.
Investors electing to hold their Book-Entry Certificates through Cedel
or Euroclear accounts will follow the settlement procedures applicable to
conventional Eurobonds, except that there will be no temporary global security
and no "lock up" or restricted period. Global Securities will be credited to the
securities custody accounts on the settlement date against payment in same-day
funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important
to establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled in same-day funds.
E-1
<PAGE>
Trading between Cedel and/or Euroclear Participants. Secondary market
trading between Member Organizations of Cedel or Euroclear will be settled using
the procedures applicable to conventional Eurobonds in same-day funds.
Trading between DTC Seller and Cedel or Euroclear Purchaser. When
Book-Entry Certificates are to be transferred from the account of a DTC
Participant to the account of a Member Organization of Cedel or Euroclear, the
purchaser will send instructions to Cedel or Euroclear through such a Member
Organization at least one business day prior to settlement. Cedel or Euroclear
will instruct the respective Depositary, as the case may be, to receive the
Book-Entry Certificates against payment. Payment will include interest accrued
on the Book-Entry Certificates from and including the last coupon payment date
to and excluding the settlement date, calculated on the basis of a year of 360
days consisting of twelve 30-day months. Payment will then be made by the
respective Depositary to the DTC Participant's account against delivery of the
Book-Entry Certificates. After settlement has been completed, the Book-Entry
Certificates will be credited to the respective clearing system and by the
clearing system, in accordance with its usual procedures, to the account of the
Member Organization of Cedel or Euroclear. The securities credit will appear the
next day (European time) and the cash debit will be back-valued to, and the
interest on the Book-Entry Certificates will accrue from, the value date (which
would be the preceding day when settlement occurred in New York). If settlement
is not completed on the intended value date (i.e., the trade fails), the Cedel
or Euroclear cash debit will be valued instead as of the actual settlement date.
Member Organizations of Cedel and Euroclear will need to make available
to the respective clearing systems the funds necessary to process same-day funds
settlement. The most direct means of doing so is to pre-position funds for
settlement, either from cash on hand or existing lines of credit, as they would
for any settlement occurring within Cedel or Euroclear. Under this approach,
they may take on credit exposure to Cedel or Euroclear until the Book-Entry
Certificates are credited to their accounts one day later.
As an alternative, if Cedel or Euroclear has extended a line of credit
to them, Member Organizations of Cedel or Euroclear can elect not to
pre-position funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, such Member Organizations purchasing
Book-Entry Certificates would incur overdraft charges for one day, assuming they
cleared the overdraft when the Book-Entry Certificates were credited to their
accounts. However, interest on the Book-Entry Certificates would accrue from the
value date. Therefore, in many cases the investment income on the Book-Entry
Certificates earned during that one-day period may substantially reduce or
offset the amount of such overdraft charges, although this result will depend on
the cost of funds of the respective Member Organization of Cedel or Euroclear.
Since the settlement is taking place during New York business hours,
DTC Participants can employ their usual procedures for sending Book-Entry
Certificates to the respective Depositary for the benefit of Member
Organizations of Cedel or Euroclear. The sale proceeds will be available to the
DTC seller on the settlement date. Thus, to the DTC Participant a cross-market
transaction will settle no differently than a trade between two DTC
Participants.
Trading between Cedel or Euroclear Seller and DTC Purchaser. Due to
time zone differences in their favor, Member Organizations of Cedel or Euroclear
may employ their customary procedures for transactions in which Book-Entry
Certificates are to be transferred by the respective clearing system, through
the respective Depositary, to a DTC Participant. The seller will send
instructions to Cedel or Euroclear through a Member Organization of Cedel or
Euroclear at least one business day prior to settlement. In these cases, Cedel
or Euroclear will instruct the respective Depositary, as appropriate, to deliver
the Book-Entry Certificates to the DTC Participant's account against payment.
Payment will include interest accrued on the Book-Entry Certificates from and
including the last coupon payment date to and excluding the settlement date,
calculated on the basis of a year of 360 days consisting of twelve 30-day
months. The payment will then be reflected in the account of the Member
Organization of Cedel or Euroclear the following day, and receipt of the cash
proceeds in the account of such Member Organization of Cedel or Euroclear would
be back-valued to the value date (which would be the preceding day, when
settlement occurred in New York). Should the Member Organization of Cedel or
Euroclear have a line of credit with its respective clearing system and
elect to be in debit in anticipation of receipt of the sale proceeds in its
account, the back-valuation will extinguish any overdraft charges incurred over
the one-day period.
E-2
<PAGE>
If settlement is not completed on the intended value date (i.e., the trade
fails) receipt of the cash proceeds in the account of the Member Organization
of Cedel or Euroclear would instead be valued as of the actual settlement date.
Finally, day traders that use Cedel or Euroclear and that purchase
Book-Entry Certificates from DTC Participants for delivery to Member
Organizations of Cedel or Euroclear should note that these trades would
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:
(a) borrowing through Cedel or Euroclear for one day (until the
purchase side of the day trade is reflected in their Cedel or Euroclear
accounts) in accordance with the clearing system's customary procedures;
(b) borrowing the Book-Entry Certificates in the United States from a
DTC Participant no later than one day prior to settlement, which would allow
sufficient time for the Book-Entry Certificates to be reflected in their Cedel
or Euroclear accounts in order to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade
so that the value date for the purchase from the DTC Participant is at least one
day prior to the value date for the sale to the Member Organization of Cedel or
Euroclear.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A holder holding a Book-Entry Certificate through Cedel, Euroclear or
DTC may be subject to United States withholding tax at a rate of 30% unless:
(i) the U.S. entity required to withhold tax (the "U.S.
withholding agent") receives a statement (a) from the
Certificateholder on IRS Form W-8 (or successor or substitute
form thereto) that (1) is signed by the Certificateholder
under penalty of perjury, (2) certifies that such owner is
not a United States Person and (3) provides the name and
address of the Certificateholder or (b) from a securities
clearing organization, a bank or another financial
institution that holds customers' securities in the ordinary
course of its trade or business (a "financial institution")
that (1) is signed under penalties of perjury by an
authorized representative of the financial institution, (2)
states that the financial institution has received IRS Form
W-8 (or successor or substitute form thereto) from the
Certificateholder or that another financial institution
acting on behalf of the Certificateholder has received such
IRS Form W-8 (or successor or substitute form thereto), (3)
provides the name and address of the Certificateholder and
(4) attaches IRS Form W-8 (or successor or substitute form
thereto) provided by the Certificateholder;
(ii) the Certificateholder provides a properly executed IRS Form
1001 (or successor or substitute form thereto) to the U.S.
withholding agent;
(iii) the Certificateholder provides a properly executed IRS Form
4224 (or successor or substitute form thereto) to the U.S.
withholding agent;
(iv) interest is paid or collected on behalf of the
Certificateholder at an address inside the United States and
the Certificateholder is a United States Person that is exempt
from withholding and complies with the appropriate
certification requirements, if any; or
(v) interest is paid at an address inside the United States and
backup withholding is required.
E-3
<PAGE>
A holder holding Book-Entry Certificates through Cedel, DTC or
Euroclear may be subject to backup withholding at a rate of 31% unless the
Certificateholder:
(i) provides a properly executed IRS Form W-8 (or successor or
substitute form thereto) or IRS Form W-9 (or substitute form);
or
(ii) is a corporation (within the meaning of Section 7701(a) of the
Code) or otherwise establishes that it is a recipient exempt
from United States backup withholding.
A holder holding Book-Entry Certificates through Cedel or Euroclear, or
in the case of an IRS Form 1001 or an IRS Form 4224, the holder's agent,
provides the forms and statements referred to above by submitting them to the
person through which he holds an interest in the Book-Entry Certificates (which
is the clearing agency, in the case of persons holding directly on the books of
the clearing agency). Subject to the transition rules governing the introduction
of the series of new IRS Forms W-8 (as discussed below), IRS Form W-8 and IRS
Form 1001 are effective after the issuance of the Book-Entry Certificate in the
calendar year of its issuance and the two immediately succeeding calendar years
and IRS Form 4224 is effective for one calendar year. If the information on the
form changes, the beneficial owner must inform the person through which he holds
within 30 days of such change.
The New Regulations affect the documentation required from Non-U.S.
Certificateholders having validly existing IRS Forms, such as IRS Forms W-8,
1001 or 4224. The New Regulations replace a number of current tax certification
forms (including IRS Forms W-8, 1001 and 4224, as discussed above) with a new
series of IRS Forms W-8 and generally standardize the period of time for which
withholding agents can rely on such forms (although certain of the new forms may
remain valid indefinitely if the Certificateholder provides a United States
taxpayer identification number and the information on the form does not change).
Existing forms and statements will remain valid for the following periods: (a) a
withholding agent holding an existing form or statement that is valid on or
after January 1, 1999, may treat that form or statement as valid until the
earlier of its expiration or December 31, 2000, (b) no existing forms or
statements will be effective after December 31, 2000 and (c) existing forms and
statements that expire in 1999 will not be effective after expiration.
The New Regulations are generally effective for payments after December
31, 1999. However, the IRS recently issued IRS Notice 99-25 in which it
announced its intention to delay the effective date of the New Regulations, so
that they will be effective for payments made after December 31, 2000.
Prospective investors are urged to consult their tax advisors with respect to
the effect of the New Regulations.
This summary does not deal with all aspects of federal income tax
withholding that may be relevant to Certificateholders that are not United
States Persons. Such investors are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of the Certificates.
E-4
<PAGE>
EXHIBIT F
SUMMARY TERM SHEET
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
DLJ Commercial Mortgage Corp.
Commercial Mortgage Pass-Through Certificates,
Series 1999-CG2
$1,383,758,000
Offered Certificates
GE Capital Access, Inc.
Column Financial, Inc.
Archon Financial, L.P.
Donaldson, Lufkin & Jenrette Goldman, Sachs & Co.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences.) The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent of
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs &
Co. expressly reserves the right, at its sole discretion, to reject any or all
proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 1
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Transaction Offering:
- ---------------------
<TABLE>
<CAPTION>
(%) of Initial
Initial Initial Pass-
Certificate Pool Credit Through Wtd. Avg. Maturity Principal Legal ERISA
Class Ratings(1) Balance Balance Support Rate Description Life(3) (3) Window(3) Status (4)
- ----- ---------- ------------ ------- ------- ------- ----------- --------- -------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Publicly Offered Certificates:
S Aaa/AAA $1,550,429,606(2) -- -- -- -- -- -- -- Public Yes
A-1A Aaa/AAA 241,610,000 15.58% 27.00% 6.8800% Fixed 5.7 7/10/08 7/99--7/08 Public Yes
A-1B Aaa/AAA 890,203,000 57.42% 27.00% 7.3000% WAC Cap 9.7 6/10/09 7/08--6/09 Public Yes
A-2 Aa2/AA 69,769,000 4.50% 22.50% 7.4500% WAC Cap 9.9 6/10/09 6/09--6/09 Public No
A-3 A2/A 81,398,000 5.25% 17.25% 7.6067% WAC Cap 9.9 6/10/09 6/09--6/09 Public No
A-4 A3/A- 19,380,000 1.25% 16.00% 7.6067% WAC 9.9 6/10/09 6/09--6/09 Public No
B-1 Baa2/BBB 58,141,000 3.75% 12.25% 7.6067% WAC 9.9 6/10/09 6/09--6/09 Public No
B-2 Baa3/BBB- 23,257,000 1.50% 10.75% 7.6067% WAC 9.9 6/10/09 6/09--6/09 Public No
<CAPTION>
(%) of Initial
Initial Initial Pass-
Expected Certificate Pool Credit Through Wtd. Avg. Maturity Principal Legal ERISA
Class Ratings(1) Balance Balance Support Rate Description Life(3) (3) Window(3) Status (4)
- ----- ---------- ------------ ------- ------- ------- ----------- --------- -------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Privately Offered Certificates(5):
B-3 -- -- -- -- -- -- -- -- -- Private-144A --
B-4 -- -- -- -- -- -- -- -- -- Private-144A --
B-5 -- -- -- -- -- -- -- -- -- Private-144A --
B-6 -- -- -- -- -- -- -- -- -- Private-144A --
B-7 -- -- -- -- -- -- -- -- -- Private-144A --
B-8 -- -- -- -- -- -- -- -- -- Private-144A --
C -- -- -- -- -- -- -- -- -- Private-144A --
</TABLE>
(1) Moody's Investors Service, Inc. / Fitch IBCA, Inc.
(2) Notional amount. The Class S certificates will be interest only and not be
entitled to distributions of principal.
(3) Assumes 0% CPR, no defaults, no extensions and ARD Loans pay in full on
their Anticipated Repayment Dates. Otherwise based on "Maturity
Assumptions" set forth in the Prospectus Supplement.
(4) Expected to be eligible for each of the underwriters' individual prohibited
transaction exemptions under ERISA.
(5) Not offered herein.
Originator Profile;
- -------------------
The mortgage loans were originated or acquired primarily by (i) an affiliate of
GE Capital Access, Inc. (GECA), (ii) Column Financial Inc. (Column) and (iii)
Archon Financial, L.P. (Archon). Approximately 45.5% of the mortgage loans are
being contributed by GECA, 37.2% are being contributed by Column, and 17.2% are
being contributed by Goldman Sachs Mortgage Company (GSMC), an affiliate of
Archon, to the securitization transaction. All of the mortgage loans were
originated between 1998 and 1999.
GECA is a wholly owned subsidiary of General Electric Capital Corporation
(GECC). Since 1966, GECA and its affiliates have originated or acquired
approximately $5.8 billion of commmercial mortgage loans in connection with its
capital markets programs. Through its GE Capital Real Estate division, GECC has
been lending and investing in the commercial real estate industry for over 25
years and has a portfolio of approximately $15 billion of assets. GE Capital
Real Estate originates and acquires commercial mortgage loans through
approximately 20 offices located throughout North America.
Column, a wholly owned subsidiary of Donaldson, Lufkin & Jenrette, Inc., was
created in August 1993. Column has originated over 1,800 commercial loans
totaling $7.5 billion since its inception. Column sources, underwrites and
closes various mortgage loan products through 17 production offices located
throughout the country.
Archon is owned primarily by entities that are affilited with Goldman, Sachs &
Co. Archon is headquarted in Dallas with four other regional production offices.
Since its inception in late 1997, Archon has originated approximately $2.8
billion of commercial mortgage loans.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences.) The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent of
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs &
Co. expressly reserves the right, at its sole discretion, to reject any or all
proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 2
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
<TABLE>
<CAPTION>
Collateral Overview:
- --------------------
<S> <C>
o Total Collateral Balance: $ 1,550,429,606
o Avg. Cut-off Date Balance $ 4,520,203
per Property:
o Loans: 292 loans / 343 properties
o Property Type: Retail (35.6%), Multifamily (34.3%), Office (11.7%), Other (18.5%)
o Geographic Distribution: 39 States and DC. CA (18.3%), TX (16.8%), FL (13.0%), Other (52.0%)
o Amortization Types: Balloon (18.8%), ARD (15.1%), Fully Amortizing (3.0%)
o Wtd. Avg. U/W DSCR: 1.34x
o Wtd. Avg. Cut-off Date
LTV: 73.2%
o Appraisals: 100% of the appraisals state that they follow the guidelines set forth in
Title XI of FIRREA.
o Largest Loan: 4.4%
o Five Largest Loans: 16.6%
o Ten Largest Loans: 25.0%
o Wtd. Avg. Remaining
Term to Maturity: 124 months
o Wtd. Avg. Seasoning: 3 months
o Gross WAC: 7.661%
o Call Protection: All of the Mortgage Loans provide for either a prepayment lockout
period ("Lockout"), a defeasance period ("Defeasance") and/or a yield
maintenance premium ("YMP") period or a combination thereof. As of the
Cut-off Date, 100% of the Mortgage Loans provide for initial lockout
periods. The weighted average lockout and defeasance period for all
loans is 9.5 years. All yield maintenance charges are calculated at
flat-to-treasuries.
o Defeasance: 93.5%
o Credit Tenant Lease: None
</TABLE>
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences.) The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent of
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs &
Co. expressly reserves the right, at its sole discretion, to reject any or all
proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 3
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
<TABLE>
<S> <C>
o Participation Loans: None
o Secured Subordinate Debt: 2.2%
o Leasehold: 0.6%
o Delinquency: No loan delinquent 30 days or more as of the Cut-off Date.
Transaction Overview:
o Structure: Senior/subordinated, sequential pay pass-through bonds.
o Co-Lead Managers: Donaldson, Lufkin & Jenrette and Goldman, Sachs & Co.
o Mortgage Loan Sellers: GE Capital Access, Inc. / Column Financial, Inc./
Goldman Sachs Mortgage Company (Archon)
o Rating Agencies: Moody's Investors Service, Inc. / Fitch IBCA
o Master Servicer: GE Capital Loan Services, Inc.
o Special Servicer: Banc One Mortgage Capital Markets, LLC
o Trustee: Norwest Bank Minnesota, National Association
o Cut-off Date: June 1, 1999
o Settlement Date: June 29, 1999
o Distribution: The tenth day of the month, or if such is not a business day, the
following business day, but no sooner than the fourth business day after
the fourth day of the month.
o Delivery: The Depository Trust Company ("DTC") through Cede & Co. (in the United
States) or Cedel Bank, Societe Anonyme ("Cedel") or The Euroclear System
("Euroclear")(in Europe).
o ERISA: Classes A-1A, A-1B and S are expected to be eligible for each
underwirter's individual prohibited transaction exemption with respect
to ERISA, subject to certain conditions of eligibility.
o SMMEA: None of the Offered Securities are SMMEA eligible.
o Tax Treatment: REMIC
</TABLE>
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences.) The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent of
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs &
Co. expressly reserves the right, at its sole discretion, to reject any or all
proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 4
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Transaction Overview (continued):
- ---------------------------------
<TABLE>
<S> <C>
o Optional Termination: 1%
o Analytics: Cashflows are expected to be available through Bloomberg, the
Trepp Group, Intex Solutions and Charter Research.
o Extensions: The Special Servicer will be responsible for performing certain
servicing functions with respect to Mortgage Loans that, in
general, are in default or as to which default is imminent, and
for administering any REO properties. The Pooling and Servicing
Agreement will generally permit the Special Servicer to modify,
waive or amend any term of any Mortgage Loan if it determines,
in accordance with the servicing standard, that it is
appropriate to do so. The Special Servicer will not be
permitted to grant any extension of the maturity of a Mortgage
Loan beyond 60 months after its stated maturity date.
o Controlling Class: The Controlling Class of Certificateholders may advise and appoint a
Special Servicer and replace the existing Special Servicer. The
Controlling Class will be the most subordinate Class of Certificates
which has a current aggregate certificate principal amount no less
than 25% of its original aggregate certificate principal balance.
o Advances: The Master Servicer will be obligated to make advances of scheduled
principal and interest payments, excluding balloon payments,
subject to recoverability determination and appraisal reductions.
If the Master Servicer fails to make a required P & I Advance and
the Trustee is aware of such failure, the Trustee will be obligated
to make such Advance.
o Appraisal Reductions: An appraisal reduction generally will be created in the amount,
if any, by which the Stated Principal Balance of a Specially
Serviced Mortgage Loan (plus other amounts overdue in
connection with such loan) exceeds 90% of the appraised value
of the related Mortgaged Property. The Appraisal Reduction
Amount will reduce proportionately the interest portion (but
not the principal portion) of any amount of P&I Advances for
such loan, which reduction will result, in general, in a
reduction of interest distributable to the most subordinate
Class of Principal Balance Certificates outstanding. An
appraisal reduction will be reduced to zero as of the date the
related Mortgage Loan has been brought current for at least
twelve consecutive months, paid in full, liquidated, repurchased,
or otherwise disposed of.
</TABLE>
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and
to terminate discussions with any party at any time with or without notice.
Page 5
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Structure Description:
<TABLE>
<CAPTION>
||--------------------------------------------------------------------------------------------------------------------------------||
||--------------------------------------------------------------------------------------------------------------------------------||
|| Administrative Fee ||
||--------------------------------------------------------------------------------------------------------------------------------||
|| ||
||--------------------------------------------------------------------------------------------------------------------------------||
|| ||
|| |----------------------------------| ||
|| | |------| |------||------| |------| ||
|| | |Public| |Public||Public| |Public| Class S Aaa/AAA Public ||
|| | | | | || | | | ||
|| |--------| | | | || | | | ||
|| | |------| | | | || | | | ||
|| | |Public| | | | || | | | ||
|| | | | | | | || | | | ||
|| |--------- | | | | | || | | | ||
|| | |------- | | | | | || | | | ||
||------| |Public | | | | | || | | | |-------| |-------| |-------| |-------| |-------| |-------||-------||
||------| | | | | | | || | | | |-------| |-------| |-------| |-------| |-------| |-------||-------||
||Public| | | | | | | || | | | |Private| |Private| |Private| |Private| |Private| |Private||Private||
|| | | | | | | | || | | | | | | | | | | | | | | || ||
|| | | | | | | | || | | | | | | | | | | | | | | || ||
|| | | | | | | | || | | | | | | | | | | | | | | || ||
|| | | | | | | | | || | | | | | | | | | | | | | | || ||
||Class | |Class | |Class | |Class | |Class ||Class | | Class| | Class | | Class | | Class | | Class | | Class | | Class || Class ||
||A-1A | |A-1B | | A-2 | | A-3 | | A-4 || B-1 | | B-2 | | B-3 | | B-4 | | B-5 | | B-6 | | B-7 | | B-8 || C ||
|| | | | | | | | | || | | | | | | | | | | | | | | || ||
|| Aaa/ | | Aaa/ | | Aa2/ | | A2/ | | A3/ ||Baa2/ | |Baa3/ | | -- | | -- | | -- | | -- | | -- | | -- || -- ||
|| AAA | | AAA | | AA | | A | | A- || BBB | | BBB- | | | | | | | | | | | | || ||
|| | | | | | | | | || | | | | | | | | | | | | | | || ||
||------| |------| |------| |------| |------||------| |------| |-------| |-------| |-------| |-------| |-------| |-------||-------||
||--------------------------------------------------------------------------------------------------------------------------------||
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
[Bar Chart]
Priority of Cashflows
Based on the "Maturity Assumptions" set forth in the Prospectus Supplement and a
0% CPR (except ARD Loans paid in full on the ARD).
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and
to terminate discussions with any party at any time with or without notice.
Page 6
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Interest Distributions:
Each Class of Certificates will be entitled on each Distribution Date to
interest accrued at its Pass-Through Rate on the outstanding Certificate Balance
of such Class. The Class S Certificates will be entitled on each Distribution
Date to the aggregate interest accrued at the related Class S Strip Rate on each
of its notional components. All Classes will pay interest on a 30/360 basis.
Principal Distributions:
Available principal will be distributed on each Distribution Date to the
outstanding Classes of Principal Balance Certificates in the following
sequential order: Classes A-1A, A-1B, A-2, A-3, A-4, B-1, B-2, B-3, B-4,
B-5, B-6, B-7, B-8 and C. However, if Classes A-2 through C have been
retired as a result of losses and additional trust fund expenses, Classes
A-1A and A-1B will receive principal on a pro-rata basis.
Realized losses and Expense(s):
Realized losses from any Mortgage Loan and additional trust fund expenses will
be allocated to the outstanding classes of Principal Balance Certificates in
the following sequential order: Class C, B-8, B-7, B-6, B-5, B-4, B-3, B-2,
B-1, A-4, A-3 and A-2. If Classes A-2 through C have been reduced to $0 by
losses and additional trust fund expenses, future losses and additional trust
fund expenses shall be applied to Classes A-1A and A-1B pro-rata.
Credit Enhancements:
Credit enhancement for each Class of publicly registered Certificates will be
provided by the Classes of Certificates which are subordinate in priority with
respect to payments of interest and principal.
Allocation of Yield Maintenance and Prepayment Premiums:
The certificate yield maintenance amount ("CYMA") for the Class A-1A, A-1B, A-2,
A-3, A-4, B-1, B-2, B-3, B-4, B-5, B-6, B-7, B-8 and C Certificates
(collectively, the "Principal Balance Certificates") equals the total yield
maintenance premium collected, multiplied by a fraction (not greater than one or
less than zero) which is based upon a formula involving the relationship between
the Pass-Through Rate for the Classes currently receiving principal, the
mortgage rate of the Mortgage Loan that has prepaid, and current interest rates.
In general, the CYMA for any Distribution Date will be calculated in respect of
and payable to the Class(es) of Principal Balance Certificates entitled to
receive distributions of principal on such Distribution Date.
CYM (Pass-Through Rate - Discount Rate)
Allocation = -----------------------------------
to Principal Balance Certificates (Morgage Rate - Discount Rate)
The yield maintenance amount payable to the Class S (interest only)
Certificates, will equal the total yield maintenance premium less the CYMA for
the Principal Balance Certificates as defined above.
All prepayment premiums collected on the Mortgage Loans and calculated as a
percentage of the amount prepaid, will be distributed to the Class S (interest
only) Certificates.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and
to terminate discussions with any party at any time with or without notice.
Page 7
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Allocation of Yield Maintenance and Prepayment Premiums (continued):
In general, this formula provides for an increase in the allocation of yield
maintenance premiums to the Principal Balance Certificates as interest rates
decrease and a decrease in the allocation to such Classes as interest rates
rise.
Allocation of Yield Maintenance Premiums Example:
Discount Rate Fraction Methodology:
Mortgage Rate = 8%
P & I Class Coupon = 6%
Discount Rate (Based on a Treasury Rate) = 5%
% of Principal Distributed to Class = 100%
P & I Class Allocation: Class S Allocation:
6% - 5% x 100% = 33-1/3% 100% - P & I Class(es)
8% - 5% Allocation = 66-2/3%
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and
to terminate discussions with any party at any time with or without notice.
Page 8
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Stratification:
---------------
[Map of United States]
WA 1.0%
CA 18.3%
NV 3.4%
AZ 2.6%
CO 4.2%
NM 0.5%
KS 0.1%
OK 0.2%
TX 16.8%
MN 0.2%
MO 0.1%
LA 0.7%
IL 0.2%
MI 2.4%
IN 0.2%
TN 3.1%
AL 0.9%
OH 2.3%
GA 3.4%
NY 3.8%
PA 3.1%
VA 1.4%
NC 1.2%
SC 0.8%
FL 13.0%
ME 1.0%
NH 0.2%
MA 2.6%
CT 1.2%
NJ 3.2%
MD 2.8%
DC 0.2%
DE 2.2%
AK 0.4%
MT 0.1%
WY 0.1%
NE 1.6%
IA 0.1%
WV 0.3%
RI 0.3%
Mortgage Loans by State
-----------------------
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
State Loans Balance(1) Balance Rate UW/DSCR LTV Ratio
- ----- ---------- -------------- ------------ --------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
California 46 $ 283,469,521 18.3% 7.729% 1.35X 71.1%
Texas 83 260,360,163 16.8% 7.521% 1.35 72.5%
Florida 27 201,145,736 13.0% 7.822% 1.28 77.5%
Colorado 18 65,155,027 4.2% 7.786% 1.36 70.3%
New York 8 58,408,212 3.8% 7.820% 1.35 66.6%
Georgia 9 53,173,244 3.4% 7.615% 1.26 76.3%
Nevada 7 53,032,131 3.4% 7.170% 1.40 77.6%
New Jersey 10 49,919,397 3.2% 7.933% 1.25 72.6%
Pennsylvania 7 48,741,127 3.1% 7.678% 1.34 77.1%
Tennessee 8 48,125,654 3.1% 7.487% 1.29 72.8%
Maryland 8 43,330,619 2.8% 7.444% 1.40 72.0%
Massachusetts 5 40,154,102 2.6% 7.800% 1.27 78.9%
Arizona 13 39,993,358 2.6% 7.454% 1.43 72.1%
Michigan 13 37,074,226 2.4% 7.298% 1.28 76.2%
Ohio 15 36,404,479 2.3% 7.568% 1.40 74.5%
Delaware 3 34,670,928 2.2% 7.590% 1.40 78.4%
Nebraska 3 25,420,139 1.6% 7.615% 1.32 75.8%
Virginia 6 21,030,412 1.4% 7.875% 1.30 75.6%
Connecticut 4 18,355,066 1.2% 7.744% 1.27 77.5%
North Carolina 4 18,281,966 1.2% 7.263% 1.48 74.4%
Maine 6 15,466,050 1.0% 8.149% 1.37 65.1%
Washington 3 14,833,861 1.0% 8.062% 1.63 50.3%
Alabama 2 13,633,608 0.9% 7.811% 1.35 68.9%
South Carolina 4 11,972,933 0.8% 7.517% 1.52 71.0%
Louisiana 4 11,099,190 0.7% 7.729% 1.50 68.8%
New Mexico 4 7,848,098 0.5% 8.201% 1.45 68.4%
Alaska 1 6,478,558 0.4% 7.750% 1.73 64.8%
Rhode Island 1 4,148,631 0.3% 6.970% 1.30 78.9%
West Virginia 2 4,049,500 0.3% 8.160% 1.93 67.8%
Illinois 3 3,672,099 0.2% 7.789% 1.30 72.6%
New Hampshire 4 3,399,418 0.2% 7.958% 1.37 64.0%
District of Columbia 1 3,094,676 0.2% 7.710% 1.39 66.4%
Oklahoma 2 3,074,129 0.2% 7.940% 1.47 68.0%
Minnesota 1 2,546,642 0.2% 7.390% 1.41 75.1%
Indiana 2 2,483,349 0.2% 8.113% 1.45 72.6%
Iowa 1 1,797,547 0.1% 7.940% 1.55 79.2%
Kansas 1 1,427,185 0.1% 7.000% 1.38 73.6%
Missouri 2 1,213,746 0.1% 8.448% 1.29 51.7%
Wyoming 1 974,276 0.1% 8.450% 1.24 74.9%
Montana 1 970,603 0.1% 8.250% 1.36 47.3%
--- -------------- ------ ------ ----- -----
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
=== ============== ====== ====== ===== =====
</TABLE>
(1) Assumes a Cut-off Date of 6/1/99.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and
to terminate discussions with any party at any time with or without notice.
Page 9
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
[PIE CHART]
Manufactured Industrial Multifamily Self Storage
Housing 2.2% 34.3% 3.1%
3.9%
Hotel Retail Mixed Use Office
4.2% 35.6% 3.4% 11.7%
Other
1.8%
Mortgage Loans by Property Type
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Property Type Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Retail 78 $551,427,063 35.6% 7.752% 1.32x 74.6%
Multifamily 140 531,840,026 34.3% 7.423% 1.33 75.4%
Office 42 180,949,415 11.7% 7.828% 1.33 69.1%
Hotel 15 65,334,059 4.2% 8.143% 1.64 60.1%
Manufacturing Housing 16 59,820,561 3.9% 7.474% 1.38 73.7%
Mixed Use 13 52,174,935 3.4% 7.736% 1.28 72.4%
Self Storage 23 47,718,331 3.1% 7.953% 1.46 69.2%
Industrial 13 34,303,216 2.2% 7.793% 1.36 69.7%
Independent/Assisted Living 2 24,220,875 1.6% 7.750% 1.29 72.3%
Healthcare 1 2,641,125 0.2% 8.230% 2.25 66.6%
---------------------------------------------------------------------------------------------------
Total/Weighted Average 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
===================================================================================================
</TABLE>
(1) Assumes a Cut-off Date of 6/1/99.
Mortgage Loans by Property Sub-Type
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Property Type Property Sub-Type Loans Balance (1) Balance Rate U/W DSCR LTV Ratio
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Retail Anchored 47 $476,866,072 30.8% 7.751% 1.30x 75.7%
Unanchored 31 74,560,991 4.8% 7.756% 1.40 67.7%
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 78 $551,427,063 35.6% 7.752% 1.32x 74.6%
===================================================================================================
</TABLE>
(1) Assumes a Cut-off Date of 6/1/99.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of its
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 10
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Original Amortization Terms
<TABLE>
<CAPTION>
Weighted Weighted
Range of Number of Percentage of Average Weighted Average
Original Amortization Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Terms (Months) Loans Balance(1) Balance Rate U/W DSCR LTV Rate
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
156 -- 239 2 $ 4,870,309 0.3% 7.582% 1.32x 61.4%
240 -- 299 27 54,770,726 3.5% 7.550% 1.59 59.7%
300 -- 313 134 233,748,741 15.1% 7.919% 1.44 67.5%
314 -- 360 180 1,257,039,832 81.1% 7.618% 1.32 74.8%
-----------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
=====================================================================================================
</TABLE>
Maximum Original Amortization Term (Months): 360
Minimum Original Amortization Term (Months): 156
Wtd. Avg. Original Amortization Term (Months): 346
(1) Assumes a Cut-off Date of 6/1/99.
Original Terms to Stated Maturity(1)
<TABLE>
<CAPTION>
Weighted Weighted
Range of Number of Percentage of Average Weighted Average
Original Terms Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
to Maturity (Months) Loans Balance(2) Balance Rate U/W DSCR LTV Rate
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
60 -- 108 6 $ 34,359,469 2.2% 7.542% 1.40x 73.3%
109 -- 120 301 1,378,527,200 88.9% 7.714% 1.34 73.3%
121 -- 204 18 75,002,524 4.8% 7.126% 1.39 74.7%
205 -- 300 18 62,540,413 4.0% 7.206% 1.47 67.3%
-----------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
=====================================================================================================
</TABLE>
Maximum Original Term to Maturity (Months): 300
Minimum Original Term to Maturity (Months): 60
Wtd. Avg. Original Term to Maturity (Months): 127
(1) In the case of ARD loans, the Anticipated Repayment Date is assumed to be
the maturity date for the purposes of the table.
(2) Assumes a Cut-off Date of 6/1/99.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of its
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 11
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Remaining Amortization Terms
<TABLE>
<CAPTION>
Weighted Weighted
Range of Number of Percentage of Average Weighted Average
Remaining Amortization Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Terms (Months) Loans Balance(1) Balance Rate U/W DSCR LTV Ratio
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
145 - 239 25 $ 49,423,927 3.2% 7.480% 1.58x 58.3%
240 - 299 88 165,456,848 10.7% 7.857% 1.46 67.1%
300 - 313 50 78,509,000 5.1% 8.048% 1.42 68.3%
314 - 360 180 1,257,039,832 81.1% 7.618% 1.32 74.8%
-----------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
==========================================================================================
</TABLE>
Maximum Remaining Amortization Term (Months): 360
Minimum Remaining Amortization Term (Months): 145
Wtd. Avg. Remaining Amortization Term (Months): 344
(1) Assumes a Cut-off Date of 6/1/99.
Remaining Terms to Stated Maturity (1)
<TABLE>
<CAPTION>
Weighted Weighted
Range of Number of Percentage of Average Weighted Average
Remaining Terms Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
to Maturity (Months) Loans Balance(2) Balance Rate U/W DSCR LTV Ratio
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
52 - 108 8 $53,850,241 3.5% 7.324% 1.43x 72.6%
109 - 120 299 1,359,036,428 87.7% 7.725% 1.33 73.4%
121 - 204 18 75,002,524 4.8% 7.126% 1.39 74.7%
205 - 300 18 62,540,413 4.0% 7.206% 1.47 67.3%
-----------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
==========================================================================================
</TABLE>
Maximum Remaining Term to Maturity (Months): 300
Minimum Remaining Term to Maturity (Months): 52
Wtd. Avg. Remaining Term to Maturity (Months): 124
(1) In the case of ARD Loans, the Anticipated Repayment Date is assumed to be
the maturity date for the purposes of the table.
(2) Assumes a Cut-off Date of 6/1/99.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of its
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 12
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Mortgage Loan Seller
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Mortagage Loan Seller Loans Balance(1) Balance Rate U/W DSCR LTV Ratio
<S> <C> <C> <C> <C> <C> <C>
GECA 121 $ 705,829,185 45.5% 7.583% 1.34x 74.0%
Column 176 577,442,259 37.2% 7.750% 1.33 71.5%
GSMC (Archon) 46 267,158,163 17.2% 7.676% 1.39 74.5%
-------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
=================================================================================================
</TABLE>
(1) Assumes a Cut-off Date 6/1/99.
Mortgage Loans by Amortization Type
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Loan Type Loans Balance(1) Balance Rate U/W DSCR LTV Ratio
<S> <C> <C> <C> <C> <C> <C>
Balloon 305 $1,268,826,436 81.8% 7.740% 1.34x 73.3%
ARD 22 234,641,920 15.1% 7.490% 1.33 74.3%
Fully Amortizing 16 46,961,250 3.0% 7.356% 1.51 64.0%
-------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
=================================================================================================
</TABLE>
(1) Assumes a Cut-off Date of 6/1/99.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of its
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 13
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Underwriting Debt Service Coverage Ratios
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
U/W DSCRs Loans Balance(1) Balance Rate U/W DSCR LTV Rate
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1.20x -- 1.29 142 $ 730,826,332 47.1% 7.742% 1.25x 75.5%
1.30 -- 1.39 100 485,892,503 31.3% 7.598% 1.34 73.5%
1.40 -- 1.49 53 165,811,612 10.7% 7.513% 1.44 70.3%
1.50 -- 1.59 25 83,206,265 5.4% 7.679% 1.54 71.1%
1.60 -- 2.25x 23 84,692,893 5.5% 7.596% 1.80 58.4%
-----------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
=====================================================================================================
</TABLE>
Maximum Underwriting DSCR: 2.25x
Minimum Underwriting DSCR: 1.20x
Wtd. Avg. Underwriting DSCR: 1.34x
(1) Assumes a Cut-off Date of 6/1/99.
Cut-off Date Loan-to-Value Ratios
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Cut-off Date Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Loan-to-Value Ratios Loans Balance(1) Balance Rate U/W DSCR LTV Rate
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
30.60% -- 50.00% 10 $ 29,244,310 1.9% 7.855% 1.85x 39.9%
50.01% -- 60.00% 20 42,947,640 2.8% 7.910% 1.51 55.8%
60.01% -- 70.00% 95 335,451,712 21.6% 7.757% 1.39 66.7%
70.01% -- 75.00% 92 382,103,909 24.6% 7.617% 1.33 73.0%
75.01% -- 80.00% 122 729,713,593 47.1% 7.627% 1.30 78.2%
80.01% -- 82.70% 4 30,968,442 2.0% 7.436% 1.31 81.3%
-----------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
=====================================================================================================
</TABLE>
Maximum Cut-off Date LTV Ratio: 82.7%
Minimum Cut-off Date LTV Ratio: 30.6%
Wtd. Avg. Cut-off Date LTV Ratio: 73.2%
(1) Assumes a Cut-off Date of 6/1/99.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of its
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 14
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Cut-off Date Balances
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Cut-off Date Balances Loans Balance(1) Balance Rate U/W DSCR LTV Ratio
- ------------------------ --------- ------------- ------------ -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 106,854 - 749,999 55 $ 24,201,455 1.6% 8.097% 1.32x 67.8%
750,000 - 1,249,999 37 36,607,882 2.4% 8.057% 1.32 70.9%
1,250,000 - 1,999,999 56 91,379,913 5.9% 7.822% 1.38 70.0%
2,000,000 - 2,999,999 48 120,056,076 7.7% 7.839% 1.40 70.9%
3,000,000 - 3,999,999 39 133,830,393 8.6% 7.751% 1.42 70.0%
4,000,000 - 4,999,999 17 77,083,906 5.0% 7.561% 1.34 73.5%
5,000,000 - 5,999,999 14 75,591,151 4.9% 7.526% 1.45 70.1%
6,000,000 - 9,999,999 41 329,689,133 21.3% 7.634% 1.35 73.4%
10,000,000 - 14,999,999 20 245,252,622 15.8% 7.402% 1.34 75.1%
15,000,000 - 19,999,999 5 78,039,057 5.0% 7.519% 1.30 76.3%
20,000,000 - 24,999,999 7 158,716,390 10.2% 7.526% 1.28 75.4%
25,000,000 - $67,944,452 4 179,981,629 11.6% 7.937% 1.28 74.5%
-------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
</TABLE>
Maximum Cut-off Date Balance: $67,944,452
Minimum Cut-off Date Balance: $ 106,854
Average Cut-off Date Balance: $ 4,520,203
(1) Assumes a Cut-off Date of 6/1/99.
Loan Group Cut-off Date Balances(1)
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Cut-off Date Balances(1) Loans Balance(2) Balance Rate U/W DSCR LTV Ratio
- ------------------------- ---------- -------------- ------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
$ 248,667 - 749,999 29 $ 15,307,572 1.0% 8.212% 1.34x 65.5%
750,000 - 1,249,999 35 34,136,643 2.2% 8.076% 1.32 70.2%
1,250,000 - 1,999,999 47 76,236,217 4.9% 7.834% 1.37 69.8%
2,000,000 - 2,999,999 44 109,387,092 7.1% 7.858% 1.40 70.7%
3,000,000 - 3,999,999 35 120,169,567 7.8% 7.753% 1.42 70.0%
4,000,000 - 4,999,999 13 59,331,668 3.8% 7.543% 1.35 73.1%
5,000,000 - 5,999,999 15 80,891,151 5.2% 7.550% 1.43 70.6%
6,000,000 - 9,999,999 38 300,440,693 19.4% 7.624% 1.37 72.9%
10,000,000 - 14,999,999 19 232,753,200 15.0% 7.397% 1.34 75.9%
15,000,000 - 19,999,999 3 46,209,281 3.0% 7.533% 1.30 79.2%
20,000,000 - 24,999,999 8 185,585,535 12.0% 7.647% 1.27 74.5%
25,000,000 - $67,944,452 6 289,980,989 18.7% 7.760% 1.29 74.0%
-------------------------------------------------------------------------------------------------
Total/Weighted Average: 292 $1,550,429,606 100.00% 7.661% 1.34x 73.2%
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
</TABLE>
Maximum Loan Group Cut-off Date Balance: $67,944,452
Minimum Loan Group Cut-off Date Balance: $ 248,667
Average Loan Group Cut-off Date Balance: $ 5,309,690
(1) Presents each group of cross-collateralized Mortgage Loans as single
Mortgage Loan.
(2) Assumes a Cut-off Date of 6/1/99.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of its
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs &
Co. expressly reserves the right, at its sole discretion, to reject any or all
proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 15
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Mortgage Rates
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Mortgage Rates Loans Balance(1) Balance Rate U/W DSCR LTV Ratio
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
6.600% - 6.749% 2 $ 9,442,582 0.6% 6.604% 1.70x 52.3%
6.750% - 6.999% 15 115,406,178 7.4% 6.902% 1.43 75.8%
7.000% - 7.249% 19 124,415,992 8.0% 7.144% 1.39 72.6%
7.250% - 7.499% 40 241,266,877 15.6% 7.387% 1.31 75.6%
7.500% - 7.999% 168 806,493,355 52.0% 7.774% 1.32 73.3%
8.000% - 9.310% 99 253,404,623 16.3% 8.200% 1.37 70.2%
-----------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
=========================================================================================
</TABLE>
Maximum Mortgage Rate: 9.310%
Minimum Mortgage Rate: 6.600%
Wtd. Avg. Mortgage Rate: 7.661%
(1) Assumes a Cut-off Date of 6/1/99.
Occupancy Rates at Underwriting
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Occupancy Rates at U/W Loans(1) Balance(2) Balance Rate U/W DSCR LTV Ratio
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
73.0% - 79.9% 8 $ 19,108,178 1.2% 7.867% 1.40x 69.2%
80.0% - 89.9% 29 113,200,936 7.3% 7.545% 1.37 69.4%
90.0% - 94.9% 50 271,885,303 17.5% 7.585% 1.34 75.1%
95.0% - 100.0% 241 1,080,901,130 69.7% 7.659% 1.32 73.9%
-----------------------------------------------------------------------------------------
Total/Weighted Average: 328 $1,485,095,547 95.8% 7.640% 1.33x 73.7%
=========================================================================================
</TABLE>
Maximum Occupancy Rate at U/W: 100.0%
Minimum Occupancy Rate at U/W: 73.0%
Wtd. Avg. Occupancy Rate at U/W: 96.0%
(1) Does not include any Mortgage Loans secured by hotel properties.
(2) Assumes a Cut-off Date of 6/1/99.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs &
Co. expressly reserves the right, at its sole discretion, to reject any or all
proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 16
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Years Built/Years Renovated(1)
<TABLE>
<CAPTION>
Weighted Weighted
Number of Percentage of Average Weighted Average
Range of Years Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date
Built/Renovated Loans Balance(2) Balance Rate U/W DSCR LTV Ratio
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1911 -- 1960 6 $ 6,004,749 0.4% 8.050% 1.43x 64.6%
1961 -- 1970 23 33,431,073 2.2% 7.806% 1.47 67.4%
1971 -- 1980 30 106,096,850 6.8% 7.491% 1.38 73.6%
1981 -- 1990 98 452,386,326 29.2% 7.690% 1.34 72.3%
1991 -- 1999 186 952,510,609 61.4% 7.659% 1.34 73.8%
-----------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 7.661% 1.34x 73.2%
=====================================================================================================
</TABLE>
Most Recent Year Built/Renovated: 1999
Oldest Year Built/Renovated: 1911
Wtd. Avg. Year Built/Renovated: 1991
(1) Year Built/Renovated reflects the later of the Year Built or the Year
Renovated.
(2) Assumes a Cut-off Date of 6/1/99.
Mortgage Pool Prepayment Profile(1)
<TABLE>
<CAPTION>
% of Pool
Months Since Number of Outstanding % of Pool Yield % of Pool
Date Cut-off Date Mortgage Loans Balance (mm) Lockout Maintenance Open Total
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jun-99 0 343 $1,550.4 100.0% 0.0% 0.0% 100.0%
Jun-00 12 343 $1,536.3 100.0% 0.0% 0.0% 100.0%
Jun-01 24 343 $1,520.7 100.0% 0.0% 0.0% 100.0%
Jun-02 36 343 $1,503.8 99.3% 0.7% 0.0% 100.0%
Jun-03 48 343 $1,485.6 96.7% 3.3% 0.0% 100.0%
Jun-04 60 342 $1,462.9 95.2% 4.8% 0.0% 100.0%
Jun-05 72 342 $1,441.7 95.3% 4.7% 0.0% 100.0%
Jun-06 84 337 $1,390.3 93.8% 6.2% 0.0% 100.0%
Jun-07 96 337 $1,366.1 93.8% 6.2% 0.0% 100.0%
Jun-08 108 335 $1,323.2 92.8% 3.6% 3.6% 100.0%
Jun-09 120 36 $ 107.8 56.8% 42.8% 0.3% 100.0%
Jun-10 132 34 $ 92.3 62.9% 36.7% 0.4% 100.0%
Jun-11 144 34 $ 88.3 58.0% 36.8% 5.2% 100.0%
Jun-12 156 33 $ 80.0 60.8% 38.8% 0.3% 100.0%
Jun-13 168 30 $ 61.0 52.2% 23.9% 23.9% 100.0%
Jun-14 180 18 $ 34.9 69.9% 29.5% 0.6% 100.0%
Jun-15 192 18 $ 31.7 70.4% 29.1% 0.5% 100.0%
Jun-16 204 18 $ 28.3 70.9% 28.6% 0.5% 100.0%
Jun-17 216 18 $ 24.7 71.6% 28.0% 0.3% 100.0%
Jun-18 228 17 $ 18.8 67.6% 30.0% 2.4% 100.0%
</TABLE>
(1) Assumes 0% CPR, no defaults, no extensions and ARD Loans pay in full on
their Anticipated Repayment Dates. Otherwise based on "Maturity
Assumptions" set forth in the Prospectus Supplement.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent of
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs &
Co. expressly reserves the right, at its sole discretion, to reject any or all
proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 17
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
Prepayment Provisions as of the Cut-off Date
<TABLE>
<CAPTION>
Weighted Weighted
Average Average
Remaining Remaining Weighted
Range of Number of Percentage of Lockout Lockout Average
Remaining Terms to Mortgage Cut-off Date Initial Pool Period Plus YM Period Maturity
Stated Maturity (Years) (1) Loans Balance (1) Balance (Years) (Years) (Years)(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
4.0 - 4.9 1 $ 3,553,801 0.2% 4.1 4.1 4.3
6.0 - 6.9 5 30,805,668 2.0% 6.1 6.4 6.9
8.0 - 8.9 2 19,490,771 1.3% 7.4 8.5 8.8
9.0 - 9.9 207 922,152,428 59.5% 9.2 9.4 9.8
10.0 - 10.9 94 453,286,909 29.2% 9.5 9.7 10.0
12.0 - 12.9 1 5,930,478 0.4% 11.9 11.9 12.2
13.0 - 13.9 2 18,038,467 1.2% 7.5 13.6 13.9
14.0 - 14.9 13 34,630,670 2.2% 10.0 14.0 14.3
18.0 - 18.9 1 3,168,561 0.2% 18.7 18.7 18.9
19.0 - 19.9 12 39,247,128 2.5% 16.3 18.9 19.4
24.0 - 24.9 4 19,064,725 1.2% 11.7 23.9 24.2
25.0 - 25.9 1 1,060,000 0.1% 24.5 24.5 25.0
---------------------------------------------------------------------------------------------------
Total/Weighted Average 343 $1,550,429,606 100.0% 9.5 10.0 10.4
===================================================================================================
</TABLE>
(1) In the case of the ARD Loans, the Anticipated Repayment Date is assumed to
be the maturity date for the purposes of the table.
(2) Assumes a Cut-off Date of 6/1/99.
Prepayment Option
<TABLE>
<CAPTION>
Weighted Weighted
Average Average
Remaining Remaining Weighted
Percentage of Lockout Lockout Average
Number of Cut-off Date Initial Pool Period Plus YM Period Maturity
Prepayment Option Loans Balance (1) Balance (Years) (Years) (Years) (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Lockout / Defeasance 328 $1,449,617,639 93.5% 9.8 9.8 10.2
Lockout / Yield Maintenance 12 75,685,525 4.9% 4.9 14.1 14.4
Lockout / Defeasance
/ Yield Maintenance 3 25,126,442 1.6% 3.1 8.4 9.2
---------------------------------------------------------------------------------------------------
Total/Weighted Average: 343 $1,550,429,606 100.0% 9.5 10.0 10.4
===================================================================================================
</TABLE>
(1) Assumes a Cut-off Date of 6/1/99.
(2) In the case of the ARD Loans, the Anticipated Repayment Date
is assumed to be the maturity date for the purposes of the table.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of its
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs &
Co. expressly reserves the right, at its sole discretion, to reject any or all
proposals or expressions of interest in the subject proposed offering and to
terminate discussions with any party at any time with or without notice.
Page 18
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
<TABLE>
<CAPTION>
Significant Mortgage Loans
Percentage of
Property Units/Rooms/ Cut-off Date Initial Pool Appraised
# Property Name Type Square Feet Balance(1) Balance Value Mortgage Rate U/W DSCR
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 The Oakwood Plaza
Loan Retail 885,713 $ 67,944,452 4.4% $85,600,000 8.180% 1.23x
- -----------------------------------------------------------------------------------------------------------------------
2 The Fifteen Southeast
Realty Loans (2) Multifamily 1,520 58,000,000 3.7% 75,300,000 7.880% 1.24
- ------------------------------------------------------------------------------------------------------------------------
3 The Herald Center
Loan Retail 249,504 49,975,508 3.2% 75,000,000 7.754% 1.35
- ------------------------------------------------------------------------------------------------------------------------
4 The Alliance
Loans (3) Multifamily 1,970 45,964,360 3.0% 63,850,000 7.220% 1.33
- ------------------------------------------------------------------------------------------------------------------------
4 The Stone Fort Office/Mixed Use/
Loans (4) Industrial 619,784 36,135,000 2.3% 50,285,000 7.470% 1.31
- -------------------------------------------------------------------------------------------------------------------------
Total/Weighted
Average: $258,019,321 16.6% $350,035,000 7.760% 1.28x
================= ======== ============== ========= ========
</TABLE>
(1) Assumes a Cut-off Date of June 1, 1999.
(2) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview
Apartments- FL., Heron's Cove Apartments and Horizons North Apartments,
respectively.
(3) A Single Mortgage Note is secured by Sterling Point Apartments, Sandridge
Apartments, and Woodscape Apartments, respectively.
(4) The Mortgage Loans secured by Stone Fort Land- The Tallan Parking Garage,
Stone Fort Land- The Krystal Office Building, Stone Fort Land- Riverside
Center, Stone Fort Land- Harrison Direct Warehouse, and Stone Fort Land-
Tennessee American Water Company Office Building, respectively, are cross-
collateralized and cross-defaulted.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed of the proposed offering. While the information contained herein is
from sources believed to be reliable, it has not been independently verified by
Donaldson, Lufkin & Jenrette Securities Corporation Goldman, Sachs & Co. or any
of their respective affiliates. And such entities make no representations or
warranties with respect to the information contained herein or as to the
appropriateness, usefulness or completeness of these materials. Any
computational information set forth herein (including without limitation any
computations of yields and weighted average life) is hypothetical and based on
certain assumptions (including without limitation assumptions regarding the
absence of voluntary and involuntary prepayments, or the timing of such
occurrences). The actual characteristics and performance of the mortgage loans
will differ from such assumptions and such differences may be material. This
document is subject to errors, omissions and changes in the information and is
subject to modification or withdrawal at any time with or without notice. The
information contained herein supersedes any and all information contained in any
previously furnished summaries or terms sheets and shall be superseded by any
subsequently furnished similar materials. The information contained herein shall
be superseded by a final prospectus and prospectus supplement and by subsequent
summary memoranda. No purchase of any securities may be made unless and until a
final prospectus or private placement memorandum has been received by a
potential investor and such investor has complied with all additional related
offering requirements. The contents herein are not to be reproduced without the
express written consent of Donaldson, Lufkin & Jenrette Securities Corporation
and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole
discretion, to reject any or all proposals or expressions of interest in the
subject proposed offering and to terminate discussions with any party at any
time with or without notice.
Page 19
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
The Oakwood Plaza Loan
<TABLE>
<CAPTION>
Loan Information Property Information
- ---------------------------------------------------------------- -----------------------------------------------------------
<S> <C> <C> <C>
Cut-off Date Balance: $67,944,452 Single Asset/Portfolio: Single Asset
% of Initial Pool: 4.4% Property Type: Retail
Mortgage Loan Seller: GE Capital Access, Inc. Location: Hollywood, Florida
Interest Rate: 8.180%
Term to ARD: 10 years Years Built/Renovated: 1994/1997
Amortization Term: 30 years Collateral: 885,713 square foot power
center located in Florida
Call Protection: Prepayment lockout; U.S. Treasury defeasance
permitted as of the 2 year anniversary of the Property Operator: SREG Operating Limited
Closing Date Partnership
Cut-Off Date LTV: 79.4% U/W Net Cash Flow: $7,507,540
Maturity/ARD LTV: 71.5% Appraised Value: $85,600,000
U/W DSCR: 1.23x Appraisal Date: October 12, 1998
Cross Collateralization/ Occupany Rate at U/W: 96%
Default: No/No
Special Provisions: ARD loan, Hard lockbox
- ---------------------------------------------------- -----------------------------------------------------------
</TABLE>
Additional Information:
Oakwood Plaza is a large power center with anchor tenants including Home Depot
USA, Inc. (S&P AA-) (157,077 sf, exp. 2019), Kmart (S&P BB+) (114,764 sf, exp.
2019) and BJ's Wholesale Club (NYSE: BJ) (107,653 sf, exp. 2019). Rent under the
BJ's Wholesale Club lease is partially guaranteed by Kmart. The subject property
is 96.0% leased. Primary access to the property is provided by Interstate 95 on
which there is almost one mile of frontage.
The borrower is a single-purpose entity (whose GP has an independent director)
affiliated with Swerdlow Real Estate Group, Inc., a recently formed private REIT
specializing in development, leasing and management of commercial properties in
South Florida. The REIT was capitalized simultaneously with the closing of the
loan with a $173m equity offering with major institutional investors including
affiliates of Michael Swerdlow, Fidelity Management Trust Company, Fidelity
Management and Research Company, Colony Capital, Inc., Landmark Partners, Inc.,
The Board of Trustees of Leland Stanford Jr. University and Institutional
Property Consultants, Inc.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and
to terminate discussions with any party at any time with or without notice.
Page 20
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
The Fifteen Southeast Realty Loans
<TABLE>
<CAPTION>
Loan Information Property Information
- ---------------------------------------------------------------- -----------------------------------------------------------
<S> <C> <C> <C>
Cut-off Date Balance: $58,000,000 Single Asset/Portfolio: Portfolio of 4 assets
% of Initial Pool: 3.7% Property Type: Multifamily
Mortgage Loan Seller: Column Financial, Inc. Location: Florida
Interest Rate: 7.880% Years Built/Renovated: 1973 to 1997
Balloon Term: 10 years Collateral: 4 Multifamily properties
with 1,520 total units
Amortization Term: 30 years
Property Management: Westdale Asset Management Ltd.
Call Protection: Prepayment lockout; U.S. Treasury
defeasance permitted as of the 2 year U/W Net Cash Flow: $6,247,290
anniversary of the Closing Date
Appraised Value: $75,300,000
Cut-Off Date LTV: 77.0%
Appraisal Date: April 8, 1999 to
Maturity/ARD LTV: 68.7% April 9, 1999
U/W DSCR: 1.24x Wtd. Avg. Occupancy Rate 95%
at U/W:
Cross Collateralization/
Default: Yes/Yes
Special Provisions: Cash Management
- ---------------------------------------------------- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Allocated
Loan Amount
Property Name City State Units Year Built/Renovated at Cut-off Date
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Arbor Lake Club Apartments Miami FL 712 1978/1990 $30,100,000
The Parkview Apartments--FL Pembroke Pines FL 208 1987 $9,550,000
Heron's Cove Apartments Orlando FL 324 1973/1997 $9,500,000
Horizons North Apartments North Miami FL 276 1982 $8,850,000
--------------------------------------------------------------------------------------------------------------
</TABLE>
Additional Information:
The subject multifamily properties' amenities include tennis courts, pools,
parking, laundry facilities, on-site management office and fitness centers. In
general, the properties are 95% occupied.
The borrower is a single-purpose entity affiliated with Fifteen Southeast
Realty, Inc. which currently owns 16,000 multifamily units. The properties will
be managed by an affiliate of the borrower, Westdale Asset Management Ltd.,
which currently manages over 30,000 units.
The reserves include a $2.35 million upgrade and improvement escrow reserve that
is in the excess of the contractual recurring reserve of $250/unit that may be
applied to the properties.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and
to terminate discussions with any party at any time with or without notice.
Page 21
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
The Herald Center Loan
<TABLE>
<CAPTION>
Loan Information Property Information
- ---------------------------------------------------------------- -----------------------------------------------------------
<S> <C> <C> <C>
Cut-off Date Balance: $49,975,508 Single Asset/Portfolio: Single Asset
% of Initial Pool: 3.2% Property Type: Retail
Mortgage Loan Seller: Column Financial, Inc. Location: New York, New York
Interest Rate: 7.754% Years Built/Renovated: 1910/1985
Term to ARD: 10 years Collateral: 249,504 square foot vertical
mall located in New York City
Amortization Term: 30 years
Property Management: J.E.M.B. Realty Corp.
Call Protection: Prepayment lockout; U.S. Treasury defeasance
permitted as of the 2 year anniversary of the U/W Net Cash Flow: $5,825,420
Closing Date
Cut-Off Date LTV: 66.6% Appraised Value: $75,000,000
Maturity/ARD LTV: 59.3% Appraisal Date: January 1, 1999
U/W DSCR: 1.35x Occupancy Rate at U/W: 100%
Cross Collateralization/
Default: No/No
Special Provisions: ARD Loan, Hard lockbox
- ---------------------------------------------------- -----------------------------------------------------------
</TABLE>
Additional Information:
Herald Center is a nine-story vertical mall located on the northwest corner of
Sixth Avenue and 33rd Street. The subject currently has 9 tenants, with Toy's
"R" Us (S&P A-), Kid's "R" Us and Daffy's, Inc. occupying approximately 85%.
Kiosks and smaller ground floor retail spaces occupy 3%, and the remaining 12%
is occupied by the NYS DMV.
The borrower is a single-purpose entity controlled by JEMB Realty Corporation.
The principal Joseph Jerome, has been involved in the management and leasing of
commercial office buildings, industrial parks, commercial condominiums and
retail property for over 13 years.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and
to terminate discussions with any party at any time with or without notice.
Page 22
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
The Alliance Loans
<TABLE>
<CAPTION>
Loan Information Property Information
- ---------------------------------------------------------------- -----------------------------------------------------------
<S> <C> <C> <C>
Cut-off Date Balance: $45,964,360 Single Asset/Portfolio: Portfolio of 3 assets
% of Initial Pool: 3.0% Property Type: Multifamily
Mortgage Loan Seller: Column Financial, Inc. Location: Texas
Interest Rate: 7.220% Years Built/Renovated: 1978 to 1997
Balloon Term: 10 years Collateral: 3 Multifamily properties with
1,970 total units
Amortization Term: 30 years
Property Management: Alliance Residential
Call Protection: Prepayment lockout; U.S. Treasury defeasance Management, LLC
permitted as of the 2 year anniversary of the
Closing Date U/W Net Cash Flow: $5,002,185
Cut-Off Date LTV: 72.0% Appraised Value: $63,850,000
Maturity/ARD LTV: 63.3% Appraisal Date: January 15, 1999 to
January 20, 1999
U/W DSCR: 1.33x
Wtd. Avg. Occupancy
Cross Collateralization/ Rate at U/W: 96%
Default: Yes/Yes
Special Provisions: Cash Management
- ---------------------------------------------------- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Allocated
Loan Amount
Property Name City State Units Year Built/Renovated at Cut-off Date
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sterling Point Apartments Houston TX 922 1978/1997 $20,751,731
Sandridge Apartments Pasadena TX 504 1978/1994 $15,099,893
Woodscape Apartments Houston TX 544 1979/1997 $10,112,736
--------------------------------------------------------------------------------------------------------------
</TABLE>
Additional Information:
The subject multifamily properties' amenities include tennis courts, pools,
parking, laundry facilities, on-site management office and fitness centers. In
general, the properties are 96% occupied.
Principals of the borrower, Alliance JT Portfolio Limited Partnership, include
Andrew Schor and Steven Ivankovich. The borrower is affiliated with Alliance
Holdings, Inc. ("Alliance"), a privately owned real estate investment,
development, and finance firm concentrated in the multifamily housing business.
Alliance and its affiliates own interests in and manage more than 24,000 units
throughout Texas, in the Midwest and along the eastern seaboard from Virginia to
Florida.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and
to terminate discussions with any party at any time with or without notice.
Page 23
<PAGE>
DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 11, 1999
The Stone Fort Loans
<TABLE>
<CAPTION>
Loan Information Property Information
- ---------------------------------------------------- -----------------------------------------------------------
<S> <C> <C> <C>
Cut-off Date Balance: $36,135,000 Single Asset/Portfolio: Portfolio of 5 assets
% of Initial Pool: 2.3% Property Type: 3 Office, 1 Mixed Use, 1 Industrial
Mortgage Loan Seller: GE Capital Access, Inc. Location: Chattanooga, Tennessee
Interest Rate: 7.470% Years Built/Renovated: 1946 to 1997
Balloon Term: 10 years Collateral: 3 Office, 1 Mixed Use, 1 Industrial
Amortization Term: 30 years Property Management: Stone Fort Land Co.
Call Protection: Prepayment lockout; U.S. U/W Net Cash Flow: $3,945,786
Treasury defeasance permitted
as of the 2 year anniversary
of the Closing Date
Cut-Off Date LTV: 71.9% Appraised Value: $50,285,000
Maturity/ARD LTV: 63.5% Appraisal Date: April 2, 1999
U/W DSCR: 1.31x Wtd. Avg. Occupancy Rate
at U/W: 92%
Cross Collateralization/
Default: Yes/Yes
- ---------------------------------------------------- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Allocated
Property Square Loan Amount
Property Name Type Feet Year Built/Renovated at Cut-off Date
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stone Fort Land - The Tallan Office Building Mixed Use 148,971 1982 $13,356,952
& The Tallan Parking Garage
Stone Fort Land - The Krystal Office Building Office 135,625 1979 $9,258,048
Stone Fort Land - Riverside Center Office 135,000 1946/1997 $8,514,000
Stone Fort Land - Harrison Direct Warehouse Industrial 184,700 1986 $3,680,000
Stone Fort Land - Tennessee American Water Office 15,488 1978 $1,326,000
Company Office Bulding
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Additional Information:
The Office Properties are all located in Chattanooga, Tennessee. These assets
contain 286,113 sf and are all considered Class A properties. Major tenants
include The Krystal Company, a fast food franchisor (35,739 sf, exp. 2009) and
Erlanger Health System, the largest health-care provider in Hamilton County
(82,592 sf, exp. 2006).
The Mixed Use Property is an office bulding with an attached parking garage
located in the Chattanooga Central Business District. The garage services the
subject building as well as the Krystal Office building (part of the subject
loans). The parking garage houses two seven-story elevators.
The Industrial Property is presented occupied by three tenants. The major
tenant, Harrison Direct, Inc. (HDI) (177,500 sf, exp. 2004), has been a tenant
at the building since 1988. HDI is a "fulfillment" company that operates a mail
order and distribution business, delivering marketing promotional merchandise
for Coca-Cola and other large consumer-oriented merchandise companies. HDI is
33% owned by Coca-Cola.
The borrower is a single-purpose entity with an independent director controlled
by Stone Fort Properties. The properties are managed by Stone Fort Land Co.
The investment summary is prepared solely for informational purposes and no
offer to sell or solicitation of any offer to purchase securities is being made
hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities
Corporation and Goldman, Sachs & Co. personnel to assist them in determining
when potential investors wish to proceed with an in-depth investigation of the
proposed offering. While the information contained herein is from sources
believed to be reliable, it has not been independently verified by Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their
respective affiliates. And such entities make no representations or warranties
with respect to the information contained herein or as to the appropriateness,
usefulness or completeness of these materials. Any computational information set
forth herein (including without limitation any computations of yields and
weighted average life) is hypothetical and based on certain assumptions
(including without limitation assumptions regarding the absence of voluntary and
involuntary prepayments, or the timing of such occurrences). The actual
characteristics and performance of the mortgage loans will differ from such
assumptions and such differences may be material. This document is subject to
errors, omissions and changes in the information and is subject to modification
or withdrawal at any time with or without notice. The information contained
herein supersedes any and all information contained in any previously furnished
summaries or terms sheets and shall be superseded by any subsequently furnished
similar materials. The information contained herein shall be superseded by a
final prospectus and prospectus supplement and by subsequent summary memoranda.
No purchase of any securities may be made unless and until a final prospectus or
private placement memorandum has been received by a potential investor and such
investor has complied with all additional related offering requirements. The
contents herein are not to be reproduced without the express written consent
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co.
Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
& Co. expressly reserves the right, at its sole discretion, to reject any or
all proposals or expressions of interest in the subject proposed offering and
to terminate discussions with any party at any time with or without notice.
Page 24
<PAGE>
DLJ COMMERCIAL MORTGAGE CORP.
Mortgage Pass-Through Certificates
The mortgage pass-through certificates offered hereby (the "Offered
Certificates") and by the supplements hereto (each, a "Prospectus Supplement")
will be offered from time to time in series (each, a "Series"). The Offered
Certificates of any Series, together with any other mortgage pass-through
certificates of such Series, are collectively referred to herein as the
"Certificates". Each Series will consist of one or more classes (each, a
"Class") of Certificates.
Each Series will represent in the aggregate the entire beneficial
ownership interest in a trust fund (with respect to any Series, the "Trust
Fund") to be formed by DLJ Commercial Mortgage Corp. (the "Depositor") and
including a segregated pool (a "Mortgage Asset Pool") of various types of
multifamily and commercial mortgage loans ("Mortgage Loans"), mortgage-backed
securities ("MBS") that evidence interests in, or that are secured by pledges
of, one or more of various types of multifamily or commercial mortgage loans,
or a combination of Mortgage Loans and MBS (collectively, "Mortgage Assets").
The Mortgage Loans in (and the mortgage loans underlying the MBS in) any Trust
Fund will be secured by first or junior liens on, or security interests in, fee
and/or leasehold estates in, or cooperative shares with respect to, one or more
of the following types of real property: (i) residential properties consisting
of rental or cooperatively-owned buildings with multiple dwelling units,
manufactured housing communities and mobile home parks; (ii) commercial
properties consisting of office buildings, properties related to the sales of
consumer goods and other products and/or related to providing entertainment,
recreation or personal services to the general public, hospitality properties,
casinos, health care-related facilities, recreational vehicle parks, golf
courses, marinas, ski resorts, amusement parks and other resort and
recreational properties, arenas, warehouse facilities, mini-warehouse
facilities, self-storage facilities, industrial facilities, parking lots and
garages, churches and other religious facilities, and restaurants; and (iii)
mixed use properties (that is, any combination of the foregoing) and unimproved
land. Properties related to the sale of consumer goods and other products
and/or providing entertainment, recreation and personal services to the general
public, multifamily properties consisting of rental or cooperatively owned
buildings with multiple dwelling units and office properties will represent
security for a material concentration of the Mortgage Loans (and the mortgage
loans underlying the MBS) constituting the Trust Fund for any Series, based on
principal balance at the time such Series is issued. If so specified in the
related Prospectus Supplement, the Trust Fund for a Series may also include
letters of credit, surety bonds, insurance policies, guarantees, reserve funds,
guaranteed investment contracts, interest rate exchange agreements, interest
rate cap or floor agreements, or other agreements designed to reduce the
effects of interest rate fluctuations on the Mortgage Assets. See "Description
of the Trust Funds", "Description of the Certificates" and "Description of
Credit Support".
----------- (cover continued on next page)
PROCEEDS OF THE ASSETS IN THE RELATED TRUST FUND WILL BE THE SOLE SOURCE OF
PAYMENTS ON THE OFFERED CERTIFICATES. THE OFFERED CERTIFICATES WILL NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, DONALDSON, LUFKIN &
JENRETTE SECURITIES CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE REMIC ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES,
OFFICERS, DIRECTORS, TRUSTEES, BENEFICIARIES, SHAREHOLDERS, EMPLOYEES OR
AGENTS. NEITHER THE OFFERED CERTIFICATES NOR THE MORTGAGE ASSETS WILL BE
GUARANTEED OR INSURED BY THE DEPOSITOR OR ANY OF ITS AFFILIATES OR, UNLESS
OTHERWISE SPECIFIED IN THE RELATED PROSPECTUS SUPPLEMENT, BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-----------
PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION APPEARING ON PAGE
17 HEREIN UNDER THE CAPTION "RISK FACTORS" AND SUCH INFORMATION AS MAY BE SET
FORTH UNDER THE CAPTION "RISK FACTORS" IN THE RELATED PROSPECTUS SUPPLEMENT
BEFORE PURCHASING ANY OFFERED CERTIFICATE.
The Offered Certificates of any Series may be offered through one or
more different methods, including offerings through underwriters, as described
herein under "Method of Distribution" and in the related Prospectus Supplement.
Retain this Prospectus for future reference. This Prospectus may not
be used to consummate sales of the Offered Certificates of any Series unless
accompanied by the Prospectus Supplement for such Series.
The date of this Prospectus is June 3, 1999.
<PAGE>
(cover continued)
The yield on each Class of a Series will be affected by, among other
things, the rate of payment of principal (including prepayments) on the
Mortgage Assets in the related Trust Fund and the timing of receipt of such
payments as described herein and in the related Prospectus Supplement. See
"Yield and Maturity Considerations". A Trust Fund may be subject to early
termination under the circumstances described herein and in the related
Prospectus Supplement. See "Description of the Certificates--Termination;
Retirement of the Certificates".
As described in the related Prospectus Supplement, the Certificates of
each Series, including the Offered Certificates of such Series, may consist of
one or more Classes of Certificates that: (i) provide for the accrual of
interest thereon based on a fixed, variable or adjustable interest rate; (ii)
are senior or subordinate to one or more other Classes of Certificates in
entitlement to certain distributions on the Certificates; (iii) are entitled to
distributions of principal, with disproportionate, nominal or no distributions
of interest; (iv) are entitled to distributions of interest, with
disproportionate, nominal or no distributions of principal; (v) provide for
distributions of interest thereon or principal thereof that commence only
following the occurrence of certain events, such as the retirement of one or
more other Classes of Certificates of such Series; (vi) provide for
distributions of principal thereof to be made, from time to time or for
designated periods, at a rate that is faster (and, in some cases, substantially
faster) or slower (and, in some cases, substantially slower) than the rate at
which payments or other collections of principal are received on the Mortgage
Assets in the related Trust Fund; or (vii) provide for distributions of
principal thereof to be made, subject to available funds, based on a specified
principal payment schedule or other methodology. Distributions in respect of
the Certificates of each Series will be made on a monthly, quarterly,
semi-annual, annual or other periodic basis as specified in the related
Prospectus Supplement. See "Description of the Certificates".
If so provided in the related Prospectus Supplement, one or more
elections may be made to treat the related Trust Fund or a designated portion
thereof as a "real estate mortgage investment conduit" (each, a "REMIC") for
federal income tax purposes. If applicable, the Prospectus Supplement for the
Offered Certificates of any Series will specify which Class or Classes of
Certificates of such Series will be considered to be regular interests in the
related REMIC and which Class of Certificates of such Series or other interests
will be designated as the residual interest in the related REMIC. See "Federal
Income Tax Consequences".
There will be no secondary market for the Offered Certificates of any
Series prior to the offering thereof. There can be no assurance that a
secondary market for any Offered Certificates will develop or, if one does
develop, that it will continue. Unless otherwise provided in the related
Prospectus Supplement, the Certificates will not be listed on any securities
exchange.
An Index of Principal Definitions is included at the end of this
Prospectus specifying the location of definitions of important or frequently
used defined terms.
-2-
<PAGE>
AVAILABLE INFORMATION
The Depositor has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement (of which this Prospectus forms a
part) under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Offered Certificates. This Prospectus and the Prospectus
Supplement relating to the Offered Certificates of each Series will contain
summaries of the material terms of the documents referred to herein and
therein, but do not contain all of the information set forth in the
Registration Statement pursuant to the rules and regulations of the Commission.
For further information, reference is made to such Registration Statement and
the exhibits thereto. Such Registration Statement and exhibits can be inspected
and copied at prescribed rates at the public reference facilities maintained by
the Commission at its Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its Regional Offices located as follows: Chicago
Regional Office, 500 West Madison, 14th Floor, Chicago, Illinois 60661; New
York Regional Office, Seven World Trade Center, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates and electronically through the Commission's Electronic Data
Gathering, Analysis and Retrieval system at the Commission's Web site
(http://www.sec.gov).
No dealer, salesman, or other person has been authorized to give any
information, or to make any representations, other than those contained in this
Prospectus or any related Prospectus Supplement, and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Depositor or any other person. Neither the delivery of this
Prospectus or any related Prospectus Supplement nor any sale made hereunder or
thereunder shall under any circumstances create an implication that there has
been no change in the information herein since the date hereof or therein since
the date thereof. This Prospectus and any related Prospectus Supplement are not
an offer to sell or a solicitation of an offer to buy any security in any
jurisdiction in which it is unlawful to make such offer or solicitation.
The Master Servicer, the Trustee or another specified person will
cause to be provided to registered holders of the Offered Certificates of each
Series periodic unaudited reports concerning the related Trust Fund. If
beneficial interests in a Class or Series of Offered Certificates are being
held and transferred in book-entry format through the facilities of The
Depository Trust Company ("DTC") as described herein, then unless otherwise
provided in the related Prospectus Supplement, such reports will be sent on
behalf of the related Trust Fund to a nominee of DTC as the registered holder
of the Offered Certificates. Conveyance of notices and other communications by
DTC to its participating organizations, and directly or indirectly through such
participating organizations to the beneficial owners of the applicable Offered
Certificates, will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. See
"Description of the Certificates--Reports to Certificateholders" and
"--Book-Entry Registration and Definitive Certificates".
The Depositor will file or cause to be filed with the Commission such
periodic reports with respect to each Trust Fund as are required under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations of the Commission thereunder. The Depositor intends to make a
written request to the staff of the Commission that the staff either (i) issue
an order pursuant to Section 12(h) of the Exchange Act exempting the Depositor
from certain reporting requirements under the Exchange Act with respect to each
Trust Fund or (ii) state that the staff will not recommend that the Commission
take enforcement action if the Depositor fulfills its reporting obligations as
described in its written request. If such request is granted, the Depositor
will file or cause to be filed with the Commission as to each Trust Fund the
periodic unaudited reports to holders of the Offered Certificates referenced in
the preceding paragraph; however, because of the nature of the Trust Funds, it
is unlikely that any significant additional information will be filed. In
addition, because of the limited number of Certificateholders expected for each
Series, the Depositor anticipates that a significant portion of such reporting
requirements will be permanently suspended following the first fiscal year for
the related Trust Fund.
-3-
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports
filed or caused to be filed by the Depositor with respect to a Trust Fund
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of an offering of Offered Certificates evidencing interests
therein. The Depositor will provide or cause to be provided without charge to
each person to whom this Prospectus is delivered in connection with the
offering of one or more Classes of Offered Certificates, upon written or oral
request of such person, a copy of any or all documents or reports incorporated
herein by reference, in each case to the extent such documents or reports
relate to one or more of such Classes of such Offered Certificates, other than
the exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Such requests to the Depositor
should be directed in writing to the Depositor at 277 Park Avenue, 9th Floor,
New York, New York 10172, Attention: N. Dante LaRocca, or by telephone at (212)
892-3000.
-4-
<PAGE>
TABLE OF CONTENTS
<TABLE>
Page
----
<S> <C>
AVAILABLE INFORMATION.........................................................................3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.............................................4
SUMMARY OF PROSPECTUS.........................................................................8
RISK FACTORS.................................................................................17
Limited Liquidity of Offered Certificates...............................................17
Limited Assets..........................................................................18
Credit Support Limitations..............................................................18
Effect of Prepayments on Average Life of Certificates...................................19
Effect of Prepayments on Yield of Certificates..........................................20
Limited Nature of Ratings...............................................................20
Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans.......21
Inclusion of Delinquent and Nonperforming Mortgage Loans in a Mortgage Asset Pool.......27
Federal Tax Considerations Regarding REMIC Residual Certificates........................27
Book-Entry Registration.................................................................28
Potential Conflicts of Interest.........................................................28
Termination.............................................................................29
DESCRIPTION OF THE TRUST FUNDS...............................................................29
General.................................................................................29
Mortgage Loans..........................................................................29
MBS.....................................................................................40
Undelivered Mortgage Assets.............................................................41
Certificate Accounts....................................................................41
Credit Support..........................................................................42
Cash Flow Agreements....................................................................42
YIELD AND MATURITY CONSIDERATIONS............................................................42
General.................................................................................42
Pass-Through Rate.......................................................................42
Payment Delays..........................................................................43
Certain Shortfalls in Collections of Interest...........................................43
Yield and Prepayment Considerations.....................................................43
Weighted Average Life and Maturity......................................................45
Other Factors Affecting Yield, Weighted Average Life and Maturity.......................46
THE DEPOSITOR................................................................................48
DESCRIPTION OF THE CERTIFICATES..............................................................48
General.................................................................................48
Distributions...........................................................................49
Distributions of Interest on the Certificates...........................................49
Distributions of Principal of the Certificates..........................................50
Distributions on the Certificates in Respect of Prepayment Premiums
or in Respect of Equity Participations...............................................51
</TABLE>
-5-
<PAGE>
<TABLE>
Page
----
<S> <C>
Allocation of Losses and Shortfalls.....................................................51
Advances in Respect of Delinquencies....................................................51
Reports to Certificateholders...........................................................52
Voting Rights...........................................................................53
Termination.............................................................................53
Book-Entry Registration and Definitive Certificates.....................................54
DESCRIPTION OF THE POOLING AGREEMENTS........................................................55
General.................................................................................55
Assignment of Mortgage Assets...........................................................56
Representations and Warranties with respect to Mortgage Assets;
Repurchases and Other Remedies.......................................................57
Collection and Other Servicing Procedures with respect to Mortgage Loans................58
Sub-Servicers...........................................................................60
Collection of Payments on MBS...........................................................60
Certificate Account.....................................................................61
Modifications, Waivers and Amendments of Mortgage Loans.................................64
Realization Upon Defaulted Mortgage Loans...............................................64
Hazard Insurance Policies...............................................................66
Due-on-Sale and Due-on-Encumbrance Provisions...........................................66
Servicing Compensation and Payment of Expenses..........................................67
Evidence as to Compliance...............................................................67
Certain Matters Regarding the Master Servicer, the Special Servicer,
the REMIC Administrator, the Manager and the Depositor ..............................68
Events of Default.......................................................................69
Rights Upon Event of Default............................................................70
Amendment...............................................................................71
List of Certificateholders..............................................................72
The Trustee.............................................................................72
Duties of the Trustee...................................................................72
Certain Matters Regarding the Trustee...................................................72
Resignation and Removal of the Trustee..................................................73
DESCRIPTION OF CREDIT SUPPORT................................................................73
General.................................................................................73
Subordinate Certificates................................................................74
Insurance or Guarantees with Respect to Mortgage Loans..................................74
Letter of Credit........................................................................74
Certificate Insurance and Surety Bonds..................................................74
Reserve Funds...........................................................................75
Credit Support with Respect to MBS......................................................75
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS......................................................75
General.................................................................................75
Types of Mortgage Instruments...........................................................76
Leases and Rents........................................................................76
Personalty..............................................................................77
Foreclosure.............................................................................77
Bankruptcy Laws.........................................................................80
</TABLE>
-6-
<PAGE>
<TABLE>
Page
----
<S> <C>
Environmental Considerations............................................................81
Due-on-Sale and Due-on-Encumbrance Provisions...........................................83
Junior Liens; Rights of Holders of Senior Liens.........................................83
Subordinate Financing...................................................................84
Default Interest and Limitations on Prepayments.........................................84
Applicability of Usury Laws.............................................................84
Certain Laws and Regulations............................................................84
Americans with Disabilities Act.........................................................85
Soldiers' and Sailors' Civil Relief Act of 1940.........................................85
Forfeitures in Drug and RICO Proceedings................................................85
FEDERAL INCOME TAX CONSEQUENCES..............................................................86
General.................................................................................86
REMICs..................................................................................87
Grantor Trust Funds....................................................................103
STATE AND OTHER TAX CONSEQUENCES............................................................112
ERISA CONSIDERATIONS........................................................................112
General................................................................................112
Plan Asset Regulations.................................................................113
Prohibited Transaction Exemptions......................................................114
Insurance Company General Accounts.....................................................114
Consultation With Counsel..............................................................115
Tax Exempt Investors...................................................................115
LEGAL INVESTMENT............................................................................115
USE OF PROCEEDS.............................................................................117
METHOD OF DISTRIBUTION......................................................................117
LEGAL MATTERS...............................................................................118
FINANCIAL INFORMATION.......................................................................119
RATING......................................................................................119
INDEX OF PRINCIPAL DEFINITIONS..............................................................120
</TABLE>
-7-
<PAGE>
- -------------------------------------------------------------------------------
SUMMARY OF PROSPECTUS
The following summary of certain pertinent information is qualified in
its entirety by reference to the more detailed information appearing elsewhere
in this Prospectus and by reference to the information with respect to each
Series of Certificates contained in the Prospectus Supplement to be prepared
and delivered in connection with the offering of Offered Certificates of such
Series. An Index of Principal Definitions is included at the end of this
Prospectus.
SECURITIES OFFERED................... Mortgage pass-through certificates.
DEPOSITOR............................ DLJ Commercial Mortgage Corp., a Delaware
corporation. The Depositor's address is
277 Park Avenue, 9th Floor, New York, New
York 10172 and its telephone number is
(212) 892-3000. See "The Depositor".
TRUSTEE.............................. The trustee (the "Trustee") for each
Series will be named in the related
Prospectus Supplement. See "Description
of the Pooling Agreements--The Trustee".
MASTER SERVICER...................... If a Trust Fund includes Mortgage Loans,
then the master servicer (the "Master
Servicer") for the corresponding Series
will be named in the related Prospectus
Supplement. See "Description of the
Pooling Agreements".
SPECIAL SERVICER..................... If a Trust Fund includes Mortgage Loans,
then the special servicer (the "Special
Servicer") for the corresponding Series
will be named, or the circumstances under
which a Special Servicer may be appointed
will be described, in the related
Prospectus Supplement. See "Description
of the Pooling Agreements--Collection and
Other Servicing Procedures with respect
to Mortgage Loans".
MBS ADMINISTRATOR.................... If a Trust Fund includes MBS, then the
entity responsible for administering such
MBS (the "MBS Administrator") will be
named in the related Prospectus
Supplement. If an entity other than the
Trustee or the Master Servicer is the MBS
Administrator, such entity will be
referred to herein as the "Manager".
REMIC ADMINISTRATOR.................. The person (the "REMIC Administrator")
responsible for the various tax-related
administration duties for a Series as to
which one or more REMIC elections have
been made will be named in the related
Prospectus Supplement. See "Federal
Income Tax Consequences" and "REMICs".
THE MORTGAGE ASSETS.................. The Mortgage Assets will be the primary
assets of any Trust Fund. The Mortgage
Assets with respect to each Series will,
in general, consist of a pool of mortgage
loans ("Mortgage Loans") secured by first
or junior liens on, or security interests
in, fee and/or leasehold estates in, or
cooperative shares with respect to, one
or more of the following types of real
property: (i) residential properties
consisting of rental
- -------------------------------------------------------------------------------
-8-
<PAGE>
- -------------------------------------------------------------------------------
or cooperatively-owned buildings with
multiple dwelling units, manufactured
housing communities and mobile home
parks; (ii) commercial properties
consisting of office buildings,
properties related to the sale of goods
and other products (such as shopping
centers, malls, factory outlet centers,
automotive sales centers and individual
stores, shops and businesses related to
sales of consumer goods and other
products, including individual department
stores and other retail stores, grocery
stores, specialty shops, convenience
stores and gas stations), properties
related to providing entertainment,
recreation or personal services (such as
movie theaters, fitness centers, bowling
alleys, salons, dry cleaners and
automotive service centers), hospitality
properties (such as hotels, motels and
other lodging facilities) casinos, health
care-related facilities (such as
hospitals, skilled nursing facilities,
nursing homes, congregate care facilities
and, in some cases, senior housing),
recreational and resort properties (such
as recreational vehicle parks, golf
courses, marinas, ski resorts, amusement
parks and other recreational properties),
arenas, storage properties (such as
warehouse facilities, mini-warehouse
facilities and self-storage facilities),
industrial facilities, parking lots and
garages, churches and other religious
facilities and restaurants; and (iii)
mixed use properties (that is, any
combination of the foregoing) and
unimproved land. The Mortgage Loans will
not be guaranteed or insured by the
Depositor or any of its affiliates or,
unless otherwise provided in the related
Prospectus Supplement, by any
governmental agency or instrumentality or
by any other person. If so specified in
the related Prospectus Supplement, some
Mortgage Loans may be delinquent or
nonperforming as of the date the related
Trust Fund is formed.
As and to the extent described in the
related Prospectus Supplement, a Mortgage
Loan (i) may provide for no accrual of
interest or for accrual of interest
thereon at an interest rate (a "Mortgage
Rate") that is fixed over its term or
that adjusts from time to time, or that
may be converted at the borrower's
election from an adjustable to a fixed
Mortgage Rate, or from a fixed to an
adjustable Mortgage Rate, (ii) may
provide for level payments to maturity or
for payments that adjust from time to
time to accommodate changes in the
Mortgage Rate or to reflect the
occurrence of certain events, and may
permit negative amortization, (iii) may
be fully amortizing or may be partially
amortizing or nonamortizing, with a
balloon payment due on its stated
maturity date, (iv) may prohibit over its
term or for a certain period prepayments
and/or require payment of a premium or a
yield maintenance payment in connection
with certain prepayments and (v) may
provide for payments of principal,
interest or both, on due dates that occur
monthly, quarterly, semi-annually or at
such other interval as is specified in
the related
- -------------------------------------------------------------------------------
-9-
<PAGE>
- -------------------------------------------------------------------------------
Prospectus Supplement. Each Mortgage Loan
will have had an original term to
maturity of not more than approximately
40 years. No Mortgage Loan will have been
originated by the Depositor. See
"Description of the Trust Funds--Mortgage
Loans".
If any Mortgage Loan, or group of related
Mortgage Loans (by reason of
cross-collateralization, common borrower
or affiliation of borrowers), constitutes
a material concentration of credit risk,
financial statements or other financial
information with respect to the related
Mortgaged Property or Mortgaged
Properties will be included in the
related Prospectus Supplement. See
"Description of the Trust Funds--Mortgage
Loans--Mortgage Loan Information" in the
Prospectus Supplement.
If and to the extent specified in the
related Prospectus Supplement, the
Mortgage Assets with respect to a Series
may also include, or consist of, mortgage
participations, mortgage pass-through
certificates, collateralized mortgage
obligations and/or other mortgage-backed
securities (collectively, "MBS"), that
evidence an interest in, or are secured
by a pledge of, one or more mortgage
loans that conform to the descriptions of
the Mortgage Loans contained herein and
which may or may not be issued, insured
or guaranteed by the United States or an
agency or instrumentality thereof. See
"Description of the Trust Funds--MBS".
Unless otherwise specified in the related
Prospectus Supplement, the aggregate
outstanding principal balance of a
Mortgage Asset Pool as of the date it is
formed (the "Cut-off Date") will equal or
exceed the aggregate outstanding
principal balance of the related Series
as of the date the Certificates of such
Series are initially issued (the "Closing
Date"). In the event that the Mortgage
Assets initially delivered do not have an
aggregate outstanding principal balance
as of the related Cut-off Date at least
equal to the aggregate outstanding
principal balance of the related Series
as of the related Closing Date, the
Depositor may deposit cash or Permitted
Investments (as defined herein) on an
interim basis with the Trustee for such
Series on the related Closing Date in
lieu of delivering Mortgage Assets (the
"Undelivered Mortgage Assets") with an
aggregate outstanding principal balance
as of the related Cut-off Date equal to
the shortfall amount. During the 90-day
period following the related Closing
Date, the Depositor will be entitled to
obtain a release of such cash or
Permitted Investments to the extent that
the Depositor delivers a corresponding
amount of the Undelivered Mortgage
Assets. If and to the extent that all the
Undelivered Mortgage Assets are not
delivered during the 90-day period
following the
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<PAGE>
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related Closing Date, such cash or,
following liquidation, such Permitted
Investments will be applied to pay a
corresponding amount of principal of the
Certificates of such Series to the extent
set forth, and on the dates specified, in
the related Prospectus Supplement.
THE CERTIFICATES..................... Each Series will be issued in one or more
Classes of Certificates pursuant to a
pooling and servicing agreement or other
agreement specified in the related
Prospectus Supplement (in any case, a
"Pooling Agreement") and will represent
in the aggregate the entire beneficial
ownership interest in the related Trust
Fund.
As described in the related Prospectus
Supplement, the Certificates of each
Series, including the Offered
Certificates of such Series, may consist
of one or more Classes of Certificates
that, among other things: (i) are senior
(collectively, "Senior Certificates") or
subordinate (collectively, "Subordinate
Certificates") to one or more other
Classes of Certificates of the same
Series in entitlement to certain
distributions on the Certificates; (ii)
are entitled to distributions of
principal, with disproportionate, nominal
or no distributions of interest
(collectively, "Stripped Principal
Certificates"); (iii) are entitled to
distributions of interest, with
disproportionate, nominal or no
distributions of principal (collectively,
"Stripped Interest Certificates"); (iv)
provide for distributions of interest
thereon or principal thereof that
commence only after the occurrence of
certain events, such as the retirement of
one or more other Classes of Certificates
of such Series; (v) provide for
distributions of principal thereof to be
made, from time to time or for designated
periods, at a rate that is faster (and,
in some cases, substantially faster) or
slower (and, in some cases, substantially
slower) than the rate at which payments
or other collections of principal are
received on the Mortgage Assets in the
related Trust Fund; (vi) provide for
distributions of principal thereof to be
made, subject to available funds, based
on a specified principal payment schedule
or other methodology; or (vii) provide
for distributions based on collections on
the Mortgage Assets in the related Trust
Fund attributable to prepayment premiums,
yield maintenance payments or equity
participations.
If so specified in the related Prospectus
Supplement, a Series may include one or
more "Controlled Amortization Classes",
which will entitle the holders thereof to
receive principal distributions according
to a specified principal payment
schedule. Although prepayment risk cannot
be eliminated entirely for any Class of
Certificates, a Controlled Amortization
Class will generally provide a relatively
stable cash flow so long as the actual
rate of prepayment on the Mortgage Loans
in the related Trust Fund remains
relatively
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<PAGE>
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constant at the rate, or within the range
of rates, of prepayment used to establish
the specific principal payment schedule
for such Certificates. Prepayment risk
with respect to a given Mortgage Asset
Pool does not disappear, however, and the
stability afforded to a Controlled
Amortization Class comes at the expense
of one or more other Classes of
Certificates of the same Series, any of
which other Classes of Certificates may
also be a Class of Offered Certificates.
See "Risk Factors--Effect of Prepayments
on Average Life of Certificates" and
"--Effect of Prepayments on Yield of
Certificates".
Each Certificate, other than certain
Stripped Interest Certificates and
certain REMIC Residual Certificates (as
defined herein), will have an initial
stated principal amount (a "Certificate
Principal Balance"); and each
Certificate, other than certain Stripped
Principal Certificates and certain REMIC
Residual Certificates, will accrue
interest on its Certificate Principal
Balance or, in the case of certain
Stripped Interest Certificates, on a
notional amount (a "Certificate Notional
Amount"), based on a fixed, variable or
adjustable interest rate (a "Pass-Through
Rate"). The related Prospectus Supplement
will specify the aggregate Certificate
Principal Balance, aggregate Certificate
Notional Amount and/or Pass-Through Rate
(or, in the case of a variable or
adjustable Pass-Through Rate, the method
for determining such rate), as
applicable, for each Class of Offered
Certificates.
If so specified in the related Prospectus
Supplement, a Class of Offered
Certificates may have two or more
component parts, each having
characteristics that are otherwise
described herein as being attributable to
separate and distinct Classes.
The Certificates will not be guaranteed
or insured by the Depositor or any of its
affiliates, by any governmental agency or
instrumentality or by any other person or
entity, unless otherwise provided in the
related Prospectus Supplement. See "Risk
Factors--Limited Assets".
DISTRIBUTIONS OF INTEREST ON THE
CERTIFICATES......................... Interest on each Class of Offered
Certificates (other than certain Classes
of Stripped Principal Certificates and
certain Classes of REMIC Residual
Certificates) of each Series will accrue
at the applicable Pass-Through Rate on
the aggregate Certificate Principal
Balance or, in the case of certain
Classes of Stripped Interest
Certificates, the aggregate Certificate
Notional Amount thereof outstanding from
time to time and will be distributed to
Certificateholders as provided in the
related Prospectus Supplement (each of
the specified dates on which
distributions are to be made, a
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<PAGE>
- -------------------------------------------------------------------------------
"Distribution Date"). Distributions of
interest with respect to one or more
Classes of Certificates (collectively,
"Accrual Certificates") may not commence
until the occurrence of certain events,
such as the retirement of one or more
other Classes of Certificates, and
interest accrued with respect to a Class
of Accrual Certificates prior to the
occurrence of such an event will either
be added to the Certificate Principal
Balance thereof or otherwise deferred as
described in the related Prospectus
Supplement. Distributions of interest
with respect to one or more Classes of
Certificates may be reduced to the extent
of certain delinquencies, losses and
other contingencies described herein and
in the related Prospectus Supplement. See
"Risk Factors--Effect of Prepayments on
Average Life of Certificates" and
"--Effect of Prepayments on Yield of
Certificates", "Yield and Maturity
Considerations--Certain Shortfalls in
Collections of Interest" and "Description
of the Certificates --Distributions of
Interest on the Certificates".
DISTRIBUTIONS OF PRINCIPAL OF THE
CERTIFICATES......................... Each Class of Certificates of each Series
(other than certain Classes of Stripped
Interest Certificates and certain Classes
of REMIC Residual Certificates) will have
an aggregate Certificate Principal
Balance. The aggregate Certificate
Principal Balance of a Class of
Certificates outstanding from time to
time will represent the maximum amount
that the holders thereof are then
entitled to receive in respect of
principal from future cash flow on the
assets in the related Trust Fund. Unless
otherwise specified in the related
Prospectus Supplement, the initial
aggregate Certificate Principal Balance
of all Classes of a Series will not be
greater than the outstanding principal
balance of the related Mortgage Assets as
of the related Cut-off Date. As and to
the extent described in each Prospectus
Supplement, distributions of principal
with respect to the related Series will
be made on each Distribution Date to the
holders of the Class or Classes of
Certificates of such Series then entitled
thereto until the Certificate Principal
Balances of such Certificates have been
reduced to zero. Distributions of
principal with respect to one or more
Classes of Certificates: (i) may be made
at a rate that is faster (and, in some
cases, substantially faster) or slower
(and, in some cases, substantially
slower) than the rate at which payments
or other collections of principal are
received on the Mortgage Assets in the
related Trust Fund; (ii) may not commence
until the occurrence of certain events,
such as the retirement of one or more
other Classes of Certificates of the same
Series; (iii) may be made, subject to
certain limitations, based on a specified
principal payment schedule; or (iv) may
be contingent on the specified principal
payment schedule for another Class of the
same Series and the rate at which
payments and other collections of
principal on the Mortgage
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<PAGE>
- -------------------------------------------------------------------------------
Assets in the related Trust Fund are
received. Unless otherwise specified in
the related Prospectus Supplement,
distributions of principal of any Class
of Offered Certificates will be made on a
pro rata basis among all of the
Certificates of such Class. See
"Description of the Certificates
--Distributions of Principal of the
Certificates".
CREDIT SUPPORT AND CASH
FLOW AGREEMENTS...................... If so provided in the related Prospectus
Supplement, partial or full protection
against certain defaults and losses on
the Mortgage Assets in the related Trust
Fund may be provided to one or more
Classes of Certificates of the related
Series in the form of subordination of
one or more other Classes of Certificates
of such Series, which other Classes may
include one or more Classes of Offered
Certificates, or by one or more other
types of credit support, which may
include a letter of credit, a surety
bond, an insurance policy, a guarantee, a
reserve fund, or a combination thereof
(any such coverage with respect to the
Certificates of any Series, "Credit
Support"). If so provided in the related
Prospectus Supplement, a Trust Fund may
include: (i) guaranteed investment
contracts pursuant to which moneys held
in the funds and accounts established for
the related Series will be invested at a
specified rate; or (ii) interest rate
exchange agreements, interest rate cap or
floor agreements, or other agreements
designed to reduce the effects of
interest rate fluctuations on the
Mortgage Assets or on one or more Classes
of Certificates (any such agreement, in
the case of clause (i) or (ii), a "Cash
Flow Agreement"). Certain relevant
information regarding any Credit Support
or Cash Flow Agreement applicable to the
Offered Certificates of any Series will
be set forth in the related Prospectus
Supplement. See "Risk Factors--Credit
Support Limitations", "Description of the
Trust Funds--Credit Support" and "--Cash
Flow Agreements" and "Description of
Credit Support".
ADVANCES............................. If and to the extent provided in the
related Prospectus Supplement, if a Trust
Fund includes Mortgage Loans, the Master
Servicer, the Special Servicer, the
Trustee, any provider of Credit Support
and/or any other specified person may be
obligated to make, or have the option of
making, certain advances with respect to
delinquent scheduled payments of
principal and/or interest on such
Mortgage Loans. Any such advances made
with respect to a particular Mortgage
Loan will be reimbursable from subsequent
recoveries in respect of such Mortgage
Loan and otherwise to the extent
described herein and in the related
Prospectus Supplement. See "Description
of the Certificates --Advances in Respect
of Delinquencies". If and to the extent
provided in the Prospectus Supplement for
the Offered Certificates of any Series,
any entity making such
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<PAGE>
- -------------------------------------------------------------------------------
advances may be entitled to receive
interest thereon for a specified period
during which certain or all of such
advances are outstanding, payable from
amounts in the related Trust Fund. See
"Description of the
Certificates--Advances in Respect of
Delinquencies". If a Trust Fund includes
MBS, any comparable advancing obligation
of a party to the related Pooling
Agreement, or of a party to the related
MBS Agreement, will be described in the
related Prospectus Supplement.
OPTIONAL TERMINATION................. If so specified in the related Prospectus
Supplement, a Trust Fund may be subject
to optional early termination through the
repurchase of the Mortgage Assets
included in such Trust Fund by the party
or parties specified in such Prospectus
Supplement, under the circumstances and
in the manner set forth therein, thereby
resulting in early retirement for the
Certificates of the related Series. If so
provided in the related Prospectus
Supplement, upon the reduction of the
aggregate Certificate Principal Balance
of a specified Class or Classes of
Certificates by a specified percentage or
amount or upon a specified date, a party
specified therein may be authorized or
required to solicit bids for the purchase
of all of the Mortgage Assets of the
related Trust Fund, or of a sufficient
portion of such Mortgage Assets to retire
such Class or Classes, under the
circumstances and in the manner set forth
therein. See "Description of the
Certificates--Termination".
FEDERAL INCOME TAX CONSEQUENCES...... The Certificates of each Series will
constitute or evidence ownership of
either (i) "regular interests" ("REMIC
Regular Certificates") and "residual
interests" ("REMIC Residual
Certificates") in a Trust Fund, or a
designated portion thereof, treated as a
REMIC under Sections 860A through 860G of
the Internal Revenue Code of 1986 (the
"Code"), or (ii) interests ("Grantor
Trust Certificates") in a Trust Fund
treated as a grantor trust under
applicable provisions of the Code. It is
recommended that Investors consult their
tax advisors concerning the specific tax
consequences to them of the purchase,
ownership and disposition of the Offered
Certificates and to review "Federal
Income Tax Consequences" herein and in
the related Prospectus Supplement.
ERISA CONSIDERATIONS................. Fiduciaries of employee benefit plans and
certain other retirement plans and
arrangements, including individual
retirement accounts, annuities, Keogh
plans, and collective investment funds
and separate accounts in which such
plans, accounts, annuities or
arrangements are invested, that are
subject to the Employee Retirement Income
Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Code,
should review with their legal advisors
whether the purchase or holding of
Offered Certificates could give rise to a
transaction that is prohibited or is not
otherwise permissible
- -------------------------------------------------------------------------------
-15-
<PAGE>
either under ERISA or Section 4975 of the
Code. See "ERISA Considerations" herein
and in the related Prospectus Supplement.
LEGAL INVESTMENT..................... The Offered Certificates will constitute
"mortgage related securities" for
purposes of the Secondary Mortgage Market
Enhancement Act of 1984, as amended
("SMMEA"), only if so specified in the
related Prospectus Supplement. Investors
whose investment authority is subject to
legal restrictions should consult their
legal advisors to determine whether and
to what extent the Offered Certificates
constitute legal investments for them.
See "Legal Investment" herein and in the
related Prospectus Supplement.
RATING............................... At their respective dates of issuance,
each Class of Offered Certificates will
be rated not lower than investment grade
by one or more nationally recognized
statistical rating agencies (each, a
"Rating Agency"). See "Rating" herein and
in the related Prospectus Supplement.
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<PAGE>
RISK FACTORS
In considering an investment in the Offered Certificates of any
Series, investors should consider, among other things, the following risk
factors and any other factors set forth under the heading "Risk Factors" in the
related Prospectus Supplement. In general, to the extent that the factors
discussed below pertain to or are influenced by the characteristics or behavior
of Mortgage Loans included in a particular Trust Fund, they would similarly
pertain to and be influenced by the characteristics or behavior of the mortgage
loans underlying any MBS included in such Trust Fund.
LIMITED LIQUIDITY OF OFFERED CERTIFICATES
General. The Offered Certificates of any Series may have limited or no
liquidity. Accordingly, an investor may be forced to bear the risk of its
investment in any Offered Certificates for an indefinite period of time.
Furthermore, except to the extent described herein and in the related
Prospectus Supplement, Certificateholders will have no redemption rights, and
the Offered Certificates of each Series are subject to early retirement only
under certain specified circumstances described herein and in the related
Prospectus Supplement. See "Description of the Certificates--Termination".
Lack of a Secondary Market. There can be no assurance that a secondary
market for the Offered Certificates of any Series will develop or, if it does
develop, that it will provide holders with liquidity of investment or that it
will continue for as long as such Certificates remain outstanding. The
Prospectus Supplement for the Offered Certificates of any Series may indicate
that an underwriter specified therein intends to establish a secondary market
in such Offered Certificates; however, no underwriter will be obligated to do
so. Any such secondary market may provide less liquidity to investors than any
comparable market for securities that evidence interests in single-family
mortgage loans. Unless otherwise provided in the related Prospectus Supplement,
the Certificates will not be listed on any securities exchange.
Limited Nature of Ongoing Information. The primary source of ongoing
information regarding the Offered Certificates of any Series, including
information regarding the status of the related Mortgage Assets and any Credit
Support for such Certificates, will be the periodic reports to
Certificateholders to be delivered pursuant to the related Pooling Agreement as
described herein under the heading "Description of the Certificates--Reports to
Certificateholders". There can be no assurance that any additional ongoing
information regarding the Offered Certificates of any Series will be available
through any other source. The limited nature of such information in respect of
the Offered Certificates of any Series may adversely affect the liquidity
thereof, even if a secondary market for such Certificates does develop.
Sensitivity to Fluctuations in Prevailing Interest Rates. Insofar as a
secondary market does develop with respect to Offered Certificates of any
Series or with respect to any Class thereof, the market value of such
Certificates will be affected by several factors, including the perceived
liquidity thereof, the anticipated cash flow thereon (which may vary widely
depending upon the prepayment and default assumptions applied in respect of the
underlying Mortgage Loans) and prevailing interest rates. The price payable at
any given time in respect of certain Classes of Offered Certificates (in
particular, a Class with a relatively long average life, a Companion Class (as
defined herein) or a Class of Stripped Interest Certificates or Stripped
Principal Certificates) may be extremely sensitive to small fluctuations in
prevailing interest rates; and the relative change in price for an Offered
Certificate in response to an upward or downward movement in prevailing
interest rates may not necessarily equal the relative change in price for such
Offered Certificate in response to an equal but opposite movement in such
rates. Accordingly, the sale of Offered Certificates by a holder in any
secondary market that may develop may be at a discount from the price paid by
such holder. The Depositor is not aware of any source through which price
information about the Offered Certificates will be generally available on an
ongoing basis.
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<PAGE>
LIMITED ASSETS
Unless otherwise specified in the related Prospectus Supplement,
neither the Offered Certificates of any Series nor the Mortgage Assets in the
related Trust Fund will be guaranteed or insured by the Depositor or any of its
affiliates, by any governmental agency or instrumentality or by any other
person or entity; and no Offered Certificate of any Series will represent a
claim against or security interest in the Trust Fund for any other Series.
Accordingly, if the related Trust Fund has insufficient assets to make payments
on a Series of Offered Certificates, no other assets will be available for
payment of the deficiency, and the holders of one or more Classes of such
Offered Certificates will be required to bear the consequent loss. Furthermore,
certain amounts on deposit from time to time in certain funds or accounts
constituting part of a Trust Fund, including the Certificate Account (as
defined herein) and any accounts maintained as Credit Support, may be withdrawn
under certain conditions, if and to the extent described in the related
Prospectus Supplement, for purposes other than the payment of principal of or
interest on the Certificates of the related Series. If and to the extent so
provided in the Prospectus Supplement relating to a Series consisting of one or
more Classes of Subordinate Certificates, on any Distribution Date in respect
of which losses or shortfalls in collections on the Mortgage Assets have been
incurred, all or a portion of the amount of such losses or shortfalls will be
borne first by one or more Classes of the Subordinate Certificates, and,
thereafter, by the remaining Classes of Certificates, in the priority and
manner and subject to the limitations specified in such Prospectus Supplement.
CREDIT SUPPORT LIMITATIONS
Limitations Regarding Types of Losses Covered. The Prospectus
Supplement for the Offered Certificates of any Series will describe any Credit
Support provided with respect thereto. Use of Credit Support will be subject to
the conditions and limitations described herein and in the related Prospectus
Supplement. Moreover, such Credit Support may not cover all potential losses;
for example, Credit Support may or may not cover loss by reason of fraud or
negligence by a mortgage loan originator or other parties. Any such losses not
covered by Credit Support may, at least in part, be allocated to one or more
Classes of Offered Certificates.
Disproportionate Benefits to Certain Classes and Series. A Series may
include one or more Classes of Subordinate Certificates (which may include
Offered Certificates), if so provided in the related Prospectus Supplement.
Although subordination is intended to reduce the likelihood of temporary
shortfalls and ultimate losses to holders of Senior Certificates, the amount of
subordination will be limited and may decline under certain circumstances. In
addition, if principal payments on one or more Classes of Offered Certificates
of a Series are made in a specified order of priority, any related Credit
Support may be exhausted before the principal of the later paid Classes of
Offered Certificates of such Series has been repaid in full. As a result, the
impact of losses and shortfalls experienced with respect to the Mortgage Assets
may fall primarily upon those Classes of Offered Certificates having a later
right of payment. Moreover, if a form of Credit Support covers the Offered
Certificates of more than one Series and losses on the related Mortgage Assets
exceed the amount of such Credit Support, it is possible that the holders of
Offered Certificates of one (or more) such Series will be disproportionately
benefited by such Credit Support to the detriment of the holders of Offered
Certificates of one (or more) other such Series.
Limitations Regarding the Amount of Credit Support. The amount of any
applicable Credit Support supporting one or more Classes of Offered
Certificates, including the subordination of one or more other Classes of
Certificates, will be determined on the basis of criteria established by each
Rating Agency rating such Classes of Certificates based on an assumed level of
defaults, delinquencies and losses on the underlying Mortgage Assets and
certain other factors. There can, however, be no assurance that the loss
experience on the related Mortgage Assets will not exceed such assumed levels.
See "Description of the Certificates--Allocation of Losses and Shortfalls" and
"Description of Credit Support". If the losses on the related Mortgage Assets
do exceed such assumed levels, the holders of one or more Classes of Offered
Certificates will be required to bear such additional losses.
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<PAGE>
EFFECT OF PREPAYMENTS ON AVERAGE LIFE OF CERTIFICATES
As a result of prepayments on the Mortgage Loans in any Trust Fund,
the amount and timing of distributions of principal and/or interest on the
Offered Certificates of the related Series may be highly unpredictable.
Prepayments on the Mortgage Loans in any Trust Fund will result in a faster
rate of principal payments on one or more Classes of Certificates of the
related Series than if payments on such Mortgage Loans were made as scheduled.
Thus, the prepayment experience on the Mortgage Loans in a Trust Fund may
affect the average life of one or more Classes of Certificates of the related
Series, including a Class of Offered Certificates. The rate of principal
payments on pools of mortgage loans varies among pools and from time to time is
influenced by a variety of economic, demographic, geographic, social, tax and
legal factors. For example, if prevailing interest rates fall significantly
below the Mortgage Rates borne by the Mortgage Loans included in a Trust Fund,
then, subject to the particular terms of the Mortgage Loans (e.g., provisions
that prohibit voluntary prepayments during specified periods or impose
penalties in connection therewith) and the ability of borrowers to obtain new
financing, principal prepayments on such Mortgage Loans are likely to be higher
than if prevailing interest rates remain at or above the rates borne by those
Mortgage Loans. Conversely, if prevailing interest rates rise significantly
above the Mortgage Rates borne by the Mortgage Loans included in a Trust Fund,
then principal prepayments on such Mortgage Loans are likely to be lower than
if prevailing interest rates remain at or below the Mortgage Rates borne by
those Mortgage Loans. There can be no assurance as to the actual rate of
prepayment on the Mortgage Loans in any Trust Fund or that such rate of
prepayment will conform to any model described herein or in any Prospectus
Supplement. As a result, depending on the anticipated rate of prepayment for
the Mortgage Loans in any Trust Fund, the retirement of any Class of
Certificates of the related Series could occur significantly earlier or later,
and the average life thereof could be significantly shorter or longer, than
expected.
The extent to which prepayments on the Mortgage Loans in any Trust
Fund ultimately affect the average life of any Class of Certificates of the
related Series will depend on the terms and provisions of such Certificates. A
Class of Certificates, including a Class of Offered Certificates, may provide
that on any Distribution Date the holders of such Certificates are entitled to
a pro rata share of the prepayments on the Mortgage Loans in the related Trust
Fund that are distributable on such date, to a disproportionately large share
(which, in some cases, may be all) of such prepayments, or to a
disproportionately small share (which, in some cases, may be none) of such
prepayments. A Class of Certificates that entitles the holders thereof to a
disproportionately large share of the prepayments on the Mortgage Loans in the
related Trust Fund increases the likelihood of early retirement of such Class
("Call Risk") if the rate of prepayment is relatively fast; while a Class of
Certificates that entitles the holders thereof to a disproportionately small
share of the prepayments on the Mortgage Loans in the related Trust Fund
increases the likelihood of an extended average life of such Class ("Extension
Risk") if the rate of prepayment is relatively slow. As and to the extent
described in the related Prospectus Supplement, the respective entitlements of
the various Classes of Certificateholders of any Series to receive payments
(and, in particular, prepayments) of principal of the Mortgage Loans in the
related Trust Fund may vary based on the occurrence of certain events (e.g.,
the retirement of one or more Classes of Certificates of such Series) or
subject to certain contingencies (e.g., prepayment and default rates with
respect to such Mortgage Loans).
A Series may include one or more Controlled Amortization Classes,
which will entitle the holders thereof to receive principal distributions
according to a specified principal payment schedule. Although prepayment risk
cannot be eliminated entirely for any Class of Certificates, a Controlled
Amortization Class will generally provide a relatively stable cash flow so long
as the actual rate of prepayment on the Mortgage Loans in the related Trust
Fund remains relatively constant at the rate, or within the range of rates, of
prepayment used to establish the specific principal payment schedule for such
Certificates. Prepayment risk with respect to a given Mortgage Asset Pool does
not disappear, however, and the stability afforded to a Controlled Amortization
Class comes at the expense of one or more Companion Classes of the same Series,
any of which Companion Classes may also be a Class of Offered Certificates. In
general, and as more specifically described in the related Prospectus
Supplement, a Companion Class may entitle the holders thereof to a
disproportionately large share of prepayments on the Mortgage Loans in the
related Trust Fund when the rate of prepayment is relatively fast,
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<PAGE>
and/or may entitle the holders thereof to a disproportionately small share of
prepayments on the Mortgage Loans in the related Trust Fund when the rate of
prepayment is relatively slow. As and to the extent described in the related
Prospectus Supplement, a Companion Class absorbs some (but not all) of the Call
Risk and/or Extension Risk that would otherwise belong to the related
Controlled Amortization Class if all payments of principal of the Mortgage
Loans in the related Trust Fund were allocated on a pro rata basis.
EFFECT OF PREPAYMENTS ON YIELD OF CERTIFICATES
A Series may include one or more Classes of Offered Certificates
offered at a premium or discount. Yields on such Classes of Certificates will
be sensitive, and in some cases extremely sensitive, to prepayments on the
Mortgage Loans in the related Trust Fund and, where the amount of interest
payable with respect to a Class is disproportionately large, as compared to the
amount of principal, as with certain Classes of Stripped Interest Certificates,
a holder might fail to recover its original investment under some prepayment
scenarios. The extent to which the yield to maturity of any Class of Offered
Certificates may vary from the anticipated yield will depend upon the degree to
which such Certificates are purchased at a discount or premium and the amount
and timing of distributions thereon. An investor should consider, in the case
of any Offered Certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans could result in an
actual yield to such investor that is lower than the anticipated yield and, in
the case of any Offered Certificate purchased at a premium, the risk that a
faster than anticipated rate of principal payments could result in an actual
yield to such investor that is lower than the anticipated yield. See "Yield and
Maturity Considerations".
LIMITED NATURE OF RATINGS
Any rating assigned by a Rating Agency to a Class of Offered
Certificates will reflect only its assessment of the likelihood that holders of
such Offered Certificates will receive payments to which such
Certificateholders are entitled under the related Pooling Agreement. Such
rating will not constitute an assessment of the likelihood that principal
prepayments on the related Mortgage Loans will be made, the degree to which the
rate of such prepayments might differ from that originally anticipated or the
likelihood of early optional termination of the related Trust Fund.
Furthermore, such rating will not address the possibility that prepayment of
the related Mortgage Loans at a higher or lower rate than anticipated by an
investor may cause such investor to experience a lower than anticipated yield
or that an investor that purchases an Offered Certificate at a significant
premium might fail to recover its initial investment under certain prepayment
scenarios. Hence, a rating assigned by a Rating Agency does not guarantee or
ensure the realization of any anticipated yield on a Class of Offered
Certificates.
The amount, type and nature of Credit Support, if any, provided with
respect to a Series will be determined on the basis of criteria established by
each Rating Agency rating one or more Classes of the Certificates of such
Series. Those criteria are sometimes based upon an actuarial analysis of the
behavior of mortgage loans in a larger group. However, there can be no
assurance that the historical data supporting any such actuarial analysis will
accurately reflect future experience, or that the data derived from a large
pool of mortgage loans will accurately predict the delinquency, foreclosure or
loss experience of any particular pool of Mortgage Loans. In other cases, such
criteria may be based upon determinations of the values of the Mortgaged
Properties that provide security for the Mortgage Loans. However, no assurance
can be given that those values will not decline in the future. As a result, the
Credit Support required in respect of the Offered Certificates of any Series
may be insufficient to fully protect the holders thereof from losses on the
related Mortgage Asset Pool. See "Description of Credit Support" and "Rating".
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CERTAIN FACTORS AFFECTING DELINQUENCY, FORECLOSURE AND LOSS OF THE MORTGAGE
LOANS
General. The payment performance of the Offered Certificates of any
Series will be directly related to the payment performance of the underlying
Mortgage Loans. Set forth below is a discussion of certain factors that will
affect the full and timely payment of the Mortgage Loans in any Trust Fund. In
addition, a description of certain material considerations associated with
investments in mortgage loans is included herein under "Certain Legal Aspects
of Mortgage Loans".
The Offered Certificates will be directly or indirectly backed by
mortgage loans secured by multifamily and/or commercial properties. Mortgage
loans made on the security of multifamily or commercial property may have a
greater likelihood of delinquency and foreclosure, and a greater likelihood of
loss in the event thereof, than loans made on the security of an owner-occupied
single-family property. See "Description of the Trust Funds--Mortgage
Loans--Default and Loss Considerations with Respect to the Mortgage Loans". The
ability of a borrower to repay a loan secured by an income-producing property
typically is dependent primarily upon the successful operation of such property
rather than upon the existence of independent income or assets of the borrower;
thus, the value of an income-producing property is directly related to the net
operating income derived from such property. If the net operating income of the
property is reduced (for example, if rental or occupancy rates decline or real
estate tax rates or other operating expenses increase), the borrower's ability
to repay the loan may be impaired. A number of the Mortgage Loans may be
secured by liens on owner-occupied Mortgaged Properties or on Mortgaged
Properties leased to a single tenant or a small number of significant tenants.
Accordingly, a decline in the financial condition of the borrower or a
significant tenant, as applicable, may have a disproportionately greater effect
on the net operating income from such Mortgaged Properties than would be the
case with respect to Mortgaged Properties with multiple tenants. Furthermore,
the value of any Mortgaged Property may be adversely affected by factors
generally incident to interests in real property, including changes in general
or local economic conditions and/or specific industry segments; declines in
real estate values; declines in rental or occupancy rates; increases in
interest rates, real estate tax rates and other operating expenses; increases
in competition, changes in governmental rules, regulations and fiscal policies,
including environmental legislation; natural disasters and civil disturbances
such as earthquakes, hurricanes, floods, eruptions or riots; and other
circumstances, conditions or events beyond the control of a borrower, a Master
Servicer or a Special Servicer.
Additional considerations may be presented by the type and use of a
particular Mortgaged Property. For instance, Mortgaged Properties that operate
as hospitals, nursing homes and other health care-related facilities, as well
as casinos, may present special risks to lenders due to the significant
governmental regulation of the ownership, operation, maintenance and/or
financing of such properties. Hotel, motel and restaurant properties are often
operated pursuant to franchise, management or operating agreements, which may
be terminable by the franchisor or operator. Moreover, the transferability of a
hotel's or restaurant's operating, liquor and other licenses upon a transfer of
the hotel or restaurant, as the case may be, whether through purchase or
foreclosure, is subject to local law requirements. Because of the nature of
their business, recreational and entertainment facilities (including arenas,
golf courses, marinas, ski resorts, amusement parks, movie theaters, bowling
alleys and similar type businesses), hotels and motels and restaurants will
tend to be adversely affected more quickly by a general economic downturn than
other types of commercial properties as potential patrons respond to having
less disposable income. In addition, marinas will be affected by various
statutes and government regulations that govern the use of, and construction
on, rivers, lakes and other waterways. Certain recreational properties, as well
as certain hotels and motels, may have seasonal fluctuations and/or may be
adversely affected by prolonged unfavorable weather conditions. Churches and
other religious facilities may be highly dependent on donations which are
likely to decline as economic conditions decline. Properties used as gas
stations, dry cleaners and industrial facilities may be more likely to have
environmental issues. Many types of commercial properties are not readily
convertible to alternative uses if the use for which any such property was
originally intended is not successful.
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In addition, the concentration of default, foreclosure and loss risks
in individual Mortgage Loans in a particular Trust Fund will generally be
greater than for pools of single-family loans because Mortgage Loans in a Trust
Fund will generally consist of a smaller number of higher balance loans than
would a pool of single-family loans of comparable aggregate unpaid principal
balance.
Risks Particular to Retail Sales and Service Properties. In addition
to risks generally associated with real estate, Retail Sales and Service
Properties (as defined herein) are also affected significantly by adverse
changes in consumer spending patterns, local competitive conditions (such as
the supply of retail space or the existence or construction of new competitive
shopping centers, malls or individual stores, shops and consumer oriented
businesses), alternative forms of retailing (such as direct mail, video
shopping networks and selling through the Internet, which reduce the need for
retail space by retail companies), the quality and management philosophy of
management, the attractiveness of the properties and the surrounding
neighborhood to tenants and their customers, the public perception of the
safety of customers (at shopping centers and malls, for example) and the need
to make major repairs or improvements to satisfy the needs of major tenants.
Retail Sales and Service Properties may be adversely affected if a
significant tenant ceases operations at such locations (which may occur on
account of a voluntary decision not to renew a lease, bankruptcy or insolvency
of such tenant, such tenant's general cessation of business activities or for
other reasons). Significant tenants at a retail property play an important part
in generating customer traffic and making a retail property a desirable
location for other tenants at such property. In addition, certain tenants at
retail properties may be entitled to terminate their leases if an anchor tenant
ceases operations at such property. In such cases, there can be no assurance
that any such anchor tenants will continue to occupy space in the related
shopping centers.
Risks Particular to Multifamily Rental Properties. Adverse economic
conditions, either local, regional or national, may limit the amount of rent
that can be charged for rental units, may adversely affect tenants' ability to
pay rent and may result in a reduction in timely rent payments or a reduction
in occupancy levels without a corresponding decrease in expenses. Occupancy and
rent levels may also be affected by construction of additional housing units,
local military base closings, company relocations and closings and national and
local politics, including current or future rent stabilization and rent control
laws and agreements. Multifamily apartment units are typically leased on a
short-term basis, and consequently, the occupancy rate of a multifamily rental
property may be subject to rapid decline, including for some of the foregoing
reasons. In addition, the level of mortgage interest rates may encourage
tenants in multifamily rental properties to purchase single-family housing
rather than continue to lease housing or the characteristics of the
neighborhood in which a multifamily rental property is located may change over
time in relation to newer developments. Further, the cost of operating a
multifamily rental property may increase, including the cost of utilities and
the costs of required capital expenditures. Also, multifamily rental properties
may be subject to rent control laws which could impact the future cash flows of
such properties.
Certain multifamily rental properties are eligible to receive
low-income housing tax credits pursuant to Section 42 of the Code ("Section 42
Properties"). However, rent limitations associated therewith may adversely
affect the ability of the applicable borrowers to increase rents to maintain
such Mortgaged Properties in proper condition during periods of rapid inflation
or declining market value of such Mortgaged Properties. In addition, the income
restrictions on tenants imposed by Section 42 of the Code may reduce the number
of eligible tenants in such Mortgaged Properties and result in a reduction in
occupancy rates applicable thereto. Furthermore, some eligible tenants may not
find any differences in rents between the Section 42 Properties and other
multifamily rental properties in the same area to be a sufficient economic
incentive to reside at a Section 42 Property, which may have fewer amenities or
otherwise be less attractive as a residence. Additionally, the characteristics
of a neighborhood may change over time or in relation to newer developments.
All of these conditions and events may increase the possibility that a borrower
may be unable to meet its obligations under its Mortgage Loan.
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Risks Particular to Cooperatively-Owned Apartment Buildings.
Generally, a tenant-shareholder of a cooperative corporation must make a
monthly maintenance payment to the cooperative corporation that owns the
subject apartment building representing such tenant-shareholder's pro rata
share of the corporation's payments in respect of the Mortgage Loan secured by,
and all real property taxes, maintenance expenses and other capital and
ordinary expenses with respect to, such property, less any other income that
the cooperative corporation may realize. Adverse economic conditions, either
local regional or national, may adversely affect tenant-shareholders' ability
to make required maintenance payments, either because such adverse economic
conditions have impaired the individual financial conditions of such
tenant-shareholders or their ability to sub-let the subject apartments. To the
extent that a large number of tenant-shareholders in a cooperatively-owned
apartment building rely on sub-letting their apartments to make maintenance
payments, the lender on any mortgage loan secured by such building will be
subject to all the risks that it would have in connection with lending on the
security of a multifamily rental property. See "--Risks Particular to
Multifamily Rental Properties" above. In addition, if in connection with any
cooperative conversion of an apartment building, the sponsor holds the shares
allocated to a large number of the apartment units, any lender secured by a
mortgage on such building will be subject to a risk associated with such
sponsor's creditworthiness.
Risks Particular to Office Properties. In addition to risks generally
associated with real estate, Mortgage Loans secured by office properties are
also affected significantly by adverse changes in population and employment
growth (which generally creates demand for office space), local competitive
conditions (such as the supply of office space or the existence or construction
of new competitive office buildings), the quality and management philosophy of
management, the attractiveness of the properties to tenants and their customers
or clients, the attractiveness of the surrounding neighborhood and the need to
make major repairs or improvements to satisfy the needs of major tenants.
Office properties that are not equipped to accommodate the needs of modern
business may become functionally obsolete and thus noncompetitive. In addition,
office properties may be adversely affected by an economic decline in the
business operated by their tenants. Such decline may result in one or more
significant tenants ceasing operations at such locations (which may occur on
account of a voluntary decision not to renew a lease, bankruptcy or insolvency
of such tenants, such tenants' general cessation of business activities or for
other reasons). The risk of such an economic decline is increased if revenue is
dependent on a single tenant or if there is a significant concentration of
tenants in a particular business or industry.
Limited Recourse Nature of the Mortgage Loans. It is anticipated that
some or all of the Mortgage Loans included in any Trust Fund will be
nonrecourse loans or loans for which recourse may be restricted or
unenforceable. As to any such Mortgage Loan, recourse in the event of borrower
default will be limited to the specific real property and other assets, if any,
that were pledged to secure the Mortgage Loan. However, even with respect to
those Mortgage Loans that provide for recourse against the borrower and its
assets generally, there can be no assurance that enforcement of such recourse
provisions will be practicable, or that the assets of the borrower will be
sufficient to permit a recovery in respect of a defaulted Mortgage Loan in
excess of the liquidation value of the related Mortgaged Property. See "Certain
Legal Aspects of Mortgage Loans-Foreclosure--Anti-Deficiency Legislation".
Dependence on Management. In general, a Mortgaged Property will be
managed by a manager (which may be the borrower or an affiliate of the
borrower), which is responsible for responding to changes in the local market
for the facilities offered at the property, planning and implementing the
rental or pricing structure, including staggering durations of leases and
establishing levels of rent payments, and causing maintenance and capital
improvements to be carried out in a timely fashion. Management errors may
adversely affect the long-term viability of a Mortgaged Property. In the case
of certain Trust Funds, multiple Mortgaged Properties may be managed by the
same property manager. A concentration of property management of Mortgaged
Properties securing or underlying the Mortgage Assets in any Trust Fund will
increase the risk that the poor performance of a single property manager will
have widespread effect on the related Mortgage Asset Pool.
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Dependence on Tenants. In most cases, the Mortgaged Properties will be
subject to leases, and the related borrowers will rely on periodic lease or
rental payments from tenants to pay for maintenance and other operating
expenses of such Mortgaged Properties, to fund capital improvements at such
Mortgaged Properties and to service the related Mortgage Loans and any other
outstanding debt or obligations they may have outstanding. Generally, there
will be existing leases that expire during the term of the related Mortgage
Loans. There can be no guaranty that tenants will renew leases upon expiration
or, in the case of a commercial tenant, that it will continue operations
throughout the term of its lease. Such borrowers' income would be adversely
affected if tenants were unable to pay rent, if space were unable to be rented
on favorable terms or at all, or if a significant tenant were to become a
debtor in a bankruptcy case under the United States Bankruptcy Code. For
example, if any such borrower were to relet or renew the existing leases for a
significant amount of retail or office space at rental rates significantly
lower than expected rates, then such borrower's funds from operations may be
adversely affected. Changes in payment patterns by tenants may result from a
variety of social, legal and economic factors, including, without limitation,
the rate of inflation and unemployment levels and may be reflected in the
rental rates offered for comparable space. In addition, upon reletting or
renewing existing leases at commercial properties, borrowers will likely be
required to pay leasing commissions and tenant improvement costs which may
adversely affect cash flow from the related Mortgaged Property. There can be no
assurances whether, or to what extent, economic, legal or social factors will
affect future rental or repayment patterns.
In the case of Mortgaged Properties used for certain commercial
purposes, the performance and liquidation value of such properties may be
dependent upon the business operated by tenants, the creditworthiness of such
tenants and/or the number of tenants. In some cases, a single tenant or a
relatively small number of tenants may account for all or a disproportionately
large share of the rentable space or rental income of a Mortgaged Property.
Accordingly, a decline in the financial condition of a significant or sole
tenant, as the case may be, or other adverse circumstances of such a tenant
(such as bankruptcy or insolvency), may have a disproportionately greater
effect on the net operating income derived from such property than would be the
case if rentable space or rental income were more evenly distributed among a
greater number of tenants at such property.
Property Location and Condition. The location and construction quality
of a particular Mortgaged Property may affect the occupancy level as well as
the rents that may be charged. The characteristics of an area or neighborhood
in which a Mortgaged Property is located may change over time or in relation to
competing facilities. The effects of poor construction quality will increase
over time in the form of increased maintenance and capital improvements. Even
good construction will deteriorate over time if the management company does not
schedule and perform adequate maintenance in a timely fashion. Although the
Master Servicer or the Special Servicer, as applicable, generally will be
required to inspect the related Mortgaged Properties (but not mortgaged
properties securing mortgage loans underlying MBS) periodically, there can be
no assurance that such inspections will detect damage or prevent a default.
Competition. Other comparable multifamily/commercial properties
located in the same areas will compete with the Mortgaged Properties to attract
residents, retail sellers, tenants, customers, patients and/or guests. The
leasing of real estate is highly competitive. The principal means of
competition are price, location and the nature and condition of the facility to
be leased. A mortgagor competes with all lessors and developers of comparable
types of real estate in the area in which the related Mortgaged Property is
located. Such lessors or developers could have lower rents, lower operating
costs, more favorable locations or better facilities. While a mortgagor may
renovate, refurbish or expand the related Mortgaged Property to maintain such
Mortgaged Property and remain competitive, such renovation, refurbishment or
expansion may itself entail significant risks. Increased competition could
adversely affect income from and the market value of the Mortgaged Properties.
In addition, the business conducted at each Mortgaged Property may face
competition from other industries and industry segments.
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Changes in Laws. Increases in income, service or other taxes (other
than real estate taxes) in respect of a Mortgaged Property generally are not
passed through to tenants under leases and may adversely affect the related
mortgagor's funds from operations. Similarly, changes in laws increasing the
potential liability for environmental conditions existing on a Mortgaged
Property or increasing the restrictions on discharges or other conditions may
result in significant unanticipated expenditures, which could adversely affect
the related mortgagor's funds from operations. See "--Risks of Liability
Arising From Environmental Conditions" herein. In the case of properties used
as casinos, gambling could become prohibited in the relevant jurisdiction.
Litigation. There may be legal proceedings pending and, from time to
time, threatened against certain mortgagors under the Mortgage Loans, managers
of the Mortgaged Properties and their respective affiliates arising out of the
ordinary business of such mortgagors, managers and affiliates. There can be no
assurance that such litigation may not have a material adverse effect on
distributions to Certificateholders of the related Trust Fund.
Limitations on Enforceability of Assignments of Leases and Rents. In
general, any Mortgage Loan that is secured by a Mortgaged Property subject to
leases, will be secured by an assignment of leases and rents pursuant to which
the borrower assigns to the lender its right, title and interest as landlord
under the leases of the related Mortgaged Property, and the income derived
therefrom, as further security for the related Mortgage Loan, while retaining a
license to collect rents for so long as there is no default. If the borrower
defaults, the license terminates and the lender is entitled to collect rents.
Some state laws may require that the lender take possession of the Mortgaged
Property and obtain a judicial appointment of a receiver before becoming
entitled to collect the rents. In addition, if bankruptcy or similar
proceedings are commenced by or in respect of the borrower, the lender's
ability to collect the rents may be adversely affected. See "Certain Legal
Aspects of Mortgage Loans--Leases and Rents".
Limitations on Enforceability of Cross-Collateralization. A Mortgage
Asset Pool may include groups of Mortgage Loans which are cross-collateralized
and cross-defaulted. These arrangements are designed primarily to ensure that
all of the collateral pledged to secure the respective Mortgage Loans in a
cross-collateralized group, and the cash flows generated thereby, are available
to support debt service on, and ultimate repayment of, the aggregate
indebtedness evidenced by those Mortgage Loans. These arrangements thus seek to
reduce the risk that the inability of one or more of the Mortgaged Properties
securing any such group of Mortgage Loans to generate net operating income
sufficient to pay debt service will result in defaults and ultimate losses.
There may not be complete identity of ownership of the Mortgaged
Properties securing a group of cross-collateralized Mortgage Loans. In such an
instance, creditors of one or more of the related borrowers could challenge the
cross-collateralization arrangement as a fraudulent conveyance. Generally,
under federal and state fraudulent conveyance statutes, the incurring of an
obligation or the transfer of property by a person will be subject to avoidance
under certain circumstances if the person did not receive fair consideration or
reasonably equivalent value in exchange for such obligation or transfer and was
then insolvent or was rendered insolvent by such obligation or transfer.
Accordingly, a creditor seeking to realize against a Mortgaged Property subject
to such cross-collateralization to repay such creditor's claim against the
related borrower could assert (i) that such borrower was insolvent at the time
the cross-collateralized Mortgage Loans were made and (ii) that such borrower
did not, when it allowed its property to be encumbered by a lien securing the
indebtedness represented by the other Mortgage Loans in the group of
cross-collateralized Mortgage Loans, receive fair consideration or reasonably
equivalent value for, in effect, "guaranteeing" the performance of the other
borrowers. Although the borrower making such "guarantee" will be receiving
"guarantees" from each of the other borrowers in return, there can be no
assurance that such exchanged "guarantees" would be found to constitute fair
consideration or be of reasonably equivalent value, and no unqualified legal
opinion to that effect will be obtained.
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The cross-collateralized Mortgage Loans constituting any group thereof
may be secured by mortgage liens on Mortgaged Properties located in different
states. Because of various state laws governing foreclosure or the exercise of
a power of sale, and because, in general, foreclosure actions are brought in
state court, and the courts of one state cannot exercise jurisdiction over
property in another state, it may be necessary upon a default under any such
Mortgage Loan to foreclose on the related Mortgaged Properties in a particular
order rather than simultaneously in order to ensure that the lien of the
related Mortgages is not impaired or released.
Increased Risk of Default Associated With Balloon Payments. Certain of
the Mortgage Loans included in a Trust Fund may be nonamortizing or only
partially amortizing over their terms to maturity and, thus, will require
substantial payments of principal and interest (that is, balloon payments) at
their stated maturity. Mortgage Loans of this type involve a greater likelihood
of default than self-amortizing loans because the ability of a borrower to make
a balloon payment typically will depend upon its ability either to refinance
the loan or to sell the related Mortgaged Property. The ability of a borrower
to accomplish either of these goals will be affected by a number of factors,
including the value of the related Mortgaged Property, the level of available
mortgage rates at the time of sale or refinancing, the borrower's equity in the
related Mortgaged Property, the financial condition and operating history of
the borrower and the related Mortgaged Property, tax laws, rent control laws
(with respect to certain residential properties), Medicaid and Medicare
reimbursement rates (with respect to hospitals and nursing homes), prevailing
general economic conditions and the availability of credit for loans secured by
multifamily or commercial, as the case may be, real properties generally.
Neither the Depositor nor any of its affiliates will be required to refinance
any Mortgage Loan.
If and to the extent described herein and in the related Prospectus
Supplement, in order to maximize recoveries on defaulted Mortgage Loans, the
Master Servicer or the Special Servicer will be permitted (within prescribed
limits) to extend and modify Mortgage Loans that are in default or as to which
a payment default is imminent. See "Description of the Pooling
Agreements--Realization Upon Defaulted Mortgage Loans". While the Master
Servicer or the Special Servicer generally will be required to determine that
any such extension or modification is reasonably likely to produce a greater
recovery than liquidation, taking into account the time value of money, there
can be no assurance that any such extension or modification will in fact
increase the present value of receipts from or proceeds of the affected
Mortgage Loans.
Limitations on Enforceability of Due-on-Sale and Debt-Acceleration
Clauses. Mortgages may contain a due-on- sale clause, which permits the lender
to accelerate the maturity of the Mortgage Loan if the borrower sells,
transfers or conveys the related Mortgaged Property or its interest in the
Mortgaged Property. Mortgages also may include a debt-acceleration clause,
which permits the lender to accelerate the debt upon a monetary or nonmonetary
default of the mortgagor. Such clauses are generally enforceable subject to
certain exceptions. The courts of all states will enforce clauses providing for
acceleration in the event of a material payment default. The equity courts of
any state, however, may refuse the foreclosure of a mortgage or deed of trust
when an acceleration of the indebtedness would be inequitable or unjust or the
circumstances would render the acceleration unconscionable.
Risk of Liability Arising From Environmental Conditions. Under the
laws of certain states, contamination of real property may give rise to a lien
on the property to assure the costs of cleanup. In several states, such a lien
has priority over an existing mortgage lien on such property. In addition,
under the laws of some states and under the federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, a lender may be
liable, as an "owner" or "operator", for costs of addressing releases or
threatened releases of hazardous substances at a property, if agents or
employees of the lender have become sufficiently involved in the operations of
the borrower, regardless of whether the environmental damage or threat was
caused by the borrower or a prior owner. A lender also risks such liability on
foreclosure of the mortgage. Unless otherwise specified in the related
Prospectus Supplement, if a Trust Fund includes Mortgage Loans, then the
related Pooling Agreement will contain provisions generally to the effect that
neither the Master Servicer nor the Special Servicer may, on behalf of the
Trust Fund, acquire title to a Mortgaged Property or assume control of its
operation unless the Special Servicer, based upon a report prepared by a person
who regularly conducts
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environmental site assessments, has made the determination that it is
appropriate to do so, as described under "Description of the Pooling
Agreements--Realization Upon Defaulted Mortgage Loans". See "Certain Legal
Aspects of Mortgage Loans--Environmental Considerations".
Lack of Insurance Coverage for Certain Special Hazard Losses. Unless
otherwise specified in a Prospectus Supplement, the Master Servicer and Special
Servicer for the related Trust Fund will be required to cause the borrower on
each Mortgage Loan in such Trust Fund to maintain such insurance coverage in
respect of the related Mortgaged Property as is required under the related
Mortgage, including hazard insurance; provided that, as and to the extent
described herein and in the related Prospectus Supplement, each of the Master
Servicer and the Special Servicer may satisfy its obligation to cause hazard
insurance to be maintained with respect to any Mortgaged Property through
acquisition of a blanket policy. In general, the standard form of fire and
extended coverage policy covers physical damage to or destruction of the
improvements of the property by fire, lightning, explosion, smoke, windstorm
and hail, and riot, strike and civil commotion, subject to the conditions and
exclusions specified in each policy. Although the policies covering the
Mortgaged Properties will be underwritten by different insurers under different
state laws in accordance with different applicable state forms, and therefore
will not contain identical terms and conditions, most such policies typically
do not cover any physical damage resulting from war, revolution, governmental
actions, floods and other water-related causes, earth movement (including
earthquakes, landslides and mudflows), wet or dry rot, vermin, domestic animals
and certain other kinds of risks. Unless the related Mortgage specifically
requires the mortgagor to insure against physical damage arising from such
causes, then, to the extent any consequent losses are not covered by Credit
Support, such losses may be borne, at least in part, by the holders of one or
more Classes of Offered Certificates of the related Series. See "Description of
the Pooling Agreements--Hazard Insurance Policies".
Risks of Geographic Concentration. Certain geographic regions of the
United States from time to time will experience weaker regional economic
conditions and housing markets, and, consequently, will experience higher rates
of loss and delinquency than will be experienced on mortgage loans generally.
For example, a region's economic condition and housing market may be directly,
or indirectly, adversely affected by natural disasters or civil disturbances
such as earthquakes, hurricanes, floods, eruptions or riots. The economic
impact of any of these types of events may also be felt in areas beyond the
region immediately affected by the disaster or disturbance. The Mortgage Loans
underlying certain Series may be concentrated in these regions, and such
concentration may present risk considerations in addition to those generally
present for similar mortgage-backed securities without such concentration.
INCLUSION OF DELINQUENT AND NONPERFORMING MORTGAGE LOANS IN A MORTGAGE ASSET
POOL
If so provided in the related Prospectus Supplement, the Trust Fund
for a particular Series may include Mortgage Loans that are past due or are
nonperforming. If so specified in the related Prospectus Supplement, the
servicing of such Mortgage Loans will be performed by the Special Servicer;
however, the same entity may act as both Master Servicer and Special Servicer.
Credit Support provided with respect to a particular Series may not cover all
losses related to such delinquent or nonperforming Mortgage Loans, and
investors should consider the risk that the inclusion of such Mortgage Loans in
the Trust Fund may adversely affect the rate of defaults and prepayments in
respect of the subject Mortgage Asset Pool and the yield on the Offered
Certificates of such Series. See "Description of the Trust Funds--Mortgage
Loans--General".
FEDERAL TAX CONSIDERATIONS REGARDING REMIC RESIDUAL CERTIFICATES
Holders of REMIC Residual Certificates will be required to report on
their federal income tax returns as ordinary income their pro rata share of the
taxable income of the related REMIC, regardless of the amount or timing of
their possible receipt of cash payments, if any, from such REMIC, as described
under "Federal Income Tax Consequences--REMICs". REMIC Residual Certificates
may have "phantom income" associated with them. That is, taxable income may be
reportable with respect to a REMIC Residual Certificate early in the term of
the related REMIC with a corresponding amount of tax losses reportable in later
years of that REMIC's term.
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Under these circumstances, the present value of the tax detriments with respect
to the related REMIC Residual Certificate may significantly exceed the present
value of the related tax benefits accruing later. Therefore, the after-tax
yield on a REMIC Residual Certificate may be significantly less than that of a
corporate bond or stripped instrument having similar cash flow characteristics,
and certain REMIC Residual Certificates may have a negative "value". The
requirement that holders of REMIC Residual Certificates report their pro rata
share of the taxable income and net loss of the related REMIC will continue
until the Certificate Principal Balances of all Certificates of the related
Series have been reduced to zero. All or a portion of such Certificateholder's
share of the related REMIC's taxable income may be treated as "excess
inclusion" income to such holder, which (i) generally will not be subject to
offset by losses from other activities, (ii) for a tax-exempt holder, will be
treated as unrelated business taxable income and (iii) for a foreign holder,
will not qualify for exemption from withholding tax. Moreover, because an
amount of gross income equal to the fees and non-interest expenses of each
REMIC will be allocated to the REMIC Residual Certificates, but such expenses
will be deductible by holders of REMIC Residual Certificates who are
individuals only as miscellaneous itemized deductions, REMIC Residual
Certificates will generally not be appropriate investments for individuals,
estates or trusts or for pass-through entities (including partnerships and S
corporations) beneficially owned by, or having as partners or shareholders, one
or more individuals, estates or trusts. In addition, REMIC Residual
Certificates are subject to certain restrictions on transfer, including, but
not limited to prohibition on transfers to investors that are not U.S. persons.
See "Federal Income Tax Consequences" and "REMICs--Taxation of Owners of REMIC
Residual Certificates".
BOOK-ENTRY REGISTRATION
If so provided in the related Prospectus Supplement, one or more
Classes of the Offered Certificates of any Series will be issued as Book-Entry
Certificates. Each Class of Book-Entry Certificates will be initially
represented by one or more Certificates registered in the name of a nominee for
DTC. As a result, unless and until corresponding Definitive Certificates are
issued, the Certificate Owners with respect to any Class of Book-Entry
Certificates will be able to exercise the rights of Certificateholders only
indirectly through DTC and its participating organizations ("DTC
Participants"). In addition, the access of Certificate Owners to information
regarding the Book-Entry Certificates in which they hold interests may be
limited. Conveyance of notices and other communications by DTC to DTC
Participants, and directly and indirectly through such DTC Participants to
Certificate Owners, will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Furthermore, as described herein, Certificate Owners may suffer delays in the
receipt of payments on the Book-Entry Certificates, and the ability of any
Certificate Owner to pledge or otherwise take actions with respect to its
interest in the Book-Entry Certificates may be limited due to the lack of
physical certificate evidencing such interest. See "Description of the
Certificates--Book-Entry Registration and Definitive Certificates".
POTENTIAL CONFLICTS OF INTEREST
If so specified in the related Prospectus Supplement, the Master
Servicer may also perform the duties of Special Servicer, and the Master
Servicer, the Special Servicer or the Trustee may also perform the duties of
REMIC Administrator and/or MBS Administrator, as applicable. If so specified in
the related Prospectus Supplement, an affiliate of the Depositor, or the
Mortgage Asset Seller or an affiliate thereof, may perform the functions of
Master Servicer, Special Servicer, REMIC Administrator and/or MBS
Administrator, as applicable. In addition, any party to a Pooling Agreement or
any affiliate thereof may own Certificates. Investors in the Offered
Certificates should consider that any resulting conflicts of interest could
affect the performance of duties under the related Pooling Agreement. For
example, if the Master Servicer or Special Servicer for any Trust Fund owns a
significant portion of any Class of Certificates of the related Series, then,
notwithstanding the applicable servicing standard imposed by the related
Pooling Agreement, such fact could influence servicing decisions in respect of
the Mortgage Loans in such Trust Fund. Also, if specified in the related
Prospectus Supplement, the holders of a specified Class or Classes of
Subordinate Certificates may have the ability to replace the Special Servicer
or direct the Special Servicer's actions in connection with liquidating or
modifying defaulted Mortgage
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Loans. Investors in such specified Class or Classes of Subordinate Certificates
may have interests when dealing with defaulted Mortgage Loans that are in
conflict with those of the holders of the Offered Certificates of the same
Series.
TERMINATION
If so provided in the related Prospectus Supplement, upon a specified
date or upon the reduction of the aggregate Certificate Principal Balance of a
specified Class or Classes of Certificates to a specified amount, a party
designated therein may be authorized or required to solicit bids for the
purchase of all the Mortgage Assets of the related Trust Fund, or of a
sufficient portion of such Mortgage Assets to retire such Class or Classes,
under the circumstances and in the manner set forth therein. The solicitation
of bids will be conducted in a commercially reasonable manner and, generally,
assets will be sold at their fair market value. In addition, if so specified in
the related Prospectus Supplement, upon the reduction of the aggregate
principal balance of some or all of the Mortgage Assets to a specified amount,
a party or parties designated therein may be authorized to purchase such
Mortgage Assets, generally at a price equal to, in the case of any Mortgage
Asset, the unpaid principal balance thereof plus accrued interest (or, in some
cases, at fair market value). However, circumstances may arise in which such
fair market value may be less than the unpaid balance of the related Mortgage
Assets sold or purchased, together with interest thereon, and therefore, as a
result of such a sale or purchase, the Certificateholders of one or more
Classes of Certificates may receive an amount less than the aggregate
Certificate Principal Balance of, and accrued unpaid interest on, their
Certificates. See "Description of the Certificates--Termination".
DESCRIPTION OF THE TRUST FUNDS
GENERAL
The primary assets of each Trust Fund will consist of (i) various
types of multifamily or commercial mortgage loans ("Mortgage Loans"), (ii)
mortgage participations, pass-through certificates, collateralized mortgage
obligations or other mortgage-backed securities ("MBS") that evidence interests
in, or that are secured by pledges of, one or more of various types of
multifamily or commercial mortgage loans or (iii) a combination of Mortgage
Loans and MBS (collectively, "Mortgage Assets"). Each Trust Fund will be
established by the Depositor. Each Mortgage Asset will be selected by the
Depositor for inclusion in a Trust Fund from among those purchased, either
directly or indirectly, from a prior holder thereof (a "Mortgage Asset
Seller"), which prior holder may or may not be the originator of such Mortgage
Loan or the issuer of such MBS. The Mortgage Assets will not be guaranteed or
insured by the Depositor or any of its affiliates or, unless otherwise provided
in the related Prospectus Supplement, by any governmental agency or
instrumentality or by any other person. The discussion below under the heading
"--Mortgage Loans", unless otherwise noted, applies equally to mortgage loans
underlying any MBS included in a particular Trust Fund.
MORTGAGE LOANS
General. The Mortgage Loans will be evidenced by promissory notes (the
"Mortgage Notes") and secured by mortgages, deeds of trust or similar security
instruments (the "Mortgages") that create first or junior liens on, or security
interests in, fee or leasehold estates in, or cooperative shares with respect
to, properties (the "Mortgaged Properties") consisting of one or more of the
following types of real property: (i) residential properties ("Multifamily
Properties") consisting of rental or cooperatively-owned buildings with
multiple dwelling units, manufactured housing communities and mobile home
parks; (ii) commercial properties ("Commercial Properties") consisting of
office buildings, properties related to the sale of consumer goods and other
products (such as shopping centers, malls, factory outlet centers, automotive
sales centers and individual stores, shops and businesses related to sales of
consumer goods and other products, including individual department stores and
other retail stores, grocery stores, specialty shops, convenience stores and
gas stations),
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properties related to providing entertainment, recreation and personal services
(such as movie theaters, fitness centers, bowling alleys, salons, dry cleaners
and automotive service centers), hospitality properties (such as hotels, motels
and other lodging facilities), casinos, health care-related facilities (such as
hospitals, skilled nursing facilities, nursing homes, congregate care
facilities and, in some cases, senior housing), recreational and resort
properties (such as recreational vehicle parks, golf courses, marinas, ski
resorts, amusement parks and other recreational properties), arenas, storage
properties (such as warehouse facilities, mini-warehouse facilities and
self-storage facilities), industrial facilities, parking lots and garages,
churches and other religious facilities, and restaurants; and (iii) mixed use
properties (that is, any combination of the foregoing) and unimproved land. The
Mortgaged Properties may include commercial and/or residential structures owned
by private cooperative corporations ("Cooperatives"). Unless otherwise
specified in the related Prospectus Supplement, each Mortgage will create a
first priority mortgage lien on a fee estate in a Mortgaged Property. If a
Mortgage creates a lien on a borrower's leasehold estate in a property, then,
unless otherwise specified in the related Prospectus Supplement, the term of
any such leasehold (together with any extension options) will exceed the term
of the Mortgage Note by at least ten years. Unless otherwise specified in the
related Prospectus Supplement, each Mortgage Loan will have been originated by
a person (the "Originator") other than the Depositor.
If so provided in the related Prospectus Supplement, Mortgage Assets
for a Series may include Mortgage Loans secured by junior liens, and the loans
secured by the related senior liens ("Senior Liens") may not be included in the
Mortgage Asset Pool. The primary risk to holders of Mortgage Loans secured by
junior liens is the possibility that adequate funds will not be received in
connection with a foreclosure of the related Senior Liens to satisfy fully both
the Senior Liens and the Mortgage Loan. In the event that a holder of a Senior
Lien forecloses on a Mortgaged Property, the proceeds of the foreclosure or
similar sale will be applied first to the payment of court costs and fees in
connection with the foreclosure, second to real estate taxes, third in
satisfaction of all principal, interest, prepayment or acceleration penalties,
if any, and any other sums due and owing to the holder of the Senior Liens. The
claims of the holders of the Senior Liens will be satisfied in full out of
proceeds of the liquidation of the related Mortgaged Property, if such proceeds
are sufficient, before the Trust Fund as holder of the junior lien receives any
payments in respect of the Mortgage Loan. If the Master Servicer were to
foreclose on any Mortgage Loan, it would do so subject to any related Senior
Liens. In order for the debt related to such Mortgage Loan to be paid in full
at such sale, a bidder at the foreclosure sale of such Mortgage Loan would have
to bid an amount sufficient to pay off all sums due under the Mortgage Loan and
any Senior Liens or purchase the Mortgaged Property subject to such Senior
Liens. In the event that such proceeds from a foreclosure or similar sale of
the related Mortgaged Property are insufficient to satisfy all Senior Liens and
the Mortgage Loan in the aggregate, the Trust Fund, as the holder of the junior
lien, and, accordingly, holders of one or more Classes of the Certificates of
the related Series bear (i) the risk of delay in distributions while a
deficiency judgment against the borrower is obtained and (ii) the risk of loss
if the deficiency judgment is not obtained and satisfied. Moreover, deficiency
judgments may not be available in certain jurisdictions, or the particular
Mortgage Loan may be a nonrecourse loan, which means that, absent special
facts, recourse in the case of default will be limited to the Mortgaged
Property and such other assets, if any, that were pledged to secure repayment
of the Mortgage Loan.
If so specified in the related Prospectus Supplement, the Mortgage
Assets for a particular Series may include Mortgage Loans that are delinquent
or nonperforming as of the date such Certificates are issued. In that case, the
related Prospectus Supplement will set forth, as to each such Mortgage Loan,
available information as to the period of such delinquency or nonperformance,
any forbearance arrangement then in effect, the condition of the related
Mortgaged Property and the ability of the Mortgaged Property to generate income
to service the mortgage debt.
Mortgage Loans Secured by Retail Sales and Service Properties. Retail
properties and other properties related to the sale of consumer goods and other
products and/or providing entertainment, recreation and personal services to
the general public ("Retail Sales and Service Properties") may include shopping
centers, factory outlet centers, malls, automotive sales and service centers
and other individual stores, shops and consumer oriented businesses, such as
department stores and other retail stores, grocery stores, convenience stores,
specialty shops,
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gas stations, movie theaters, fitness centers, bowling alleys, salons and dry
cleaners. Such properties (if not owner occupied) generally derive all or a
substantial percentage of their income from lease payments from commercial
tenants. Income from and the market value of Retail Sales and Service
Properties is dependent on various factors including, but not limited to, the
ability to lease space in such properties, the ability of tenants to meet their
lease obligations, and the possibility of a significant tenant becoming
bankrupt or insolvent. Retail Sales and Service Properties will be affected by
perceptions by prospective customers of the safety, convenience, services and
attractiveness of such property and by market demographics, consumer habits and
traffic patterns, the access to and visibility of such property and the
availability of parking at such property.
The correlation between the success of tenant businesses and property
value is more direct with respect to Retail Sales and Service Properties than
other types of commercial property because a significant component of the total
rent paid by such tenants is often tied to a percentage of gross sales or
revenues. Declines in sales or revenues of tenants of such types of properties
will likely cause a corresponding decline in percentage rents and such tenants
may become unable to pay their rent or other occupancy costs. The default by a
tenant under its lease could result in delays and costs in enforcing the
lessor's rights. Repayment of the related Mortgage Loans will be affected by
the expiration of space leases and the ability of the respective borrowers to
renew or relet the space on comparable terms. Even if vacated space is
successfully relet, the costs associated with reletting, including tenant
improvements, leasing commissions and free rent, could be substantial and could
reduce cash flow from Retail Sales and Service Properties. The correlation
between the success of the shops and other businesses at a Retail Sales and
Service Property and the value of such property is increased when the property
is a single tenant property or is largely owner occupied. Retail Sales and
Service Properties would be expected to be directly and adversely affected by a
decline in the local, regional and/or national economy and reduced consumer
spending.
Whether a mall or shopping center is "anchored" or "unanchored" is
also an important distinction. Anchor tenants in malls and shopping centers
traditionally have been a major factor in the public's perception of such types
of properties. The anchor tenants at a mall or shopping center play an
important part in generating customer traffic and making the property a
desirable location for other tenants. The failure of an anchor tenant to renew
its leases, the termination of an anchor tenant's lease, the bankruptcy or
economic decline of an anchor tenant, or the cessation of the business of an
anchor tenant (notwithstanding any continued payment of rent) can have a
material negative effect on the economic performance of a mall or shopping
center.
Unlike certain other types of commercial properties, Retail Sales and
Service Properties also face competition from sources outside a given real
estate market. Catalogue retailers, home shopping networks, telemarketing,
selling through the Internet, and outlet centers all compete with more
traditional retail properties for consumer dollars. Similarly, home movie
rentals and pay-per-view movies provide alternate sources of entertainment to
movie theaters. Continued growth of these alternative retail outlets (which are
often characterized by lower operating costs) and entertainment sources could
adversely affect the rents collectible at Retail Sales and Service Properties.
Gas stations, automotive sales and service centers and dry cleaners
also pose unique environmental risks because of the nature of their businesses.
Some Retail Sales and Service Properties, such as malls and shopping
centers, include food and beverage establishments, and prospective investors
should also consider risks associated with such properties.
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Mortgage Loans Secured by Multifamily Rental Properties. Significant
factors determining the value and successful operation of a multifamily rental
property are the location of the property, the number of competing residential
developments in the local market (such as apartment buildings, manufactured
housing communities and site-built single family homes), the physical
attributes of the multifamily building (such as its age and appearance) and
state and local regulations affecting such property. In addition, the
successful operation of an apartment building will depend upon other factors
such as its reputation, the ability of management to provide adequate
maintenance and insurance, and the types of services it provides.
Certain states regulate the relationship of an owner and its tenants.
Commonly, these laws require a written lease, good cause for eviction,
disclosure of fees, and notification to residents of changed land use, while
prohibiting unreasonable rules, retaliatory evictions, and restrictions on a
resident's choice of unit vendors. Apartment building owners have been the
subject of suits under state "Unfair and Deceptive Practices Acts" and other
general consumer protection statutes for coercive, abusive or unconscionable
leasing and sales practices. A few states offer more significant protection.
For example, there are provisions that limit the basis on which a landlord may
terminate a tenancy or increase its rent or prohibit a landlord from
terminating a tenancy solely by reason of the sale of the owner's building.
In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on apartment
buildings. These ordinances may limit rent increases to fixed percentages, to
percentages of increases in the consumer price index, to increases set or
approved by a governmental agency, or to increases determined through mediation
or binding arbitration. In many cases, the rent control laws do not provide for
decontrol of rental rates upon vacancy of individual units. Any limitations on
a borrower's ability to raise property rents may impair such borrower's ability
to repay its Mortgage Loan from its net operating income or the proceeds of a
sale or refinancing of the related Mortgaged Property.
Adverse economic conditions, either local, regional or national, may
limit the amount of rent that can be charged, may adversely affect tenants'
ability to pay rent and may result in a reduction in timely rent payments or a
reduction in occupancy levels. Occupancy and rent levels may also be affected
by construction of additional housing units, local military base closings,
company relocations and closings and national and local politics, including
current or future rent stabilization and rent control laws and agreements.
Multifamily apartment units are typically leased on a short-term basis, and
consequently, the occupancy rate of a multifamily rental property may be
subject to rapid decline, including for some of the foregoing reasons. In
addition, the level of mortgage interest rates may encourage tenants to
purchase single-family housing rather than continue to lease housing. The
location and construction quality of a particular building may affect the
occupancy level as well as the rents that may be charged for individual units.
The characteristics of a neighborhood may change over time or in relation to
newer developments.
Mortgage Loans Secured by Cooperatively-Owned Apartment Buildings. A
cooperative apartment building and the land under the building are owned or
leased by a non-profit cooperative corporation. The cooperative corporation is
in turn owned by tenant-shareholders who, through ownership of stock, shares or
membership certificates in the corporation, receive proprietary leases or
occupancy agreements which confer exclusive rights to occupy specific
apartments or units. Generally, a tenant-shareholder of a cooperative
corporation must make a monthly maintenance payment to the corporation
representing such tenant-shareholder's pro rata share of the corporation's
payments in respect of any mortgage loan secured by, and all real property
taxes, maintenance expenses and other capital and ordinary expenses with
respect to, the real property owned by such cooperative corporation, less any
other income that the cooperative corporation may realize. Such payments to the
cooperative corporation are in addition to any payments of principal and
interest the tenant-shareholder must make on any loans of the
tenant-shareholder secured by its shares in the corporation.
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A cooperative corporation is directly responsible for building
management and payment of real estate taxes and hazard and liability insurance
premiums. A cooperative corporation's ability to meet debt service obligations
on a mortgage loan secured by the real property owned by such corporation, as
well as to pay all other operating expenses of such property, is dependent
primarily upon the receipt of maintenance payments from the
tenant-shareholders, together with any rental income from units or commercial
space that the cooperative corporation might control. Unanticipated
expenditures may in some cases have to be paid by special assessments on the
tenant-shareholders. A cooperative corporation's ability to pay the amount of
any balloon payment due at the maturity of a mortgage loan secured by the real
property owned by such cooperative corporation depends primarily on its ability
to refinance the mortgage loan. Neither the Depositor nor any other person will
have any obligation to provide refinancing for any of the Mortgage Loans.
In a typical cooperative conversion plan, the owner of a rental
apartment building contracts to sell the building to a newly formed cooperative
corporation. Shares are allocated to each apartment unit by the owner or
sponsor, and the current tenants have a certain period to subscribe at prices
discounted from the prices to be offered to the public after such period. As
part of the consideration for the sale, the owner or sponsor receives all the
unsold shares of the cooperative corporation. The sponsor usually also controls
the corporation's board of directors and management for a limited period of
time.
Each purchaser of shares in the cooperative corporation generally
enters into a long-term proprietary lease which provides the shareholder with
the right to occupy a particular apartment unit. However, many cooperative
conversion plans are "non-eviction" plans. Under a non-eviction plan, a tenant
at the time of conversion who chooses not to purchase shares is entitled to
reside in the unit as a subtenant from the owner of the shares allocated to
such apartment unit. Any applicable rent control or rent stabilization laws
would continue to be applicable to such subtenancy, and the subtenant may be
entitled to renew its lease for an indefinite number of times, with continued
protection from rent increases above those permitted by any applicable rent
control and rent stabilization laws. The shareholder is responsible for the
maintenance payments to the cooperative without regard to its receipt or
non-receipt of rent from the subtenant, which may be lower than maintenance
payments on the unit. Newly-formed cooperative corporations typically have the
greatest concentration of non-tenant shareholders.
Mortgage Loans Secured by Office Properties. Significant factors
affecting the value of office properties include, without limitation, the
quality of the tenants in the building, the physical attributes of the building
in relation to competing buildings, the location of the building with respect
to the central business district or population centers, demographic trends
within the metropolitan area to move away from or towards the central business
district, social trends combined with space management trends (which may change
towards options such as telecommuting or hoteling to satisfy space needs), tax
incentives offered to businesses or property owners by cities or suburbs
adjacent to or near where the building is located and the strength and
stability of the area where the building is located as a desirable business
location. Office properties may be adversely affected by an economic decline in
the business operated by their tenants. The risk of such an economic decline is
increased if revenue is dependent on a single tenant or if there is a
significant concentration of tenants in a particular business or industry.
Office properties are also subject to competition with other office
properties in the same market. Competition is affected by a building's age,
condition, design (including floor sizes and layout), access to transportation,
availability of parking and ability to offer certain amenities to its tenants
(including sophisticated building systems, such as fiberoptic cables, satellite
communications or other base building technological features). Office
properties that are not equipped to accommodate the needs of modern business
may become functionally obsolete and thus non-competitive.
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The success of an office property also depends on the local economy. A
company's decision to locate office headquarters in a given area, for example,
may be affected by such factors as labor cost and quality, tax environment and
quality of life matters, such as schools and cultural amenities. A central
business district may have a substantially different economy from that of a
suburb. The local economy will affect an office property's ability to attract
stable tenants on a consistent basis. In addition, the cost of refitting office
space for a new tenant is often higher than for other property types.
Mortgage Loans Secured by Other Types of Mortgaged Properties. A
Mortgage Asset Pool may also include Mortgage Loans secured by any of the
following types of real property:
Hospitality Properties. Hospitality properties include hotels, motels
and other lodging facilities. Various factors, including location, quality and
franchise affiliation affect the economic performance of a hospitality
property. Adverse economic conditions, either local, regional or national, may
limit the amount that can be charged for a room and may result in a reduction
in occupancy levels. The construction of competing hospitality properties can
have similar effects. To meet competition in the industry and to maintain
economic values, continuing expenditures must be made for modernizing,
refurbishing and maintaining existing facilities prior to the expiration of the
anticipated useful lives. Because rooms at hospitality properties are rented
for short periods of time, such properties tend to respond more quickly to
adverse economic conditions and competition than do many other types of
commercial properties. Furthermore, the financial strength and capabilities of
the owner and operator of a hospitality property may have an impact on such
property's quality of service and economic performance. Additionally, the
lodging industry, in certain locations, is seasonal in nature and this
seasonality can be expected to cause periodic fluctuations in room and other
revenues, occupancy levels, room rates and operating expenses. Demand for
travel accommodations may also be affected by changes in travel patterns caused
by changes in energy prices, strikes, relocation of highways, construction of
additional highways and other factors. Furthermore, the transferability of any
operating, liquor and other licenses to an entity acquiring a hospitality
property (either through purchase or foreclosure) is subject to local law
requirements. If the particular hospitality property is subject to a franchise
agreement, the rights of the franchisee under such agreement may not be
transferable upon foreclosure or otherwise to a subsequent purchaser of the
property or may be transferable only upon satisfaction of numerous conditions.
Because of the nature of the business, hospitality properties are adversely
affected by adverse economic conditions more quickly than many other types of
commercial properties.
Casinos. Various factors, including location and appearance, affect
the economic performance of a casino. Adverse economic conditions, either
local, regional or national, may limit the amount of disposable income that
potential patrons may have for gambling. The construction of competing casinos
can also have an adverse affect on the performance of a casino property. To
meet competition, significant expenditures must be made to attract potential
patrons, including, but not limited to, improving facilities, providing
alternative forms of entertainment and providing free or low-cost food and
lodging. Depending on the geographic location of a casino property, it may be
heavily dependent on tourism for its clientele. In addition, the ownership and
operation of casino properties is often subject to local or state governmental
regulation, and a governmental agency or authority may have jurisdiction or
influence with respect to the foreclosure of a casino property, the holding and
transfer of a gaming license and/or the bankruptcy or insolvency of a casino
owner or operator.
Health Care-Related Properties. Health-care related properties include
hospitals, skilled nursing facilities, nursing homes, congregate care
facilities and, in some cases, depending on the services provided, senior
housing. Certain types of health care-related facilities (including nursing
homes) typically receive a substantial portion of their revenues from
government reimbursement programs, primarily Medicaid and Medicare. Medicaid
and Medicare are subject to statutory and regulatory changes, retroactive rate
adjustments, administrative rulings, policy interpretations, delays by fiscal
intermediaries and government funding restrictions, all of which can adversely
affect revenues from operation. Moreover, governmental payors have employed
cost-containment measures that limit payments to health care providers, and
there are currently under consideration various proposals for national health
care relief that could further limit these payments. In addition, providers of
long-term nursing care and other medical services are highly regulated by
federal, state and local law and are subject
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to, among other things, federal and state licensing requirements, facility
inspection, rate setting, reimbursement policies, and laws relating to the
adequacy of medical care, distribution of pharmaceuticals, equipment, personnel
operating policies and maintenance of and additions to facilities and services,
any or all of which factors can increase the cost of operation, limit growth
and, in extreme cases, require or result in suspension or cessation of
operations.
Under applicable federal and state laws and regulations, Medicare and
Medicaid reimbursements are generally not permitted to be made to any person
other than the provider who actually furnished the related medical goods and
services. Accordingly, in the event of foreclosure on a Mortgaged Property that
is operated as a health care-related facility, none of the Trustee, the Special
Servicer or a subsequent lessee or operator of the Mortgaged Property would
generally be entitled to obtain from federal or state governments any
outstanding reimbursement payments relating to services furnished at the
respective Mortgaged Properties prior to such foreclosure. Furthermore, in the
event of foreclosure, there can be no assurance that the Trustee (or Special
Servicer) or purchaser in a foreclosure sale would be entitled to the rights
under any required licenses and regulatory approvals and such party may have to
apply in its own right for such licenses and approvals. There can be no
assurance that a new license could be obtained or that a new approval would be
granted. In addition, health care-related facilities are generally "special
purpose" properties that could not be readily converted to general residential,
retail or office use, and transfers of health care-related facilities are
subject to regulatory approvals under such state, and in some cases federal,
law not required for transfers of most other types of commercial operations and
other types of real estate, all of which may adversely affect the liquidation
value.
Industrial Properties. Significant factors determining the value of
industrial properties are the quality of tenants, building design and
adaptability, the functionality of the finish-out and the location of the
property. Industrial properties may be adversely affected by reduced demand for
industrial space occasioned by a decline in a particular industry segment
and/or by a general slow down in the economy, and an industrial property that
suited the particular needs of its original tenant may be difficult to relet to
another tenant or may become functionally obsolete relative to newer
properties. Furthermore, industrial properties may be adversely affected by the
availability of labor sources or a change in the proximity of other supply
sources. Because industrial properties frequently have a single tenant, any
such property is heavily dependent on the success of such tenant's business. In
addition, depending upon the business conducted at the particular property, an
industrial property may be more likely than other types of commercial
properties to have environmental issues.
Warehouse, Mini-Warehouse and Self-Storage Facilities. Warehouse,
mini-warehouse and self-storage properties (collectively, "Storage Properties")
are considered vulnerable to competition because both acquisition costs and
break-even occupancy are relatively low. The conversion of Storage Properties
to alternative uses would generally require substantial capital expenditures.
Thus, if the operation of a Storage Property becomes unprofitable due to
decreased demand, competition, age of improvements or other factors such that
the borrower becomes unable to meet its obligations under the related Mortgage
Loan, the liquidation value of that Storage Property may be substantially less,
relative to the amount owing on the Mortgage Loan, than would be the case if
the Storage Property were readily adaptable to other uses. Tenant privacy,
anonymity and efficient access are important to the success of a Storage
Property, as is building design and location.
Restaurants. Various factors may affect the economic viability of
individual restaurants and other establishments that are part of the food and
beverage service industry ("Restaurants"), including but not limited to
competition from facilities having businesses similar to the particular
Restaurant; perceptions by prospective customers of the safety, convenience,
services and attractiveness of the Restaurant; the cost, quality and
availability of food and beverage products, negative publicity resulting from
instances of food contamination, food-borne illness and similar events; changes
in demographics, consumer habits and traffic patterns; the ability to provide
or contract for capable management and adequate maintenance; and retroactive
changes to building codes, similar ordinances and other legal requirements.
Adverse economic conditions, whether local, regional or national, may limit the
amount that may be charged for food and beverages and the extent to which
customers dine out, and may result in a reduction in customers. The
construction of competing food/drink establishments
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can have similar effects. Because of the nature of the business, Restaurants
tend to respond to adverse economic conditions more quickly than do many other
types of commercial properties. Furthermore, the transferability of any
operating, liquor and other licenses to an entity acquiring a Restaurant (either
through purchase or foreclosure) is subject to local law requirements.
Additional factors that can affect the success of a regionally or
nationally-known chain Restaurant include actions and omissions of any
franchisor (including management practices that adversely affect the nature of
the business or that require renovation, refurbishment, expansion or other
expenditures); the degree of support provided or arranged by any franchisor,
such franchisor's franchisee organizations and third-party providers of
products or services; the bankruptcy or business discontinuation of any such
franchisor or third-party provider; and increases in operating expenses. Chain
Restaurants may be operated under franchise agreements, and such agreements
typically do not contain provisions protective of lenders. A lender may be
unable to succeed to the rights of the franchisee under the related franchise
agreement, or the transferability of a franchise may be subject to numerous
restrictions.
Manufactured Housing Communities, Mobile Home Parks and Recreational
Vehicle Parks. The successful operation of a Mortgaged Property operated as a
manufactured housing community, mobile home park or recreational vehicle park
will generally depend on the number of comparable competing properties in the
local market, as well as upon other factors such as its age, appearance,
reputation, management and the types of facilities and services it provides.
Manufactured housing communities and mobile home parks also compete against
alternative forms of residential housing, including multifamily rental
properties, cooperatively-owned apartment buildings, condominium complexes and
single-family residential developments. Recreational vehicle parks also compete
against alternative forms of recreation and short-term lodging (for example,
staying at a hotel at the beach).
Manufactured housing communities, mobile home parks and recreational
vehicle parks are "special purpose" properties that could not be readily
converted to general residential, retail or office use. Thus, if the operation
of any Mortgaged Property constituting a manufactured housing community, mobile
home park or recreational vehicle park becomes unprofitable due to competition,
age of the improvements or other factors such that the borrower becomes unable
to meet its obligations on the related Mortgage Loan, the liquidation value of
that Mortgaged Property may be substantially less, relative to the amount owing
on the Mortgage Loan, than would be the case if the Mortgaged Property were
readily adaptable to other uses.
Recreational and Resort Properties. The Mortgaged Properties may
include various recreational and resort properties such as recreational vehicle
parks, golf courses, marinas, ski resorts and amusement parks ("R&R
Properties"). Various factors, including the location and appearance of and the
appeal of the recreational activities offered by the subject property, affect
the economic performance of an R&R Property. The construction of competing
properties of the same type can also have an adverse effect on the performance
of an R&R Property. In many cases, different types of R&R Properties compete
with each other for patrons. In the case of certain types of R&R Properties,
significant expenditures must be made to maintain, refurbish, improve and/or
expand facilities in order to attract potential patrons. Depending on the
geographic location of an R&R Property, it may be heavily dependent on tourism
for its clientele and, accordingly, may be affected by changes in travel
patterns caused by changes in energy prices, strikes, location of highways,
construction of additional highways and similar factors. In some cases,
business of an R&R Property may be seasonal in nature and this seasonality can
be expected to cause periodic fluctuations in operating revenues and expenses.
Furthermore, business at such properties can be very weather sensitive. The
performance of an R&R Property will also be affected by local, regional and
national economic conditions insofar as such conditions affect the amount of
disposable income that potential patrons have to spend at such property.
Because of the nature of the business, R&R Properties tend to respond to
adverse economic conditions more quickly than do many other types of commercial
properties. In addition, a marina or other R&R Properties located next to water
will be affected by various statutes and government regulations that govern the
use of, and construction on, rivers, lakes and other waterways.
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Arenas. The success of an arena generally depends on its ability to
attract patrons to a variety of events, including (depending on the nature of
the arena) sporting events, musical events, theatrical events, animal shows and
circuses. Such ability will depend on, among other things, the appeal of the
particular event, the cost of admission, perceptions by prospective patrons of
the safety, convenience, services and attractiveness of the arena, and the
alternative forms of entertainment available in the particular locale. In some
cases, an arena's success will depend on its ability to attract and keep a
sporting team as a tenant. An arena may become unprofitable (or unacceptable to
such a tenant) due to decreased attendance, competition and age of
improvements. Often, substantial expenditures must be made to modernize,
refurbish and/or maintain existing facilities. Arenas constitute "special
purpose" properties which could not be readily convertible to alternative uses.
Churches and Other Religious Facilities. Churches and other religious
facilities ("Religious Facilities") generally depend on charitable donations to
meet expenses and pay for maintenance and capital expenditures. The extent of
such donations is dependent on the attendance at any particular Religious
Facility and the extent to which attendees are prepared to make donations, all
of which is influenced by a variety of social, political and economic factors.
It would be expected, however, that adverse economic conditions would adversely
affect donations as disposable income of patrons declines. Religious Facilities
are "special purpose" properties that are not readily convertible to
alternative uses.
Parking Lots and Garages. The primary source of income for parking
lots and garages is the rental fees charged for and in connection with parking
spaces. The amount of such fees will depend on the number of spaces rented and
the rates at which they are rented, which, in turn, will depend on a number of
factors, including the proximity of the lot or garage to locations where large
numbers of people work, shop or live, the amount of alternative parking space
(including free parking space) in the area where the lot or garage is located,
whether the area where the lot or garage is located is otherwise accessible by
mass transit (thereby limiting the number of potential vehicles requiring
parking spaces) and the perceptions of potential patrons of the safety,
convenience and services of the lot or garage.
Default and Loss Considerations with Respect to the Mortgage Loans.
Mortgage loans secured by liens on income-producing properties are
substantially different from loans made on the security of owner-occupied
single-family homes. The repayment of a loan secured by a lien on an
income-producing property is typically dependent upon the successful operation
of such property (that is, its ability to generate income). Moreover, as noted
above, some or all of the Mortgage Loans included in a particular Trust Fund
may be nonrecourse loans.
Lenders typically look to the Debt Service Coverage Ratio of a loan
secured by income-producing property as an important factor in evaluating the
likelihood of default on such a loan. Unless otherwise defined in the related
Prospectus Supplement, the "Debt Service Coverage Ratio" of a Mortgage Loan at
any given time is the ratio of (i) the Net Operating Income derived from the
related Mortgaged Property for a twelve-month period to (ii) the annualized
scheduled payments of principal and/or interest on the Mortgage Loan and any
other loans senior thereto that are secured by the related Mortgaged Property.
Unless otherwise defined in the related Prospectus Supplement, "Net Operating
Income" means, for any given period, the total operating revenues derived from
a Mortgaged Property during such period, minus the total operating expenses
incurred in respect of such Mortgaged Property during such period other than
(i) noncash items such as depreciation and amortization, (ii) capital
expenditures and (iii) debt service on the related Mortgage Loan or on any
other loans that are secured by such Mortgaged Property. The Net Operating
Income of a Mortgaged Property will generally fluctuate over time and may or
may not be sufficient to cover debt service on the related Mortgage Loan at any
given time. As the primary source of the operating revenues of a
nonowner-occupied, income-producing property, rental income (and, with respect
to a Mortgage Loan secured by a Cooperative apartment building, maintenance
payments from tenant-stockholders of a Cooperative) may be affected by the
condition of the applicable real estate market and/or area economy. In
addition, properties typically leased, occupied or used on a short-term basis,
such as certain health care-related facilities, hotels and motels, recreational
vehicle parks, and mini-warehouse and self-storage facilities, tend to be
affected more rapidly by changes in market or business conditions
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than do properties typically leased for longer periods, such as warehouses,
retail stores, office buildings and industrial facilities. Commercial Properties
may be owner-occupied or leased to a small number of tenants. Thus, the Net
Operating Income of such a Mortgaged Property may depend substantially on the
financial condition of the borrower or a tenant, and Mortgage Loans secured by
liens on such properties may pose a greater likelihood of default and loss than
loans secured by liens on Multifamily Properties or on multi-tenant Commercial
Properties.
Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or to changes in governmental rules, regulations and
fiscal policies, may also affect the likelihood of default on a Mortgage Loan.
As may be further described in the related Prospectus Supplement, in some cases
leases of Mortgaged Properties may provide that the lessee, rather than the
borrower/landlord, is responsible for payment of operating expenses ("Net
Leases"). However, the existence of such "net of expense" provisions will result
in stable Net Operating Income to the borrower/landlord only to the extent that
the lessee is able to absorb operating expense increases while continuing to
make rent payments.
Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a
factor in evaluating the likelihood of loss if a property must be liquidated
following a default. Unless otherwise defined in the related Prospectus
Supplement, the "Loan-to-Value Ratio" of a Mortgage Loan at any given time is
the ratio (expressed as a percentage) of (i) the then outstanding principal
balance of the Mortgage Loan and any other loans senior thereto that are secured
by the related Mortgaged Property to (ii) the Value of the related Mortgaged
Property. Unless otherwise specified in the related Prospectus Supplement, the
"Value" of a Mortgaged Property will be its fair market value as determined by
an appraisal of such property conducted by or on behalf of the Originator in
connection with the origination of such loan. The lower the Loan-to-Value Ratio,
the greater the percentage of the borrower's equity in a Mortgaged Property, and
thus (a) the greater the incentive of the borrower to perform under the terms of
the related Mortgage Loan (in order to protect such equity) and (b) the greater
the cushion provided to the lender against loss on liquidation following a
default.
Loan-to-Value Ratios will not necessarily constitute an accurate
measure of the likelihood of liquidation loss in a pool of Mortgage Loans. For
example, the Value of a Mortgaged Property as of the date of initial issuance of
the Certificates of the related Series may be less than the Value determined at
loan origination, and will likely continue to fluctuate from time to time based
upon certain factors including changes in economic conditions and the real
estate market. Moreover, even when current, an appraisal is not necessarily a
reliable estimate of value. Appraised values of income-producing properties are
generally based on the market comparison method (recent resale value of
comparable properties at the date of the appraisal), the cost replacement method
(the cost of replacing the property at such date), the income capitalization
method (a projection of value based upon the property's projected net cash
flow), or upon a selection from or interpolation of the values derived from such
methods. Each of these appraisal methods can present analytical difficulties. It
is often difficult to find truly comparable properties that have recently been
sold; the replacement cost of a property may have little to do with its current
market value; and income capitalization is inherently based on inexact
projections of income and expense and the selection of an appropriate
capitalization rate and discount rate. Where more than one of these appraisal
methods are used and provide significantly different results, an accurate
determination of value and, correspondingly, a reliable analysis of the
likelihood of default and loss, is even more difficult.
Although there may be multiple methods for determining the Value of a
Mortgaged Property, Value will in all cases be affected by property performance.
As a result, if a Mortgage Loan defaults because the income generated by the
related Mortgaged Property is insufficient to cover operating costs and expenses
and pay debt service, then the Value of the Mortgaged Property will reflect such
and a liquidation loss may occur.
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While the Depositor believes that the foregoing considerations are
important factors that generally distinguish loans secured by liens on
income-producing real estate from single-family mortgage loans, there can be no
assurance that all of such factors will in fact have been prudently considered
by the Originators of the Mortgage Loans, or that, for a particular Mortgage
Loan, they are complete or relevant. See "Risk Factors--Certain Factors
Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--General" and
"--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage
Loans--Increased Risk of Default Associated With Balloon Payments".
Payment Provisions of the Mortgage Loans. All of the Mortgage Loans
will (i) have had original terms to maturity of not more than approximately 40
years and (ii) provide for scheduled payments of principal, interest or both,
to be made on specified dates ("Due Dates") that occur monthly, quarterly,
semi-annually or annually. A Mortgage Loan (i) may provide for no accrual of
interest or for accrual of interest thereon at a Mortgage Rate that is fixed
over its term or that adjusts from time to time, or that may be converted at
the borrower's election from an adjustable to a fixed Mortgage Rate, or from a
fixed to an adjustable Mortgage Rate, (ii) may provide for level payments to
maturity or for payments that adjust from time to time to accommodate changes
in the Mortgage Rate or to reflect the occurrence of certain events, and may
permit negative amortization, (iii) may be fully amortizing or may be partially
amortizing or nonamortizing, with a balloon payment due on its stated maturity
date, and (iv) may prohibit over its term or for a certain period prepayments
(the period of such prohibition, a "Lock-out Period" and its date of
expiration, a "Lock-out Date") and/or require payment of a premium or a yield
maintenance payment (a "Prepayment Premium") in connection with certain
prepayments, in each case as described in the related Prospectus Supplement. A
Mortgage Loan may also contain a provision that entitles the lender to a share
of appreciation of the related Mortgaged Property, or profits realized from the
operation or disposition of such Mortgaged Property or the benefit, if any,
resulting from the refinancing of the Mortgage Loan (any such provision, an
"Equity Participation"), as described in the related Prospectus Supplement.
Mortgage Loan Information in Prospectus Supplements. Each Prospectus
Supplement will contain certain information pertaining to the Mortgage Loans in
the related Trust Fund, which, to the extent then applicable, will generally
include the following: (i) the aggregate outstanding principal balance and the
largest, smallest and average outstanding principal balance of the Mortgage
Loans, (ii) the type or types of property that provide security for repayment of
the Mortgage Loans, (iii) the earliest and latest origination date and maturity
date of the Mortgage Loans, (iv) the original and remaining terms to maturity of
the Mortgage Loans, or the respective ranges thereof, and the weighted average
original and remaining terms to maturity of the Mortgage Loans, (v) the
Loan-to-Value Ratios of the Mortgage Loans (either at origination or as of a
more recent date), or the range thereof, and the weighted average of such
Loan-to-Value Ratios, (vi) the Mortgage Rates borne by the Mortgage Loans, or
the range thereof, and the weighted average Mortgage Rate borne by the Mortgage
Loans, (vii) with respect to Mortgage Loans with adjustable Mortgage Rates ("ARM
Loans"), the index or indices upon which such adjustments are based, the
adjustment dates, the range of gross margins and the weighted average gross
margin, and any limits on Mortgage Rate adjustments at the time of any
adjustment and over the life of the ARM Loan, (viii) information regarding the
payment characteristics of the Mortgage Loans, including, without limitation,
balloon payment and other amortization provisions, Lock-out Periods and
Prepayment Premiums, (ix) the Debt Service Coverage Ratios of the Mortgage Loans
(either at origination or as of a more recent date), or the range thereof, and
the weighted average of such Debt Service Coverage Ratios, and (x) the
geographic distribution of the Mortgaged Properties on a state-by-state basis.
In appropriate cases, the related Prospectus Supplement will also contain
certain information available to the Depositor that pertains to the provisions
of leases and the nature of tenants of the Mortgaged Properties. If the
Depositor is unable to provide the specific information described above at the
time Offered Certificates of a Series are initially offered, more general
information of the nature described above will be provided in the related
Prospectus Supplement, and specific information will be set forth in a report
which will be available to purchasers of those Certificates at or before the
initial issuance thereof and will be filed as part of a Current Report on Form
8-K with the Commission within fifteen days following such issuance.
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If any Mortgage Loan, or group of related Mortgage Loans, constitutes
a concentration of credit risk, financial statements or other financial
information with respect to the related Mortgaged Property or Mortgaged
Properties will be included in the related Prospectus Supplement.
If and to the extent available and relevant to an investment decision
in the Offered Certificates of the related Series, information regarding the
prepayment experience of a Master Servicer's multifamily and/or commercial
mortgage loan servicing portfolio will be included in the related Prospectus
Supplement. However, many servicers do not maintain records regarding such
matters or, at least, not in a format that can be readily aggregated. In
addition, the relevant characteristics of a Master Servicer's servicing
portfolio may be so materially different from those of the related Mortgage
Asset Pool that such prepayment experience would not be meaningful to an
investor. For example, differences in geographic dispersion, property type
and/or loan terms (e.g., mortgage rates, terms to maturity and/or prepayment
restrictions) between the two pools of loans could render the Master Servicer's
prepayment experience irrelevant. Because of the nature of the assets to be
serviced and administered by a Special Servicer, no comparable prepayment
information will be presented with respect to the Special Servicer's multifamily
and/or commercial mortgage loan servicing portfolio.
MBS
MBS may include (i) private-label (that is, not issued, insured or
guaranteed by the United States or any agency or instrumentality thereof)
mortgage participations, mortgage pass-through certificates, collateralized
mortgage obligations or other mortgage-backed securities or (ii) certificates
issued and/or insured or guaranteed by the Federal Home Loan Mortgage
Corporation ("FHLMC"; and such certificates issued and/or insured or guaranteed
thereby, "FHLMC Certificates"), the Federal National Mortgage Association
("FNMA"; and such certificates issued and/or insured or guaranteed thereby,
"FNMA Certificates"), the Governmental National Mortgage Association ("GNMA";
and such certificates issued and/or insured or guaranteed thereby, "GNMA
Certificates") or the Federal Agricultural Mortgage Corporation ("FAMC"; and
such certificates issued and/or insured or guaranteed thereby, "FAMC
Certificates"), provided that, unless otherwise specified in the related
Prospectus Supplement, each MBS will evidence an interest in, or will be secured
by a pledge of, mortgage loans that conform to the descriptions of the Mortgage
Loans contained herein.
Except in the case of a pro rata mortgage participation in a single
mortgage loan or a pool of mortgage loans, or unless otherwise discussed with
the Commission, each MBS included in a Mortgage Asset Pool: (a) either will (i)
have been acquired (other than from the Depositor or an affiliate thereof) in
bona fide secondary market transactions or (ii) if so specified in the related
Prospectus Supplement, be part of the Depositor's (or an affiliate's) unsold
allotments from the Depositor's (or an affiliate's) previous offerings; and (b)
unless it was issued by the Depositor or a trust established thereby, will
either (i) have been previously registered under the Securities Act, (ii) be
exempt from such registration requirements or (iii) have been held for at least
the holding period specified in Rule 144(k) under the Securities Act.
Any MBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, an indenture or similar agreement
(an "MBS Agreement"). The issuer of the MBS (the "MBS Issuer") and/or the
servicer of the underlying mortgage loans (the "MBS Servicer") will be parties
to the MBS Agreement, generally together with a trustee (the "MBS Trustee") or,
in the alternative, with the original purchaser or purchasers of the MBS.
The MBS may have been issued in one or more classes with
characteristics similar to the Classes of Certificates described herein.
Distributions in respect of the MBS will be made by the MBS Issuer, the MBS
Servicer or the MBS Trustee on the dates specified in the related Prospectus
Supplement. The MBS Issuer or the MBS Servicer or another person specified in
the related Prospectus Supplement may have the right or obligation to repurchase
or substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related Prospectus Supplement.
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Reserve funds, subordination or other credit support similar to that
described for the Certificates under "Description of Credit Support" may have
been provided with respect to the MBS. The type, characteristics and amount of
such credit support, if any, will be a function of the characteristics of the
underlying mortgage loans and other factors and generally will have been
established on the basis of the requirements of any rating agency that may have
assigned a rating to the MBS, or by the initial purchasers of the MBS.
The Prospectus Supplement for a Series that evidence interests in MBS
will specify: (i) the aggregate approximate initial and outstanding principal
amount(s) and type of the MBS to be included in the Trust Fund, (ii) the
original and remaining term(s) to stated maturity of the MBS, if applicable,
(iii) the pass-through or bond rate(s) of the MBS or the formula for determining
such rate(s), (iv) the payment characteristics of the MBS, (v) the MBS Issuer,
MBS Servicer and MBS Trustee, as applicable, of each of the MBS, (vi) a
description of the related credit support, if any, (vii) the circumstances under
which the related underlying mortgage loans, or the MBS themselves, may be
purchased prior to their maturity, (viii) the terms on which mortgage loans may
be substituted for those originally underlying the MBS, (ix) the type of
mortgage loans underlying the MBS and, to the extent appropriate under the
circumstances, such other information in respect of the underlying mortgage
loans described under "--Mortgage Loans--Mortgage Loan Information in Prospectus
Supplements", and (x) the characteristics of any cash flow agreements that
relate to the MBS.
The Depositor will provide the same information regarding the MBS in
any Trust Fund in its reports filed under the Exchange Act with respect to such
Trust Fund as was provided by the related MBS Issuer in its own such reports if
such MBS was publicly offered or the reports the related MBS Issuer provides the
related MBS Trustee if such MBS was privately issued.
UNDELIVERED MORTGAGE ASSETS
Unless otherwise specified in the related Prospectus Supplement, the
aggregate outstanding principal balance of a Mortgage Asset Pool as of the
related Cut-off Date will equal or exceed the aggregate Certificate Principal
Balance of the related Series as of the related Closing Date. In the event that
Mortgage Assets initially delivered do not have an aggregate outstanding
principal balance as of the related Cut-off Date at least equal to the aggregate
Certificate Principal Balance of the related Series as of the related Closing
Date, the Depositor may deposit cash or Permitted Investments on an interim
basis with the Trustee for such Series on the related Closing Date in lieu of
delivering Mortgage Assets with an aggregate outstanding principal balance as of
the related Cut-off Date equal to the shortfall amount. During the 90-day period
following the related Closing Date, the Depositor will be entitled to obtain a
release of such cash or Permitted Investments to the extent that the Depositor
delivers a corresponding amount of the Undelivered Mortgage Assets. If and to
the extent all the Undelivered Mortgage Assets are not delivered during the
90-day period following the related Closing Date, such cash or, following
liquidation, such Permitted Investments will be applied to pay a corresponding
amount of principal of the Certificates of such Series to the extent set forth,
and on the dates specified, in the related Prospectus Supplement.
CERTIFICATE ACCOUNTS
Each Trust Fund will include a Certificate Account consisting of one or
more accounts established and maintained on behalf of the Certificateholders
into which all payments and collections received or advanced with respect to the
Mortgage Assets and other assets in the Trust Fund will be deposited to the
extent described herein and in the related Prospectus Supplement. See
"Description of the Pooling Agreements--Certificate Account".
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CREDIT SUPPORT
If so provided in the Prospectus Supplement for the Offered
Certificates of any Series, partial or full protection against certain defaults
and losses on the Mortgage Assets in the related Trust Fund may be provided to
one or more Classes of Certificates of such Series in the form of subordination
of one or more other Classes of Certificates of such Series or by one or more
other types of Credit Support, which may include a letter of credit, a surety
bond, an insurance policy, a guarantee, a reserve fund or any combination
thereof. The amount and types of such Credit Support, the identity of the entity
providing it (if applicable) and related information with respect to each type
of Credit Support, if any, will be set forth in the Prospectus Supplement for
the Offered Certificate of any Series. See "Risk Factors--Credit Support
Limitations" and "Description of Credit Support".
CASH FLOW AGREEMENTS
If so provided in the Prospectus Supplement for the Offered
Certificates of any Series, the related Trust Fund may include guaranteed
investment contracts pursuant to which moneys held in the funds and accounts
established for such Series will be invested at a specified rate. The Trust Fund
may also include interest rate exchange agreements, interest rate cap or floor
agreements, or other agreements designed to reduce the effects of interest rate
fluctuations on the Mortgage Assets on one or more Classes of Certificates. The
principal terms of any such Cash Flow Agreement, including, without limitation,
provisions relating to the timing, manner and amount of payments thereunder and
provisions relating to the termination thereof, will be described in the related
Prospectus Supplement. The related Prospectus Supplement will also identify the
obligor under the Cash Flow Agreement.
YIELD AND MATURITY CONSIDERATIONS
GENERAL
The yield on any Offered Certificate will depend on the price paid by
the Certificateholder, the Pass-Through Rate of the Certificate and the amount
and timing of distributions on the Certificate. See "Risk Factors--Effect of
Prepayments on Average Life of Certificates". The following discussion
contemplates a Trust Fund that consists solely of Mortgage Loans. While the
characteristics and behavior of mortgage loans underlying an MBS can generally
be expected to have the same effect on the yield to maturity and/or weighted
average life of a Class of Certificates as will the characteristics and behavior
of comparable Mortgage Loans, the effect may differ due to the payment
characteristics of the MBS. If a Trust Fund includes MBS, the related Prospectus
Supplement will discuss the effect, if any, that the payment characteristics of
the MBS may have on the yield to maturity and weighted average lives of the
Offered Certificates of the related Series.
PASS-THROUGH RATE
The Certificates of any Class within a Series may have a fixed,
variable or adjustable Pass-Through Rate, which may or may not be based upon the
interest rates borne by the Mortgage Loans in the related Trust Fund. The
Prospectus Supplement with respect to the Offered Certificates of any Series
will specify the Pass-Through Rate for each Class of such Offered Certificates
or, in the case of a Class of Offered Certificates with a variable or adjustable
Pass-Through Rate, the method of determining the Pass-Through Rate; the effect,
if any, of the prepayment of any Mortgage Loan on the Pass-Through Rate of one
or more Classes of such Offered Certificates; and whether the distributions of
interest on any Class of such Offered Certificates will be dependent, in whole
or in part, on the performance of any obligor under a Cash Flow Agreement.
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PAYMENT DELAYS
With respect to any Series, a period of time will elapse between the
date upon which payments on the Mortgage Loans in the related Trust Fund are due
and the Distribution Date on which such payments are passed through to
Certificateholders. That delay will effectively reduce the yield that would
otherwise be produced if payments on such Mortgage Loans were distributed to
Certificateholders on the date they were due.
CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST
When a principal prepayment in full or in part is made on a Mortgage
Loan, the borrower is generally charged interest on the amount of such
prepayment only through the date of such prepayment, instead of through the Due
Date for the next succeeding scheduled payment. However, interest accrued on the
Offered Certificates of any Series and distributable thereon on any Distribution
Date will generally correspond to interest accrued on the Mortgage Loans to
their respective Due Dates during the related Due Period. A "Due Period" will be
a specified time period (generally corresponding in length to the period between
Distribution Dates) and all scheduled payments on the Mortgage Loans in the
related Trust Fund that are due during a given Due Period will, to the extent
received the related Determination Date (as defined herein) or otherwise
advanced by the related Master Servicer, Special Servicer or other specified
person, be distributed to the holders of the Certificates of such Series on the
next succeeding Distribution Date. Consequently, if a prepayment on any Mortgage
Loan is distributable to Certificateholders on a particular Distribution Date,
but such prepayment is not accompanied by interest thereon to the Due Date for
such Mortgage Loan in the related Due Period, then the interest charged to the
borrower (net of servicing and administrative fees) may be less (such shortfall,
a "Prepayment Interest Shortfall") than the corresponding amount of interest
accrued and otherwise payable on the Certificates of the related Series. If and
to the extent that any such shortfall is allocated to a Class of Offered
Certificates, the yield thereon will be adversely affected. The Prospectus
Supplement for the Offered Certificates of each Series will describe the manner
in which any such shortfalls will be allocated among the respective Classes of
Certificates of such Series. The related Prospectus Supplement will also
describe any amounts available to offset such shortfalls.
YIELD AND PREPAYMENT CONSIDERATIONS
A Certificate's yield to maturity will be affected by the rate of
principal payments on the Mortgage Loans in the related Trust Fund and the
allocation thereof to reduce the Certificate Principal Balance (or the
Certificate Notional Amount, if applicable) of such Certificate. The rate of
principal payments on the Mortgage Loans in any Trust Fund will in turn be
affected by the amortization schedules thereof (which, in the case of ARM Loans,
may change periodically to accommodate adjustments to the Mortgage Rates
thereon), the dates on which any balloon payments are due, and the rate of
principal prepayments thereon (including for this purpose, voluntary prepayments
by borrowers and also prepayments resulting from liquidations of Mortgage Loans
due to defaults, casualties or condemnations affecting the related Mortgaged
Properties, or purchases of Mortgage Loans out of the related Trust Fund).
Because the rate of principal prepayments on the Mortgage Loans in any Trust
Fund will depend on future events and a variety of factors (as described below),
no assurance can be given as to such rate.
The extent to which the yield to maturity of a Class of Offered
Certificates of any Series may vary from the anticipated yield will depend upon
the degree to which they are purchased at a discount or premium and when, and to
what degree, payments of principal on the Mortgage Loans in the related Trust
Fund are in turn distributed on such Certificates (or, in the case of a Class of
Stripped Interest Certificates, result in the reduction of the aggregate
Certificate Notional Amount thereof). An investor should consider, in the case
of any Offered Certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans in the related
Trust Fund could result in an actual yield to such investor that is lower than
the anticipated yield and, in the case of any Offered Certificate purchased at a
premium, the risk that a faster than anticipated rate of principal payments on
such Mortgage Loans could result in an actual yield to such investor that is
lower than the anticipated yield. In addition, if an investor purchases an
Offered Certificate at a discount
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(or premium), and principal payments are made in reduction of the Certificate
Principal Balance or Certificate Notional Amount of such investor's Offered
Certificate at a rate slower (or faster) than the rate anticipated by the
investor during any particular period, any consequent adverse effects on such
investor's yield would not be fully offset by a subsequent like increase (or
decrease) in the rate of principal payments.
In general, the aggregate Certificate Notional Amount of a Class of
Stripped Interest Certificates will either (i) be based on the principal
balances of some or all of the Mortgage Assets in the related Trust Fund or (ii)
equal the aggregate Certificate Principal Balance of one or more of the other
Classes of Certificates of the same Series.
Accordingly, the yield on such Stripped Interest Certificates will be
inversely related to the rate at which payments and other collections of
principal are received on such Mortgage Assets or distributions are made in
reduction of the aggregate Certificate Principal Balance of such Class or
Classes of Certificates, as the case may be.
Consistent with the foregoing, if a Class of Certificates of any Series
consists of Stripped Interest Certificates or Stripped Principal Certificates, a
lower than anticipated rate of principal prepayments on the Mortgage Loans in
the related Trust Fund will negatively affect the yield to investors in Stripped
Principal Certificates, and a higher than anticipated rate of principal
prepayments on such Mortgage Loans will negatively affect the yield to investors
in Stripped Interest Certificates. If the Offered Certificates of a Series
include any such Certificates, the related Prospectus Supplement will include a
table showing the effect of various constant assumed levels of prepayment on
yields on such Certificates. Such tables will be intended to illustrate the
sensitivity of yields to various constant assumed prepayment rates and will not
be intended to predict, or to provide information that will enable investors to
predict, yields or prepayment rates.
The extent of prepayments of principal of the Mortgage Loans in any
Trust Fund may be affected by a number of factors, including, without
limitation, the availability of mortgage credit, the relative economic vitality
of the area in which the Mortgaged Properties are located, the quality of
management of the Mortgaged Properties, the servicing of the Mortgage Loans,
possible changes in tax laws and other opportunities for investment. In general,
those factors which increase the attractiveness of selling a Mortgaged Property
or refinancing a Mortgage Loan or which enhance a borrower's ability to do so,
as well as those factors which increase the likelihood of default under a
Mortgage Loan, would be expected to cause the rate of prepayment in respect of
any Mortgage Asset Pool to accelerate. In contrast, those factors having an
opposite effect would be expected to cause the rate of prepayment of any
Mortgage Asset Pool to slow.
The rate of principal payments on the Mortgage Loans in any Trust Fund
may also be affected by the existence of Lock-out Periods and requirements that
principal prepayments be accompanied by Prepayment Premiums, and by the extent
to which such provisions may be practicably enforced. To the extent enforceable,
such provisions could constitute either an absolute prohibition (in the case of
a Lock-out Period) or a disincentive (in the case of a Prepayment Premium) to a
borrower's voluntarily prepaying its Mortgage Loan, thereby slowing the rate of
prepayments.
The rate of prepayment on a pool of mortgage loans is likely to be
affected by prevailing market interest rates for mortgage loans of a comparable
type, term and risk level. When the prevailing market interest rate is below a
mortgage coupon, a borrower may have an increased incentive to refinance its
mortgage loan. Even in the case of ARM Loans, as prevailing market interest
rates decline, and without regard to whether the Mortgage Rates on such ARM
Loans decline in a manner consistent therewith, the related borrowers may have
an increased incentive to refinance for purposes of either (i) converting to a
fixed rate loan and thereby "locking in" such rate or (ii) taking advantage of a
different index, margin or rate cap or floor on another adjustable rate mortgage
loan. Therefore, as prevailing market interest rates decline, prepayment speeds
would be expected to accelerate.
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Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
Mortgaged Properties in order to realize their equity therein, to meet cash flow
needs or to make other investments. In addition, some borrowers may be motivated
by federal and state tax laws (which are subject to change) to sell Mortgaged
Properties prior to the exhaustion of tax depreciation benefits. The Depositor
makes no representation as to the particular factors that will affect the
prepayment of the Mortgage Loans in any Trust Fund, as to the relative
importance of such factors, as to the percentage of the principal balance of
such Mortgage Loans that will be paid as of any date or as to the overall rate
of prepayment on such Mortgage Loans.
WEIGHTED AVERAGE LIFE AND MATURITY
The rate at which principal payments are received on the Mortgage Loans
in any Trust Fund will affect the ultimate maturity and the weighted average
life of one or more Classes of the Certificates of the related Series. Unless
otherwise specified in the related Prospectus Supplement, weighted average life
refers to the average amount of time that will elapse from the date of issuance
of an instrument until each dollar allocable as principal of such instrument is
repaid to the investor.
The weighted average life and maturity of a Class of Certificates of
any Series will be influenced by the rate at which principal on the related
Mortgage Loans, whether in the form of scheduled amortization or prepayments
(for this purpose, the term "prepayment" includes voluntary prepayments by
borrowers and also prepayments resulting from liquidations of Mortgage Loans due
to default, casualties or condemnations affecting the related Mortgaged
Properties and purchases of Mortgage Loans out of the related Trust Fund), is
paid to such Class. Prepayment rates on loans are commonly measured relative to
a prepayment standard or model, such as the Constant Prepayment Rate ("CPR")
prepayment model or the Standard Prepayment Assumption ("SPA") prepayment model.
CPR represents an assumed constant rate of prepayment each month (expressed as
an annual percentage) relative to the then outstanding principal balance of a
pool of mortgage loans for the life of such loans. SPA represents an assumed
variable rate of prepayment each month (expressed as an annual percentage)
relative to the then outstanding principal balance of a pool of mortgage loans,
with different prepayment assumptions often expressed as percentages of SPA. For
example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2%
per annum of the then outstanding principal balance of such loans in the first
month of the life of the loans and an additional 0.2% per annum in each month
thereafter until the thirtieth month. Beginning in the thirtieth month, and in
each month thereafter during the life of the loans, 100% of SPA assumes a
constant prepayment rate of 6% per annum each month.
Neither CPR nor SPA nor any other prepayment model or assumption
purports to be a historical description of prepayment experience or a prediction
of the anticipated rate of prepayment of any particular pool of mortgage loans.
Moreover, the CPR and SPA models were developed based upon historical prepayment
experience for single-family mortgage loans. Thus, it is unlikely that the
prepayment experience of the Mortgage Loans included in any Trust Fund will
conform to any particular level of CPR or SPA.
The Prospectus Supplement with respect to the Offered Certificates of
any Series will contain tables, if applicable, setting forth the projected
weighted average life of each Class of Offered Certificates of such Series with
an aggregate Certificate Principal Balance, and the percentage of the initial
aggregate Certificate Principal Balance of each such Class that would be
outstanding on specified Distribution Dates, based on the assumptions stated in
such Prospectus Supplement, including assumptions that prepayments on the
related Mortgage Loans are made at rates corresponding to various percentages of
CPR or SPA, or at such other rates specified in such Prospectus Supplement. Such
tables and assumptions will illustrate the sensitivity of the weighted average
lives of the Certificates to various assumed prepayment rates and will not be
intended to predict, or to provide information that will enable investors to
predict, the actual weighted average lives of the Certificates.
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OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY
Balloon Payments; Extensions of Maturity. Some or all of the Mortgage
Loans included in a particular Trust Fund may require that balloon payments be
made at maturity. Because the ability of a borrower to make a balloon payment
typically will depend upon its ability either to refinance the loan or to sell
the related Mortgaged Property, there is a possibility that Mortgage Loans that
require balloon payments may default at maturity, or that the maturity of such a
Mortgage Loan may be extended in connection with a workout. In the case of
defaults, recovery of proceeds may be delayed by, among other things, bankruptcy
of the borrower or adverse conditions in the market where the property is
located. In order to minimize losses on defaulted Mortgage Loans, the Master
Servicer or the Special Servicer, to the extent and under the circumstances set
forth herein and in the related Prospectus Supplement, may be authorized to
modify Mortgage Loans that are in default or as to which a payment default is
imminent. Any defaulted balloon payment or modification that extends the
maturity of a Mortgage Loan may delay distributions of principal on a Class of
Offered Certificates and thereby extend the weighted average life of such
Certificates and, if such Certificates were purchased at a discount, reduce the
yield thereon.
Negative Amortization. The weighted average life of a Class of
Certificates can be affected by Mortgage Loans that permit negative amortization
to occur (that is, Mortgage Loans that provide for the current payment of
interest calculated at a rate lower than the rate at which interest accrues
thereon, with the unpaid portion of such interest being added to the related
principal balance). Negative amortization on one or more Mortgage Loans in any
Trust Fund may result in negative amortization on the Offered Certificates of
the related Series. The related Prospectus Supplement will describe, if
applicable, the manner in which negative amortization in respect of the Mortgage
Loans in any Trust Fund is allocated among the respective Classes of
Certificates of the related Series. The portion of any Mortgage Loan negative
amortization allocated to a Class of Certificates may result in a deferral of
some or all of the interest payable thereon, which deferred interest may be
added to the aggregate Certificate Principal Balance thereof. In addition, an
ARM Loan that permits negative amortization would be expected during a period of
increasing interest rates to amortize at a slower rate (and perhaps not at all)
than if interest rates were declining or were remaining constant. Such slower
rate of Mortgage Loan amortization would correspondingly be reflected in a
slower rate of amortization for one or more Classes of Certificates of the
related Series. Accordingly, the weighted average lives of Mortgage Loans that
permit negative amortization (and that of the Classes of Certificates to which
any such negative amortization would be allocated or that would bear the effects
of a slower rate of amortization on such Mortgage Loans) may increase as a
result of such feature.
Negative amortization may occur in respect of an ARM Loan that (i)
limits the amount by which its scheduled payment may adjust in response to a
change in its Mortgage Rate, (ii) provides that its scheduled payment will
adjust less frequently than its Mortgage Rate or (iii) provides for constant
scheduled payments notwithstanding adjustments to its Mortgage Rate.
Accordingly, during a period of declining interest rates, the scheduled payment
on such a Mortgage Loan may exceed the amount necessary to amortize the loan
fully over its remaining amortization schedule and pay interest at the then
applicable Mortgage Rate, thereby resulting in the accelerated amortization of
such Mortgage Loan. Any such acceleration in amortization of its principal
balance will shorten the weighted average life of such Mortgage Loan and,
correspondingly, the weighted average lives of those Classes of Certificates
entitled to a portion of the principal payments on such Mortgage Loan.
The extent to which the yield on any Offered Certificate will be
affected by the inclusion in the related Trust Fund of Mortgage Loans that
permit negative amortization, will depend upon (i) whether such Offered
Certificate was purchased at a premium or a discount and (ii) the extent to
which the payment characteristics of such Mortgage Loans delay or accelerate the
distributions of principal on such Certificate (or, in the case of a Stripped
Interest Certificate, delay or accelerate the reduction of the Certificate
Notional Amount thereof). See "--Yield and Prepayment Considerations" above.
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Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the Mortgage Loans that are foreclosed in relation to the
number and principal amount of Mortgage Loans that are repaid in accordance with
their terms will affect the weighted average lives of those Mortgage Loans and,
accordingly, the weighted average lives of and yields on the Certificates of the
related Series. Servicing decisions made with respect to the Mortgage Loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of Mortgage Loans in bankruptcy proceedings or otherwise, may also
have an effect upon the payment patterns of particular Mortgage Loans and thus
the weighted average lives of and yields on the Certificates of the related
Series.
Losses and Shortfalls on the Mortgage Assets. The yield to holders of
the Offered Certificates of any Series will directly depend on the extent to
which such holders are required to bear the effects of any losses or shortfalls
in collections arising out of defaults on the Mortgage Loans in the related
Trust Fund and the timing of such losses and shortfalls. In general, the earlier
that any such loss or shortfall occurs, the greater will be the negative effect
on yield for any Class of Certificates that is required to bear the effects
thereof.
The amount of any losses or shortfalls in collections on the Mortgage
Assets in any Trust Fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support) will be allocated among
the respective Classes of Certificates of the related Series in the priority and
manner, and subject to the limitations, specified in the related Prospectus
Supplement. As described in the related Prospectus Supplement, such allocations
may be effected by (i) a reduction in the entitlements to interest and/or the
aggregate Certificate Principal Balances of one or more such Classes of
Certificates and/or (ii) establishing a priority of payments among such Classes
of Certificates.
The yield to maturity on a Class of Subordinate Certificates may be
extremely sensitive to losses and shortfalls in collections on the Mortgage
Loans in the related Trust Fund.
Additional Certificate Amortization. In addition to entitling the
holders thereof to a specified portion (which may during specified periods range
from none to all) of the principal payments received on the Mortgage Assets in
the related Trust Fund, one or more Classes of Certificates of any Series,
including one or more Classes of Offered Certificates of such Series, may
provide for distributions of principal thereof from (i) amounts attributable to
interest accrued but not currently distributable on one or more Classes of
Accrual Certificates, (ii) Excess Funds or (iii) any other amounts described in
the related Prospectus Supplement. Unless otherwise specified in the related
Prospectus Supplement, "Excess Funds" will, in general, represent that portion
of the amounts distributable in respect of the Certificates of any Series on any
Distribution Date that represent (i) interest received or advanced on the
Mortgage Assets in the related Trust Fund that is in excess of the interest
currently accrued on the Certificates of such Series, or (ii) Prepayment
Premiums, payments from Equity Participations or any other amounts received on
the Mortgage Assets in the related Trust Fund that do not constitute interest
thereon or principal thereof.
The amortization of any Class of Certificates out of the sources
described in the preceding paragraph would shorten the weighted average life of
such Certificates and, if such Certificates were purchased at a premium, reduce
the yield thereon. The related Prospectus Supplement will discuss the relevant
factors to be considered in determining whether distributions of principal of
any Class of Certificates out of such sources is likely to have any material
effect on the rate at which such Certificates are amortized and the consequent
yield with respect thereto.
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THE DEPOSITOR
The Depositor was incorporated in the State of Delaware on July 10,
1997 and is a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette Inc., a
Delaware corporation. The Depositor was organized, among other things, for the
purposes of issuing debt securities and establishing trusts, selling beneficial
interests therein and acquiring and selling mortgage assets to such trusts. The
principal executive offices of the Depositor are located at 277 Park Avenue, New
York, New York 10172. Its telephone number is (212) 892-3000. The Depositor does
not have and is not expected to have any significant assets.
DESCRIPTION OF THE CERTIFICATES
GENERAL
Each Series will represent the entire beneficial ownership interest in
the Trust Fund created pursuant to the related Pooling Agreement. As described
in the related Prospectus Supplement, the Certificates of each Series, including
the Offered Certificates of such Series, may consist of one or more Classes of
Certificates that, among other things: (i) provide for the accrual of interest
on the aggregate Certificate Principal Balance or Certificate Notional Amount
thereof at a fixed, variable or adjustable rate; (ii) constitute Senior
Certificates or Subordinate Certificates; (iii) constitute Stripped Interest
Certificates or Stripped Principal Certificates; (iv) provide for distributions
of interest thereon or principal thereof that commence only after the occurrence
of certain events, such as the retirement of one or more other Classes of
Certificates of such Series; (v) provide for distributions of principal thereof
to be made, from time to time or for designated periods, at a rate that is
faster (and, in some cases, substantially faster) or slower (and, in some cases,
substantially slower) than the rate at which payments or other collections of
principal are received on the Mortgage Assets in the related Trust Fund; (vi)
provide for distributions of principal thereof to be made, subject to available
funds, based on a specified principal payment schedule or other methodology; or
(vii) provide for distributions based on collections on the Mortgage Assets in
the related Trust Fund attributable to Prepayment Premiums and Equity
Participations.
If so specified in the related Prospectus Supplement, a Class of
Offered Certificates may have two or more component parts, each having
characteristics that are otherwise described herein as being attributable to
separate and distinct Classes. For example, a Class of Offered Certificates may
have an aggregate Certificate Principal Balance on which it accrues interest at
a fixed, variable or adjustable rate. Such Class of Offered Certificates may
also have certain characteristics attributable to Stripped Interest Certificates
insofar as it may also entitle the holders thereof to distributions of interest
accrued on an aggregate Certificate Notional Amount at a different fixed,
variable or adjustable rate. In addition, a Class of Certificates may accrue
interest on one portion of its aggregate Certificate Principal Balance or
Certificate Notional Amount at one fixed, variable or adjustable rate and on
another portion of its aggregate Certificate Principal Balance or Certificate
Notional Amount at a different fixed, variable or adjustable rate.
Each Class of Offered Certificates of a Series will be issued in
minimum denominations corresponding to the Certificate Principal Balances or, in
case of certain Classes of Stripped Interest Certificates or REMIC Residual
Certificates, Certificate Notional Amounts or percentage interests, specified in
the related Prospectus Supplement. As provided in the related Prospectus
Supplement, one or more Classes of Offered Certificates of any Series may be
issued in fully registered, definitive form (such Certificates, "Definitive
Certificates") or may be offered in book-entry format (such Certificates,
"Book-Entry Certificates") through the facilities of DTC. The Offered
Certificates of each Series (if issued as Definitive Certificates) may be
transferred or exchanged, subject to any restrictions on transfer described in
the related Prospectus Supplement, at the location specified in the
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related Prospectus Supplement, without the payment of any service charges, other
than any tax or other governmental charge payable in connection therewith.
Interests in a Class of Book-Entry Certificates will be transferred on the
book-entry records of DTC and its participating organizations. If so specified
in the related Prospectus Supplement, arrangements may be made for clearance and
settlement through CEDEL, S.A. or the Euroclear System, if they are participants
in DTC.
DISTRIBUTIONS
Distributions on the Certificates of each Series will be made on each
Distribution Date from the Available Distribution Amount for such Series and
such Distribution Date. Unless otherwise provided in the related Prospectus
Supplement, the "Available Distribution Amount" for any Series and any
Distribution Date will refer to the total of all payments or other collections
(or advances in lieu thereof) on, under or in respect of the Mortgage Assets and
any other assets included in the related Trust Fund that are available for
distribution to the holders of Certificates of such Series
("Certificateholders") on such date. The particular components of the Available
Distribution Amount for any Series and Distribution Date will be more
specifically described in the related Prospectus Supplement. In general, the
Distribution Date for a Series will be the 25th day of each month (or, if any
such 25th day is not a business day, the next succeeding business day),
commencing in the month immediately following the month in which such Series is
issued.
Except as otherwise specified in the related Prospectus Supplement,
distributions on the Certificates of each Series (other than the final
distribution in retirement of any such Certificate) will be made to the persons
in whose names such Certificates are registered at the close of business on the
last business day of the month preceding the month in which the applicable
Distribution Date occurs (the "Record Date"), and the amount of each
distribution will be determined as of the close of business on the date (the
"Determination Date") specified in the related Prospectus Supplement. All
distributions with respect to each Class of Certificates on each Distribution
Date will be allocated pro rata among the outstanding Certificates in such Class
in proportion to the respective Percentage Interests evidenced thereby unless
otherwise specified in the related Prospectus Supplement. Payments will be made
either by wire transfer in immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has provided the person required to make
such payments with wiring instructions no later than the related Record Date or
such other date specified in the related Prospectus Supplement (and, if so
provided in the related Prospectus Supplement, such Certificateholder holds
Certificates in the requisite amount or denomination specified therein), or by
check mailed to the address of such Certificateholder as it appears on the
Certificate Register; provided, however, that the final distribution in
retirement of any Class of Certificates (whether Definitive Certificates or
Book-Entry Certificates) will be made only upon presentation and surrender of
such Certificates at the location specified in the notice to Certificateholders
of such final distribution. The undivided percentage interest (the "Percentage
Interest") in any particular Class of Offered Certificates represented by any
Certificate of such Class will be equal to the percentage obtained by dividing
the initial Certificate Principal Balance or Certificate Notional Amount, as
applicable, of such Certificate by the initial aggregate Certificate Principal
Balance or Certificate Notional Amount, as the case may be, of such Class.
DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES
Each Class of Certificates of each Series (other than certain Classes
of Stripped Principal Certificates and certain Classes of REMIC Residual
Certificates that have no Pass-Through Rate) may have a different Pass-Through
Rate, which in each case may be fixed, variable or adjustable. The related
Prospectus Supplement will specify the Pass-Through Rate or, in the case of a
variable or adjustable Pass-Through Rate, the method for determining the
Pass-Through Rate, for each Class of Offered Certificates. Unless otherwise
specified in the related Prospectus Supplement, interest on the Certificates of
each Series will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.
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Distributions of interest in respect of any Class of Certificates
(other than a Class of Accrual Certificates, which will be entitled to
distributions of accrued interest commencing only on the Distribution Date, or
under the circumstances, specified in the related Prospectus Supplement, and
other than any Class of Stripped Principal Certificates or REMIC Residual
Certificates that is not entitled to any distributions of interest) will be made
on each Distribution Date based on the Accrued Certificate Interest for such
Class and such Distribution Date, subject to the sufficiency of that portion, if
any, of the Available Distribution Amount allocable to such Class on such
Distribution Date. Prior to the time interest is distributable on any Class of
Accrual Certificates, the amount of Accrued Certificate Interest otherwise
distributable on such Class will be added to the aggregate Certificate Principal
Balance thereof on each Distribution Date or otherwise deferred as described in
the related Prospectus Supplement. With respect to each Class of Certificates
(other than certain Classes of Stripped Interest Certificates and certain
Classes of REMIC Residual Certificates), the "Accrued Certificate Interest" for
each Distribution Date will be equal to interest at the applicable Pass-Through
Rate accrued for a specified period (generally the most recently ended calendar
month) on the aggregate Certificate Principal Balance of such Class of
Certificates outstanding immediately prior to such Distribution Date. Unless
otherwise provided in the related Prospectus Supplement, the Accrued Certificate
Interest for each Distribution Date with respect to a Class of Stripped Interest
Certificates will be similarly calculated except that it will accrue on an
aggregate Certificate Notional Amount that, in general, will either be (i) based
on the principal balances of some or all of the Mortgage Assets in the related
Trust Fund or (ii) equal to the aggregate Certificate Principal Balances of one
or more other Classes of Certificates of the same Series. Reference to a
Certificate Notional Amount with respect to a Stripped Interest Certificate is
solely for convenience in making certain calculations and does not represent the
right to receive any distributions of principal. If so specified in the related
Prospectus Supplement, the amount of Accrued Certificate Interest that is
otherwise distributable on (or, in the case of Accrual Certificates, that may
otherwise be added to the aggregate Certificate Principal Balance of) one or
more Classes of the Certificates of a Series may be reduced to the extent that
any Prepayment Interest Shortfalls, as described under "Yield and Maturity
Considerations--Certain Shortfalls in Collections of Interest", exceed the
amount of any sums that are applied to offset the amount of such shortfalls. The
particular manner in which such shortfalls will be allocated among some or all
of the Classes of Certificates of that Series will be specified in the related
Prospectus Supplement. The related Prospectus Supplement will also describe the
extent to which the amount of Accrued Certificate Interest that is otherwise
distributable on (or, in the case of Accrual Certificates, that may otherwise be
added to the aggregate Certificate Principal Balance of) a Class of Offered
Certificates may be reduced as a result of any other contingencies, including
delinquencies, losses and deferred interest on or in respect of the Mortgage
Assets in the related Trust Fund. Unless otherwise provided in the related
Prospectus Supplement, any reduction in the amount of Accrued Certificate
Interest otherwise distributable on a Class of Certificates by reason of the
allocation to such Class of a portion of any deferred interest on or in respect
of the Mortgage Assets in the related Trust Fund will result in a corresponding
increase in the aggregate Certificate Principal Balance of such Class. See "Risk
Factors--Effect of Prepayments on Average Life of Certificates" and "--Effect of
Prepayments on Yield of Certificates" and "Yield and Maturity
Considerations--Certain Shortfalls in Collections of Interest".
DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES
Each Class of Certificates of each Series (other than certain Classes
of Stripped Interest Certificates and certain Classes of REMIC Residual
Certificates) will have an aggregate Certificate Principal Balance, which, at
any time, will equal the then maximum amount that the holders of Certificates of
such Class will be entitled to receive as principal out of the future cash flow
on the Mortgage Assets and other assets included in the related Trust Fund. The
aggregate outstanding Certificate Principal Balance of a Class of Certificates
will be reduced by distributions of principal made thereon from time to time
and, if and to the extent so provided in the related Prospectus Supplement,
further by any losses incurred in respect of the related Mortgage Assets
allocated thereto from time to time. In turn, the outstanding aggregate
Certificate Principal Balance of a Class of Certificates may be increased as a
result of any deferred interest on or in respect of the related Mortgage Assets
being allocated thereto from time to time, and will be increased, in the case of
a Class of Accrual Certificates prior to the Distribution Date on which
distributions of interest thereon are required to commence, by the amount of any
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Accrued Certificate Interest in respect thereof (reduced as described above).
Unless otherwise specified in the related Prospectus Supplement, the initial
aggregate Certificate Principal Balance of all Classes of a Series will not be
greater than the aggregate outstanding principal balance of the related Mortgage
Assets as of the related Cut-off Date. The initial aggregate Certificate
Principal Balance of each Class of Offered Certificates will be specified in the
related Prospectus Supplement. As and to the extent described in the related
Prospectus Supplement, distributions of principal with respect to a Series will
be made on each Distribution Date to the holders of the Class or Classes of
Certificates of such Series entitled thereto until the Certificate Principal
Balances of such Certificates have been reduced to zero. Distributions of
principal with respect to one or more Classes of Certificates may be made at a
rate that is faster (and, in some cases, substantially faster) than the rate at
which payments or other collections of principal are received on the Mortgage
Assets in the related Trust Fund. Distributions of principal with respect to one
or more Classes of Certificates may not commence until the occurrence of certain
events, such as the retirement of one or more other Classes of Certificates of
the same Series, or may be made at a rate that is slower (and, in some cases,
substantially slower) than the rate at which payments or other collections of
principal are received on the Mortgage Assets in the related Trust Fund.
Distributions of principal with respect to one or more Classes of Certificates
(each such Class, a "Controlled Amortization Class") may be made, subject to
available funds, based on a specified principal payment schedule. Distributions
of principal with respect to one or more other Classes of Certificates (each
such Class, a "Companion Class") may be contingent on the specified principal
payment schedule for a Controlled Amortization Class of the same Series and the
rate at which payments and other collections of principal on the Mortgage Assets
in the related Trust Fund are received. Unless otherwise specified in the
related Prospectus Supplement, distributions of principal of any Class of
Offered Certificates will be made on a pro rata basis among all of the
Certificates of such Class.
DISTRIBUTIONS ON THE CERTIFICATES IN RESPECT OF PREPAYMENT PREMIUMS OR IN
RESPECT OF EQUITY PARTICIPATIONS.
If so provided in the related Prospectus Supplement, Prepayment
Premiums or payments in respect of Equity Participations received on or in
connection with the Mortgage Assets in any Trust Fund will be distributed on
each Distribution Date to the holders of the Class of Certificates of the
related Series entitled thereto in accordance with the provisions described in
such Prospectus Supplement. Alternatively, such items may be retained by the
Depositor or any of its affiliates or by any other specified person and/or may
be excluded as Trust Assets.
ALLOCATION OF LOSSES AND SHORTFALLS
The amount of any losses or shortfalls in collections on the Mortgage
Assets in any Trust Fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support) will be allocated among
the respective Classes of Certificates of the related Series in the priority and
manner, and subject to the limitations, specified in the related Prospectus
Supplement. As described in the related Prospectus Supplement, such allocations
may be effected by (i) a reduction in the entitlements to interest and/or the
aggregate Certificate Principal Balances of one or more such Classes of
Certificates and/or (ii) establishing a priority of payments among such Classes
of Certificates. See "Description of Credit Support".
ADVANCES IN RESPECT OF DELINQUENCIES
If and to the extent provided in the related Prospectus Supplement, if
a Trust Fund includes Mortgage Loans, the Master Servicer, the Special Servicer,
the Trustee, any provider of Credit Support and/or any other specified person
may be obligated to advance, or have the option of advancing, on or before each
Distribution
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Date, from its or their own funds or from excess funds held in the related
Certificate Account that are not part of the Available Distribution Amount for
the related Series for such Distribution Date, an amount up to the aggregate of
any payments of principal (other than the principal portion of any balloon
payments) and interest that were due on or in respect of such Mortgage Loans
during the related Due Period and were delinquent on the related Determination
Date.
Advances are intended to maintain a regular flow of scheduled interest
and principal payments to holders of the Class or Classes of Certificates
entitled thereto, rather than to guarantee or insure against losses.
Accordingly, all advances made out of a specific entity's own funds will be
reimbursable out of related recoveries on the Mortgage Loans (including amounts
drawn under any fund or instrument constituting Credit Support) with respect to
which such advances were made (as to any Mortgage Loan, "Related Proceeds") and
such other specific sources as may be identified in the related Prospectus
Supplement, including, in the case of a Series that includes one or more Classes
of Subordinate Certificates, if so identified, collections on other Mortgage
Assets in the related Trust Fund that would otherwise be distributable to the
holders of one or more Classes of such Subordinate Certificates. No advance will
be required to be made by a Master Servicer, Special Servicer or Trustee if, in
the judgment of the Master Servicer, Special Servicer or Trustee, as the case
may be, such advance would not be recoverable from Related Proceeds or another
specifically identified source (any such advance, a "Nonrecoverable Advance");
and, if previously made by a Master Servicer, Special Servicer or Trustee, a
Nonrecoverable Advance will be reimbursable thereto from any amounts in the
related Certificate Account prior to any distributions being made to the related
Series of Certificateholders.
If advances have been made by a Master Servicer, Special Servicer,
Trustee or other entity from excess funds in a Certificate Account, such Master
Servicer, Special Servicer, Trustee or other entity, as the case may be, will be
required to replace such funds in such Certificate Account on or prior to any
future Distribution Date to the extent that funds in such Certificate Account on
such Distribution Date are less than payments required to be made to the related
Series of Certificateholders on such date. If so specified in the related
Prospectus Supplement, the obligation of a Master Servicer, Special Servicer,
Trustee or other entity to make advances may be secured by a cash advance
reserve fund or a surety bond. If applicable, information regarding the
characteristics of, and the identity of any obligor on, any such surety bond,
will be set forth in the related Prospectus Supplement.
If and to the extent so provided in the related Prospectus Supplement,
any entity making advances will be entitled to receive interest on certain or
all of such advances for a specified period during which such advances are
outstanding at the rate specified in such Prospectus Supplement, and such entity
will be entitled to payment of such interest periodically from general
collections on the Mortgage Loans in the related Trust Fund prior to any payment
to the related Series of Certificateholders or as otherwise provided in the
related Pooling Agreement and described in such Prospectus Supplement.
The Prospectus Supplement for the Offered Certificates of any Series
evidencing an interest in a Trust Fund that includes MBS will describe any
comparable advancing obligation of a party to the related Pooling Agreement or
of a party to the related MBS Agreement.
REPORTS TO CERTIFICATEHOLDERS
On each Distribution Date, together with the distribution to the
holders of each Class of the Offered Certificates of a Series, a Master
Servicer, Manager or Trustee, as provided in the related Prospectus Supplement,
will forward to each such holder, a statement (a "Distribution Date Statement")
substantially in the form, or specifying the information, set forth in the
related Prospectus Supplement. In general, the Distribution Date Statement for
each Distribution Date will detail the distributions on the Certificates of the
related Series on such Distribution Date and the performance of the Mortgage
Assets in the related Trust Fund.
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Within a reasonable period of time after the end of each calendar year,
the Master Servicer, Manager or Trustee, as the case may be, for a Series will
be required to furnish to each person who at any time during the calendar year
was a holder of an Offered Certificate of such Series a statement containing
information regarding the principal, interest and other distributions on the
applicable Class of Offered Certificates, aggregated for such calendar year or
the applicable portion thereof during which such person was a Certificateholder.
Such obligation will be deemed to have been satisfied to the extent that
substantially comparable information is provided pursuant to any requirements of
the Code as are from time to time in force. See, however, "--Book-Entry
Registration and Definitive Certificates" below.
If the Trust Fund for a Series includes MBS, the ability of the related
Master Servicer, Manager or Trustee, as the case may be, to include in any
Distribution Date Statement information regarding the mortgage loans underlying
such MBS will depend on the reports received with respect to such MBS. In such
cases, the related Prospectus Supplement will describe the loan-specific
information to be included in the Distribution Date Statements that will be
forwarded to the holders of the Offered Certificates of that Series in
connection with distributions made to them.
VOTING RIGHTS
The voting rights evidenced by each Series (as to such Series, the
"Voting Rights") will be allocated among the respective Classes of Certificates
of such Series in the manner described in the related Prospectus Supplement.
Certificateholders will generally not have a right to vote, except with
respect to certain amendments to the related Pooling Agreement and as otherwise
specified in the related Prospectus Supplement. See "Description of the Pooling
Agreements--Amendment". The holders of specified amounts of Certificates of a
particular Series will have the right to act as a group to remove the related
Trustee and also upon the occurrence of certain events which if continuing would
constitute an Event of Default on the part of the related Master Servicer,
Special Servicer or REMIC Administrator. See "Description of the Pooling
Agreements--Events of Default", "--Rights Upon Event of Default" and
"--Resignation and Removal of the Trustee".
TERMINATION
The obligations created by the Pooling Agreement for each Series will
terminate following (i) the final payment or other liquidation of the last
Mortgage Asset subject thereto or the disposition of all property acquired upon
foreclosure of any Mortgage Loan subject thereto and (ii) the payment (or
provision for payment) to the Certificateholders of that Series of all amounts
required to be paid to them pursuant to such Pooling Agreement. Written notice
of termination of a Pooling Agreement will be given to each Certificateholder of
the related Series, and the final distribution will be made only upon
presentation and surrender of the Certificates of such Series at the location to
be specified in the notice of termination.
If so specified in the related Prospectus Supplement, the Certificates
of any Series may be subject to optional early retirement through the repurchase
of the Mortgage Assets in the related Trust Fund by the party or parties
specified therein, under the circumstances and in the manner set forth therein.
In addition, if so provided in the related Prospectus Supplement, upon
the reduction of the aggregate Certificate Principal Balance of a specified
Class or Classes of Certificates by a specified percentage or amount or upon a
specified date, a party designated therein may be authorized or required to
solicit bids for the purchase of all the Mortgage Assets of the related Trust
Fund, or of a sufficient portion of such Mortgage Assets to retire such Class or
Classes of Certificates, under the circumstances and in the manner set forth
therein. The solicitation
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of bids will be conducted in a commercially reasonable manner and, generally,
assets will be sold at their fair market value. Circumstances may arise in which
such fair market value may be less than the unpaid balance of the Mortgage Loans
sold and therefore, as a result of such a sale, the Certificateholders of one or
more Classes of Certificates may receive an amount less than the aggregate
Certificate Principal Balance of, and accrued unpaid interest on, their
Certificates.
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
If so provided in the Prospectus Supplement for the Offered
Certificates of any Series, one or more Classes of such Offered Certificates
will be offered in book-entry format through the facilities of DTC, and each
such Class will be represented by one or more global Certificates registered in
the name of DTC or its nominee. If so provided in the Prospectus Supplement,
arrangements may be made for clearance and settlement through the Euroclear
System or CEDEL, S.A., if they are participants in DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking corporation" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities for DTC Participants and facilitate the clearance
and settlement of securities transactions between DTC Participants through
electronic computerized book-entry changes in their accounts, thereby
eliminating the need for physical movement of securities certificates. DTC
Participants that maintain accounts with DTC include securities brokers and
dealers, banks, trust companies and clearing corporations and may include other
organizations. DTC is owned by a number of DTC Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as banks, brokers, dealers and trust companies that
directly or indirectly clear through or maintain a custodial relationship with a
DTC Participant that maintains as account with DTC. The rules applicable to DTC
and DTC Participants are on file with the Commission.
Purchases of Book-Entry Certificates under the DTC system must be made
by or through, and will be recorded on the records of, the brokerage firm, bank,
thrift institution or other financial intermediary (each, a "Financial
Intermediary") that maintains the beneficial owner's account for such purpose.
In turn, the Financial Intermediary's ownership of such Certificates will be
recorded on the records of DTC (or of a participating firm that acts as agent
for the Financial Intermediary, whose interest will in turn be recorded on the
records of DTC, if the beneficial owner's Financial Intermediary is not a DTC
Participant). Therefore, the beneficial owner must rely on the foregoing
procedures to evidence its beneficial ownership of such Certificates. The
beneficial ownership interest of the owner of a Book-Entry Certificate (a
"Certificate Owner") may only be transferred by compliance with the rules,
regulations and procedures of such Financial Intermediaries and DTC
Participants.
DTC has no knowledge of the actual Certificate Owners; DTC's records
reflect only the identity of the DTC Participants to whose accounts such
Certificates are credited, which may or may not be the Certificate Owners. The
DTC Participants will remain responsible for keeping account of their holdings
on behalf of their customers.
Conveyance of notices and other communications by DTC to DTC
Participants and by DTC Participants to Financial Intermediaries and Certificate
Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit DTC Participants' accounts on the related Distribution
Date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on such date.
Disbursement of such distributions by DTC Participants to Financial
Intermediaries and Certificate Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of
customers
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in bearer form or registered in "street name", and will be the responsibility of
each such DTC Participant (and not of DTC, the Depositor or any Trustee, Master
Servicer, Special Servicer or Manager), subject to any statutory or regulatory
requirements as may be in effect from time to time. Accordingly, under a
book-entry system, Certificate Owners may receive payments after the related
Distribution Date.
Unless otherwise provided in the related Prospectus Supplement, the
only "Certificateholder" (as such term is used in the related Pooling Agreement)
of Book-Entry Certificates will be the nominee of DTC, and the Certificate
Owners will not be recognized as Certificateholders under the Pooling Agreement.
Certificate Owners will be permitted to exercise the rights of
Certificateholders under the related Pooling Agreement only indirectly through
the DTC Participants who in turn will exercise their rights through DTC. The
Depositor has been informed that DTC will take action permitted to be taken by a
Certificateholder under a Pooling Agreement only at the direction of one or more
DTC Participants to whose account with DTC interests in the Book-Entry
Certificates are credited. DTC may take conflicting actions with respect to the
Book-Entry Certificates to the extent that such actions are taken on behalf of
Financial Intermediaries whose holdings include such Certificates.
Because DTC can act only on behalf of DTC Participants, who in turn act
on behalf of Financial Intermediaries and certain Certificate Owners, the
ability of a Certificate Owner to pledge its interest in Book-Entry Certificates
to persons or entities that do not participate in the DTC system, or otherwise
take actions in respect of its interest in Book-Entry Certificates, may be
limited due to the lack of a physical certificate evidencing such interest.
Unless otherwise specified in the related Prospectus Supplement,
Certificates initially issued in book-entry form will be issued as Definitive
Certificates to Certificate Owners or their nominees, rather than to DTC or its
nominee, only if (i) the Depositor advises the Trustee in writing that DTC is no
longer willing or able to discharge properly its responsibilities as depository
with respect to such Certificates and the Depositor is unable to locate a
qualified successor or (ii) the Depositor, at its option, elects to terminate
the book-entry system through DTC with respect to such Certificates. Upon the
occurrence of either of the events described in the preceding sentence, DTC will
be required to notify all DTC Participants of the availability through DTC of
Definitive Certificates. Upon surrender by DTC of the certificate or
certificates representing a Class of Book-Entry Certificates, together with
instructions for registration, the Trustee for the related Series or other
designated party will be required to issue to the Certificate Owners identified
in such instructions the Definitive Certificates to which they are entitled, and
thereafter the holders of such Definitive Certificates will be recognized as
"Certificateholders" under and within the meaning of the related Pooling
Agreement.
DESCRIPTION OF THE POOLING AGREEMENTS
GENERAL
The Certificates of each Series will be issued pursuant to a Pooling
Agreement. In general, the parties to a Pooling Agreement will include the
Depositor, the Trustee, the Master Servicer, the Special Servicer and, if one or
more REMIC elections have been made with respect to the Trust Fund, the REMIC
Administrator. However, a Pooling Agreement that relates to a Trust Fund that
includes MBS may include a Manager as a party, but may not include a Master
Servicer, Special Servicer or other servicer as a party. All parties to each
Pooling Agreement under which Certificates of a Series are issued will be
identified in the related Prospectus Supplement. If so specified in the related
Prospectus Supplement, the Mortgage Asset Seller or an affiliate thereof may
perform the functions of Master Servicer, Special Servicer, Manager or REMIC
Administrator. If so specified in the related Prospectus Supplement, the Master
Servicer may also perform the duties of Special Servicer, and the Master
Servicer, the Special Servicer or the Trustee may also perform the duties of
REMIC Administrator. Any party to a Pooling Agreement or any affiliate thereof
may own Certificates issued thereunder; however, except in limited circumstances
(including with respect to required consents to certain amendments to a Pooling
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Agreement), Certificates issued thereunder that are held by the Master Servicer
or Special Servicer for the related Series will not be allocated Voting Rights.
A form of a pooling and servicing agreement has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part.
However, the provisions of each Pooling Agreement will vary depending upon the
nature of the Certificates to be issued thereunder and the nature of the related
Trust Fund. The following summaries describe certain provisions that may appear
in a Pooling Agreement. The Prospectus Supplement for the Offered Certificates
of any Series will describe any provision of the related Pooling Agreement that
materially differs from the description thereof contained in this Prospectus.
The summaries herein do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all of the provisions of the
Pooling Agreement for each Series and the description of such provisions in the
related Prospectus Supplement. The Depositor will provide a copy of the Pooling
Agreement (without exhibits) that relates to any Series without charge upon
written request of a holder of a Certificate of such Series addressed to it at
its principal executive offices specified herein under "The Depositor".
ASSIGNMENT OF MORTGAGE ASSETS
General. At the time of initial issuance of any Series, the Depositor
will assign (or cause to be assigned) to the designated Trustee the Mortgage
Assets to be included in the related Trust Fund, together with, unless otherwise
specified in the related Prospectus Supplement, all principal and interest to be
received on or with respect to such Mortgage Assets after the related Cut-off
Date, other than principal and interest due on or before the related Cut-off
Date. The Trustee will, concurrently with such assignment, deliver the
Certificates of such Series to or at the direction of the Depositor in exchange
for the Mortgage Assets and the other assets to be included in the related Trust
Fund. Each Mortgage Asset will be identified in a schedule appearing as an
exhibit to the related Pooling Agreement. Such schedule generally will include
detailed information that pertains to each Mortgage Asset included in the
related Trust Fund, which information will typically include: (i) in the case of
a Mortgage Loan, the address of the related Mortgaged Property and type of such
property, the Mortgage Rate (and, if applicable, the applicable index, gross
margin, adjustment date and any rate cap information), the original and
remaining term to maturity, the amortization term, and the original and
outstanding principal balance; and (ii) in the case of an MBS, the outstanding
principal balance and the pass-through rate or coupon rate.
Delivery of Mortgage Loans. In addition, unless otherwise specified in
the related Prospectus Supplement, the Depositor will, as to each Mortgage Loan
to be included in a Trust Fund, deliver, or cause to be delivered, to the
related Trustee (or to a custodian appointed by the Trustee as described below)
the Mortgage Note endorsed, without recourse, either in blank or to the order of
such Trustee (or its nominee), the Mortgage with evidence of recording indicated
thereon (except for any Mortgage not returned from the public recording office),
an assignment of the Mortgage in blank or to the Trustee (or its nominee) in
recordable form, together with any intervening assignments of the Mortgage with
evidence of recording thereon (except for any such assignment not returned from
the public recording office), and, if applicable, any riders or modifications to
such Mortgage Note and Mortgage, together with certain other documents at such
times as set forth in the related Pooling Agreement. Such assignments may be
blanket assignments covering Mortgages on Mortgaged Properties located in the
same county, if permitted by law. Notwithstanding the foregoing, a Trust Fund
may include Mortgage Loans where the original Mortgage Note is not delivered to
the Trustee if the Depositor delivers, or causes to be delivered, to the related
Trustee (or such custodian) a copy or a duplicate original of the Mortgage Note,
together with an affidavit of the Depositor or a prior holder of such Mortgage
Note certifying that the original thereof has been lost or destroyed. In
addition, if the Depositor cannot deliver, with respect to any Mortgage Loan,
the Mortgage or any intervening assignment with evidence of recording thereon
concurrently with the execution and delivery of the related Pooling Agreement
because of a delay caused by the public recording office, the Depositor will
deliver, or cause to be delivered, to the related Trustee (or such custodian) a
true and correct photocopy of such Mortgage or assignment as submitted for
recording. The Depositor will deliver, or cause to be delivered, to the related
Trustee (or such custodian) such Mortgage or assignment with evidence of
recording indicated thereon after receipt thereof from the public recording
office. If the Depositor cannot deliver,
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with respect to any Mortgage Loan, the Mortgage or any intervening assignment
with evidence of recording thereon concurrently with the execution and delivery
of the related Pooling Agreement because such Mortgage or assignment has been
lost, the Depositor will deliver, or cause to be delivered, to the related
Trustee (or such custodian) a true and correct photocopy of such Mortgage or
assignment with evidence of recording thereon. Unless otherwise specified in the
related Prospectus Supplement, assignments of Mortgage to the Trustee (or its
nominee) will be recorded in the appropriate public recording office, except in
states where, in the opinion of counsel acceptable to the Trustee, such
recording is not required to protect the Trustee's interests in the Mortgage
Loan against the claim of any subsequent transferee or any successor to or
creditor of the Depositor or the originator of such Mortgage Loan.
The Trustee (or a custodian appointed by the Trustee) for a Series will
be required to review the Mortgage Loan documents delivered to it within a
specified period of days after receipt thereof, and the Trustee (or such
custodian) will hold such documents in trust for the benefit of the
Certificateholders of such Series.
The Trustee will be authorized at any time to appoint one or more
custodians pursuant to a custodial agreement to hold title to the Mortgage Loans
in any Trust Fund and to maintain possession of and, if applicable, to review
the documents relating to such Mortgage Loans, in any case as the agent of the
Trustee.
Delivery of MBS. Unless otherwise specified in the related Prospectus
Supplement, the related Pooling Agreement will provide that such steps will be
taken as will be necessary to cause the Trustee to become the registered owner
of each MBS which is included in a Trust Fund and to provide for all
distributions on each such MBS to be made either directly to the Trustee or to
an MBS Administrator other than the Trustee, if any.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE ASSETS; REPURCHASES AND
OTHER REMEDIES
Unless otherwise provided in the Prospectus Supplement for the Offered
Certificates of any Series, the Depositor will, with respect to each Mortgage
Asset in the related Trust Fund, make or assign, or cause to be made or
assigned, certain representations and warranties (the person making such
representations and warranties, the "Warranting Party") covering, by way of
example: (i) the accuracy of the information set forth for such Mortgage Asset
on the schedule of Mortgage Loans appearing as an exhibit to the related Pooling
Agreement; (ii) the Warranting Party's title to the Mortgage Loan and the
authority of the Warranting Party to sell the Mortgage Loan; and (iii) in the
case of a Mortgage Loan, the enforceability of the related Mortgage Note and
Mortgage, the existence of title insurance insuring the lien priority of the
related Mortgage, the payment status of the Mortgage Loan and the delivery of
all documents required to be delivered with respect to the Mortgage Loan as
contemplated under "--Assignment of Mortgage Assets--Delivery of Mortgage Loans"
above. It is expected that in most cases the Warranting Party will be the
Mortgage Asset Seller; however, the Warranting Party may also be the Depositor,
an affiliate of the Mortgage Asset Seller or the Depositor, the Master Servicer,
the Special Servicer or another person acceptable to the Depositor. The
Warranting Party, if other than the Mortgage Asset Seller, will be identified in
the related Prospectus Supplement.
Unless otherwise provided in the related Prospectus Supplement, each
Pooling Agreement will provide that the Master Servicer and/or Trustee will be
required to notify promptly any Warranting Party of any breach of any
representation or warranty made by it in respect of a Mortgage Asset that
materially and adversely affects the interests of the Certificateholders of the
related Series. If such Warranting Party cannot cure such breach within a
specified period following the date on which it was notified of such breach,
then, unless otherwise provided in the related Prospectus Supplement, it will be
obligated to repurchase such Mortgage Asset from the Trustee at a price not less
than the unpaid principal balance of such Mortgage Asset as of the date of
purchase, together with interest thereon at the related Mortgage Rate (or, in
the case of an MBS, at the related pass-through rate or coupon rate) to a date
on or about the date of purchase (in any event, the "Purchase Price"). If so
provided in the Prospectus Supplement for the Offered Certificates of any
Series, in lieu of repurchasing a Mortgage Asset as to which a breach has
occurred, a Warranting Party will have the option, exercisable upon certain
conditions and/or within a specified period after initial issuance of such
Series, to replace such Mortgage Asset with one or
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more other mortgage loans or mortgage-backed securities that conform to the
description of "Mortgage Asset" herein, in accordance with standards that will
be described in the Prospectus Supplement. Unless otherwise specified in the
related Prospectus Supplement, this repurchase or substitution obligation will
constitute the sole remedy available to holders of the Certificates of any
Series or to the related Trustee on their behalf for a breach of representation
and warranty by a Warranting Party, and no other person or entity will be
obligated to purchase or replace a Mortgage Asset if a Warranting Party defaults
on its obligation to do so.
In some cases, representations and warranties will have been made in
respect of a Mortgage Asset as of a date prior to the date upon which the
related Series is initially issued, and thus may not address events that may
occur following the date as of which they were made. The date as of which the
representations and warranties regarding the Mortgage Assets in any Trust Fund
were made will be specified in the related Prospectus Supplement.
COLLECTION AND OTHER SERVICING PROCEDURES WITH RESPECT TO MORTGAGE LOANS
Unless otherwise specified in the related Prospectus Supplement, the
Master Servicer and the Special Servicer for any Mortgage Asset Pool, directly
or through Sub-Servicers, will each be obligated under the related Pooling
Agreement to service and administer the Mortgage Loans in such Mortgage Asset
Pool for the benefit of the related Certificateholders, in accordance with
applicable law and further in accordance with the terms of such Pooling
Agreement, such Mortgage Loans and any instrument of Credit Support included in
the related Trust Fund. Subject to the foregoing, the Master Servicer and the
Special Servicer will each have full power and authority to do any and all
things in connection with such servicing and administration that it may deem
necessary and desirable.
As part of its servicing duties, each of the Master Servicer and the
Special Servicer will be required to make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans that it
services and will be obligated to follow such collection procedures as it would
follow with respect to mortgage loans that are comparable to such Mortgage Loans
and held for its own account, provided (i) such procedures are consistent with
the terms of the related Pooling Agreement and (ii) do not impair recovery under
any instrument of Credit Support included in the related Trust Fund. Consistent
with the foregoing, the Master Servicer and the Special Servicer will each be
permitted, in its discretion, unless otherwise specified in the related
Prospectus Supplement, to waive any Prepayment Premium, late payment charge or
other charge in connection with any Mortgage Loan.
The Master Servicer and the Special Servicer for any Trust Fund, either
separately or jointly, directly or through Sub-Servicers, will also be required
to perform as to the Mortgage Loans in such Trust Fund various other customary
functions of a servicer of comparable loans, including maintaining escrow or
impound accounts, if required under the related Pooling Agreement, for payment
of taxes, insurance premiums, ground rents and similar items, or otherwise
monitoring the timely payment of those items; attempting to collect delinquent
payments; supervising foreclosures; negotiating modifications; conducting
property inspections on a periodic or other basis; managing (or overseeing the
management of) Mortgaged Properties acquired on behalf of such Trust Fund
through foreclosure, deed-in-lieu of foreclosure or otherwise (each, an "REO
Property"); and maintaining servicing records relating to such Mortgage Loans.
The related Prospectus Supplement will specify when and the extent to which
servicing of a Mortgage Loan is to be transferred from the Master Servicer to
the Special Servicer. In general, and subject to the discussion in the related
Prospectus Supplement, a Special Servicer will be responsible for the servicing
and administration of: (i) Mortgage Loans that are delinquent in respect of a
specified number of scheduled payments; (ii) Mortgage Loans as to which the
related borrower has entered into or consented to bankruptcy, appointment of a
receiver or conservator or similar insolvency proceeding, or the related
borrower has become the subject of a decree or order for such a proceeding which
shall have remained in force undischarged or unstayed for a specified number of
days; and (iii) REO Properties. If so specified in the related Prospectus
Supplement, a Pooling Agreement also may provide that if a default on a Mortgage
Loan has occurred or, in the judgment of the related Master Servicer, a payment
default is reasonably foreseeable, the
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related Master Servicer may elect to transfer the servicing thereof, in whole or
in part, to the related Special Servicer. Unless otherwise provided in the
related Prospectus Supplement, when the circumstances no longer warrant a
Special Servicer's continuing to service a particular Mortgage Loan (e.g., the
related borrower is paying in accordance with the forbearance arrangement
entered into between the Special Servicer and such borrower), the Master
Servicer will resume the servicing duties with respect thereto. If and to the
extent provided in the related Pooling Agreement and described in the related
Prospectus Supplement, a Special Servicer may perform certain limited duties in
respect of Mortgage Loans for which the Master Servicer is primarily responsible
(including, if so specified, performing property inspections and evaluating
financial statements); and a Master Servicer may perform certain limited duties
in respect of any Mortgage Loan for which the Special Servicer is primarily
responsible (including, if so specified, continuing to receive payments on such
Mortgage Loan (including amounts collected by the Special Servicer), making
certain calculations with respect to such Mortgage Loan and making remittances
and preparing certain reports to the Trustee and/or Certificateholders with
respect to such Mortgage Loan. Unless otherwise specified in the related
Prospectus Supplement, the Master Servicer will be responsible for filing and
settling claims in respect of particular Mortgage Loans under any applicable
instrument of Credit Support. See "Description of Credit Support".
A mortgagor's failure to make required Mortgage Loan payments may mean
that operating income is insufficient to service the mortgage debt, or may
reflect the diversion of that income from the servicing of the mortgage debt. In
addition, a mortgagor that is unable to make Mortgage Loan payments may also be
unable to make timely payment of taxes and otherwise to maintain and insure the
related Mortgaged Property. In general, the related Special Servicer will be
required to monitor any Mortgage Loan that is in default, evaluate whether the
causes of the default can be corrected over a reasonable period without
significant impairment of the value of the related Mortgaged Property, initiate
corrective action in cooperation with the mortgagor if cure is likely, inspect
the related Mortgaged Property and take such other actions as it deems necessary
and appropriate. A significant period of time may elapse before the Special
Servicer is able to assess the success of any such corrective action or the need
for additional initiatives. The time within which the Special Servicer can make
the initial determination of appropriate action, evaluate the success of
corrective action, develop additional initiatives, institute foreclosure
proceedings and actually foreclose (or accept a deed to a Mortgaged Property in
lieu of foreclosure) on behalf of the Certificateholders of the related Series
may vary considerably depending on the particular Mortgage Loan, the Mortgaged
Property, the mortgagor, the presence of an acceptable party to assume the
Mortgage Loan and the laws of the jurisdiction in which the Mortgaged Property
is located. If a mortgagor files a bankruptcy petition, the Special Servicer may
not be permitted to accelerate the maturity of the Mortgage Loan or to foreclose
on the related Mortgaged Property for a considerable period of time. See
"Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws". Mortgagors may, from
time to time, request partial releases of the Mortgaged Properties, easements,
consents to alteration or demolition and other similar matters. In general, the
Master Servicer may approve such a request if it has determined, exercising its
business judgment in accordance with the applicable servicing standard, that
such approval will not adversely affect the security for, or the timely and full
collectability of, the related Mortgage Loan. Any fee collected by the Master
Servicer for processing such request will be retained by the Master Servicer as
additional servicing compensation.
In the case of Mortgage Loans secured by junior liens on the related
Mortgaged Properties, unless otherwise provided in the related Prospectus
Supplement, the Master Servicer will be required to file (or cause to be filed)
of record a request for notice of any action by a superior lienholder under the
Senior Lien for the protection of the related Trustee's interest, where
permitted by local law and whenever applicable state law does not require that a
junior lienholder be named as a party defendant in foreclosure proceedings in
order to foreclose such junior lienholder's equity of redemption. Unless
otherwise specified in the related Prospectus Supplement, the Master Servicer
also will be required to notify any superior lienholder in writing of the
existence of the Mortgage Loan and request notification of any action (as
described below) to be taken against the mortgagor or the Mortgaged Property by
the superior lienholder. If the Master Servicer is notified that any superior
lienholder has accelerated or intends to accelerate the obligations secured by
the related Senior Lien, or has declared or intends to declare a default under
the mortgage or the promissory note secured thereby, or has filed or intends to
file an election to have the related Mortgaged Property sold or foreclosed,
then, unless otherwise specified in the
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related Prospectus Supplement, the Master Servicer and the Special Servicer will
each be required to take, on behalf of the related Trust Fund, whatever actions
are necessary to protect the interests of the related Certificateholders and/or
to preserve the security of the related Mortgage Loan, subject to the
application of the REMIC Provisions (as defined herein). Unless otherwise
specified in the related Prospectus Supplement, the Master Servicer or Special
Servicer, as applicable, will be required to advance the necessary funds to cure
the default or reinstate the Senior Lien, if such advance is in the best
interests of the related Certificateholders and the Master Servicer or Special
Servicer, as applicable, determines such advances are recoverable out of
payments on or proceeds of the related Mortgage Loan.
SUB-SERVICERS
A Master Servicer or Special Servicer may delegate its servicing
obligations in respect of the Mortgage Loans serviced thereby to one or more
third-party servicers (each, a "Sub-Servicer"); provided that, unless otherwise
specified in the related Prospectus Supplement, such Master Servicer or Special
Servicer will remain obligated under the related Pooling Agreement. Unless
otherwise provided in the related Prospectus Supplement, each sub-servicing
agreement between a Master Servicer or Special Servicer, as applicable, and a
Sub-Servicer (a "Sub-Servicing Agreement") must provide for servicing of the
applicable Mortgage Loans consistent with the related Pooling Agreement. The
Master Servicer and Special Servicer in respect of any Mortgage Asset Pool will
each be required to monitor the performance of Sub-Servicers retained by it and
will have the right to remove a Sub-Servicer retained by it at any time it
considers such removal to be in the best interests of Certificateholders.
Unless otherwise provided in the related Prospectus Supplement, a
Master Servicer or Special Servicer will be solely liable for all fees owed by
it to any Sub-Servicer, irrespective of whether the Master Servicer's or Special
Servicer's compensation pursuant to the related Pooling Agreement is sufficient
to pay such fees. Each Sub-Servicer will be reimbursed by the Master Servicer or
Special Servicer, as the case may be, that retained it for certain expenditures
which it makes, generally to the same extent such Master Servicer or Special
Servicer would be reimbursed under a Pooling Agreement. See "--Certificate
Account" and "--Servicing Compensation and Payment of Expenses".
COLLECTION OF PAYMENTS ON MBS
Unless otherwise specified in the related Prospectus Supplement, the
MBS, if any, included in the Trust Fund for any Series will be registered in the
name of the Trustee. All distributions thereon will be made either directly to
the Trustee or to an MBS Administrator other than the Trustee, if any. Unless
otherwise specified in the related Prospectus Supplement, the related Pooling
Agreement will provide that, if the Trustee or such other MBS Administrator, as
applicable, has not received a distribution with respect to any MBS by a
specified day after the date on which such distribution was due and payable
pursuant to the terms of such MBS, the Trustee or such other MBS Administrator,
as applicable, is to request the issuer or guarantor, if any, of such MBS to
make such payment as promptly as possible and legally permitted and is to take
such legal action against such issuer or guarantor as the Trustee or such other
MBS Administrator, as applicable, deems appropriate under the circumstances,
including the prosecution of any claims in connection therewith. The reasonable
legal fees and expenses incurred by the Trustee or such other MBS Administrator,
as applicable, in connection with the prosecution of any such legal action will
be reimbursable thereto (with interest) out of the proceeds of any such action
and will be retained by the Trustee or such other MBS Administrator, as
applicable, prior to the deposit of any remaining proceeds in the Certificate
Account pending distribution thereof to Certificateholders of the affected
Series. In the event that the Trustee or such other MBS Administrator, as
applicable, has reason to believe that the proceeds of any such legal action may
be insufficient to reimburse it (with interest) for its projected legal fees and
expenses, the Trustee or such other MBS Administrator, as applicable, will
notify the Certificateholders of the affected Series that it is not obligated to
pursue any such available remedies unless adequate indemnity for its legal fees
and expenses is provided by such Certificateholders.
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CERTIFICATE ACCOUNT
General. The related Trustee and any related Master Servicer, Special
Servicer and/or Manager, as applicable, will establish and maintain, or cause to
be established and maintained, in respect of each Trust Fund, one or more
accounts (collectively, the "Certificate Account"), which will be established so
as to comply with the standards of each Rating Agency that has rated any one or
more Classes of Certificates of the related Series. A Certificate Account may be
maintained as an interest-bearing or a noninterest-bearing account and the funds
held therein may be invested pending each succeeding Distribution Date in United
States government securities and other obligations that are acceptable to each
Rating Agency that has rated any one or more Classes of Certificates of the
related Series ("Permitted Investments"). Unless otherwise provided in the
related Prospectus Supplement, any interest or other income earned on funds in a
Certificate Account will be paid to the related Trustee, Master Servicer,
Special Servicer and/or Manager, as applicable, as additional compensation. A
Certificate Account may be maintained with the related Trustee, Master Servicer,
Special Servicer, Manager or Mortgage Asset Seller or with a depository
institution that is an affiliate of any of the foregoing or of the Depositor,
provided that it complies with applicable Rating Agency standards. If permitted
by the applicable Rating Agency or Agencies, a Certificate Account may contain
funds relating to more than one series of mortgage pass-through certificates and
may contain other funds representing payments on mortgage assets owned by the
related Master Servicer or Special Servicer or serviced by either on behalf of
others.
Deposits. Unless otherwise provided in the related Pooling Agreement
and described in the related Prospectus Supplement, the following payments and
collections in respect of the Trust Assets included in any Trust Fund, that are
received or made by the Trustee, the Master Servicer, the Special Servicer, the
MBS Administrator or the Manager, as applicable, subsequent to the Cut-off Date
(other than payments due on or before the Cut-off Date), are to be deposited in
the Certificate Account for such Trust Fund within a certain period following
receipt (in the case of collections on or in respect of the Trust Assets) or
otherwise as provided in the related Pooling Agreement:
(i) if such Trust Fund includes Mortgage Loans, all payments
on account of principal, including principal prepayments, on such
Mortgage Loans;
(ii) if such Trust Fund includes Mortgage Loans, all payments
on account of interest on such Mortgage Loans, including any default
interest collected, in each case net of any portion thereof retained by
the Master Servicer or the Special Servicer as its servicing
compensation or as compensation to the Trustee;
(iii) if such Trust Fund includes Mortgage Loans, all proceeds
received under any hazard, title or other insurance policy that
provides coverage with respect to a Mortgaged Property or the related
Mortgage Loan or in connection with the full or partial condemnation of
a Mortgaged Property (other than proceeds applied to the restoration of
the property or released to the related borrower) ("Insurance Proceeds"
and "Condemnation Proceeds", respectively) and all other amounts
received and retained in connection with the liquidation of defaulted
Mortgage Loans or property acquired in respect thereof, by foreclosure
or otherwise (such amounts, together with those amounts listed in
clause (vii) below, "Liquidation Proceeds"), together with the net
operating income (less reasonable reserves for future expenses) derived
from the operation of any Mortgaged Properties acquired by the Trust
Fund through foreclosure or otherwise;
(iv) any amounts paid under any instrument or drawn from any
fund that constitutes Credit Support for the related Series;
(v) if such Trust Fund includes Mortgage Loans, any advances
made with respect to delinquent scheduled payments of principal and
interest on such Mortgage Loans;
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(vi) any amounts paid under any Cash Flow Agreement for the
related Series;
(vii) if such Trust Fund includes Mortgage Loans, all proceeds
of the purchase of any Mortgage Loan, or property acquired in respect
thereof, by the Depositor, any Mortgage Asset Seller or any other
specified person as described under "--Representations and Warranties
with respect to Mortgage Assets; Repurchases and Other Remedies", all
proceeds of the purchase of any defaulted Mortgage Loan as described
under "--Realization Upon Defaulted Mortgage Loans", and all proceeds
of any Mortgage Loan purchased as described under "Description of the
Certificates--Termination";
(viii) if such Trust Fund includes Mortgage Loans, and to the
extent that any such item does not constitute additional servicing
compensation to the Master Servicer or the Special Servicer and is not
otherwise retained by the Depositor or another specified person, any
payments on account of modification or assumption fees, late payment
charges, Prepayment Premiums or Equity Participations with respect to
the Mortgage Loans;
(ix) if such Trust Fund includes Mortgage Loans, all payments
required to be deposited in the Certificate Account with respect to any
deductible clause in any blanket insurance policy as described under
"--Hazard Insurance Policies";
(x) any amount required to be deposited by the Master
Servicer, the Special Servicer, the Manager or the Trustee in
connection with losses realized on investments for the benefit of the
Master Servicer, the Special Servicer, the Manager or the Trustee, as
the case may be, of funds held in the Certificate Account;
(xi) if such Trust Fund includes MBS, all payments on such
MBS;
(xii) if such Trust Fund includes MBS, all proceeds of the
purchase of any MBS by the Depositor or any other specified person as
described under "--Representations and Warranties with respect to
Mortgage Assets; Repurchases and Other Remedies" and all proceeds of
any MBS purchased as described under "Description of the
Certificates--Termination"; and
(xiii) any other amounts received on or in respect of the
Mortgage Assets required to be deposited in the Certificate Account as
provided in the related Pooling Agreement and described in the related
Prospectus Supplement.
Withdrawals. Unless otherwise provided in the related Pooling Agreement
and described in the related Prospectus Supplement, a Trustee, Master Servicer,
Special Servicer or Manager, as applicable, in respect of any Trust Fund may
make withdrawals from the Certificate Account for such Trust Fund for any of the
following purposes:
(i) to make distributions to the Certificateholders on each
Distribution Date;
(ii) if such Trust Fund includes Mortgage Loans, then as and
to the extent, and from the sources, described in the related
Prospectus Supplement, to pay the related Master Servicer or Special
Servicer any servicing fees and other compensation to which it is
entitled in respect of such Mortgage Loans and that was not previously
retained thereby;
(iii) if such Trust Fund includes Mortgage Loans, to reimburse
the related Master Servicer, the related Special Servicer or any other
specified person for unreimbursed advances of delinquent scheduled
payments of principal and interest made by it, and certain unreimbursed
servicing expenses incurred by it, with respect to such Mortgage Loans
and any properties acquired in respect thereof, such reimbursement to
be made out of amounts that represent late payments collected on the
particular
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Mortgage Loans, Liquidation Proceeds, Insurance Proceeds and
Condemnation Proceeds collected on the particular Mortgage Loans and
properties, and net operating income collected on the particular
properties, with respect to which such advances were made or such
expenses were incurred or out of amounts drawn under any form of Credit
Support with respect to such Mortgage Loans and properties, or if in
the judgment of the Master Servicer, the Special Servicer or such other
person, as applicable, such advances and/or expenses will not be
recoverable from such amounts, such reimbursement to be made from
amounts collected on other Mortgage Assets in the same Trust Fund or,
if and to the extent so provided by the related Pooling Agreement and
described in the related Prospectus Supplement, only from that portion
of amounts collected on such other Mortgage Assets that is otherwise
distributable on one or more Classes of Subordinate Certificates of the
related Series;
(iv) if and to the extent, and from the sources, described in
the related Prospectus Supplement, to pay the related Master Servicer,
the related Special Servicer or any other specified person interest
accrued on the advances and servicing expenses, if any, described in
clause (iii) above made or incurred by it while such advances and
servicing expenses remain outstanding and unreimbursed;
(v) if such Trust Fund includes Mortgage Loans, to pay any
servicing expenses not otherwise required to be advanced by the related
Master Servicer, the related Special Servicer or any other specified
person, including, if applicable, costs and expenses incurred by the
Trust Fund for environmental site assessments performed with respect to
Mortgaged Properties that constitute security for defaulted Mortgage
Loans, and for any containment, clean-up or remediation of hazardous
wastes and materials present on such Mortgaged Properties, as described
below under "--Realization Upon Defaulted Mortgage Loans";
(vi) to reimburse the Depositor, the related Trustee, any
related Master Servicer, Special Servicer, REMIC Administrator or
Manager and/or any of their respective directors, officers, employees
and agents, as the case may be, for certain expenses, costs and
liabilities incurred thereby, as and to the extent described below
under "--Certain Matters Regarding the Master Servicer, the Special
Servicer, the REMIC Administrator, the Manager and the Depositor" and
"--Certain Matters Regarding the Trustee";
(vii) if and to the extent, and from the sources, described in
the related Prospectus Supplement, to pay the fees of the related
Trustee and of any related REMIC Administrator, Manager, provider of
Credit Support and obligor on a Cash Flow Agreement;
(viii) if and to the extent, and from the sources, described
in the related Prospectus Supplement, to reimburse prior draws on any
form of Credit Support in respect of the related Series;
(ix) to pay the related Master Servicer, the related Special
Servicer, the related Manager and/or the related Trustee, as
appropriate, interest and investment income earned in respect of
amounts held in the Certificate Account as additional compensation;
(x) if one or more elections have been made to treat such
Trust Fund or designated portions thereof as a REMIC, to pay any
federal, state or local taxes imposed on the Trust Fund or its assets
or transactions, as and to the extent described under "Federal Income
Tax Consequences--REMICs --Prohibited Transactions Tax and Other
Taxes";
(xi) to pay for the cost of various opinions of counsel
obtained pursuant to the related Pooling Agreement for the benefit of
Certificateholders or otherwise in connection with the servicing or
administration of the related Trust Assets;
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(xii) to make any other withdrawals permitted by the related
Pooling Agreement and described in the related Prospectus Supplement;
and
(xiii) to clear and terminate the Certificate Account upon the
termination of the Trust Fund.
MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS
Unless otherwise specified in the related Prospectus Supplement, the
Master Servicer and the Special Servicer may each agree to modify, waive or
amend any term of any Mortgage Loan serviced by it in a manner consistent with
the applicable servicing standard to be described in the related Prospectus
Supplement; provided that the modification, waiver or amendment (i) will not
affect the amount or timing of any scheduled payments of principal or interest
on the Mortgage Loan, and (ii) will not, in the judgment of the Master Servicer
or the Special Servicer, as the case may be, materially impair the security for
the Mortgage Loan or reduce the likelihood of timely payment of amounts due
thereon. Unless otherwise provided in the related Prospectus Supplement, the
Special Servicer also may agree to any other modification, waiver or amendment
if, in its judgment (i) a material default on the Mortgage Loan has occurred or
a payment default is reasonably foreseeable, (ii) such modification, waiver or
amendment is reasonably likely to produce a greater recovery with respect to the
Mortgage Loan, taking into account the time value of money, than would
liquidation and (iii) such modification, waiver or amendment will not adversely
affect the coverage under any applicable instrument of Credit Support.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
If a default on a Mortgage Loan has occurred or, in the Special
Servicer's judgment, a payment default is imminent, the Special Servicer, on
behalf of the Trustee, may at any time institute foreclosure proceedings,
exercise any power of sale contained in the related Mortgage, obtain a deed in
lieu of foreclosure, or otherwise acquire title to the related Mortgaged
Property, by operation of law or otherwise. Unless otherwise specified in the
related Prospectus Supplement, the Special Servicer may not, however, acquire
title to any Mortgaged Property, have a receiver of rents appointed with respect
to any Mortgaged Property or take any other action with respect to any Mortgaged
Property that would cause the Trustee, for the benefit of the related Series of
Certificateholders, or any other specified person to be considered to hold title
to, to be a "mortgagee-in-possession" of, or to be an "owner" or an "operator"
of such Mortgaged Property within the meaning of certain federal environmental
laws, unless the Special Servicer has previously received a report prepared by a
person who regularly conducts environmental audits (which report will be an
expense of the Trust Fund) and either:
(i) such report indicates that (a) the Mortgaged Property is
in compliance with applicable environmental laws and regulations and
(b) there are no circumstances or conditions present at the Mortgaged
Property that have resulted in any contamination for which
investigation, testing, monitoring, containment, clean-up or
remediation could be required under any applicable environmental laws
and regulations; or
(ii) the Special Servicer, based solely (as to environmental
matters and related costs) on the information set forth in such report,
determines that taking such actions as are necessary to bring the
Mortgaged Property into compliance with applicable environmental laws
and regulations and/or taking the actions contemplated by clause (i)(b)
above, is reasonably likely to produce a greater recovery, taking into
account the time value of money, than not taking such actions. See
"Certain Legal Aspects of Mortgage Loans--Environmental
Considerations".
A Pooling Agreement may grant to the Master Servicer, the Special
Servicer, a provider of Credit Support and/or the holder or holders of certain
Classes of Certificates of the related Series a right of first refusal to
purchase from the Trust Fund, at a predetermined price (which, if less than the
Purchase Price specified herein, will be specified in the related Prospectus
Supplement), any Mortgage Loan as to which a specified number of scheduled
payments are delinquent. In addition, unless otherwise specified in the related
Prospectus Supplement,
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the Special Servicer may offer to sell any defaulted Mortgage Loan if and when
the Special Servicer determines, consistent with its normal servicing
procedures, that such a sale would produce a greater recovery, taking into
account the time value of money, than would liquidation of the related Mortgaged
Property. In the absence of any such sale, the Special Servicer will generally
be required to proceed against the related Mortgaged Property, subject to the
discussion above.
Unless otherwise provided in the related Prospectus Supplement, if
title to any Mortgaged Property is acquired by a Trust Fund as to which a REMIC
election has been made, the Special Servicer, on behalf of the Trust Fund, will
be required to sell the Mortgaged Property prior to the close of the third
taxable year following the taxable year in which the Trust Fund acquires such
Mortgaged Property, unless (i) the IRS grants an extension of time to sell such
property or (ii) the Trustee receives an opinion of independent counsel to the
effect that the holding of the property by the Trust Fund thereafter will not
result in the imposition of a tax on the Trust Fund or cause the Trust Fund (or
any designated portion thereof) to fail to qualify as a REMIC under the Code at
any time that any Certificate is outstanding. Subject to the foregoing and any
other tax-related limitations, the Special Servicer will generally be required
to attempt to sell any Mortgaged Property so acquired on the same terms and
conditions it would if it were the owner. Unless otherwise provided in the
related Prospectus Supplement, if title to any Mortgaged Property is acquired by
a Trust Fund as to which a REMIC election has been made, the Special Servicer
will also be required to ensure that the Mortgaged Property is administered so
that it constitutes "foreclosure property" within the meaning of Section
860G(a)(8) of the Code at all times. If the Trust Fund acquires title to any
Mortgaged Property, the Special Servicer, on behalf of the Trust Fund, may
retain an independent contractor to manage and operate such property. The
retention of an independent contractor, however, will not relieve the Special
Servicer of its obligation to manage such Mortgaged Property as required under
the related Pooling Agreement. The Special Servicer may be authorized to allow
the Trust Fund to incur a federal income or other tax if doing so would, in the
reasonable discretion of the Special Servicer, maximize the net after-tax
proceeds to Certificateholders.
If Liquidation Proceeds collected with respect to a defaulted Mortgage
Loan are less than the outstanding principal balance of the defaulted Mortgage
Loan plus interest accrued thereon plus the aggregate amount of reimbursable
expenses incurred by the Special Servicer and/or the Master Servicer in
connection with such Mortgage Loan, then, to the extent that such shortfall is
not covered by any instrument or fund constituting Credit Support, the Trust
Fund will realize a loss in the amount of such shortfall. The Special Servicer
and/or the Master Servicer will be entitled to reimbursement out of the
Liquidation Proceeds recovered on any defaulted Mortgage Loan, prior to the
distribution of such Liquidation Proceeds to Certificateholders, any and all
amounts that represent unpaid servicing compensation in respect of the Mortgage
Loan, unreimbursed servicing expenses incurred with respect to the Mortgage Loan
and any unreimbursed advances of delinquent payments made with respect to the
Mortgage Loan. In addition, if and to the extent set forth in the related
Prospectus Supplement, amounts otherwise distributable on the Certificates may
be further reduced by interest payable to the Master Servicer and/or Special
Servicer on such servicing expenses and advances.
If any Mortgaged Property suffers damage such that the proceeds, if
any, of the related hazard insurance policy are insufficient to restore fully
the damaged property, neither the Special Servicer nor the Master Servicer will
be required to expend its own funds to effect such restoration unless (and to
the extent not otherwise provided in the related Prospectus Supplement) it
determines (i) that such restoration will increase the proceeds to
Certificateholders on liquidation of the Mortgage Loan after reimbursement of
the Special Servicer or the Master Servicer, as the case may be, for its
expenses and (ii) that such expenses will be recoverable by it from related
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and/or amounts
drawn on any instrument or fund constituting Credit Support.
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HAZARD INSURANCE POLICIES
Unless otherwise specified in the related Prospectus Supplement, if a
Trust Fund includes Mortgage Loans, the related Pooling Agreement will require
the Master Servicer (or the Special Servicer with respect to Mortgage Loans
serviced thereby) to use reasonable efforts to cause each Mortgage Loan borrower
to maintain a hazard insurance policy that provides for such coverage as is
required under the related Mortgage or, if the Mortgage permits the holder
thereof to dictate to the borrower the insurance coverage to be maintained on
the related Mortgaged Property, such coverage as is consistent with the Master
Servicer's (or Special Servicer's) normal servicing procedures. Unless otherwise
specified in the related Prospectus Supplement, such coverage generally will be
in an amount equal to the lesser of the principal balance owing on such Mortgage
Loan and the replacement cost of the related Mortgaged Property. The ability of
a Master Servicer (or Special Servicer) to assure that hazard insurance proceeds
are appropriately applied may be dependent upon its being named as an additional
insured under any hazard insurance policy and under any other insurance policy
referred to below, or upon the extent to which information concerning covered
losses is furnished by borrowers. All amounts collected by a Master Servicer (or
Special Servicer) under any such policy (except for amounts to be applied to the
restoration or repair of the Mortgaged Property or released to the borrower in
accordance with the Master Servicer's (or Special Servicer's) normal servicing
procedures and/or to the terms and conditions of the related Mortgage and
Mortgage Note) will be deposited in the related Certificate Account. The Master
Servicer (or Special Servicer) may satisfy its obligation to cause each borrower
to maintain such a hazard insurance policy by maintaining a blanket policy
insuring against hazard losses on the Mortgage Loans in a Trust Fund. If such
blanket policy contains a deductible clause, the Master Servicer (or Special
Servicer) will be required, in the event of a casualty covered by such blanket
policy, to deposit in the related Certificate Account all additional sums that
would have been deposited therein under an individual policy but were not
because of such deductible clause.
In general, the standard form of fire and extended coverage policy
covers physical damage to or destruction of the improvements of the property by
fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and
civil commotion, subject to the conditions and exclusions specified in each
policy. Although the policies covering the Mortgaged Properties will be
underwritten by different insurers under different state laws in accordance with
different applicable state forms, and therefore will not contain identical terms
and conditions, most such policies typically do not cover any physical damage
resulting from war, revolution, governmental actions, floods and other
water-related causes, earth movement (including earthquakes, landslides and
mudflows), wet or dry rot, vermin and domestic animals. Accordingly, a Mortgaged
Property may not be insured for losses arising from any such cause unless the
related Mortgage specifically requires, or permits the holder thereof to
require, such coverage.
The hazard insurance policies covering the Mortgaged Properties will
typically contain co-insurance clauses that in effect require an insured at all
times to carry insurance of a specified percentage (generally 80% to 90%) of the
full replacement value of the improvements on the property in order to recover
the full amount of any partial loss. If the insured's coverage falls below this
specified percentage, such clauses generally provide that the insurer's
liability in the event of partial loss does not exceed the lesser of (i) the
replacement cost of the improvements less physical depreciation and (ii) such
proportion of the loss as the amount of insurance carried bears to the specified
percentage of the full replacement cost of such improvements.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Certain of the Mortgage Loans may contain a due-on-sale clause that
entitles the lender to accelerate payment of the Mortgage Loan upon any sale or
other transfer of the related Mortgaged Property made without the lender's
consent. Certain of the Mortgage Loans may also contain a due-on-encumbrance
clause that entitles the lender to accelerate the maturity of the Mortgage Loan
upon the creation of any other lien or encumbrance upon the Mortgaged Property.
Unless otherwise provided in the related Prospectus Supplement, the Master
Servicer (or Special Servicer) will determine whether to exercise any right the
Trustee may have under any such provision in a manner consistent with the Master
Servicer's (or Special Servicer's) normal servicing procedures.
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Unless otherwise specified in the related Prospectus Supplement, the Master
Servicer or Special Servicer, as applicable, will be entitled to retain as
additional servicing compensation any fee collected in connection with the
permitted transfer of a Mortgaged Property. See "Certain Legal Aspects of
Mortgage Loans-Due-on-Sale and Due-on-Encumbrance Provisions".
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Unless otherwise specified in the related Prospectus Supplement, a
Master Servicer's primary servicing compensation with respect to a Series will
come from the periodic payment to it of a specified portion of the interest
payments on each Mortgage Loan in the related Trust Fund, including Mortgage
Loans serviced by the related Special Servicer. If and to the extent described
in the related Prospectus Supplement, a Special Servicer's primary compensation
with respect to a Series may consist of any or all of the following components:
(i) a specified portion of the interest payments on each Mortgage Loan in the
related Trust Fund, whether or not serviced by it; (ii) an additional specified
portion of the interest payments on each Mortgage Loan then currently serviced
by it; and (iii) subject to any specified limitations, a fixed percentage of
some or all of the collections and proceeds received with respect to each
Mortgage Loan which was at any time serviced by it, including Mortgage Loans for
which servicing was returned to the Master Servicer. Insofar as any portion of
the Master Servicer's or Special Servicer's compensation consists of a specified
portion of the interest payments on a Mortgage Loan, such compensation will
generally be based on a percentage of the principal balance of such Mortgage
Loan outstanding from time to time and, accordingly, will decrease with the
amortization of the Mortgage Loan. As additional compensation, a Master Servicer
or Special Servicer may be entitled to retain all or a portion of late payment
charges, Prepayment Premiums, modification fees and other fees collected from
borrowers and any interest or other income that may be earned on funds held in
the related Certificate Account. A more detailed description of each Master
Servicer's and Special Servicer's compensation will be provided in the related
Prospectus Supplement. Any Sub-Servicer will receive as its sub-servicing
compensation a portion of the servicing compensation to be paid to the Master
Servicer or Special Servicer that retained such Sub-Servicer.
In addition to amounts payable to any Sub-Servicer, a Master Servicer
or Special Servicer may be required, to the extent provided in the related
Prospectus Supplement, to pay from amounts that represent its servicing
compensation certain expenses incurred in connection with the administration of
the related Trust Fund, including, without limitation, payment of the fees and
disbursements of independent accountants, payment of fees and disbursements of
the Trustee and any custodians appointed thereby and payment of expenses
incurred in connection with distributions and reports to Certificateholders.
Certain other expenses, including certain expenses related to Mortgage Loan
defaults and liquidations and, to the extent so provided in the related
Prospectus Supplement, interest on such expenses at the rate specified therein,
may be required to be borne by the Trust Fund.
EVIDENCE AS TO COMPLIANCE
Unless otherwise specified in the related Prospectus Supplement, if a
Trust Fund includes Mortgage Loans, the related Master Servicer and Special
Servicer will each be required, at its expense, to cause a firm of independent
public accountants to furnish to the Trustee, on or before a specified date in
each year, beginning the first such date that is at least a specified number of
months after the Cut-off Date, a statement generally to the effect that such
firm has examined such documents and records as it has deemed necessary and
appropriate relating to the Master Servicer's or Special Servicer's as the case
may be, servicing of the Mortgage Loans under the Pooling Agreement or 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 Master Servicer's or Special Servicer's, as the case may
be, duties under the Pooling Agreement until the end of such preceding calendar
year in the case of the first such statement) and that the assertion of the
management of the Master Servicer or Special Servicer, as the case may be, that
it maintained an effective internal control system over servicing of the
Mortgage Loans or similar mortgage loans is fairly stated in all material
respects, based
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upon established criteria, which statement meets the standards applicable to
accountants' reports intended for general distribution. In rendering its report
such firm may rely, as to the matters relating to the direct servicing of
commercial and multifamily mortgage loans by sub-servicers, upon comparable
reports of firms of independent public accountants rendered on the basis of
examinations conducted in accordance the same standards (rendered within one
year of such report) with respect to those sub-servicers. The Prospectus
Supplement may provide that additional reports of independent certified public
accountants relating to the servicing of mortgage loans may be required to be
delivered to the Trustee.
If a Trust Fund includes Mortgage Loans, the related Pooling Agreement
will also provide that, on or before a specified date in each year, beginning
the first such date that is at least a specified number of months after the
Cut-off Date, the Master Servicer and Special Servicer shall each deliver to the
related Trustee an annual statement signed by one or more officers of the Master
Servicer or the Special Servicer, as the case may be, to the effect that, to the
best knowledge of each such officer, the Master Servicer or the Special
Servicer, as the case may be, has fulfilled in all material respects its
obligations under the Pooling Agreement throughout the preceding year or, if
there has been a material default in the fulfillment of any such obligation,
such statement shall specify each such known default and the nature and status
thereof. Such statement may be provided as a single form making the required
statements as to more than one Pooling Agreement.
Unless otherwise specified in the related Prospectus Supplement, copies
of the annual accountants' statement and the annual statement of officers of a
Master Servicer or Special Servicer may be obtained by Certificateholders upon
written request to the Trustee.
CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE REMIC
ADMINISTRATOR, THE MANAGER AND THE DEPOSITOR
Unless otherwise specified in the Prospectus Supplement for a Series,
the related Pooling Agreement will permit any related Master Servicer, Special
Servicer, REMIC Administrator or Manager to resign from its obligations in such
capacity thereunder only upon (a) the appointment of, and the acceptance of such
appointment by, a successor thereto and receipt by the Trustee of written
confirmation from each applicable Rating Agency that such resignation and
appointment will not have an adverse effect on the rating assigned by such
Rating Agency to any Class of Certificates of such Series or (b) a determination
that such obligations 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. No such resignation will become effective until the Trustee or other
successor has assumed the obligations and duties of the resigning Master
Servicer, Special Servicer, REMIC Administrator or Manager, as the case may be,
under the related Pooling Agreement. Each Master Servicer, Special Servicer and,
if it receives distributions on MBS, Manager for a Trust Fund will be required
to maintain a fidelity bond and errors and omissions policy or their equivalent
that provides coverage against losses that may be sustained as a result of an
officer's or employee's misappropriation of funds or errors and omissions,
subject to certain limitations as to amount of coverage, deductible amounts,
conditions, exclusions and exceptions permitted by the related Pooling
Agreement.
Unless otherwise specified in the related Prospectus Supplement, each
Pooling Agreement will further provide that none of the Depositor, any related
Master Servicer, Special Servicer, REMIC Administrator or Manager, or any
director, officer, employee or agent of any of them will be under any liability
to the related Trust Fund or Certificateholders for any action taken, or not
taken, in good faith pursuant to such Pooling Agreement or for errors in
judgment; provided, however, that no such person or entity will be protected
against any liability that would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of obligations or
duties thereunder or by reason of reckless disregard of such obligations and
duties. Unless otherwise specified in the related Prospectus Supplement, each
Pooling Agreement will further provide that the Depositor, any related Master
Servicer, Special Servicer, REMIC Administrator and Manager, and any director,
officer, employee or agent of any of them will be entitled to indemnification by
the related Trust Fund against any loss, liability or expense incurred in
connection with any legal action that relates to such Pooling
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Agreement or the related Series; provided, however, that such indemnification
will not extend to any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of obligations or
duties under such Pooling Agreement, or by reason of reckless disregard of such
obligations or duties. In addition, each Pooling Agreement will provide that
neither the Depositor nor any related Master Servicer, Special Servicer, REMIC
Administrator or Manager will be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its respective
responsibilities under the Pooling Agreement or that in its opinion may involve
it in any ultimate expense or liability. However, any such party may be
permitted, in the exercise of its discretion, to undertake any such action that
it may deem necessary or desirable with respect to the enforcement and/or
protection of the rights and duties of the parties to the Pooling Agreement and
the interests of the related Series of Certificateholders thereunder. In such
event, the legal expenses and costs of such action, and any liability resulting
therefrom, will be expenses, costs and liabilities of the related Series of
Certificateholders, and the Depositor, the Master Servicer, the Special
Servicer, the REMIC Administrator or the Manager, as the case may be, will be
entitled to charge the related Certificate Account therefor.
Any person into which a Master Servicer, a Special Servicer, a REMIC
Administrator, a Manager or the Depositor may be merged or consolidated, or any
person resulting from any merger or consolidation to which a Master Servicer, a
Special Servicer, a REMIC Administrator, a Manager or the Depositor is a party,
or any person succeeding to the business of a Master Servicer, a Special
Servicer, a REMIC Administrator, a Manager or the Depositor, will be the
successor of the Master Servicer, the Special Servicer, the REMIC Administrator,
the Manager or the Depositor, as the case may be, under the related Pooling
Agreement.
Unless otherwise specified in the related Prospectus Supplement, a
REMIC Administrator will be entitled to perform any of its duties under the
related Pooling Agreement either directly or by or through agents or attorneys,
and the REMIC Administrator will not be responsible for any willful misconduct
or gross negligence on the part of any such agent or attorney appointed by it
with due care.
EVENTS OF DEFAULT
Unless otherwise provided in the Prospectus Supplement for the Offered
Certificates of any Series, "Events of Default" under the related Pooling
Agreement will include, without limitation, (i) any failure by a Master Servicer
or a Manager to distribute or cause to be distributed to the Certificateholders
of such Series, or to remit to the related Trustee for distribution to such
Certificateholders, any amount required to be so distributed or remitted, which
failure continues unremedied for five days after written notice thereof has been
given to the Master Servicer or the Manager, as the case may be, by any other
party to the related Pooling Agreement, or to the Master Servicer or the
Manager, as the case may be, with a copy to each other party to the related
Pooling Agreement, by Certificateholders entitled to not less than 25% (or such
other percentage specified in the related Prospectus Supplement) of the Voting
Rights for such Series; (ii) any failure by a Special Servicer to remit to the
related Master Servicer or Trustee, as applicable, any amount required to be so
remitted, which failure continues unremedied for five days after written notice
thereof has been given to the Special Servicer by any other party to the related
Pooling Agreement, or to the Special Servicer, with a copy to each other party
to the related Pooling Agreement, by the Certificateholders entitled to not less
than 25% (or such other percentage specified in the related Prospectus
Supplement) of the Voting Rights of such Series; (iii) any failure by a Master
Servicer, a Special Servicer or a Manager duly to observe or perform in any
material respect any of its other covenants or obligations under the related
Pooling Agreement, which failure continues unremedied for sixty days after
written notice thereof has been given to the Master Servicer, the Special
Servicer or the Manager, as the case may be, by any other party to the related
Pooling Agreement, or to the Master Servicer, the Special Servicer or the
Manager, as the case may be, with copy to each other party to the related
Pooling Agreement, by Certificateholders entitled to not less than 25% (or such
other percentage specified in the related Prospectus Supplement) of the Voting
Rights for such Series; (iv) any failure by a REMIC Administrator duly to
observe or perform in any material respect any of its covenants or obligations
under the related Pooling Agreement, which failure continues unremedied for
sixty days after written notice thereof has been given to the REMIC
Administrator by any other party to the related Pooling Agreement, or to the
REMIC Administrator, with a copy to each other party to the
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related Pooling Agreement, by Certificateholders entitled to not less than 25%
(or such other percentage specified in the related Prospectus Supplement) of the
Voting Rights for such Series; and (v) certain events of insolvency,
readjustment of debt, marshalling of assets and liabilities, or similar
proceedings in respect of or relating to a Master Servicer, a Special Servicer,
a Manager or a REMIC Administrator, and certain actions by or on behalf of any
such party indicating its insolvency or inability to pay its obligations.
Material variations to the foregoing Events of Default (other than to add
thereto or shorten cure periods or eliminate notice requirements) will be
specified in the related Prospectus Supplement.
RIGHTS UPON EVENT OF DEFAULT
If an Event of Default occurs with respect to a Master Servicer, a
Special Servicer, a Manager or a REMIC Administrator (other than the Trustee)
under a Pooling Agreement, then, in each and every such case, so long as the
Event of Default remains unremedied, and unless otherwise specified in the
related Prospectus Supplement, the Depositor or the Trustee will be authorized,
and at the direction of Certificateholders of the related Series entitled to not
less than 25% (or such other percentage specified in the related Prospectus
Supplement) of the Voting Rights for such Series, the Trustee will be required,
to terminate all of the rights and obligations of the defaulting party as Master
Servicer, Special Servicer, MBS Administrator or REMIC Administrator, as
applicable, under the Pooling Agreement, whereupon the Trustee (except under the
circumstances contemplated in the next paragraph) will succeed to all of the
responsibilities, duties and liabilities of the defaulting party as Master
Servicer, Special Servicer, Manager or REMIC Administrator, as applicable, under
the Pooling Agreement (except that if the defaulting party is required to make
advances thereunder regarding delinquent Mortgage Loans, but the Trustee is
prohibited by law from obligating itself to make such advances, or if the
related Prospectus Supplement so specifies, the Trustee will not be obligated to
make such advances) and will be entitled to similar compensation arrangements.
Unless otherwise specified in the related Prospectus Supplement, if the Trustee
is unwilling or unable so to act, it may (or, at the written request of
Certificateholders of the related Series entitled to not less than 51% (or such
other percentage specified in the related Prospectus Supplement) of the Voting
Rights for such Series, it will be required to) appoint, or petition a court of
competent jurisdiction to appoint, a loan servicing institution or other
appropriate entity that (unless otherwise provided in the related Prospectus
Supplement) is acceptable to each applicable Rating Agency to act as successor
to the Master Servicer, Special Servicer, Manager or REMIC Administrator, as the
case may be, under the Pooling Agreement. Pending such appointment, the Trustee
will be obligated to act in such capacity.
Notwithstanding the foregoing, if the same entity is acting as both
Trustee and REMIC Administrator, it may be removed in both such capacities as
described under "--Resignation and Removal of the Trustee" below.
No Certificateholder will have any right under a Pooling Agreement to
institute any proceeding with respect to such Pooling Agreement unless such
holder previously has given to the Trustee written notice of default and the
continuance thereof and unless the holders of Certificates of the related Series
entitled to not less than 25% of the Voting Rights for such Series have made
written request upon the Trustee to institute such proceeding in its own name as
Trustee thereunder and have offered to the Trustee reasonable indemnity and the
Trustee for sixty days after receipt of such request and indemnity has neglected
or refused to institute any such proceeding. However, the Trustee will be under
no obligation to exercise any of the trusts or powers vested in it by the
Pooling Agreement or to institute, conduct or defend any litigation thereunder
or in relation thereto at the request, order or direction of any of the holders
of Certificates covered by such Pooling Agreement, unless such
Certificateholders have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby.
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AMENDMENT
Except as otherwise specified in the related Prospectus Supplement,
each Pooling Agreement may be amended by the parties thereto, without the
consent of any of the holders of Certificates covered by such Pooling Agreement:
(i) to cure any ambiguity; (ii) to correct, modify or supplement any provision
therein which may be inconsistent with any other provision therein or to correct
any error; (iii) to add any other provisions with respect to matters or
questions arising thereunder which shall not be inconsistent with the provisions
thereof; (iv) if a REMIC election has been made with respect to any portion of
the related Trust Fund, to relax or eliminate any requirement thereunder imposed
by the provisions of the Code relating to REMICs if such provisions are amended
or clarified such that any such requirement may be relaxed or eliminated; (v) to
relax or eliminate any requirement thereunder imposed by the Securities Act or
the rules thereunder if the Securities Act or such rules are amended or
clarified such that any requirement may be relaxed or eliminated; (vi) if a
REMIC election has been made with respect to any portion of the related Trust
Fund, then, as evidenced by an opinion of counsel delivered to the related
Trustee and REMIC Administrator, 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 REMIC
created under such Pooling Agreement at least from the effective date of such
amendment, or 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 REMIC created under such Pooling Agreement; (vii) if a
REMIC election has been made with respect to any portion of the related Trust
Fund, to modify, add to or eliminate certain transfer restrictions relating to
REMIC Residual Certificates; or (viii) for any other purpose; provided that such
amendment of a Pooling Agreement (other than any amendment for any of the
specific purposes described in clauses (vi) and (vii) above) may 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 holder of
Certificates of the related Series; and provided further that any amendment
covered solely by clause (viii) above may not adversely affect the then current
rating assigned to any Class of Certificates of the related Series by any Rating
Agency, as evidenced by written confirmation to such effect from each applicable
Rating Agency obtained by or delivered to the Trustee.
Except as otherwise specified in the related Prospectus Supplement,
each Pooling Agreement may also be amended by the parties thereto, with the
consent of the holders of Certificates of the respective Classes affected
thereby evidencing, in the aggregate, not less than 66-2/3% (or such other
percentage specified in the related Prospectus Supplement) of the Voting Rights
allocated to such Classes, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of such Pooling
Agreement or of modifying in any manner the rights of the holders of
Certificates covered by such Pooling Agreement, except that no such amendment of
a Pooling Agreement may (i) reduce in any manner the amount of, or delay the
timing of, payments received on the related Mortgage Assets which are required
to be distributed on a Certificate of the related Series without the consent of
the holder of such Certificate, (ii) adversely affect in any material respect
the interests of the holders of any Class of Certificates of the related Series
in a manner other than as described in the immediately preceding clause (i)
without the consent of the holders of all Certificates of such Class or (iii)
modify the provisions of such Pooling Agreement relating to amendments thereof
without the consent of the holders of all Certificates of the related Series
then outstanding.
Notwithstanding the foregoing, if a REMIC election has been made with
respect to the related Trust Fund, the Trustee will not be required to consent
to any amendment to a Pooling Agreement without having first received an opinion
of counsel to the effect that such amendment or the exercise of any power
granted to any party to such Pooling Agreement or any other specified person in
accordance with such amendment will not result in the imposition of a tax on the
related Trust Fund or cause such Trust Fund (or any designated portion thereof)
to fail to qualify as a REMIC.
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LIST OF CERTIFICATEHOLDERS
Unless otherwise specified in the related Prospectus Supplement, upon
written request of three or more Certificateholders of record made for purposes
of communicating with other holders of Certificates of the same Series with
respect to their rights under the related Pooling Agreement, the Trustee or
other specified person will afford such Certificateholders access during normal
business hours to the most recent list of Certificateholders of that Series held
by such person. If such list is as of a date more than 90 days prior to the date
of receipt of such Certificateholders' request, then such person, if not the
registrar for the Certificates of such Series, will be required to request from
such registrar a current list and to afford such requesting Certificateholders
access thereto promptly upon receipt.
THE TRUSTEE
The Trustee under each Pooling Agreement will be named in the related
Prospectus Supplement. The commercial bank, national banking association,
banking corporation or trust company that serves as Trustee may have typical
banking relationships with the Depositor and its affiliates and with any Master
Servicer, Special Servicer or REMIC Administrator and its affiliates.
DUTIES OF THE TRUSTEE
The Trustee for each Series will make no representation as to the
validity or sufficiency of the related Pooling Agreement, the Certificates of
such Series or any underlying Mortgage Asset or related document and will not be
accountable for the use or application by or on behalf of any other party to the
related Pooling Agreement of any funds paid to such party in respect of the
Certificates or the Mortgage Assets. If no Event of Default has occurred and is
continuing, the Trustee for each Series will be required to perform only those
duties specifically required under the related Pooling Agreement. However, upon
receipt of any of the various certificates, reports or other instruments
required to be furnished to it pursuant to the related Pooling Agreement, a
Trustee will be required to examine such documents and to determine whether they
conform to the requirements of such agreement.
CERTAIN MATTERS REGARDING THE TRUSTEE
As and to the extent described in the related Prospectus Supplement,
the fees and normal disbursements of any Trustee may be the expense of the
related Master Servicer or other specified person or may be required to be borne
by the related Trust Fund.
Unless otherwise specified in the related Prospectus Supplement, the
Trustee for each Series will be entitled to indemnification, from amounts held
in the Certificate Account for such Series, for any loss, liability or expense
incurred by the Trustee in connection with the Trustee's acceptance or
administration of its trusts under the related Pooling Agreement; provided,
however, that such indemnification will not extend to any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross negligence
on the part of the Trustee in the performance of its obligations and duties
thereunder, or by reason of its reckless disregard of such obligations or
duties.
Unless otherwise specified in the related Prospectus Supplement, the
Trustee for each Series will be entitled to execute any of its trusts or powers
under the related Pooling Agreement or perform any of this duties thereunder
either directly or by or through agents or attorneys, and the Trustee will not
be responsible for any willful misconduct or gross negligence on the part of any
such agent or attorney appointed by it with due care.
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RESIGNATION AND REMOVAL OF THE TRUSTEE
The Trustee for any Series may resign at any time, in which event the
Depositor will be obligated to appoint a successor Trustee. The Depositor may
also remove the Trustee for any Series if such Trustee ceases to be eligible to
continue as such under the related Pooling Agreement or if such Trustee becomes
insolvent. Upon becoming aware of such circumstances, the Depositor will be
obligated to appoint a successor Trustee. Unless otherwise specified in the
related Prospectus Supplement, a Trustee may also be removed at any time by the
holders of Certificates of the applicable Series evidencing not less than 51%
(or such other percentage specified in the related Prospectus Supplement) of the
Voting Rights for such Series; provided that if such removal was without cause,
the Certificateholders effecting such removal may be responsible for any costs
and expenses incurred by the terminated Trustee in connection with its removal.
Any resignation or removal of a Trustee and appointment of a successor Trustee
will not become effective until acceptance of the appointment by the successor
Trustee. Notwithstanding anything herein to the contrary, if any entity is
acting as both Trustee and REMIC Administrator for any Series, then any
resignation or removal of such entity as Trustee will also constitute the
resignation or removal of such entity as REMIC Administrator, and the successor
Trustee will also serve as the successor REMIC Administrator as well.
DESCRIPTION OF CREDIT SUPPORT
GENERAL
Credit Support may be provided with respect to one or more Classes of
the Certificates of any Series or with respect to the related Mortgage Assets.
Credit Support may be in the form of a letter of credit, the subordination of
one or more other Classes of Certificates, the use of a surety bond, an
insurance policy or a guarantee, the establishment of one or more reserve funds,
or any combination of the foregoing. If and to the extent so provided in the
related Prospectus Supplement, any of the foregoing forms of Credit Support may
provide credit enhancement for more than one Series.
The Credit Support may not provide protection against all risks of loss
and will not guarantee payment to Certificateholders of all amounts to which
they are entitled under the related Pooling Agreement. If losses or shortfalls
occur that exceed the amount covered by the related Credit Support or that are
of a type not covered by such Credit Support, Certificateholders will bear their
allocable share of deficiencies. Moreover, if a form of Credit Support covers
the Offered Certificates of more than one Series and losses on the related
Mortgage Assets exceed the amount of such Credit Support, it is possible that
the holders of Offered Certificates of one (or more) such Series will be
disproportionately benefited by such Credit Support to the detriment of the
holders of Offered Certificates of one (or more) other such Series.
If Credit Support is provided with respect to one or more Classes of
Certificates of a Series, or with respect to the related Mortgage Assets, the
related Prospectus Supplement will include a description of (i) the nature and
amount of coverage under such Credit Support, (ii) any conditions to payment
thereunder not otherwise described herein, (iii) the conditions (if any) under
which the amount of coverage under such Credit Support may be reduced and under
which such Credit Support may be terminated or replaced and (iv) the material
provisions relating to such Credit Support. Additionally, the related Prospectus
Supplement will set forth certain information with respect to the obligor, if
any, under any instrument of Credit Support. See "Risk Factors--Credit Support
Limitations".
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SUBORDINATE CERTIFICATES
If so specified in the related Prospectus Supplement, one or more
Classes of Certificates of a Series may be Subordinate Certificates. To the
extent specified in the related Prospectus Supplement, the rights of the holders
of Subordinate Certificates to receive distributions from the Certificate
Account on any Distribution Date will be subordinated to the corresponding
rights of the holders of Senior Certificates. If so provided in the related
Prospectus Supplement, the subordination of a Class of Certificates may apply
only in the event of certain types of losses or shortfalls. The related
Prospectus Supplement will set forth information concerning the method and
amount of subordination provided by a Class or Classes of Subordinate
Certificates in a Series and the circumstances under which such subordination
will be available.
If the Mortgage Assets in any Trust Fund are divided into separate
groups, each supporting a separate Class or Classes of Certificates of the
related Series, Credit Support may be provided by cross-support provisions
requiring that distributions be made on Senior Certificates evidencing interests
in one group of Mortgage Assets prior to distributions on Subordinate
Certificates evidencing interests in a different group of Mortgage Assets within
the Trust Fund. The Prospectus Supplement for a Series that includes a
cross-support provision will describe the manner and conditions for applying
such provisions.
INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS
If so provided in the related Prospectus Supplement, Mortgage Loans
included in any Trust Fund will be covered for certain default risks by
insurance policies or guarantees. The related Prospectus Supplement will
describe the nature of such default risks and the extent of such coverage.
LETTER OF CREDIT
If so provided in the Prospectus Supplement for a Series, deficiencies
in amounts otherwise payable on such Certificates or certain Classes thereof
will be covered by one or more letters of credit, issued by a bank or other
financial institution specified in such Prospectus Supplement (the "Letter of
Credit Bank"). Under a letter of credit, the Letter of Credit Bank will be
obligated to honor draws thereunder in an aggregate fixed dollar amount, net of
unreimbursed payments thereunder, generally equal to a percentage specified in
the related Prospectus Supplement of the aggregate principal balance of some or
all of the related Mortgage Assets on the related Cut-off Date or of the initial
aggregate Certificate Principal Balance of one or more Classes of Certificates.
If so specified in the related Prospectus Supplement, the letter of credit may
permit draws only in the event of certain types of losses and shortfalls. The
amount available under the letter of credit will, in all cases, be reduced to
the extent of the unreimbursed payments thereunder and may otherwise be reduced
as described in the related Prospectus Supplement. The obligations of the Letter
of Credit Bank under the letter of credit for any Series will expire at the
earlier of the date specified in the related Prospectus Supplement or the
termination of the related Trust Fund.
CERTIFICATE INSURANCE AND SURETY BONDS
If so provided in the Prospectus Supplement for a Series, deficiencies
in amounts otherwise payable on such Certificates or certain Classes thereof
will be covered by insurance policies or surety bonds provided by one or more
insurance companies or sureties. Such instruments may cover, with respect to one
or more Classes of Certificates of the related Series, timely distributions of
interest or distributions of principal on the basis of a schedule of principal
distributions set forth in or determined in the manner specified in the related
Prospectus Supplement. The related Prospectus Supplement will describe any
limitations on the draws that may be made under any such instrument.
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RESERVE FUNDS
If so provided in the Prospectus Supplement for a Series, deficiencies
in amounts otherwise payable on such Certificates or certain Classes thereof
will be covered (to the extent of available funds) by one or more reserve funds
in which cash, a letter of credit, Permitted Investments, a demand note or a
combination thereof will be deposited, in the amounts specified in such
Prospectus Supplement. If so specified in the related Prospectus Supplement, the
reserve fund for a Series may also be funded over time by a specified amount of
certain collections received on the related Mortgage Assets.
Amounts on deposit in any reserve fund for a Series will be applied for
the purposes, in the manner, and to the extent specified in the related
Prospectus Supplement. If so specified in the related Prospectus Supplement,
reserve funds may be established to provide protection only against certain
types of losses and shortfalls. Following each Distribution Date, amounts in a
reserve fund in excess of any amount required to be maintained therein may be
released from the reserve fund under the conditions and to the extent specified
in the related Prospectus Supplement.
If so specified in the related Prospectus Supplement, amounts deposited
in any reserve fund will be invested in Permitted Investments. Unless otherwise
specified in the related Prospectus Supplement, any reinvestment income or other
gain from such investments will be credited to the related reserve fund for such
Series, and any loss resulting from such investments will be charged to such
reserve fund. However, such income may be payable to any related Master Servicer
or another service provider as additional compensation for its services. The
reserve fund, if any, for a Series will not be a part of the Trust Fund unless
otherwise specified in the related Prospectus Supplement.
CREDIT SUPPORT WITH RESPECT TO MBS
If so provided in the Prospectus Supplement for a Series, any MBS
included in the related Trust Fund and/or the related underlying mortgage loans
may be covered by one or more of the types of Credit Support described herein.
The related Prospectus Supplement will specify, as to each such form of Credit
Support, the information indicated above with respect thereto, to the extent
such information is material and available.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
The following discussion contains general summaries of certain legal
aspects of mortgage loans secured by commercial and multifamily residential
properties in the United States. Because such legal aspects are governed by
applicable state law (which laws may differ substantially), the summaries do not
purport to be complete, to reflect the laws of any particular state, or to
encompass the laws of all jurisdictions in which the security for the Mortgage
Loans (or mortgage loans underlying any MBS) is situated. Accordingly, the
summaries are qualified in their entirety by reference to the applicable laws of
those states. See "Description of the Trust Funds--Mortgage Loans". If a
significant percentage of Mortgage Loans (or mortgage loans underlying MBS), by
balance, are secured by properties in a particular state, relevant state laws,
to the extent they vary materially from this discussion, will be discussed in
the Prospectus Supplement. For purposes of the following discussion, "Mortgage
Loan" includes a mortgage loan underlying an MBS.
GENERAL
Each Mortgage Loan will be evidenced by a note or bond and secured by
an instrument granting a security interest in real property, which may be a
mortgage, deed of trust or a deed to secure debt, depending upon the prevailing
practice and law in the state in which the related Mortgaged Property is
located. Mortgages, deeds of trust and deeds to secure debt are herein
collectively referred to as "mortgages". A mortgage creates a lien upon, or
grants a title interest in, the real property covered thereby, and represents
the security for the repayment
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of the indebtedness customarily evidenced by a promissory note. The priority of
the lien created or interest granted will depend on the terms of the mortgage
and, in some cases, on the terms of separate subordination agreements or
intercreditor agreements with others that hold interests in the real property,
the knowledge of the parties to the mortgage and, generally, the order of
recordation of the mortgage in the appropriate public recording office. However,
the lien of a recorded mortgage will generally be subordinate to later-arising
liens for real estate taxes and assessments and other charges imposed under
governmental police powers.
TYPES OF MORTGAGE INSTRUMENTS
There are two parties to a mortgage: a mortgagor (the borrower and
usually the owner of the subject property) and a mortgagee (the lender). In
contrast, a deed of trust is a three-party instrument, among a trustor (the
equivalent of a borrower), a trustee to whom the real property is conveyed, and
a beneficiary (the lender) for whose benefit the conveyance is made. Under a
deed of trust, the trustor grants the property, irrevocably until the debt is
paid, in trust and generally with a power of sale, to the trustee to secure
repayment of the indebtedness evidenced by the related note. A deed to secure
debt typically has two parties, pursuant to which the borrower, or grantor,
conveys title to the real property to the grantee, or lender, generally with a
power of sale, until such time as the debt is repaid. In a case where the
borrower is a land trust, there would be an additional party because legal title
to the property is held by a land trustee under a land trust agreement for the
benefit of the borrower. At origination of a mortgage loan involving a land
trust, the borrower may execute a separate undertaking to make payments on the
mortgage note. In no event is the land trustee personally liable for the
mortgage note obligation. The mortgagee's authority under a mortgage, the
trustee's authority under a deed of trust and the grantee's authority under a
deed to secure debt are governed by the express provisions of the related
instrument, the law of the state in which the real property is located, certain
federal laws and, in some deed of trust transactions, the directions of the
beneficiary.
LEASES AND RENTS
Mortgages that encumber income-producing property often contain an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as landlord under each lease and
the income derived therefrom, while (unless rents are to be paid directly to the
lender) retaining a revocable license to collect the rents for so long as there
is no default. If the borrower defaults, the license terminates and the lender
is entitled to collect the rents. Local law may require that the lender take
possession of the property and/or obtain a court-appointed receiver before
becoming entitled to collect the rents.
In most states, hotel and motel room rates are considered accounts
receivable under the Uniform Commercial Code ("UCC"); in cases where hotels or
motels constitute loan security, the rates are generally pledged by the borrower
as additional security for the loan. In general, the lender must file financing
statements in order to perfect its security interest in the room rates and must
file continuation statements, generally every five years, to maintain perfection
of such security interest. In certain cases, Mortgage Loans secured by hotels or
motels may be included in a Trust Fund even if the security interest in the room
rates was not perfected or the requisite UCC filings were allowed to lapse. Even
if the lender's security interest in room rates is perfected under applicable
nonbankruptcy law, it will generally be required to commence a foreclosure
action or otherwise take possession of the property in order to enforce its
rights to collect the room rates following a default. In the bankruptcy setting,
however, the lender will be stayed from enforcing its rights to collect room
rates, but those room rates (in light of certain revisions to the Bankruptcy
Code which are effective for all bankruptcy cases commenced on or after October
22, 1994) constitute "cash collateral" and therefore cannot be used by the
bankruptcy debtor without a hearing or lender's consent and unless the lender's
interest in the room rates is given adequate protection (e.g., cash payment for
otherwise encumbered funds or a replacement lien on unencumbered property, in
either case equal in value to the amount of room rates that the debtor proposes
to use, or other similar relief). See "--Bankruptcy Laws".
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PERSONALTY
In the case of certain types of mortgaged properties, such as hotels,
motels and nursing homes, personal property (to the extent owned by the borrower
and not previously pledged) may constitute a significant portion of the
property's value as security. The creation and enforcement of liens on personal
property are governed by the UCC. Accordingly, if a borrower pledges personal
property as security for a mortgage loan, the lender generally must file UCC
financing statements in order to perfect its security interest therein, and must
file continuation statements, generally every five years, to maintain that
perfection. In certain cases, Mortgage Loans secured in part by personal
property may be included in a Trust Fund even if the security interest in such
personal property was not perfected or the requisite UCC filings were allowed to
lapse.
FORECLOSURE
General. Foreclosure is a legal procedure that allows the lender to
recover its mortgage debt by enforcing its rights and available legal remedies
under the mortgage. If the borrower defaults in payment or performance of its
obligations under the note or mortgage, the lender has the right to institute
foreclosure proceedings to sell the real property at public auction to satisfy
the indebtedness.
Foreclosure procedures vary from state to state. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and nonjudicial foreclosure pursuant to a power of sale granted in the mortgage
instrument. Other foreclosure procedures are available in some states, but they
are either infrequently used or available only in limited circumstances.
A foreclosure action is subject to most of the delays and expenses of
other lawsuits if defenses are raised or counterclaims are interposed, and
sometimes requires several years to complete.
Judicial Foreclosure. A judicial foreclosure proceeding is conducted in
a court having jurisdiction over the mortgaged property. Generally, the action
is initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the lender's
right to foreclose is contested, the legal proceedings can be time-consuming.
Upon successful completion of a judicial foreclosure proceeding, the court
generally issues a judgment of foreclosure and appoints a referee or other
officer to conduct a public sale of the mortgaged property, the proceeds of
which are used to satisfy the judgment. Such sales are made in accordance with
procedures that vary from state to state.
Equitable and Other Limitations on Enforceability of Certain
Provisions. United States courts have traditionally imposed general equitable
principles to limit the remedies available to lenders in foreclosure actions.
These principles are generally designed to relieve borrowers from the effects of
mortgage defaults perceived as harsh or unfair. Relying on such principles, a
court may alter the specific terms of a loan to the extent it considers
necessary to prevent or remedy an injustice, undue oppression or overreaching,
or may require the lender to undertake affirmative actions to determine the
cause of the borrower's default and the likelihood that the borrower will be
able to reinstate the loan. In some cases, courts have substituted their
judgment for the lender's and have required that lenders reinstate loans or
recast payment schedules in order to accommodate borrowers who are suffering
from a temporary financial disability. In other cases, courts have limited the
right of the lender to foreclose in the case of a nonmonetary default, such as a
failure to adequately maintain the mortgaged property or an impermissible
further encumbrance of the mortgaged property. Finally, some courts have
addressed the issue of whether federal or state constitutional provisions
reflecting due process concerns for adequate notice require that a borrower
receive notice in addition to statutorily-prescribed minimum notice. For the
most part, these cases have upheld the reasonableness of the notice provisions
or have found that a public sale under a mortgage providing for a power of sale
does not involve sufficient state action to trigger constitutional protections.
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In addition, some states may have statutory protection such as the
right of the borrower to reinstate mortgage loans after commencement of
foreclosure proceedings but prior to a foreclosure sale.
Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale pursuant to a power of sale
typically granted in the deed of trust. A power of sale may also be contained in
any other type of mortgage instrument if applicable law so permits. A power of
sale under a deed of trust allows a nonjudicial public sale to be conducted
generally following a request from the beneficiary/lender to the trustee to sell
the property upon default by the borrower and after notice of sale is given in
accordance with the terms of the mortgage and applicable state law. In some
states, prior to such sale, the trustee under the deed of trust must record a
notice of default and notice of sale and send a copy to the borrower and to any
other party who has recorded a request for a copy of a notice of default and
notice of sale. In addition, in some states the trustee must provide notice to
any other party having an interest of record in the real property, including
junior lienholders. A notice of sale must be posted in a public place and, in
most states, published for a specified period of time in one or more newspapers.
The borrower or junior lienholder may then have the right, during a
reinstatement period required in some states, to cure the default by paying the
entire actual amount in arrears (without regard to the acceleration of the
indebtedness), plus the lender's expenses incurred in enforcing the obligation.
In other states, the borrower or the junior lienholder is not provided a period
to reinstate the loan, but has only the right to pay off the entire debt to
prevent the foreclosure sale. Generally, state law governs the procedure for
public sale, the parties entitled to notice, the method of giving notice and the
applicable time periods.
Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the exact
status of title to the property (due to, among other things, redemption rights
that may exist) and because of the possibility that physical deterioration of
the property may have occurred during the foreclosure proceedings. Therefore, it
is common for the lender to purchase the mortgaged property for an amount equal
to the secured indebtedness and accrued and unpaid interest plus the expenses of
foreclosure, in which event the borrower's debt will be extinguished, or for a
lesser amount in order to preserve its right to seek a deficiency judgment if
such is available under state law and under the terms of the Mortgage Loan
documents. (The Mortgage Loans, however, may be nonrecourse. See "Risk
Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the
Mortgage Loans--Limited Recourse Nature of the Mortgage Loans".) Thereafter,
subject to the borrower's right in some states to remain in possession during a
redemption period, the lender will become the owner of the property and have
both the benefits and burdens of ownership, including the obligation to pay debt
service on any senior mortgages, to pay taxes, to obtain casualty insurance and
to make such repairs as are necessary to render the property suitable for sale.
The costs of operating and maintaining a commercial or multifamily residential
property may be significant and may be greater than the income derived from that
property. The lender also will commonly obtain the services of a real estate
broker and pay the broker's commission in connection with the sale or lease of
the property. Depending upon market conditions, the ultimate proceeds of the
sale of the property may not equal the lender's investment in the property.
Moreover, because of the expenses associated with acquiring, owning and selling
a mortgaged property, a lender could realize an overall loss on a mortgage loan
even if the mortgaged property is sold at foreclosure, or resold after it is
acquired through foreclosure, for an amount equal to the full outstanding
principal amount of the loan plus accrued interest. The holder of a junior
mortgage that forecloses on a mortgaged property does so subject to senior
mortgages and any other prior liens, and may be obliged to keep senior mortgage
loans current in order to avoid foreclosure of its interest in the property. In
addition, if the foreclosure of a junior mortgage triggers the enforcement of a
"due-on-sale" clause contained in a senior mortgage, the junior mortgagee could
be required to pay the full amount of the senior mortgage indebtedness or face
foreclosure.
Rights of Redemption. The purposes of a foreclosure action are to
enable the lender to realize upon its security and to bar the borrower, and all
persons who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their "equity of redemption". The doctrine
of equity of redemption provides that, until the property encumbered by a
mortgage has been sold in accordance with a properly conducted foreclosure and
foreclosure sale, those having interests that are subordinate to that of the
foreclosing lender have
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an equity of redemption and may redeem the property by paying the entire debt
with interest. Those having an equity of redemption must generally be made
parties and joined in the foreclosure proceeding in order for their equity of
redemption to be terminated.
The equity of redemption is a common-law (nonstatutory) right which
should be distinguished from post-sale statutory rights of redemption. In some
states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the
borrower and foreclosed junior lienors are given a statutory period in which to
redeem the property. In some states, statutory redemption may occur only upon
payment of the foreclosure sale price. In other states, redemption may be
permitted if the former borrower pays only a portion of the sums due. The effect
of a statutory right of redemption is to diminish the ability of the lender to
sell the foreclosed property because the exercise of a right of redemption would
defeat the title of any purchaser through a foreclosure. Consequently, the
practical effect of the redemption right is to force the lender to maintain the
property and pay the expenses of ownership until the redemption period has
expired. In some states, a post-sale statutory right of redemption may exist
following a judicial foreclosure, but not following a trustee's sale under a
deed of trust.
Anti-Deficiency Legislation. Some or all of the Mortgage Loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the Mortgaged Property and such other assets, if any, that were pledged to
secure the Mortgage Loan. However, even if a mortgage loan by its terms provides
for recourse to the borrower's other assets, a lender's ability to realize upon
those assets may be limited by state law. For example, in some states a lender
cannot obtain a deficiency judgment against the borrower following foreclosure
or sale under a deed of trust. A deficiency judgment is a personal judgment
against the former borrower equal to the difference between the net amount
realized upon the public sale of the real property and the amount due to the
lender. Other statutes may require the lender to exhaust the security afforded
under a mortgage before bringing a personal action against the borrower. In
certain other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting such security;
however, in some of those states, the lender, following judgment on such
personal action, may be deemed to have elected a remedy and thus may be
precluded from foreclosing upon the security. Consequently, lenders in those
states where such an election of remedy provision exists will usually proceed
first against the security. Finally, other statutory provisions, designed to
protect borrowers from exposure to large deficiency judgments that might result
from bidding at below-market values at the foreclosure sale, limit any
deficiency judgment to the excess of the outstanding debt over the fair market
value of the property at the time of the sale.
Leasehold Considerations. Mortgage Loans may be secured by a mortgage
on the borrower's leasehold interest in a ground lease. Leasehold mortgage loans
are subject to certain risks not associated with mortgage loans secured by a
lien on the fee estate of the borrower. The most significant of these risks is
that if the borrower's leasehold were to be terminated upon a lease default, the
leasehold mortgagee would lose its security. This risk may be lessened if the
ground lease requires the lessor to give the leasehold mortgagee notices of
lessee defaults and an opportunity to cure them, permits the leasehold estate to
be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure
sale, and contains certain other protective provisions typically included in a
"mortgageable" ground lease. Certain Mortgage Loans, however, may be secured by
ground leases which do not contain these provisions.
Cooperative Shares. Mortgage Loans may be secured by a security
interest on the borrower's ownership interest in shares, and the proprietary
leases appurtenant thereto, allocable to cooperative dwelling units that may be
vacant or occupied by nonowner tenants. Such loans are subject to certain risks
not associated with mortgage loans secured by a lien on the fee estate of a
borrower in real property. Such a loan typically is subordinate to the mortgage,
if any, on the Cooperative's building which, if foreclosed, could extinguish the
equity in the building and the proprietary leases of the dwelling units derived
from ownership of the shares of the Cooperative.
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Further, transfer of shares in a Cooperative are subject to various regulations
as well as to restrictions under the governing documents of the Cooperative, and
the shares may be canceled in the event that associated maintenance charges due
under the related proprietary leases are not paid. Typically, a recognition
agreement between the lender and the Cooperative provides, among other things,
the lender with an opportunity to cure a default under a proprietary lease.
Under the laws applicable in many states, "foreclosure" on Cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9
of the UCC and the security agreement relating to the shares. Article 9 of the
UCC requires that a sale be conducted in a "commercially reasonable" manner,
which may be dependent upon, among other things, the notice given the debtor and
the method, manner, time, place and terms of the sale. Article 9 of the UCC
provides that the proceeds of the sale will be applied first to pay the costs
and expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally provides
that the lender's right to reimbursement is subject to the right of the
Cooperative to receive sums due under the proprietary leases.
BANKRUPTCY LAWS
Operation of the Bankruptcy Code and related state laws may interfere
with or affect the ability of a lender to realize upon collateral and/or to
enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually
all actions (including foreclosure actions and deficiency judgment proceedings)
to collect a debt are automatically stayed upon the filing of the bankruptcy
petition and, often, no interest or principal payments are made during the
course of the bankruptcy case. The delay and the consequences thereof caused by
such automatic stay can be significant. Also, under the Bankruptcy Code, the
filing of a petition in bankruptcy by or on behalf of a junior lienor may stay
the senior lender from taking action to foreclose out such junior lien.
Under the Bankruptcy Code, provided certain substantive and procedural
safeguards protective of the lender are met, the amount and terms of a mortgage
loan secured by a lien on property of the debtor may be modified under certain
circumstances. For example, the outstanding amount of the loan may be reduced to
the then-current value of the property (with a corresponding partial reduction
of the amount of lender's security interest) pursuant to a confirmed plan or
lien avoidance proceeding, thus leaving the lender a general unsecured creditor
for the difference between such value and the outstanding balance of the loan.
Other modifications may include the reduction in the amount of each scheduled
payment, by means of a reduction in the rate of interest and/or an alteration of
the repayment schedule (with or without affecting the unpaid principal balance
of the loan), and/or by an extension (or shortening) of the term to maturity.
Some bankruptcy courts have approved plans, based on the particular facts of the
reorganization case, that effected the cure of a mortgage loan default by paying
arrearages over a number of years. Also, a bankruptcy court may permit a debtor,
through its rehabilitative plan, to reinstate a mortgage loan payment schedule
even if the lender has obtained a final judgment of foreclosure prior to the
filing of the debtor's petition.
Federal bankruptcy law may also have the effect of interfering with or
affecting the ability of a secured lender to enforce the borrower's assignment
of rents and leases related to the mortgaged property. Under the Bankruptcy
Code, a lender may be stayed from enforcing the assignment, and the legal
proceedings necessary to resolve the issue could be time-consuming, with
resulting delays in the lender's receipt of the rents. Recent amendments to the
Bankruptcy code, however, may minimize the impairment of the lender's ability to
enforce the borrower's assignment of rents and leases. In addition to the
inclusion of hotel revenues within the definition of "cash collateral" as noted
previously in the section entitled "--Leases and Rents", the amendments provide
that a pre-petition security interest in rents or hotel revenues is designed to
overcome those cases holding that a security interest in rents is unperfected
under the laws of certain states until the lender has taken some further action,
such as commencing foreclosure or obtaining a receiver prior to activation of
the assignment of rents.
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If a borrower's ability to make payment on a mortgage loan is dependent
on its receipt of rent payments under a lease of the related property, that
ability may be impaired by the commencement of a bankruptcy case relating to a
lessee under such lease. Under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a lessee results in a stay in bankruptcy against
the commencement or continuation of any state court proceeding for past due
rent, for accelerated rent, for damages or for a summary eviction order with
respect to a default under the lease that occurred prior to the filing of the
lessee's petition. In addition, the Bankruptcy Code generally provides that a
trustee or debtor-in-possession may, subject to approval of the court, (i)
assume the lease and retain it or assign it to a third party or (ii) reject the
lease. If the lease is assumed, the trustee or debtor-in-possession (or
assignee, if applicable) must cure any defaults under the lease, compensate the
lessor for its losses and provide the lessor with "adequate assurance" of future
performance. Such remedies may be insufficient, and any assurances provided to
the lessor may, in fact, be inadequate. If the lease is rejected, the lessor
will be treated as an unsecured creditor (except potentially to the extent of
any security deposit) with respect to its claim for damages for termination of
the lease. The Bankruptcy Code also limits a lessor's damages for lease
rejection to (a) the rent reserved by the lease (without regard to acceleration)
for the greater of one year, or 15%, not to exceed three years, of the remaining
term of the lease plus (b) unpaid rent to the earlier of the surrender of the
property or the lessee's bankruptcy filing.
ENVIRONMENTAL CONSIDERATIONS
General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties that
are or have been used for industrial, manufacturing, military or disposal
activity. Such environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In certain circumstances, a lender
may decide to abandon a contaminated mortgaged property as collateral for its
loan rather than foreclose and risk liability for clean-up costs.
Superlien Laws. Under the laws of many states, contamination on a
property may give rise to a lien on the property for clean-up costs. In several
states, such a lien has priority over all existing liens, including those of
existing mortgages. In these states, the lien of a mortgage may lose its
priority to such a "superlien".
CERCLA. The federal Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended ("CERCLA"), imposes strict liability on
present and past "owners" and "operators" of contaminated real property for the
costs of clean-up. A secured lender may be liable as an "owner" or "operator" of
a contaminated mortgaged property if agents or employees of the lender have
participated in the management of such mortgaged property or the operations of
the borrower. Such liability may exist even if the lender did not cause or
contribute to the contamination and regardless of whether the lender has
actually taken possession of a mortgaged property through foreclosure, deed in
lieu of foreclosure or otherwise. Moreover, such liability is not limited to the
original or unamortized principal balance of a loan or to the value of the
property securing a loan. Excluded from CERCLA's definition of "owner" or
"operator", however, is a person who without participating in the management of
the facility, holds indicia of ownership primarily to protect his security
interest. This is the so called "secured creditor exemption".
The Asset Conservation, Lender Liability and Deposit Insurance Act of
1996 (the "Lender Liability Act") amended, among other things, the provisions of
CERCLA with respect to lender liability and the secured creditor exemption. The
Lender Liability Act offers substantial protection to lenders by defining the
activities in which a lender can engage and still have the benefit of the
secured creditor exemption. In order for a lender to be deemed to have
participated in the management of a mortgaged property, the lender must actually
participate in the operational affairs of the property of the borrower. The
Lender Liability Act provides that "merely having the capacity to influence, or
unexercised right to control" operations does not constitute participation in
management. A lender will lose the protection of the secured creditor exemption
only if it exercises decision-making control over the borrower's environmental
compliance and hazardous substance
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handling and disposal practices, or assumes day-to-day management of operational
functions of the mortgaged property. The Lender Liability Act also provides that
a lender will continue to have the benefit of the secured creditor exemption
even if it forecloses on a mortgaged property, purchases it at a foreclosure
sale or accepts a deed-in-lieu of foreclosure provided that the lender seeks to
sell the mortgaged property at the earliest practicable commercially reasonable
time on commercially reasonable terms.
Certain Other Federal and State Laws. Many states have statutes similar
to CERCLA, and not all those statutes provide for a secured creditor exemption.
In addition, under federal law, there is potential liability relating to
hazardous wastes and underground storage tanks under the federal Resource
Conservation and Recovery Act.
Certain federal, state and local laws, regulations and ordinances
govern the management, removal, encapsulation or disturbance of
asbestos-containing materials ("ACMs"). Such laws, as well as common law
standards, may impose liability for releases of or exposure to ACMs and may
provide for third parties to seek recovery from owners or operators of real
properties for personal injuries associated with such releases.
Recent federal legislation will in the future require owners of
residential housing constructed prior to 1978 to disclose to potential residents
or purchasers any known lead-based paint hazards and will impose treble damages
for any failure to so notify. In addition, the ingestion of lead-based paint
chips or dust particles by children can result in lead poisoning, and the owner
of a property where such circumstances exist may be held liable for such
injuries and for the costs of removal or encapsulation of the lead-based paint.
Testing for lead-based paint or lead in the water was conducted with respect to
certain of the Mortgaged Properties, generally based on the age and/or condition
thereof.
In a few states, transfers of some types of properties are conditioned
upon cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to clean up the contamination before selling or
otherwise transferring the property.
Beyond statute-based environmental liability, there exist common law
causes of action (for example, actions based on nuisance or on toxic tort
resulting in death, personal injury or damage to property) related to hazardous
environmental conditions on a property. While it may be more difficult to hold a
lender liable in such cases, unanticipated or uninsured liabilities of the
borrower may jeopardize the borrower's ability to meet its loan obligations.
Federal, state and local environmental regulatory requirements change
often. It is possible that compliance with a new regulatory requirement could
impose significant compliance costs on a borrower. Such costs may jeopardize
the borrower's ability to meet its loan obligations.
Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard, but that individual or entity may be without
substantial assets. Accordingly, it is possible that such costs could become a
liability of the Trust Fund and occasion a loss to the Certificateholders.
To reduce the likelihood of such a loss, unless otherwise specified in
the related Prospectus Supplement, the Pooling Agreement will provide that
neither the Master Servicer nor the Special Servicer, acting on behalf of the
Trustee, may acquire title to a Mortgaged Property or take over its operation
unless the Special Servicer, based solely (as to environmental matters) on a
report prepared by a person who regularly conducts environmental audits, has
made the determination that certain conditions relating to environmental
matters, as described under "Description of the Pooling Agreements-Realization
Upon Defaulted Mortgage Loans", have been satisfied.
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If a lender forecloses on a mortgage secured by a property, the
operations on which are subject to environmental laws and regulations, the
lender will be required to operate the property in accordance with those laws
and regulations. Such compliance may entail substantial expense, especially in
the case of industrial or manufacturing properties.
In addition, a lender may be obligated to disclose environmental
conditions on a property to government entities and/or to prospective buyers
(including prospective buyers at a foreclosure sale or following foreclosure).
Such disclosure may decrease the amount that prospective buyers are willing to
pay for the affected property, sometimes substantially, and thereby decrease the
ability of the lender to recoup its investment in a loan upon foreclosure.
Environmental Site Assessments. In most cases, an environmental site
assessment of each Mortgaged Property will have been performed in connection
with the origination of the related Mortgage Loan or at some time prior to the
issuance of the related Certificates. Environmental site assessments, however,
vary considerably in their content, quality and cost. Even when adhering to good
professional practices, environmental consultants will sometimes not detect
significant environmental problems because to do an exhaustive environmental
assessment would be far too costly and time-consuming to be practical.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Certain of the Mortgage Loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate the
maturity of the loan if the borrower transfers or encumbers the related
Mortgaged Property. In recent years, court decisions and legislative actions
placed substantial restrictions on the right of lenders to enforce such clauses
in many states. However, the Garn-St Germain Depository Institutions Act of 1982
(the "Garn Act") generally preempts state laws that prohibit the enforcement of
due-on-sale clauses and permits lenders to enforce these clauses in accordance
with their terms, subject to certain limitations as set forth in the Garn Act
and the regulations promulgated thereunder. Accordingly, a Master Servicer may
nevertheless have the right to accelerate the maturity of a Mortgage Loan that
contains a "due-on-sale" provision upon transfer of an interest in the property,
without regard to the Master Servicer's ability to demonstrate that a sale
threatens its legitimate security interest.
JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS
If so provided in the related Prospectus Supplement, the Mortgage
Assets for a Series may include Mortgage Loans secured by junior liens, and the
loans secured by the related Senior Liens may not be included in the Mortgage
Asset Pool. The primary risk to holders of Mortgage Loans secured by junior
liens is the possibility that adequate funds will not be received in connection
with a foreclosure of the related Senior Liens to satisfy fully both the Senior
Liens and the Mortgage Loan. In the event that a holder of a Senior Lien
forecloses on a Mortgaged Property, the proceeds of the foreclosure or similar
sale will be applied first to the payment of court costs and fees in connection
with the foreclosure, second to real estate taxes, third in satisfaction of all
principal, interest, prepayment or acceleration penalties, if any, and any other
sums due and owing to the holder of the Senior Liens. The claims of the holders
of the Senior Liens will be satisfied in full out of proceeds of the liquidation
of the related Mortgaged Property, if such proceeds are sufficient, before the
Trust Fund as holder of the junior lien receives any payments in respect of the
Mortgage Loan. In the event that such proceeds from a foreclosure or similar
sale of the related Mortgaged Property are insufficient to satisfy all Senior
Liens and the Mortgage Loan in the aggregate, the Trust Fund, as the holder of
the junior lien, and, accordingly, holders of one or more Classes of the
Certificates of the related Series bear (i) the risk of delay in distributions
while a deficiency judgment against the borrower is obtained and (ii) the risk
of loss if the deficiency judgment is not realized upon. Moreover, deficiency
judgments may not be available in certain jurisdictions or the Mortgage Loan may
be nonrecourse.
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SUBORDINATE FINANCING
The terms of certain of the Mortgage Loans may not restrict the ability
of the borrower to use the Mortgaged Property as security for one or more
additional loans, or such restrictions may be unenforceable. Where a borrower
encumbers a mortgaged property with one or more junior liens, the senior lender
is subjected to additional risk. First, the borrower may have difficulty
servicing and repaying multiple loans. Moreover, if the subordinate financing
permits recourse to the borrower (as is frequently the case) and the senior loan
does not, a borrower may have more incentive to repay sums due on the
subordinate loan. Second, acts of the senior lender that prejudice the junior
lender or impair the junior lender's security may create a superior equity in
favor of the junior lender. For example, if the borrower and the senior lender
agree to an increase in the principal amount of or the interest rate payable on
the senior loan, the senior lender may lose its priority to the extent any
existing junior lender is harmed or the borrower is additionally burdened.
Third, if the borrower defaults on the senior loan and/or any junior loan or
loans, the existence of junior loans and actions taken by junior lenders can
impair the security available to the senior lender and can interfere with or
delay the taking of action by the senior lender. Moreover, the bankruptcy of a
junior lender may operate to stay foreclosure or similar proceedings by the
senior lender.
DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS
Notes and mortgages may contain provisions that obligate the borrower
to pay a late charge or additional interest if payments are not timely made, and
in some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In certain states, there are or may be specific
limitations upon the late charges which a lender may collect from a borrower for
delinquent payments. Certain states also limit the amounts that a lender may
collect from a borrower as an additional charge if the loan is prepaid. In
addition, the enforceability of provisions that provide for prepayment fees or
penalties upon an involuntary prepayment is unclear under the laws of many
states.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary
Control Act of 1980 ("Title V") provides that state usury limitations shall not
apply to certain types of residential (including multifamily) first mortgage
loans originated by certain lenders after March 31, 1980. Title V authorized any
state to reimpose interest rate limits by adopting, before April 1, 1983, a law
or constitutional provision that expressly rejects application of the federal
law. In addition, even where Title V is not so rejected, any state is authorized
by the law to adopt a provision limiting discount points or other charges on
mortgage loans covered by Title V. Certain states have taken action to reimpose
interest rate limits and/or to limit discount points or other charges.
No Mortgage Loan originated in any state in which application of Title
V has been expressly rejected or a provision limiting discount points or other
charges has been adopted, will (if originated after that rejection or adoption)
be eligible for inclusion in a Trust Fund unless (i) such Mortgage Loan provides
for such interest rate, discount points and charges as are permitted in such
state or (ii) such Mortgage Loan provides that the terms thereof are to be
construed in accordance with the laws of another state under which such interest
rate, discount points and charges would not be usurious and the borrower's
counsel has rendered an opinion that such choice of law provision would be given
effect.
CERTAIN LAWS AND REGULATIONS
The Mortgaged Properties will be subject to compliance with various
federal, state and local statutes and regulations. Failure to comply (together
with an inability to remedy any such failure) could result in material
diminution in the value of a Mortgaged Property which could, together with the
possibility of limited alternative
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uses for a particular Mortgaged Property (i.e., a nursing or convalescent home
or hospital), result in a failure to realize the full principal amount of the
related Mortgage Loan.
AMERICANS WITH DISABILITIES ACT
Under Title III of the Americans with Disabilities Act of 1990 and
rules promulgated thereunder (collectively, the "ADA"), in order to protect
individuals with disabilities, public accommodations (such as hotels,
restaurants, shopping centers, hospitals, schools and social service center
establishments) must remove architectural and communication barriers which are
structural in nature from existing places of public accommodation to the extent
"readily achievable". In addition, under the ADA, alterations to a place of
public accommodation or a commercial facility are to be made so that, to the
maximum extent feasible, such altered portions are readily accessible to and
usable by disabled individuals. The "readily achievable" standard takes into
account, among other factors, the financial resources of the affected site,
owner, landlord or other applicable person. In addition to imposing a possible
financial burden on the borrower in its capacity as owner or landlord, the ADA
may also impose such requirements on a foreclosing lender who succeeds to the
interest of the borrower as owner or landlord. Furthermore, since the "readily
achievable" standard may vary depending on the financial condition of the owner
or landlord, a foreclosing lender who is financially more capable than the
borrower of complying with the requirements of the ADA may be subject to more
stringent requirements than those to which the borrower is subject.
SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940
Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended (the "Relief Act"), a borrower who enters military service after the
origination of such borrower's mortgage loan (including a borrower who was in
reserve status and is called to active duty after origination of the Mortgage
Loan), may not be charged interest (including fees and charges) above an annual
rate of 6% during the period of such borrower's active duty status, unless a
court orders otherwise upon application of the lender. The Relief Act applies to
individuals who are members of the Army, Navy, Air Force, Marines, National
Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service
assigned to duty with the military. Because the Relief Act applies to
individuals who enter military service (including reservists who are called to
active duty) after origination of the related mortgage loan, no information can
be provided as to the number of loans with individuals as borrowers that may be
affected by the Relief Act. Application of the Relief Act would adversely
affect, for an indeterminate period of time, the ability of a Master Servicer or
Special Servicer to collect full amounts of interest on certain of the Mortgage
Loans. Any shortfalls in interest collections resulting from the application of
the Relief Act would result in a reduction of the amounts distributable to the
holders of the related Series, and would not be covered by advances or, unless
otherwise specified in the related Prospectus Supplement, any form of Credit
Support provided in connection with such Certificates. In addition, the Relief
Act imposes limitations that would impair the ability of the Master Servicer or
Special Servicer to foreclose on an affected Mortgage Loan during the borrower's
period of active duty status, and, under certain circumstances, during an
additional three month period thereafter.
FORFEITURES IN DRUG AND RICO PROCEEDINGS
Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations ("RICO") statute can be seized by the government if the
property was used in, or purchased with the proceeds of, such crimes. Under
procedures contained in the comprehensive Crime Control Act of 1984 (the "Crime
Control Act"), the government may seize the property even before conviction. The
government must publish notice of the forfeiture proceeding and may give notice
to all parties "known to have an alleged interest in the property", including
the holders of mortgage loans.
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A lender may avoid forfeiture of its interest in the property if it
establishes that: (i) its mortgage was executed and recorded before commission
of the crime upon which the forfeiture is based, or (ii) the lender was, at the
time of execution of the mortgage, "reasonably without cause to believe" that
the property was used in, or purchased with the proceeds of, illegal drug or
RICO activities.
FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The following general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of Offered
Certificates of any Series, to the extent it relates to matters of law or legal
conclusions with respect thereto, represents the opinion of counsel to the
Depositor with respect to that Series on the material matters associated with
such consequences, subject to any qualifications set forth herein. Unless
otherwise specified in the related Prospectus Supplement, counsel to the
Depositor for each Series will be Sidley & Austin. This discussion is directed
to Certificateholders that hold the Certificates as "capital assets" within the
meaning of Section 1221 of the Code and does not purport to discuss all federal
income tax consequences that may be applicable to the individual circumstances
of particular investors, some of which (such as banks, insurance companies and
foreign investors) may be subject to special treatment under the Code. Further,
the authorities on which this discussion, and the opinion referred to below, are
based are subject to change or differing interpretations, which could apply
retroactively. Prospective investors should note that no rulings have been or
will be sought from the IRS with respect to any of the federal income tax
consequences discussed below, and no assurance can be given the IRS will not
take contrary positions. Taxpayers and preparers of tax returns (including those
filed by any REMIC or other issuer) should be aware that under applicable
Treasury regulations a provider of advice on specific issues of law is not
considered an income tax return preparer unless the advice (i) is given with
respect to events that have occurred at the time the advice is rendered and is
not given with respect to the consequences of contemplated actions, and (ii) is
directly relevant to the determination of an entry on a tax return. Accordingly,
it is recommended that taxpayers consult their tax advisors and tax return
preparers regarding the treatment of any item on their tax returns, even where
the anticipated tax consequences have been discussed herein. In addition to the
federal income tax consequences described herein, it is recommended that
potential investors consult their tax advisors concerning the state, local or
other tax consequences to them of the purchase, ownership and disposition of
Offered Certificates. See "State and Other Tax Consequences".
The following discussion addresses securities of two general types: (i)
certificates ("REMIC Certificates") representing interests in a Trust Fund, or a
portion thereof, that the REMIC Administrator will elect to have treated as a
real estate mortgage investment conduit ("REMIC") under Sections 860A through
860G (the "REMIC Provisions") of the Code, and (ii) Grantor Trust Certificates
representing interests in a Trust Fund ("Grantor Trust Fund") as to which no
such election will be made. The Prospectus Supplement for each Series will
indicate whether a REMIC election (or elections) will be made for the related
Trust Fund and, if such an election is to be made, will identify all "regular
interests" and "residual interests" in the REMIC. For purposes of this tax
discussion, references to a "Certificateholder" or a "holder" are to the
beneficial owner of a Certificate.
The following discussion is limited in applicability to Offered
Certificates. Moreover, this discussion applies only to the extent that Mortgage
Assets held by a Trust Fund consist solely of Mortgage Loans. To the extent that
other Mortgage Assets, including REMIC certificates and mortgage pass-through
certificates, are to be held by a Trust Fund, the tax consequences associated
with the inclusion of such assets will be disclosed in the related Prospectus
Supplement. In addition, if Cash Flow Agreements other than guaranteed
investment contracts are included in a Trust Fund, the anticipated material tax
consequences associated with such Cash Flow Agreements also will be discussed in
the related Prospectus Supplement. See "Description of the Trust Funds--Cash
Flow Agreements".
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The following discussion is based in part upon the rules governing
original issue discount that are set forth in Sections 1271-1273 and 1275 of the
Code and in the Treasury regulations issued thereunder (the "OID Regulations"),
and in part upon the REMIC Provisions and the Treasury regulations issued
thereunder (the "REMIC Regulations"). The OID Regulations do not adequately
address certain issues relevant to, and in some instances provide that they are
not applicable to, securities such as the Certificates.
REMICS
Classification of REMICs. With respect to each Series of REMIC
Certificates, counsel to the Depositor will deliver its opinion generally to the
effect that, assuming compliance with all provisions of the related Pooling
Agreement and certain other documents (and subject to certain assumptions set
forth therein), the related Trust Fund (or each applicable portion thereof) will
qualify as a REMIC and the REMIC Certificates offered with respect thereto will
be considered to evidence ownership of REMIC Regular Certificates or REMIC
Residual Certificates in that REMIC within the meaning of the REMIC Provisions.
The following general discussion of the anticipated federal income tax
consequences of the purchase, ownership and disposition of REMIC Certificates,
to the extent it relates to matters of law or legal conclusions with respect
thereto, represents the opinion of counsel to the Depositor for the applicable
Series as specified in the related Prospectus Supplement, subject to any
qualifications set forth herein. In addition, counsel to the Depositor have
prepared or reviewed the statements in this Prospectus under the heading
"Federal Income Tax Consequences--REMICs", and are of the opinion that such
statements are correct in all material respects. Such statements are intended as
an explanatory discussion of the possible effects of the classification of any
Trust Fund (or applicable portion thereof) as a REMIC for federal income tax
purposes on investors generally and of related tax matters affecting investors
generally, but do not purport to furnish information in the level of detail or
with the attention to an investor's specific tax circumstances that would be
provided by an investor's own tax advisor. Accordingly, it is recommended that
each investor consult its own tax advisors with regard to the tax consequences
to it of investing in REMIC Certificates.
If an entity electing to be treated as a REMIC fails to comply with one
or more of the ongoing requirements of the Code for such status during any
taxable year, the Code provides that the entity may lose its status as a REMIC
for such year and thereafter. In that event, such entity may be taxable as a
corporation, and the related REMIC Certificates may not be accorded the status
or given the tax treatment described below. Although the Code authorizes the
Treasury Department to issue regulations providing relief in the event of an
inadvertent termination of REMIC status, no such regulations have been issued.
Any such relief, moreover, may be accompanied by sanctions, such as the
imposition of a corporate tax on all or a portion of the Trust Fund's income for
the period in which the requirements for such status are not satisfied. The
Pooling Agreement with respect to each REMIC will include provisions designed to
maintain the Trust Fund's status as a REMIC under the REMIC Provisions. It is
not anticipated that the status of any Trust Fund as a REMIC will be
inadvertently terminated.
Characterization of Investments in REMIC Certificates. In general,
unless otherwise provided in the related Prospectus Supplement, the REMIC
Certificates will be "real estate assets" within the meaning of Section
856(c)(5)(B) of the Code and assets described in Section 7701(a)(19)(C) of the
Code in the same proportion that the assets of the REMIC underlying such
Certificates would be so treated. However, to the extent that the REMIC assets
constitute mortgages on property not used for residential or certain other
prescribed purposes, the REMIC Certificates will not be treated as assets
qualifying under Section 7701(a)(19)(C). Moreover, if 95% or more of the assets
of the REMIC qualify for any of the foregoing characterizations at all times
during a calendar year, the REMIC Certificates will qualify for the
corresponding status in their entirety for that calendar year. Interest
(including original issue discount) on the REMIC Regular Certificates and income
allocated to the REMIC Residual Certificates will be interest described in
Section 856(c)(3)(B) of the Code to the extent that such Certificates are
treated as "real estate assets" within the meaning of Section 856(c)(5)(B) of
the Code. In addition, the REMIC Regular Certificates will be "qualified
mortgages" within the meaning of Section 860G(a)(3) of the Code in the hands of
another REMIC, and will be "permitted assets" under Section
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860L(c)(1)(G) for a "financial asset securitization investment trust" or FASIT.
The determination as to the percentage of the REMIC's assets that constitute
assets described in the foregoing sections of the Code will be made with respect
to each calendar quarter based on the average adjusted basis of each category of
the assets held by the REMIC during such calendar quarter. The REMIC
Administrator will report those determinations to Certificateholders in the
manner and at the times required by applicable Treasury regulations.
The assets of the REMIC will include, in addition to Mortgage Loans,
payments on Mortgage Loans held pending distribution on the REMIC Certificates
and any property acquired by foreclosure held pending sale, and may include
amounts in reserve accounts. It is unclear whether property acquired by
foreclosure held pending sale, and amounts in reserve accounts would be
considered to be part of the Mortgage Loans, or whether such assets (to the
extent not invested in assets described in the foregoing sections of the Code)
otherwise would receive the same treatment as the Mortgage Loans for purposes of
all of the foregoing sections of the Code. In addition, in some instances
Mortgage Loans may not be treated entirely as assets described in the foregoing
sections of the Code. If so, the related Prospectus Supplement will describe the
Mortgage Loans that may not be so treated. Treasury regulations do provide,
however, that cash received from payments on Mortgage Loans held pending
distribution is considered part of the Mortgage Loans for purposes of Section
856(c)(4)(A) of the Code.
To the extent an Offered Certificate represents ownership of an
interest in any Mortgage Loan that is secured in part by the related borrower's
interest in an account containing any holdback of loan proceeds, a portion of
such Certificate may not represent ownership of assets described in Section
7701(a)(19)(C) of the Code and "real estate assets" under Section 856(c)(4)(A)
of the Code and the interest thereon may not constitute "interest on obligations
secured by mortgages on real property" within the meaning of Section
856(c)(3)(B) of the Code.
Tiered REMIC Structures. For certain Series of REMIC Certificates, two
or more separate elections may be made to treat designated portions of the
related Trust Fund as separate REMICs ("Tiered REMICs") for federal income tax
purposes. As to each such Series of REMIC Certificates, in the opinion of
counsel to the Depositor, assuming compliance with all provisions of the related
Pooling Agreement, the Tiered REMICs will each qualify as a REMIC and the REMIC
Certificates issued by the Tiered REMICs, will be considered to evidence
ownership of REMIC Regular Certificates or REMIC Residual Certificates in the
related REMIC within the meaning of the REMIC Provisions.
Solely for purposes of determining whether the REMIC Certificates will
be "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code,
and "loans secured by an interest in real property" under Section 7701(a)(19)(C)
of the Code, and whether the income on such Certificates is interest described
in Section 856(c)(3)(B) of the Code, the Tiered REMICs will be treated as one
REMIC.
Taxation of Owners of REMIC Regular Certificates.
General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.
Moreover, holders of REMIC Regular Certificates that otherwise report income
under the cash method of accounting will be required to report income with
respect to REMIC Regular Certificates under the accrual method.
Original Issue Discount. Certain REMIC Regular Certificates may be
issued with "original issue discount" within the meaning of Section 1273(a) of
the Code. Any holders of REMIC Regular Certificates issued with original issue
discount generally will be required to include original issue discount in income
as it accrues, in accordance with the "constant yield" method described below,
in advance of the receipt of the cash attributable to such income. In addition,
Section 1272(a)(6) of the Code provides special rules applicable to REMIC
Regular
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Certificates and certain other debt instruments issued with original issue
discount. Regulations have not been issued under that section.
The Code requires that a reasonable prepayment assumption be used with
respect to Mortgage Loans held by a REMIC in computing the accrual of original
issue discount on REMIC Regular Certificates issued by that REMIC, and that
adjustments be made in the amount and rate of accrual of such discount to
reflect differences between the actual prepayment rate and the prepayment
assumption. The prepayment assumption is to be determined in a manner prescribed
in Treasury regulations that have not yet been issued. The Conference Committee
Report accompanying the Tax Reform Act of 1986 (the "Committee Report")
indicates that the regulations will provide that the prepayment assumption used
with respect to a REMIC Regular Certificate must be the same as that used in
pricing the initial offering of such REMIC Regular Certificate. The prepayment
assumption (the "Prepayment Assumption") used in reporting original issue
discount for each Series of REMIC Regular Certificates will be consistent with
this standard and will be disclosed in the related Prospectus Supplement.
However, neither the Depositor nor any other person will make any representation
that the Mortgage Loans will in fact prepay at a rate conforming to the
Prepayment Assumption or at any other rate or that such Prepayment Assumption
will not be challenged by the Internal Revenue Service (the "IRS") on audit.
The original issue discount, if any, on a REMIC Regular Certificate
will be the excess of its stated redemption price at maturity over its issue
price. The issue price of a particular Class of REMIC Regular Certificates will
be the first cash price at which a substantial amount of REMIC Regular
Certificates of that Class is sold (excluding sales to bond houses, brokers and
underwriters). If less than a substantial amount of a particular Class of REMIC
Regular Certificates is sold for cash on or prior to the related Closing Date,
the issue price for such Class will be the fair market value of such Class on
such Closing Date. Under the OID Regulations, the stated redemption price of a
REMIC Regular Certificate is equal to the total of all payments to be made on
such Certificate other than "qualified stated interest". "Qualified stated
interest" is interest that is unconditionally payable at least annually (during
the entire term of the instrument) at a single fixed rate, or at a "qualified
floating rate", an "objective rate", a combination of a single fixed rate and
one or more "qualified floating rates" or one "qualified inverse floating rate",
or at a combination of "qualified floating rates" that does not operate in a
manner that accelerates or defers interest payments on such REMIC Regular
Certificate.
In the case of REMIC Regular Certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the
timing of the inclusion thereof will vary according to the characteristics of
such REMIC Regular Certificates. If the original issue discount rules apply to
such Certificates, the related Prospectus Supplement will describe the manner in
which such rules will be applied with respect to those Certificates in preparing
information returns to the Certificateholders and the IRS.
Certain Classes of the REMIC Regular Certificates may provide for the
first interest payment with respect to such Certificates to be made more than
one month after the date of issuance, a period which is longer than the
subsequent monthly intervals between interest payments. Assuming the "accrual
period" (as defined below) for original issue discount is each monthly period
that ends on a Distribution Date, in some cases, as a consequence of this "long
first accrual period", some or all interest payments may be required to be
included in the stated redemption price of the REMIC Regular Certificate and
accounted for as original issue discount. Because interest on REMIC Regular
Certificates must in any event be accounted for under an accrual method,
applying this analysis would result in only a slight difference in the timing of
the inclusion in income of the yield on the REMIC Regular Certificates.
In addition, if the accrued interest to be paid on the first
Distribution Date is computed with respect to a period that begins prior to the
Closing Date, a portion of the purchase price paid for a REMIC Regular
Certificate will reflect such accrued interest. In such cases, information
returns provided to the Certificateholders and the IRS will be based on the
position that the portion of the purchase price paid for the interest accrued
with respect to periods prior to the Closing Date is treated as part of the
overall cost of such REMIC Regular Certificate (and not as a separate asset the
cost of which is recovered entirely out of interest received on the next
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Distribution Date) and that portion of the interest paid on the first
Distribution Date in excess of interest accrued for a number of days
corresponding to the number of days from the Closing Date to the first
Distribution Date should be included in the stated redemption price of such
REMIC Regular Certificate. However, the OID Regulations state that all or some
portion of such accrued interest may be treated as a separate asset the cost of
which is recovered entirely out of interest paid on the first Distribution Date.
It is unclear how an election to do so would be made under the OID Regulations
and whether such an election could be made unilaterally by a Certificateholder.
Notwithstanding the general definition of original issue discount,
original issue discount on a REMIC Regular Certificate will be considered to be
de minimis if it is less than 0.25% of the stated redemption price of the REMIC
Regular Certificate multiplied by its weighted average maturity. For this
purpose, the weighted average maturity of the REMIC Regular Certificate is
computed as the sum of the amounts determined, as to each payment included in
the stated redemption price of such REMIC Regular Certificate, by multiplying
(i) the number of complete years (rounding down for partial years) from the
issue date until such payment is expected to be made (presumably taking into
account the Prepayment Assumption) by (ii) a fraction, the numerator of which is
the amount of the payment, and the denominator of which is the stated redemption
price at maturity of such REMIC Regular Certificate. Under the OID Regulations,
original issue discount of only a de minimis amount (other than de minimis
original issue discount attributable to a so-called "teaser" interest rate or an
initial interest holiday) will be included in income as each payment of stated
principal is made, based on the product of the total amount of such de minimis
original issue discount and a fraction, the numerator of which is the amount of
such principal payment and the denominator of which is the outstanding stated
principal amount of the REMIC Regular Certificate. The OID Regulations also
would permit a Certificateholder to elect to accrue de minimis original issue
discount into income currently based on a constant yield method. See "--Taxation
of Owners of REMIC Regular Certificates--Market Discount" below for a
description of such election under the OID Regulations.
If original issue discount on a REMIC Regular Certificate is in excess
of a de minimis amount, the holder of such Certificate must include in ordinary
gross income the sum of the "daily portions" of original issue discount for each
day during its taxable year on which it held such REMIC Regular Certificate,
including the purchase date but excluding the disposition date. In the case of
an original holder of a REMIC Regular Certificate, the daily portions of
original issue discount will be determined as follows.
As to each "accrual period", that is, unless otherwise stated in the
related Prospectus Supplement, each period that begins on a date that
corresponds to a Distribution Date (or in the case of the first such period,
begins on the Closing Date) and ends on the day preceding the immediately
following Distribution Date, a calculation will be made of the portion of the
original issue discount that accrued during such accrual period. The portion of
original issue discount that accrues in any accrual period will equal the
excess, if any, of (i) the sum of (a) the present value, as of the end of the
accrual period, of all of the distributions remaining to be made on the REMIC
Regular Certificate, if any, in future periods and (b) the distributions made on
such REMIC Regular Certificate during the accrual period of amounts included in
the stated redemption price, over (ii) the adjusted issue price of such REMIC
Regular Certificate at the beginning of the accrual period. The present value of
the remaining distributions referred to in the preceding sentence will be
calculated (i) assuming that distributions on the REMIC Regular Certificate will
be received in future periods based on the Mortgage Loans being prepaid at a
rate equal to the Prepayment Assumption, (ii) using a discount rate equal to the
original yield to maturity of the Certificate and (iii) taking into account
events (including actual prepayments) that have occurred before the close of the
accrual period. For these purposes, the original yield to maturity of the
Certificate will be calculated based on its issue price and assuming that
distributions on the Certificate will be made in all accrual periods based on
the Mortgage Loans being prepaid at a rate equal to the Prepayment Assumption.
The adjusted issue price of a REMIC Regular Certificate at the beginning of any
accrual period will equal the issue price of such Certificate,
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increased by the aggregate amount of original issue discount that accrued with
respect to such Certificate in prior accrual periods, and reduced by the amount
of any distributions made on such REMIC Regular Certificate in prior accrual
periods of amounts included in the stated redemption price. The original issue
discount accruing during any accrual period, computed as described above, will
be allocated ratably to each day during the accrual period to determine the
daily portion of original issue discount for such day.
A subsequent purchaser of a REMIC Regular Certificate that purchases
such Certificate at a cost (excluding any portion of such cost attributable to
accrued qualified stated interest) less than its remaining stated redemption
price will also be required to include in gross income the daily portions of any
original issue discount with respect to such Certificate. However, each such
daily portion will be reduced, if such cost is in excess of its "adjusted issue
price", in proportion to the ratio such excess bears to the aggregate original
issue discount remaining to be accrued on such REMIC Regular Certificate. The
adjusted issue price of a REMIC Regular Certificate on any given day equals the
sum of (i) the adjusted issue price (or, in the case of the first accrual
period, the issue price) of such Certificate at the beginning of the accrual
period which includes such day and (ii) the daily portions of original issue
discount for all days during such accrual period prior to such day.
If the foregoing method for computing original issue discount results
in a negative amount of original issue discount as to any accrual period with
respect to a REMIC Regular Certificate, the amount of original issue discount
allocable to such accrual period will be zero. That is, no current deduction of
such negative amount will be allowed to the holder of such Certificate. The
holder will instead only be permitted to offset such negative amount against
future positive original issue discount (if any) attributable to such a
Certificate. Although not free from doubt, it is possible that a
Certificateholder may be permitted to deduct a loss to the extent his or her
basis in the Certificate exceeds the maximum amount of payments such
Certificateholder could ever receive with respect to such Certificate. However,
any such loss may be a capital loss, which is limited in its deductibility. The
foregoing considerations are particularly relevant to Stripped Interest
Certificates which can have negative yields under certain circumstances that are
not default related. See "Risk Factors--Effect of Prepayments on Yield of
Certificates" herein.
Market Discount. A Certificateholder that purchases a REMIC Regular
Certificate at a market discount (other than a de minimis amount), that is, in
the case of a REMIC Regular Certificate issued without original issue discount,
at a purchase price less than its remaining stated principal amount, or in the
case of a REMIC Regular Certificate issued with original issue discount, at a
purchase price less than its adjusted issue price will recognize gain upon
receipt of each distribution representing stated redemption price. In
particular, under Section 1276 of the Code such a Certificateholder generally
will be required to allocate the portion of each such distribution representing
some of all of the stated redemption price first to accrued market discount not
previously included in income, and to recognize ordinary income to that extent.
A Certificateholder may elect to include market discount in income currently as
it accrues rather than including it on a deferred basis in accordance with the
foregoing. If made, such election will apply to all market discount bonds
acquired by such Certificateholder on or after the first day of the first
taxable year to which such election applies.
The OID Regulations also permit a Certificateholder to elect to accrue
all interest and discount (including de minimis market or original issue
discount) in income as interest, and to amortize premium, based on a constant
yield method. If such an election were made with respect to a REMIC Regular
Certificate with market discount, the Certificateholder would be deemed to have
made an election to include currently market discount in income with respect to
all other debt instruments having market discount that such Certificateholder
acquires during the taxable year of the election or thereafter, and possibly
previously acquired instruments. Similarly, a Certificateholder that made this
election for a Certificate that is acquired at a premium would be deemed to have
made an election to amortize bond premium with respect to all debt instruments
having amortizable bond premium that such Certificateholder owns or acquires.
See "--Taxation of Owners of REMIC Regular Certificates--Premium" below. Each of
the elections in this and the preceding paragraph to accrue interest, discount
and premium with respect to a Certificate on a constant yield method or as
interest would be irrevocable except with the approval of the IRS.
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However, market discount with respect to a REMIC Regular Certificate
will be considered to be de minimis for purposes of Section 1276 of the Code if
such market discount is less than 0.25% of the remaining stated redemption price
of such REMIC Regular Certificate multiplied by the number of complete years to
maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the OID Regulations refer to the weighted average maturity of
obligations, and it is likely that the same rule will be applied with respect to
market discount, presumably taking into account the Prepayment Assumption. If
market discount is treated as de minimis under this rule, it appears that the
actual discount would be treated in a manner similar to original issue discount
of a de minimis amount. See "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above. Such treatment would result in
discount being included in income at a slower rate than discount would be
required to be included in income using the method described above.
Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than one
installment. Until regulations are issued by the Treasury Department, certain
rules described in the Committee Report apply. The Committee Report indicates
that in each accrual period market discount on REMIC Regular Certificates should
accrue, at the Certificateholder's option: (i) on the basis of a constant yield
method, (ii) in the case of a REMIC Regular Certificate issued without original
issue discount, in an amount that bears the same ratio to the total remaining
market discount as the stated interest paid in the accrual period bears to the
total amount of stated interest remaining to be paid on the REMIC Regular
Certificate as of the beginning of the accrual period, or (iii) in the case of a
REMIC Regular Certificate issued with original issue discount, in an amount that
bears the same ratio to the total remaining market discount as the original
issue discount accrued in the accrual period bears to the total original issue
discount remaining on the REMIC Regular Certificate at the beginning of the
accrual period. Moreover, the Prepayment Assumption used in calculating the
accrual of original issue discount is also used in calculating the accrual of
market discount. Because the regulations referred to in this paragraph have not
been issued, it is not possible to predict what effect such regulations might
have on the tax treatment of a REMIC Regular Certificate purchased at a discount
in the secondary market.
To the extent that REMIC Regular Certificates provide for monthly or
other periodic distributions throughout their term, the effect of these rules
may be to require market discount to be includible in income at a rate that is
not significantly slower than the rate at which such discount would accrue if it
were original issue discount. Moreover, in any event a holder of a REMIC Regular
Certificate generally will be required to treat a portion of any gain on the
sale or exchange of such Certificate as ordinary income to the extent of the
market discount accrued to the date of disposition under one of the foregoing
methods, less any accrued market discount previously reported as ordinary
income.
Further, under Section 1277 of the Code a holder of a REMIC Regular
Certificate may be required to defer a portion of its interest deductions for
the taxable year attributable to any indebtedness incurred or continued to
purchase or carry a REMIC Regular Certificate purchased with market discount.
For these purposes, the de minimis rule referred to above applies. Any such
deferred interest expense would not exceed the market discount that accrues
during such taxable year and is, in general, allowed as a deduction not later
than the year in which such market discount is includible in income. If such
holder, however, has elected to include market discount in income currently as
it accrues, the interest deferral rule described above would not apply.
Premium. A REMIC Regular Certificate purchased at a cost (excluding any
portion of such cost attributable to accrued qualified stated interest) greater
than its remaining stated redemption price will be considered to be purchased at
a premium. The holder of such a REMIC Regular Certificate may elect under
Section 171 of the Code to amortize such premium under the constant yield method
over the life of the Certificate. If a holder elects to amortize bond premium,
bond premium would be amortized on a constant yield method and would be applied
as an offset against qualified stated interest. If made, such an election will
apply to all debt instruments having amortizable bond premium that the holder
owns or subsequently acquires. The IRS recently finalized new regulations on the
amortization of bond premium. However, the regulations do not specifically
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apply to holders of REMIC Regular Certificates. The OID Regulations also permit
Certificateholders to elect to include all interest, discount and premium in
income based on a constant yield method, further treating the Certificateholder
as having made the election to amortize premium generally. See "--Taxation of
Owners of REMIC Regular Certificates--Market Discount" above. The Committee
report states that the same rules that apply to accrual of market discount
(which rules will require use of a Prepayment Assumption in accruing market
discount with respect to REMIC Regular Certificates without regard to whether
such Certificates have original issue discount) will also apply in amortizing
bond premium under Section 171 of the Code.
Realized Losses. Under Section 166 of the Code, both corporate holders
of the REMIC Regular Certificates and noncorporate holders of the REMIC Regular
Certificates that acquire such Certificates in connection with a trade or
business should be allowed to deduct, as ordinary losses, any losses sustained
during a taxable year in which their Certificates become wholly or partially
worthless as the result of one or more realized losses on the Mortgage Loans.
However, it appears that a noncorporate holder that does not acquire a REMIC
Regular Certificate in connection with a trade or business will not be entitled
to deduct a loss under Section 166 of the Code until such holder's Certificate
becomes wholly worthless (i.e., until its Certificate Principal Balance has been
reduced to zero) and that the loss will be characterized as a short-term capital
loss.
Each holder of a REMIC Regular Certificate will be required to accrue
interest and original issue discount with respect to such Certificate, without
giving effect to any reductions in distributions attributable to defaults or
delinquencies on the Mortgage Loans or the Underlying Certificates until it can
be established that any such reduction ultimately will not be recoverable. As a
result, the amount of taxable income reported in any period by the holder of a
REMIC Regular Certificate could exceed the amount of economic income actually
realized by the holder in such period. Although the holder of a REMIC Regular
Certificate eventually will recognize a loss or reduction in income attributable
to previously accrued and included income that, as the result of a realized
loss, ultimately will not be realized, the law is unclear with respect to the
timing and character of such loss or reduction in income.
Taxation of Owners of REMIC Residual Certificates.
General. Although a REMIC is a separate entity for federal income tax
purposes, a REMIC generally is not subject to entity-level taxation, except with
regard to prohibited transactions and certain other transactions. See
"--Prohibited Transactions Tax and Other Taxes" below. Rather, the taxable
income or net loss of a REMIC is generally taken into account by the holder of
the REMIC Residual Certificates. Accordingly, the REMIC Residual Certificates
will be subject to tax rules that differ significantly from those that would
apply if the REMIC Residual Certificates were treated for federal income tax
purposes as direct ownership interests in the Mortgage Loans or as debt
instruments issued by the REMIC.
A holder of a REMIC Residual Certificate generally will be required to
report its daily portion of the taxable income or, subject to the limitations
noted in this discussion, the net loss of the REMIC for each day during a
calendar quarter that such holder owned such REMIC Residual Certificate. For
this purpose, the taxable income or net loss of the REMIC will be allocated to
each day in the calendar quarter ratably using a "30 days per month/90 days per
quarter/360 days per year" convention unless otherwise disclosed in the related
Prospectus Supplement. The daily amounts so allocated will then be allocated
among the REMIC Residual Certificateholders in proportion to their respective
ownership interests on such day. Any amount included in the gross income or
allowed as a loss of any REMIC Residual Certificateholder by virtue of this
paragraph will be treated as ordinary income or loss. The taxable income of the
REMIC will be determined under the rules described below in "--Taxable Income of
the REMIC" and will be taxable to the REMIC Residual Certificateholders without
regard to the timing or amount of cash distributions by the REMIC until the
REMIC's termination. Ordinary income derived from REMIC Residual Certificates
will be "portfolio income" for purposes of the taxation of taxpayers subject to
limitations under Section 469 of the Code on the deductibility of "passive
losses".
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A holder of a REMIC Residual Certificate that purchased such
Certificate from a prior holder of such Certificate also will be required to
report on its federal income tax return amounts representing its daily share of
the taxable income (or net loss) of the REMIC for each day that it holds such
REMIC Residual Certificate. Those daily amounts generally will equal the amounts
of taxable income or net loss determined as described above. The Committee
Report indicates that certain modifications of the general rules may be made, by
regulations, legislation or otherwise to reduce (or increase) the income of a
REMIC Residual Certificateholder that purchased such REMIC Residual Certificate
from a prior holder of such Certificate at a price greater than (or less than)
the adjusted basis (as defined below) such REMIC Residual Certificate would have
had in the hands of an original holder of such Certificate. The REMIC
Regulations, however, do not provide for any such modifications.
Any payments received by a holder of a REMIC Residual Certificate from
the seller of such Certificate in connection with the acquisition of such REMIC
Residual Certificate will be taken into account in determining the income of
such holder for federal income tax purposes. Although it appears likely that any
such payment would be includible in income immediately upon its receipt, the IRS
might assert that such payment should be included in income over time according
to an amortization schedule or according to some other method. Because of the
uncertainty concerning the treatment of such payments, it is recommended that
holders of REMIC Residual Certificates consult their tax advisors concerning the
treatment of such payments for income tax purposes.
The amount of income REMIC Residual Certificateholders will be required
to report (or the tax liability associated with such income) may exceed the
amount of cash distributions received from the REMIC for the corresponding
period. Consequently, REMIC Residual Certificateholders should have other
sources of funds sufficient to pay any federal income taxes due as a result of
their ownership of REMIC Residual Certificates or unrelated deductions against
which income may be offset, subject to the rules relating to "excess
inclusions", residual interests without "significant value" and "noneconomic"
residual interests discussed below. The fact that the tax liability associated
with the income allocated to REMIC Residual Certificateholders may exceed the
cash distributions received by such REMIC Residual Certificateholders for the
corresponding period may significantly adversely affect such REMIC Residual
Certificateholders' after-tax rate of return. Such disparity between income and
distributions may not be offset by corresponding losses or reductions of income
attributable to the REMIC Residual Certificateholder until subsequent tax years
and, then, may not be completely offset due to changes in the Code, tax rates or
character of the income or loss. REMIC Residual Certificates may in some
instances have negative "value". See "Risk Factors--Federal Tax Considerations
Regarding REMIC Residual Certificates".
Taxable Income of the REMIC. The taxable income of the REMIC will equal
the income from the Mortgage Loans and other assets of the REMIC plus any
cancellation of indebtedness income due to the allocation of realized losses to
REMIC Regular Certificates, less the deductions allowed to the REMIC for
interest (including original issue discount and reduced by any premium on
issuance) on the REMIC Regular Certificates (and any other Class of REMIC
Certificates constituting "regular interests" in the REMIC not offered hereby),
for amortization of any premium on the Mortgage Loans, for bad debt losses with
respect to the Mortgage Loans and, except as described below, for servicing,
administrative and other expenses.
For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC Certificates (or, if a Class of REMIC Certificates is not sold
initially, their fair market values). Such aggregate basis will be allocated
among the Mortgage Loans and the other assets of the REMIC in proportion to
their respective fair market values. The issue price of any REMIC Certificates
offered hereby will be determined in the manner described above under
"--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount".
The issue price of a REMIC Certificate received in exchange for an interest in
the Mortgage Loans or other property will equal the fair market value of such
interests in the Mortgage Loans or other property. Accordingly, if one or more
Classes of REMIC Certificates are retained initially rather than sold, the REMIC
Administrator may be required to estimate the fair market value of such
interests in order to determine the basis of the REMIC in the Mortgage Loans and
other property held by the REMIC.
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Subject to possible application of the de minimis rules, the method of
accrual by the REMIC of original issue discount income and market discount
income with respect to Mortgage Loans that it holds will be equivalent to the
method for accruing original issue discount income for holders of REMIC Regular
Certificates (that is, under the constant yield method taking into account the
Prepayment Assumption). However, a REMIC that acquires loans at a market
discount must include such market discount in income currently, as it accrues,
on a constant yield basis. See "--Taxation of Owners of REMIC Regular
Certificates" above, which describes a method for accruing such discount income
that is analogous to that required to be used by a REMIC as to Mortgage Loans
with market discount that it holds.
A Mortgage Loan will be deemed to have been acquired with discount (or
premium) to the extent that the REMIC's basis therein, determined as described
in the preceding paragraph, is less than (or greater than) its stated redemption
price. Any such discount will be includible in the income of the REMIC as it
accrues, in advance of receipt of the cash attributable to such income, under a
method similar to the method described above for accruing original issue
discount on the REMIC Regular Certificates. It is anticipated that each REMIC
will elect under Section 171 of the Code to amortize any premium on the Mortgage
Loans. Premium on any Mortgage Loan to which such election applies may be
amortized under a constant yield method, presumably taking into account a
Prepayment Assumption.
A REMIC will be allowed deductions for interest (including original
issue discount) on the REMIC Regular Certificates (including any other Class of
REMIC Certificates constituting "regular interests" in the REMIC not offered
hereby) equal to the deductions that would be allowed if the REMIC Regular
Certificates (including any other Class of REMIC Certificates constituting
"regular interests" in the REMIC not offered hereby) were indebtedness of the
REMIC. Original issue discount will be considered to accrue for this purpose as
described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount", except that the de minimis rule and the
adjustments for subsequent holders of REMIC Regular Certificates (including any
other Class of REMIC Certificates constituting "regular interests" in the REMIC
not offered hereby) described therein will not apply.
If a Class of REMIC Regular Certificates is issued at a price in excess
of the stated redemption price of such Class (such excess "Issue Premium"), the
net amount of interest deductions that are allowed the REMIC in each taxable
year with respect to the REMIC Regular Certificates of such Class will be
reduced by an amount equal to the portion of the Issue Premium that is
considered to be amortized or repaid in that year. Although the matter is not
entirely certain, it is likely that Issue Premium would be amortized under a
constant yield method in a manner analogous to the method of accruing original
issue discount described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount".
As a general rule, the taxable income of a REMIC will be determined in
the same manner as if the REMIC were an individual having the calendar year as
its taxable year and using the accrual method of accounting. However, no item of
income, gain, loss or deduction allocable to a prohibited transaction will be
taken into account. See "--Prohibited Transactions Tax and Other Taxes" below.
Further, the limitation on miscellaneous itemized deductions imposed on
individuals by Section 67 of the Code (which allows such deductions only to the
extent they exceed in the aggregate two percent of the taxpayer's adjusted gross
income) will not be applied at the REMIC level so that the REMIC will be allowed
deductions for servicing, administrative and other noninterest expenses in
determining its taxable income. All such expenses will be allocated as a
separate item to the holders of REMIC Certificates, subject to the limitation of
Section 67 of the Code. See "--Possible Pass-Through of Miscellaneous Itemized
Deductions" below. If the deductions allowed to the REMIC exceed its gross
income for a calendar quarter, such excess will be the net loss for the REMIC
for that calendar quarter.
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Basis Rules, Net Losses and Distributions. The adjusted basis of a
REMIC Residual Certificate will be equal to the amount paid for such REMIC
Residual Certificate, increased by amounts included in the income of the REMIC
Residual Certificateholder and decreased (but not below zero) by distributions
made, and by net losses allocated, to such REMIC Residual Certificateholder.
A REMIC Residual Certificateholder is not allowed to take into account
any net loss for any calendar quarter to the extent such net loss exceeds such
REMIC Residual Certificateholder's adjusted basis in its REMIC Residual
Certificate as of the close of such calendar quarter (determined without regard
to such net loss). Any loss that is not currently deductible by reason of this
limitation may be carried forward indefinitely to future calendar quarters and,
subject to the same limitation, may be used only to offset income from the REMIC
Residual Certificate. The ability of REMIC Residual Certificateholders to deduct
net losses may be subject to additional limitations under the Code, as to which
it is recommended that REMIC Residual Certificateholders consult their tax
advisors.
Any distribution on a REMIC Residual Certificate will be treated as a
nontaxable return of capital to the extent it does not exceed the holder's
adjusted basis in such REMIC Residual Certificate. To the extent a distribution
on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated
as gain from the sale of such REMIC Residual Certificate. Holders of certain
REMIC Residual Certificates may be entitled to distributions early in the term
of the related REMIC under circumstances in which their bases in such REMIC
Residual Certificates will not be sufficiently large that such distributions
will be treated as nontaxable returns of capital. Their bases in such REMIC
Residual Certificates will initially equal the amount paid for such REMIC
Residual Certificates and will be increased by their allocable shares of taxable
income of the REMIC. However, such bases increases may not occur until the end
of the calendar quarter, or perhaps the end of the calendar year, with respect
to which such REMIC taxable income is allocated to the REMIC Residual
Certificateholders. To the extent such REMIC Residual Certificateholders'
initial bases are less than the distributions to such REMIC Residual
Certificateholders, and increases in such initial bases either occur after such
distributions or (together with their initial bases) are less than the amount of
such distributions, gain will be recognized to such REMIC Residual
Certificateholders on such distributions and will be treated as gain from the
sale of their REMIC Residual Certificates.
The effect of these rules is that a REMIC Residual Certificateholder
may not amortize its basis in a REMIC Residual Certificate, but may only recover
its basis through distributions, through the deduction of any net losses of the
REMIC or upon the sale of its REMIC Residual Certificate. See "--Sales of REMIC
Certificates" below. For a discussion of possible modifications of these rules
that may require adjustments to income of a holder of a REMIC Residual
Certificate other than an original holder in order to reflect any difference
between the cost of such REMIC Residual Certificate to such REMIC Residual
Certificateholder and the adjusted basis such REMIC Residual Certificate would
have in the hands of an original holder see "--Taxation of Owners of REMIC
Residual Certificates--General" above.
Excess Inclusions. Any "excess inclusions" with respect to a REMIC
Residual Certificate will be subject to federal income tax in all events.
In general, the "excess inclusions" with respect to a REMIC Residual
Certificate for any calendar quarter will be the excess, if any, of (i) the
daily portions of REMIC taxable income allocable to such REMIC Residual
Certificate over (ii) the sum of the "daily accruals" (as defined below) for
each day during such quarter that such REMIC Residual Certificate was held by
such REMIC Residual Certificateholder. The daily accruals of a REMIC Residual
Certificateholder will be determined by allocating to each day during a calendar
quarter its ratable portion of the product of the "adjusted issue price" of the
REMIC Residual Certificate at the beginning of the calendar quarter and 120% of
the "long-term Federal rate" in effect on the Closing Date. For this purpose,
the adjusted issue price of a REMIC Residual Certificate as of the beginning of
any calendar quarter will be equal to the issue price of the REMIC Residual
Certificate, increased by the sum of the daily accruals for all prior quarters
and decreased (but not below zero) by any distributions made with respect to
such REMIC Residual
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Certificate before the beginning of such quarter. The issue price of a REMIC
Residual Certificate is the initial offering price to the public (excluding bond
houses and brokers) at which a substantial amount of the REMIC Residual
Certificates were sold. The "long-term Federal rate" is an average of current
yields on Treasury securities with a remaining term of greater than nine years,
computed and published monthly by the IRS.
Although it has not done so, the Treasury also has authority to issue
regulations that would treat the entire amount of income accruing on a REMIC
Residual Certificate as an excess inclusion if the REMIC Residual Certificates
are considered not to have "significant value". The REMIC Regulations provide
that in order to be treated as having significant value, the REMIC Residual
Certificates must have an aggregate issue price at least equal to two percent of
the aggregate issue prices of all of the related REMIC's regular and residual
interests. In addition, based on the Prepayment Assumption, the anticipated
weighted average life of the REMIC Residual Certificates must equal or exceed 20
percent of the anticipated weighted average life of the REMIC, based on the
Prepayment Assumption and on any required or permitted clean up calls or
required liquidation provided for in the REMIC's organizational documents. The
related Prospectus Supplement will disclose whether offered REMIC Residual
Certificates may be considered to have "significant value" under the REMIC
Regulations; provided, however, that any disclosure that a REMIC Residual
Certificate will have "significant value" will be based upon certain
assumptions, and the Depositor will make no representation that a REMIC Residual
Certificate will have "significant value" for purposes of the above-described
rules.
For REMIC Residual Certificateholders, an excess inclusion (i) will not
be permitted to be offset by deductions, losses or loss carryovers from other
activities, (ii) will be treated as "unrelated business taxable income" to an
otherwise tax-exempt organization and (iii) will not be eligible for any rate
reduction or exemption under any applicable tax treaty with respect to the 30%
United States withholding tax imposed on distributions to REMIC Residual
Certificateholders that are foreign investors. See, however "--Foreign Investors
in REMIC Certificates" below. Furthermore, for purposes of the alternative
minimum tax, (i) excess inclusions will not be permitted to be offset by the
alternative tax net operating loss deduction and (ii) alternative minimum
taxable income may not be less than the taxpayer's excess inclusions. This last
rule has the effect of preventing non-refundable tax credits from reducing the
taxpayer's income tax to an amount lower than the alternative minimum tax on
excess inclusions.
In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC
Residual Certificates, reduced (but not below zero) by the real estate
investment trust taxable income (within the meaning of Section 857(b)(2) of the
Code, excluding any net capital gain), will be allocated among the shareholders
of such trust in proportion to the dividends received by such shareholders from
such trust, and any amount so allocated will be treated as an excess inclusion
with respect to a REMIC Residual Certificate as if held directly by such
shareholder. Treasury regulations yet to be issued could apply a similar rule to
regulated investment companies, common trust funds and certain cooperatives; the
REMIC Regulations currently do not address this subject.
Noneconomic REMIC Residual Certificates. Under the REMIC Regulations,
transfers of "noneconomic" REMIC Residual Certificates will be disregarded for
all federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax". If such
transfer is disregarded, the purported transferor will continue to remain liable
for any taxes due with respect to the income on such "noneconomic" REMIC
Residual Certificate. The REMIC Regulations provide that a REMIC Residual
Certificate is noneconomic unless, based on the Prepayment Assumption and on any
required or permitted clean up calls, or required liquidation provided for in
the REMIC's organizational documents, (1) the present value of the expected
future distributions (discounted using the "applicable Federal rate" for
obligations whose term ends on the close of the last quarter in which excess
inclusions are expected to accrue with respect to the REMIC Residual
Certificate, which rate is computed and published monthly by the IRS) on the
REMIC Residual Certificate equals at least the present value of the expected tax
on the anticipated excess inclusions, and (2) the transferor reasonably expects
that the transferee will receive distributions with respect to the REMIC
Residual Certificate at or after the time the taxes accrue on the anticipated
excess
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inclusions in an amount sufficient to satisfy the accrued taxes. Accordingly,
all transfers of REMIC Residual Certificates that may constitute noneconomic
residual interests will be subject to certain restrictions under the terms of
the related Pooling Agreement that are intended to reduce the possibility of any
such transfer being disregarded. Such restrictions will require each party to a
transfer to provide an affidavit that no purpose of such transfer is to impede
the assessment or collection of tax, including certain representations as to the
financial condition of the prospective transferee, as to which the transferor is
also required to make a reasonable investigation to determine such transferee's
historic payment of its debts and ability to continue to pay its debts as they
come due in the future. Prior to purchasing a REMIC Residual Certificate,
prospective purchasers should consider the possibility that a purported transfer
of such REMIC Residual Certificate by such a purchaser to another purchaser at
some future date may be disregarded in accordance with the above-described rules
which would result in the retention of tax liability by such purchaser.
The related Prospectus Supplement will disclose whether offered REMIC
Residual Certificates may be considered "noneconomic" residual interests under
the REMIC Regulations; provided, however, that any disclosure that a REMIC
Residual Certificate will not be considered "noneconomic" will be based upon
certain assumptions, and the Depositor will make no representation that a REMIC
Residual Certificate will not be considered "noneconomic" for purposes of the
above-described rules. See "--Foreign Investors in REMIC Certificates" below for
additional restrictions applicable to transfers of certain REMIC Residual
Certificates to foreign persons.
Mark-to-Market Rules. The IRS recently released regulations under
Section 475 of the Code (the "Mark-to-Market Regulations") relating to the
requirement that a securities dealer mark to market securities held for sale to
customers. This mark-to-market requirement applies to all securities owned by a
dealer, except to the extent that the dealer has specifically identified a
security as held for investment. The Mark-to-Market Regulations provide that for
purposes of this mark-to-market requirement, a REMIC Residual Certificate is not
treated as a security for purposes of Section 475 of the Code, and thus is not
subject to the mark-to-market rules. It is recommended that prospective
purchasers of a REMIC Residual Certificate consult their tax advisors regarding
the Mark-to-Market Regulations.
Unless otherwise stated in the related Prospectus Supplement, transfers
of REMIC Residual Certificates to investors that are not United States Persons
(as defined below in "--Foreign Investors in REMIC Certificates") will be
prohibited under the related Pooling Agreement. If transfers of REMIC Residual
Certificates to investors that are not United States Persons are permitted
pursuant to the related Pooling Agreement, the related Prospectus Supplement
will describe additional restrictions applicable to transfers of certain REMIC
Residual Certificates to such persons.
Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and
expenses of a REMIC generally will be allocated to the holders of the related
REMIC Residual Certificates. The applicable Treasury regulations indicate,
however, that in the case of a REMIC that is similar to a single class grantor
trust, all or a portion of such fees and expenses should be allocated to the
holders of the related REMIC Regular Certificates. Unless otherwise stated in
the related Prospectus Supplement, such fees and expenses will be allocated to
holders of the related REMIC Residual Certificates in their entirety and not to
the holders of the related REMIC Regular Certificates.
With respect to REMIC Residual Certificates or REMIC Regular
Certificates the holders of which receive an allocation of fees and expenses in
accordance with the preceding discussion, if any holder thereof is an
individual, estate or trust, or a "pass-through entity" beneficially owned by
one or more individuals, estates or trusts, (i) an amount equal to such
individual's, estate's or trust's share of such fees and expenses will be added
to the gross income of such holder and (ii) such individual's, estate's or
trust's share of such fees and expenses will be treated as a miscellaneous
itemized deduction allowable subject to the limitation of Section 67 of the
Code, which permits such deductions only to the extent they exceed in the
aggregate 2% of a taxpayer's adjusted gross income. In addition, Section 68 of
the Code provides that the amount of itemized deductions otherwise
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allowable for an individual whose adjusted gross income exceeds a specified
amount will be reduced by the lesser of (i) 3% of the excess of the individual's
adjusted gross income over such amount or (ii) 80% of the amount of itemized
deductions otherwise allowable for the taxable year. The amount of additional
taxable income reportable by REMIC Certificateholders that are subject to the
limitations of either Section 67 or Section 68 of the Code may be substantial.
Furthermore, in determining the alternative minimum taxable income of such a
holder of a REMIC Certificate that is an individual, estate or trust, or a
"pass-through entity" beneficially owned by one or more individuals, estates or
trusts, no deduction will be allowed for such holder's allocable portion of
servicing fees and other miscellaneous itemized deductions of the REMIC, even
though an amount equal to the amount of such fees and other deductions will be
included in such holder's gross income. Accordingly, REMIC Residual Certificates
will generally not be appropriate investments for individuals, estates, or
trusts, or pass-through entities beneficially owned by one or more individuals,
estates or trusts. It is recommended that such prospective investors consult
with their tax advisors prior to making an investment in such Certificates.
Sales of REMIC Certificates. If a REMIC Certificate is sold, the
selling Certificateholder will recognize gain or loss equal to the difference
between the amount realized on the sale and its adjusted basis in the REMIC
Certificate. The adjusted basis of a REMIC Regular Certificate generally will
equal the cost of such REMIC Regular Certificate to such Certificateholder,
increased by income reported by such Certificateholder with respect to such
REMIC Regular Certificate (including original issue discount and market discount
income) and reduced (but not below zero) by distributions on such REMIC Regular
Certificate received by such Certificateholder and by any amortized premium. The
adjusted basis of a REMIC Residual Certificate will be determined as described
above under "--Taxation of Owners of REMIC Residual Certificates--Basis Rules,
Net Losses and Distributions". Except as described below, any such gain or loss
will be capital gain or loss, provided such REMIC Certificate is held as a
capital asset (generally, property held for investment) within the meaning of
Section 1221 of the Code. The Code as of the date of this Prospectus provides
for lower rates as to long-term capital gains than those applicable to the
short-term capital gains and ordinary income realized or received by
individuals. No such rate differential exists for corporations. In addition, the
distinction between a capital gain or loss and ordinary income or loss remains
relevant for other purposes.
Gain from the sale of a REMIC Regular Certificate that might otherwise
be a capital gain will be treated as ordinary income to the extent such gain
does not exceed the excess, if any, of (i) the amount that would have been
includible in the seller's income with respect to such REMIC Regular Certificate
assuming that income had accrued thereon at a rate equal to 110% of the
"applicable Federal rate" (generally, a rate based on an average of current
yields on Treasury securities having a maturity comparable to that of the
Certificate based on the application of the Prepayment Assumption to such
Certificate), determined as of the date of purchase of such REMIC Regular
Certificate, over (ii) the amount of ordinary income actually includible in the
seller's income prior to such sale. In addition, gain recognized on the sale of
a REMIC Regular Certificate by a seller who purchased such REMIC Regular
Certificate at a market discount will be taxable as ordinary income in an amount
not exceeding the portion of such discount that accrued during the period such
REMIC Certificate was held by such holder, reduced by any market discount
included in income under the rules described above under "--Taxation of Owners
of REMIC Regular Certificates--Market Discount" and "--Premium".
REMIC Certificates will be "evidences of indebtedness" within the
meaning of Section 582(c)(1) of the Code, so that gain or loss recognized from
the sale of a REMIC Certificate by a bank or thrift institution to which such
Section applies will be ordinary income or loss.
A portion of any gain from the sale of a REMIC Regular Certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that such Certificate is held as part of a "conversion transaction" within the
meaning of Section 1258 of the Code. A conversion transaction generally is one
in which the taxpayer has taken two or more positions in the same or similar
property that reduce or eliminate market risk, if substantially all of the
taxpayer's return is attributable to the time value of the taxpayer's net
investment in such transaction. The amount of gain so realized in a conversion
transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment
at
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120% of the appropriate "applicable Federal rate" at the time the taxpayer
enters into the conversion transaction, subject to appropriate reduction for
prior inclusion of interest and other ordinary income items from the
transaction.
Finally, a taxpayer may elect to have net capital gain taxed at
ordinary income rates rather than capital gains rates in order to include such
net capital gain in total net investment income for the taxable year, for
purposes of the rule that limits the deduction of interest on indebtedness
incurred to purchase or carry property held for investment to a taxpayer's net
investment income.
Except as may be provided in Treasury regulations yet to be issued, if
the seller of a REMIC Residual Certificate reacquires such REMIC Residual
Certificate, or acquires any other residual interest in a REMIC or any similar
interest in a "taxable mortgage pool" (as defined in Section 7701(i) of the
Code) during the period beginning six months before, and ending six months
after, the date of such sale, such sale will be subject to the "wash sale" rules
of Section 1091 of the Code. In that event, any loss realized by the REMIC
Residual Certificateholder on the sale will not be deductible, but instead will
be added to such REMIC Residual Certificateholder's adjusted basis in the
newly-acquired asset.
Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on
REMICs equal to 100% of the net income derived from "prohibited transactions" (a
"Prohibited Transactions Tax"). In general, subject to certain specified
exceptions a prohibited transaction means the disposition of a Mortgage Loan,
the receipt of income from a source other than a Mortgage Loan or certain other
permitted investments, the receipt of compensation for services, or gain from
the disposition of an asset purchased with the payments on the Mortgage Loans
for temporary investment pending distribution on the REMIC Certificates. It is
not anticipated that any REMIC will engage in any prohibited transactions as to
which it would be subject to a material Prohibited Transaction Tax.
In addition, certain contributions to a REMIC made after the day on
which the REMIC issues all of its interests could result in the imposition of a
tax on the REMIC equal to 100% of the value of the contributed property (a
"Contributions Tax"). Each Pooling Agreement will include provisions designed to
prevent the acceptance of any contributions that would be subject to such tax.
REMICs also are subject to federal income tax at the highest corporate
rate on "net income from foreclosure property", determined by reference to the
rules applicable to real estate investment trusts. "Net income from foreclosure
property" generally means income from foreclosure property other than qualifying
rents and other qualifying income for a real estate investment trust. Under
certain circumstances, the Special Servicer may be authorized to conduct
activities with respect to a Mortgaged Property acquired by a Trust Fund that
causes the Trust Fund to incur this tax if doing so would, in the reasonable
discretion of the Special Servicer, maximize the net after-tax proceeds to
Certificateholders. However, under no circumstance will the Special Servicer
cause the acquired Mortgage Property to cease to be a "permitted investment"
under Section 860G(a)(5) of the Code.
Unless otherwise disclosed in the related Prospectus Supplement, it is
not anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.
Unless otherwise stated in the related Prospectus Supplement, and to
the extent permitted by then applicable laws, any Prohibited Transactions Tax,
Contributions Tax, tax on "net income from foreclosure property" or state or
local income or franchise tax that may be imposed on the REMIC will be borne by
the related REMIC Administrator, Master Servicer, Special Servicer, Manager or
Trustee, in any case out of its own funds, provided that such person has
sufficient assets to do so, and provided further that such tax arises out of a
breach of such person's obligations under the related Pooling Agreement. Any
such tax not borne by a REMIC Administrator, Master Servicer, Special Servicer,
Manager or Trustee would be charged against the related Trust Fund resulting in
a reduction in amounts payable to holders of the related REMIC Certificates.
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Tax and Restrictions on Transfers of REMIC Residual Certificates to
Certain Organizations. If a REMIC Residual Certificate is transferred to a
"disqualified organization" (as defined below), a tax would be imposed in an
amount (determined under the REMIC Regulations) equal to the product of (i) the
present value (discounted using the "applicable Federal rate" for obligations
whose term ends on the close of the last quarter in which excess inclusions are
expected to accrue with respect to the REMIC Residual Certificate) of the total
anticipated excess inclusions with respect to such REMIC Residual Certificate
for periods after the transfer and (ii) the highest marginal federal income tax
rate applicable to corporations. The anticipated excess inclusions must be
determined as of the date that the REMIC Residual Certificate is transferred and
must be based on events that have occurred up to the time of such transfer, the
Prepayment Assumption and any required or permitted clean up calls or required
liquidation provided for in the REMIC's organizational documents. Such a tax
generally would be imposed on the transferor of the REMIC Residual Certificate,
except that where such transfer is through an agent for a disqualified
organization, the tax would instead be imposed on such agent. However, a
transferor of a REMIC Residual Certificate would in no event be liable for such
tax with respect to a transfer if the transferee furnishes to the transferor an
affidavit that the transferee is not a disqualified organization and, as of the
time of the transfer, the transferor does not have actual knowledge that such
affidavit is false. Moreover, an entity will not qualify as a REMIC unless there
are reasonable arrangements designed to ensure that (i) residual interests in
such entity are not held by disqualified organizations and (ii) information
necessary for the application of the tax described herein will be made
available. Restrictions on the transfer of REMIC Residual Certificates and
certain other provisions that are intended to meet this requirement will be
included in each Pooling Agreement, and will be discussed in any Prospectus
Supplement relating to the offering of any REMIC Residual Certificate.
In addition, if a "pass-through entity" (as defined below) includes in
income excess inclusions with respect to a REMIC Residual Certificate, and a
disqualified organization is the record holder of an interest in such entity,
then a tax will be imposed on such entity equal to the product of (i) the amount
of excess inclusions on the REMIC Residual Certificate that are allocable to the
interest in the pass-through entity held by such disqualified organization and
(ii) the highest marginal federal income tax rate imposed on corporations. A
pass-through entity will not be subject to this tax for any period, however, if
each record holder of an interest in such pass-through entity furnishes to such
pass-through entity (i) such holder's social security number and a statement
under penalties of perjury that such social security number is that of the
record holder or (ii) a statement under penalties of perjury that such record
holder is not a disqualified organization.
For taxable years beginning on or after January 1, 1998, if an
"electing large partnership" holds a Residual Certificate, all interests in the
electing large partnership are treated as held by disqualified organizations for
purposes of the tax imposed upon a pass-through entity by Section 860E(c) of the
Code. An exception to this tax, otherwise available to a pass-through entity
that is furnished certain affidavits by record holders of interests in the
entity and that does not know such affidavits are false, is not available to an
electing large partnership.
For these purposes, a "disqualified organization" means (i) the United
States, any State or political subdivision thereof, any foreign government, any
international organization, or any agency or instrumentality of the foregoing
(but would not include instrumentalities described in Section 168(h)(2)(D) of
the Code or the Federal Home Loan Mortgage Corporation), (ii) any organization
(other than a cooperative described in Section 521 of the Code) that is exempt
from federal income tax, unless it is subject to the tax imposed by Section 511
of the Code or (iii) any organization described in Section 1381(a)(2)(C) of the
Code. For these purposes, a "pass-through entity" means any regulated investment
company, real estate investment trust, trust, partnership or certain other
entities described in Section 860E(e)(6) of the Code. An "electing large
partnership" means any partnership having more than 100 members during the
preceding tax year (other than certain service partnerships and commodity
pools), which elect to apply simplified reporting provisions under the Code. In
addition, a person holding an interest in a pass-through entity as a nominee for
another person will, with respect to such interest, be treated as a pass-through
entity.
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Termination. A REMIC will terminate immediately after the Distribution
Date following receipt by the REMIC of the final payment in respect of the
Mortgage Loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of complete liquidation. The last distribution on a REMIC
Regular Certificate will be treated as a payment in retirement of a debt
instrument. In the case of a REMIC Residual Certificate, if the last
distribution on such REMIC Residual Certificate is less than the REMIC Residual
Certificateholder's adjusted basis in such Certificate, such REMIC Residual
Certificateholder should (but may not) be treated as realizing a capital loss
equal to the amount of such difference.
Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Code, the REMIC will be treated as a
partnership and REMIC Residual Certificateholders will be treated as partners.
Unless otherwise stated in the related Prospectus Supplement, the REMIC
Administrator, which generally will hold at least a nominal amount of REMIC
Residual Certificates, will file REMIC federal income tax returns on behalf of
the related REMIC, and will be designated as and will act as the "tax matters
person" with respect to the REMIC in all respects.
As the tax matters person, the REMIC Administrator, subject to certain
notice requirements and various restrictions and limitations, generally will
have the authority to act on behalf of the REMIC and the REMIC Residual
Certificateholders in connection with the administrative and judicial review of
items of income, deduction, gain or loss of the REMIC, as well as the REMIC's
classification. REMIC Residual Certificateholders generally will be required to
report such REMIC items consistently with their treatment on the related REMIC's
tax return and may in some circumstances be bound by a settlement agreement
between the REMIC Administrator, as tax matters person, and the IRS concerning
any such REMIC item. Adjustments made to the REMIC's tax return may require a
REMIC Residual Certificateholder to make corresponding adjustments on its
return, and an audit of the REMIC's tax return, or the adjustments resulting
from such an audit, could result in an audit of a REMIC Residual
Certificateholder's return. No REMIC will be registered as a tax shelter
pursuant to Section 6111 of the Code because it is not anticipated that any
REMIC will have a net loss for any of the first five taxable years of its
existence. Any person that holds a REMIC Residual Certificate as a nominee for
another person may be required to furnish to the related REMIC, in a manner to
be provided in Treasury regulations, the name and address of such person and
other information.
Reporting of interest income, including any original issue discount,
with respect to REMIC Regular Certificates is required annually, and may be
required more frequently under Treasury regulations. These information reports
generally are required to be sent to individual holders of REMIC Regular
Interests and the IRS; holders of REMIC Regular Certificates that are
corporations, trusts, securities dealers and certain other non-individuals will
be provided interest and original issue discount income information and the
information set forth in the following paragraph upon request in accordance with
the requirements of the applicable regulations. The information must be provided
by the later of 30 days after the end of the quarter for which the information
was requested, or two weeks after the receipt of the request. The REMIC must
also comply with rules requiring a REMIC Regular Certificate issued with
original issue discount to disclose on its face the amount of original issue
discount and the issue date, and requiring such information to be reported to
the IRS. Reporting with respect to REMIC Residual Certificates, including
income, excess inclusions, investment expenses and relevant information
regarding qualification of the REMIC's assets will be made as required under the
Treasury regulations, generally on a quarterly basis.
As applicable, the REMIC Regular Certificate information reports will
include a statement of the adjusted issue price of the REMIC Regular Certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to the holder's
purchase price that the REMIC may not have, such regulations only require that
information pertaining to the appropriate proportionate method of accruing
market discount be provided. See "--Taxation of Owners of REMIC Regular
Certificates--Market Discount".
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Unless otherwise specified in the related Prospectus Supplement, the
responsibility for complying with the foregoing reporting rules will be borne by
the REMIC Administrator.
Backup Withholding with Respect to REMIC Certificates. Payments of
interest and principal, as well as payments of proceeds from the sale of REMIC
Certificates, may be subject to the "backup withholding tax" under Section 3406
of the Code at a rate of 31% if recipients of such payments fail to furnish to
the payor certain information, including their taxpayer identification numbers,
or otherwise fail to establish an exemption from such tax. Any amounts deducted
and withheld from a distribution to a recipient would be allowed as a credit
against such recipient's federal income tax. Furthermore, certain penalties may
be imposed by the IRS on a recipient of payments that is required to supply
information but that does not do so in the proper manner.
Foreign Investors in REMIC Certificates. A REMIC Regular
Certificateholder that is not a "United States Person" (as defined below) and is
not subject to federal income tax as a result of any direct or indirect
connection to the United States in addition to its ownership of a REMIC Regular
Certificate will, in general, not, unless otherwise disclosed in the related
Prospectus Supplement, be subject to United States federal income or withholding
tax in respect of a distribution on a REMIC Regular Certificate, provided that
the holder complies to the extent necessary with certain identification
requirements (including delivery of a statement, signed by the Certificateholder
under penalties of perjury, certifying that such Certificateholder is not a
United States Person and providing the name and address of such
Certificateholder). For these purposes, "United States Person" means 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 from sources without the
United States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States or a trust as to which (i) a court in the United States
is able to exercise primary supervision over the administration of the trust and
(ii) one or more United States Persons have the authority to control all
substantial decisions of the trust. It is possible that the IRS may assert that
the foregoing tax exemption should not apply with respect to a REMIC Regular
Certificate held by a REMIC Residual Certificateholder that owns directly or
indirectly a 10% or greater interest in the REMIC Residual Certificates. If the
holder does not qualify for exemption, distributions of interest, including
distributions in respect of accrued original issue discount, to such holder may
be subject to a tax rate of 30%, subject to reduction under any applicable tax
treaty.
It is possible, under regulations promulgated under Section 881 of the
Code concerning conduit financing transactions, that the exemption from
withholding taxes described above may not be available to a holder who is not a
United States person and owns 10% or more of one or more underlying Mortgagors
or, if the holder is a controlled foreign corporation, is related to one or more
Mortgagors.
Further, it appears that a REMIC Regular Certificate would not be
included in the estate of a nonresident alien individual and would not be
subject to United States estate taxes. However, it is recommended that
Certificateholders who are nonresident alien individuals consult their tax
advisors concerning this question.
Unless otherwise stated in the related Prospectus Supplement, transfers
of REMIC Residual Certificates to investors that are not United States Persons
will be prohibited under the related Pooling Agreement.
GRANTOR TRUST FUNDS
Classification of Grantor Trust Funds. With respect to each Series of
Grantor Trust Certificates, counsel to the Depositor will deliver its opinion to
the effect that, assuming compliance with all provisions of the related Pooling
Agreement, the related Grantor Trust Fund will be classified as a grantor trust
under subpart E, part I of subchapter J of the Code and not as a partnership or
an association taxable as a corporation. The following general discussion of the
anticipated federal income tax consequences of the purchase, ownership and
disposition of Grantor Trust Certificates, to the extent it relates to matters
of law or legal conclusions with respect thereto, represents the opinion of
counsel to the Depositor for the applicable Series as specified in the related
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Prospectus Supplement, subject to any qualifications set forth herein. In
addition, counsel to the Depositor have prepared or reviewed the statements in
this Prospectus under the heading "Federal Income Tax Consequences--Grantor
Trust Funds", and are of the opinion that such statements are correct in all
material respects. Such statements are intended as an explanatory discussion of
the possible effects of the classification of any Grantor Trust Fund as a
grantor trust for federal income tax purposes on investors generally and of
related tax matters affecting investors generally, but do not purport to furnish
information in the level of detail or with the attention to an investor's
specific tax circumstances that would be provided by an investor's own tax
advisor. Accordingly, it is recommended that each investor consult its own tax
advisors with regard to the tax consequences to it of investing in Grantor Trust
Certificates.
For purposes of the following discussion, a Grantor Trust Certificate
representing an undivided equitable ownership interest in the principal of the
Mortgage Loans constituting the related Grantor Trust Fund, together with
interest thereon at a pass-through rate, will be referred to as a "Grantor Trust
Fractional Interest Certificate". A Grantor Trust Certificate representing
ownership of all or a portion of the difference between interest paid on the
Mortgage Loans constituting the related Grantor Trust Fund (net of normal
administration fees) and interest paid to the holders of Grantor Trust
Fractional Interest Certificates issued with respect to such Grantor Trust Fund
will be referred to as a "Grantor Trust Strip Certificate". A Grantor Trust
Strip Certificate may also evidence a nominal ownership interest in the
principal of the Mortgage Loans constituting the related Grantor Trust Fund.
Characterization of Investments in Grantor Trust Certificates.
Grantor Trust Fractional Interest Certificates. In the case of Grantor
Trust Fractional Interest Certificates, unless otherwise disclosed in the
related Prospectus Supplement, counsel to the Depositor will deliver an opinion
that, in general, Grantor Trust Fractional Interest Certificates will represent
interests in (i) "loans . . . secured by an interest in real property" within
the meaning of Section 7701(a)(19)(C)(v) of the Code (but generally only to the
extent that the underlying Mortgage Loans have been made with respect to
property that is used for residential or certain other prescribed purposes);
(ii) "obligation[s] (including any participation or Certificate of beneficial
ownership therein) which . . . [are] principally secured by an interest in real
property" within the meaning of Section 860G(a)(3) of the Code; (iii) "permitted
assets" within the meaning of Section 860L(a)(1)(C) of the Code; and (iv) "real
estate assets" within the meaning of Section 856(c)(5)(B) of the Code. In
addition, counsel to the Depositor will deliver an opinion that interest on
Grantor Trust Fractional Interest Certificates will to the same extent be
considered "interest on obligations secured by mortgages on real property or on
interests in real property" within the meaning of Section 856(c)(3)(B) of the
Code.
Grantor Trust Strip Certificates. Even if Grantor Trust Strip
Certificates evidence an interest in a Grantor Trust Fund consisting of Mortgage
Loans that are "loans . . . secured by an interest in real property" within the
meaning of Section 7701(a)(19)(C)(v) of the Code and "real estate assets" within
the meaning of Section 856(c)(5)(B) of the Code, and the interest on which is
"interest on obligations secured by mortgages on real property" within the
meaning of Section 856(c)(3)(A) of the Code, it is unclear whether the Grantor
Trust Strip Certificates, and the income therefrom, will be so characterized.
Counsel to the Depositor will not deliver any opinion on these questions. It is
recommended that prospective purchasers to which such characterization of an
investment in Grantor Trust Strip Certificates is material consult their tax
advisors regarding whether the Grantor Trust Strip Certificates, and the income
therefrom, will be so characterized.
The Grantor Trust Strip Certificates will be "obligation[s] (including
any participation or Certificate of beneficial ownership therein) which . . .
[are] principally secured by an interest in real property" within the meaning of
Section 860G(a)(3)(A) of the Code and, in general, "permitted assets" within the
meaning of Section 860L(a)(1)(C) of the Code.
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Taxation of Owners of Grantor Trust Fractional Interest Certificates
General. Holders of a particular Series of Grantor Trust Fractional
Interest Certificates generally will be required to report on their federal
income tax returns their shares of the entire income from the Mortgage Loans
(including amounts used to pay reasonable servicing fees and other expenses) and
will be entitled to deduct their shares of any such reasonable servicing fees
and other expenses. Because of stripped interests, market or original issue
discount, or premium, the amount includible in income on account of a Grantor
Trust Fractional Interest Certificate may differ significantly from the amount
distributable thereon representing interest on the Mortgage Loans.
Under Section 67 of the Code, an individual, estate or trust holding a
Grantor Trust Fractional Interest Certificate directly or through certain
pass-through entities will be allowed a deduction for such reasonable servicing
fees and expenses only to the extent that the aggregate of such holder's
miscellaneous itemized deductions exceeds two percent of such holder's adjusted
gross income. In addition, Section 68 of the Code provides that the amount of
itemized deductions otherwise allowable for an individual whose adjusted gross
income exceeds a specified amount will be reduced by the lesser of (i) 3% of the
excess of the individual's adjusted gross income over such amount or (ii) 80% of
the amount of itemized deductions otherwise allowable for the taxable year. The
amount of additional taxable income reportable by holders of Grantor Trust
Fractional Interest Certificates who are subject to the limitations of either
Section 67 or Section 68 of the Code may be substantial. Further,
Certificateholders (other than corporations) subject to the alternative minimum
tax may not deduct miscellaneous itemized deductions in determining such
holder's alternative minimum taxable income. Although it is not entirely clear,
it appears that in transactions in which multiple Classes of Grantor Trust
Certificates (including Grantor Trust Strip Certificates) are issued, such fees
and expenses should be allocated among the Classes of Grantor Trust Certificates
using a method that recognizes that each such Class benefits from the related
services. In the absence of statutory or administrative clarification as to the
method to be used, it currently is intended to base information returns or
reports to the IRS and Certificateholders on a method that allocates such
expenses among Classes of Grantor Trust Certificates with respect to each period
based on the distributions made to each such Class during that period.
The federal income tax treatment of Grantor Trust Fractional Interest
Certificates of any Series will depend on whether they are subject to the
"stripped bond" rules of Section 1286 of the Code. Grantor Trust Fractional
Interest Certificates may be subject to those rules if (i) a Class of Grantor
Trust Strip Certificates is issued as part of the same Series or (ii) the
Depositor or any of its affiliates retains (for its own account or for purposes
of resale) a right to receive a specified portion of the interest payable on a
Mortgage Asset. Further, the IRS has ruled that an unreasonably high servicing
fee retained by a seller or servicer will be treated as a retained ownership
interest in mortgages that constitutes a stripped coupon. The related Prospectus
Supplement will include information regarding servicing fees paid to a Master
Servicer, a Special Servicer, any Sub-Servicer or their respective affiliates.
If Stripped Bond Rules Apply. If the stripped bond rules apply, each
Grantor Trust Fractional Interest Certificate will be treated as having been
issued with "original issue discount" within the meaning of Section 1273(a) of
the Code, subject, however, to the discussion below regarding the treatment of
certain stripped bonds as market discount bonds and the discussion regarding de
minimis market discount. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--Market Discount" below. Under the stripped bond rules,
the holder of a Grantor Trust Fractional Interest Certificate (whether a cash or
accrual method taxpayer) will be required to report interest income from its
Grantor Trust Fractional Interest Certificate for each month in an amount equal
to the income that accrues on such Certificate in that month calculated under a
constant yield method, in accordance with the rules of the Code relating to
original issue discount.
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The original issue discount on a Grantor Trust Fractional Interest
Certificate will be the excess of such Certificate's stated redemption price
over its issue price. The issue price of a Grantor Trust Fractional Interest
Certificate as to any purchaser will be equal to the price paid by such
purchaser of the Grantor Trust Fractional Interest Certificate. The stated
redemption price of a Grantor Trust Fractional Interest Certificate will be the
sum of all payments to be made on such Certificate, other than "qualified stated
interest", if any, as well as such Certificate's share of reasonable servicing
fees and other expenses. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Do Not Apply" for a definition of
"qualified stated interest". In general, the amount of such income that accrues
in any month would equal the product of such holder's adjusted basis in such
Grantor Trust Fractional Interest Certificate at the beginning of such month
(see "--Sales of Grantor Trust Certificates" below) and the yield of such
Grantor Trust Fractional Interest Certificate to such holder. Such yield would
be computed as the rate (compounded based on the regular interval between
payment dates) that, if used to discount the holder's share of future payments
on the Mortgage Loans, would cause the present value of those future payments to
equal the price at which the holder purchased such Certificate. In computing
yield under the stripped bond rules, a Certificateholder's share of future
payments on the Mortgage Loans will not include any payments made in respect of
any ownership interest in the Mortgage Loans retained by the Depositor, the
Master Servicer, the Special Servicer, any Sub-Servicer or their respective
affiliates, but will include such Certificateholder's share of any reasonable
servicing fees and other expenses.
Section 1272(a)(6) of the Code requires (i) the use of a reasonable
prepayment assumption in accruing original issue discount and (ii) adjustments
in the accrual of original issue discount when prepayments do not conform to the
prepayment assumption, with respect to certain categories of debt instruments.
Recent legislation extends the scope of that section to any pool of debt
instruments the yield on which may be affected by reason of prepayments,
effective for taxable years beginning after enactment. The precise application
of the new legislation is unclear in certain respects. For example, it is
uncertain whether a prepayment assumption will be applied collectively to all a
taxpayer's investments in pools of debt instruments or will be applied on an
investment-by-investment basis. Similarly, as to investments in Grantor Trust
Fractional Interest Certificates, it is not clear whether the assumed prepayment
rate is to be determined based on conditions at the time of the first sale of
the Grantor Trust Fractional Interest Certificate or, with respect to any
holder, at the time of purchase of the Grantor Trust Fractional Interest
Certificate by that holder. It is recommended that Certificateholders consult
their tax advisors concerning reporting original issue discount with respect to
Grantor Trust Fractional Interest Certificates.
In the case of a Grantor Trust Fractional Interest Certificate acquired
at a price equal to the principal amount of the Mortgage Loans allocable to such
Certificate, the use of a prepayment assumption generally would not have any
significant effect on the yield used in calculating accruals of interest income.
In the case, however, of a Grantor Trust Fractional Interest Certificate
acquired at a discount or premium (that is, at a price less than or greater than
such principal amount, respectively), the use of a reasonable prepayment
assumption would increase or decrease such yield, and thus accelerate or
decelerate, respectively, the reporting of income.
In the absence of statutory or administrative clarification, it is
currently intended that information reports or returns to the IRS and
Certificateholders will be based on a prepayment assumption (the "Prepayment
Assumption") determined when Certificates are offered and sold hereunder and
disclosed in the related Prospectus Supplement, and on a constant yield computed
using a representative initial offering price for each Class of Certificates.
However, neither the Depositor nor any other person will make any representation
that the Mortgage Loans will in fact prepay at a rate conforming to such
Prepayment Assumption or any other rate or that the Prepayment Assumption will
not be challenged by the IRS on audit. Certificateholders also should bear in
mind that the use of a representative initial offering price will mean that such
information returns or reports, even if otherwise accepted as accurate by the
IRS, will in any event be accurate only as to the initial Certificateholders of
each Series who bought at that price.
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Under Treasury Regulation Section 1.1286-1, certain stripped bonds are
to be treated as market discount bonds and, accordingly, any purchaser of such a
bond is to account for any discount on the bond as market discount rather than
original issue discount. This treatment only applies, however, if immediately
after the most recent disposition of the bond by a person stripping one or more
coupons from the bond and disposing of the bond or coupon (i) there is no
original issue discount (or only a de minimis amount of original issue discount)
or (ii) the annual stated rate of interest payable on the original bond is no
more than one percentage point lower than the gross interest rate payable on the
original mortgage loan (before subtracting any servicing fee or any stripped
coupon). If interest payable on a Grantor Trust Fractional Interest Certificate
is more than one percentage point lower than the gross interest rate payable on
the Mortgage Loans, the related Prospectus Supplement will disclose that fact.
If the original issue discount or market discount on a Grantor Trust Fractional
Interest Certificate determined under the stripped bond rules is less than 0.25%
of the stated redemption price multiplied by the weighted average maturity of
the Mortgage Loans, then such original issue discount or market discount will be
considered to be de minimis. Original issue discount or market discount of only
a de minimis amount will be included in income in the same manner as de minimis
original issue discount and market discount described in "--Taxation of Owners
of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Do Not
Apply" and "--Market Discount" below.
If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, the Certificateholder will be required to
report its share of the interest income on the Mortgage Loans in accordance with
such Certificateholder's normal method of accounting. In that case, the original
issue discount rules will apply, even if the stripped bond rules do not apply,
to a Grantor Trust Fractional Interest Certificate to the extent it evidences an
interest in Mortgage Loans issued with original issue discount.
The original issue discount, if any, on the Mortgage Loans will equal
the difference between the stated redemption price of such Mortgage Loans and
their issue price. For a definition of "stated redemption price", see
"--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount"
above. In general, the issue price of a Mortgage Loan will be the amount
received by the borrower from the lender under the terms of the Mortgage Loan,
less any "points" paid by the borrower, and the stated redemption price of a
Mortgage Loan will equal its principal amount, unless the Mortgage Loan provides
for an initial "teaser", or below-market interest rate. The determination as to
whether original issue discount will be considered to be de minimis will be
calculated using the same test as in the REMIC discussion. See "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above.
In the case of Mortgage Loans bearing adjustable or variable interest
rates, the related Prospectus Supplement will describe the manner in which such
rules will be applied with respect to those Mortgage Loans by the Trustee or
Master Servicer, as applicable, in preparing information returns to the
Certificateholders and the IRS.
If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a Mortgage Loan will be required to be
accrued and reported in income each month, based on a constant yield. Under
recent legislation, Section 1272(a)(6) of the Code requires that a prepayment
assumption be used in computing yield with respect to any pool of debt
instruments, the yield on which may be affected by prepayments. The precise
application of the new legislation is unclear in certain respects. For example,
it is uncertain whether a prepayment assumption will be applied collectively to
all a taxpayer's investments in pools of debt instruments or will be applied on
an investment-by-investment basis. Similarly, as to investments in Grantor Trust
Fractional Interest Certificates, it is not clear whether the assumed prepayment
rate is to be determined at the time of the first sale of the Grantor Trust
Fractional Interest Certificate or, with respect to any holder, at the time of
that holder's purchase of the Grantor Trust Fractional Interest Certificate. It
is recommended that Certificateholders consult their own tax advisors concerning
reporting original issue discount with respect to Grantor Trust Fractional
Interest Certificates and refer to the related Prospectus Supplement with
respect to each Series to determine whether and in what manner the original
issue discount rules will apply to Mortgage Loans in such Series.
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A purchaser of a Grantor Trust Fractional Interest Certificate that
purchases such Grantor Trust Fractional Interest Certificate at a cost less than
such Certificate's allocable portion of the aggregate remaining stated
redemption price of the Mortgage Loans held in the related Trust Fund will also
be required to include in gross income such Certificate's daily portions of any
original issue discount with respect to such Mortgage Loans. However, each such
daily portion will be reduced, if the cost of such Grantor Trust Fractional
Interest Certificate to such purchaser is in excess of such Certificate's
allocable portion of the aggregate "adjusted issue prices" of the Mortgage Loans
held in the related Trust Fund, approximately in proportion to the ratio such
excess bears to such Certificate's allocable portion of the aggregate original
issue discount remaining to be accrued on such Mortgage Loans. The adjusted
issue price of a Mortgage Loan on any given day equals the sum of (i) the
adjusted issue price (or, in the case of the first accrual period, the issue
price) of such Mortgage Loan at the beginning of the accrual period that
includes such day and (ii) the daily portions of original issue discount for all
days during such accrual period prior to such day. The adjusted issue price of a
Mortgage Loan at the beginning of any accrual period will equal the issue price
of such Mortgage Loan, increased by the aggregate amount of original issue
discount with respect to such Mortgage Loan that accrued in prior accrual
periods, and reduced by the amount of any payments made on such Mortgage Loan in
prior accrual periods of amounts included in its stated redemption price.
In the absence of statutory or administrative clarification, it is
currently intended that information reports or returns to the IRS and
Certificateholders will be based on a prepayment assumption (the "Prepayment
Assumption") determined when Certificates are offered and sold hereunder and
disclosed in the related Prospectus Supplement, and on a constant yield computed
using a representative initial offering price for each Class of Certificates.
However, neither the Depositor nor any other person will make any representation
that the Mortgage Loans will in fact prepay at a rate conforming to such
Prepayment Assumption or any other rate or that the Prepayment Assumption will
not be challenged by the IRS on audit. Certificateholders also should bear in
mind that the use of a representative initial offering price will mean that such
information returns or reports, even if otherwise accepted as accurate by the
IRS, will in any event be accurate only as to the initial Certificateholders of
each Series who bought at that price.
Market Discount. If the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, a Certificateholder may be subject to the
market discount rules of Sections 1276 through 1278 of the Code to the extent an
interest in a Mortgage Loan is considered to have been purchased at a "market
discount", that is, in the case of a Mortgage Loan issued without original issue
discount, at a purchase price less than its remaining stated redemption price
(as defined above), or in the case of a Mortgage Loan issued with original issue
discount, at a purchase price less than its adjusted issue price (as defined
above). If market discount is in excess of a de minimis amount (as described
below), the holder generally will be required to include in income in each month
the amount of such discount that has accrued (under the rules described in the
next paragraph) through such month that has not previously been included in
income, but limited, in the case of the portion of such discount that is
allocable to any Mortgage Loan, to the payment of stated redemption price on
such Mortgage Loan that is received by (or, in the case of accrual basis
Certificateholders, due to) the Trust Fund in that month. A Certificateholder
may elect to include market discount in income currently as it accrues (under a
constant yield method based on the yield of the Certificate to such holder)
rather than including it on a deferred basis in accordance with the foregoing
under rules similar to those described in "--Taxation of Owners of REMIC Regular
Interests--Market Discount" above.
Section 1276(b)(3) of the Code authorizes the Treasury Department to
issue regulations providing for the method for accruing market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the Treasury Department, certain
rules described in the Committee Report apply. Under those rules, in each
accrual period market discount on the Mortgage Loans should accrue, at the
holder's option: (i) on the basis of a constant yield method, (ii) in the case
of a Mortgage Loan issued without original issue discount, in an amount that
bears the same ratio to the total remaining market discount as the stated
interest paid in the accrual period bears to the total stated interest remaining
to be paid on the Mortgage Loan as of the beginning of the accrual period, or
(iii) in the case of a Mortgage Loan issued with
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original issue discount, in an amount that bears the same ratio to the total
remaining market discount as the original issue discount accrued in the accrual
period bears to the total original issue discount remaining at the beginning of
the accrual period.
Under recent legislation, Section 1272(a)(6) of the Code requires that
a prepayment assumption be used in computing the accrual of original issue
discount with respect to any pool of debt instruments, the yield on which may be
affected by prepayments. Because the Mortgage Loans will be such a pool, it
appears that the prepayment assumption used (or that would be used) in
calculating the accrual of original issue discount, if any, is also to be used
in calculating the accrual of market discount. However, the precise application
of the new legislation is unclear in certain respects. For example, it is
uncertain whether a prepayment assumption will be applied collectively to all of
a taxpayer's investments in pools of debt instruments or will be applied on an
investment-by-investment basis. Similarly, it is not clear whether the assumed
prepayment rate is to be determined at the time of the first sale of the Grantor
Trust Fractional Interest Certificate or, with respect to any holder, at the
time of that holder's purchase of the Grantor Trust Fractional Interest
Certificate. Moreover, because the regulations referred to in the preceding
paragraph have not been issued, it is not possible to predict what effect such
regulations might have on the tax treatment of a Mortgage Loan purchased at a
discount in the secondary market. It is recommended that Certificateholders
consult their own tax advisors concerning accrual of market discount with
respect to Grantor Trust Fractional Interest Certificates and should refer to
the related Prospectus Supplement with respect to each Series to determine
whether and in what manner the market discount will apply to Mortgage Loans
purchased at a market discount in such Series.
To the extent that the Mortgage Loans provide for periodic payments of
stated redemption price, market discount may be required to be included in
income at a rate that is not significantly slower than the rate at which such
discount would be included in income if it were original issue discount.
Market discount with respect to Mortgage Loans may be considered to be
de minimis and, if so, will be includible in income under de minimis rules
similar to those described above in "--REMICs--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount" above.
Further, under the rules described above in "--REMICs--Taxation of
Owners of REMIC Regular Certificates--Market Discount", any discount that is not
original issue discount and exceeds a de minimis amount may require the deferral
of interest expense deductions attributable to accrued market discount not yet
includible in income, unless an election has been made to report market discount
currently as it accrues. This rule applies without regard to the origination
dates of the Mortgage Loans.
Premium. If a Certificateholder is treated as acquiring the underlying
Mortgage Loans at a premium, that is, at a price in excess of their remaining
stated redemption price, such Certificateholder may elect under Section 171 of
the Code to amortize using a constant yield method the portion of such premium
allocable to Mortgage Loans originated after September 27, 1985. Amortizable
premium is treated as an offset to interest income on the related debt
instrument, rather than as a separate interest deduction. However, premium
allocable to Mortgage Loans originated before September 28, 1985 or to Mortgage
Loans for which an amortization election is not made, should be allocated among
the payments of stated redemption price on the Mortgage Loan and be allowed as a
deduction as such payments are made (or, for a Certificateholder using the
accrual method of accounting, when such payments of stated redemption price are
due).
It appears that a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Code similar to that
described for calculating the accrual of market discount of Grantor Trust
Fractional Interest Certificates. See "--Taxation of Owners of Grantor Trust
Fractional Interest Certificates -- Market Discount", above.
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Taxation of Owners of Grantor Trust Strip Certificates. The "stripped
coupon" rules of Section 1286 of the Code will apply to the Grantor Trust Strip
Certificates. Except as described above in "--Taxation of Owners of Grantor
Trust Fractional Interest Certificates-If Stripped Bond Rules Apply", no
regulations or published rulings under Section 1286 of the Code have been issued
and some uncertainty exists as to how it will be applied to securities such as
the Grantor Trust Strip Certificates. Accordingly, it is recommended that
holders of Grantor Trust Strip Certificates consult their tax advisors
concerning the method to be used in reporting income or loss with respect to
such Certificates.
The OID Regulations do not apply to "stripped coupons", although they
provide general guidance as to how the original issue discount sections of the
Code will be applied.
Under the stripped coupon rules, it appears that original issue
discount will be required to be accrued in each month on the Grantor Trust Strip
Certificates based on a constant yield method. In effect, each holder of Grantor
Trust Strip Certificates would include as interest income in each month an
amount equal to the product of such holder's adjusted basis in such Grantor
Trust Strip Certificate at the beginning of such month and the yield of such
Grantor Trust Strip Certificate to such holder. Such yield would be calculated
based on the price paid for that Grantor Trust Strip Certificate by its holder
and the payments remaining to be made thereon at the time of the purchase, plus
an allocable portion of the servicing fees and expenses to be paid with respect
to the Mortgage Loans. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Apply" above.
As noted above, Section 1272(a)(6) of the Code requires that a
prepayment assumption be used in computing the accrual of original issue
discount with respect to certain categories of debt instruments, and that
adjustments be made in the amount and rate of accrual of such discount when
prepayments do not conform to such prepayment assumption. It appears that those
provisions would apply to Grantor Trust Strip Certificates. It is uncertain
whether the assumed prepayment rate would be determined based on conditions at
the time of the first sale of the Grantor Trust Strip Certificate or, with
respect to any subsequent holder, at the time of purchase of the Grantor Trust
Strip Certificate by that holder.
If the method for computing original issue discount under Section
1272(a)(6) results in a negative amount of original issue discount as to any
accrual period with respect to a REMIC Regular Certificate, the amount of
original issue discount allocable to such accrual period will be zero. That is,
no current deduction of such negative amount will be allowed to the holder of
such Certificate. The holder will instead only be permitted to offset such
negative amount against future positive original issue discount (if any)
attributable to such a Certificate. Although not free from doubt, it is possible
that a Certificateholder may be permitted to deduct a loss to the extent his or
her basis in the Certificate exceeds the maximum amount of payments such
Certificateholder could ever receive with respect to such Certificate. However,
any such loss may be a capital loss, which is limited in its deductibility. The
foregoing considerations are particularly relevant to Stripped Interest
Certificates, which can have negative yields under circumstances that are not
default related. See "Risk Factors--Effect of Prepayments on Yield of
Certificates" herein.
The accrual of income on the Grantor Trust Strip Certificates will be
significantly slower using a prepayment assumption than if yield is computed
assuming no prepayments. In the absence of statutory or administrative
clarification, it currently is intended to base information returns or reports
to the IRS and Certificateholders on the Prepayment Assumption disclosed in the
related Prospectus Supplement and on a constant yield computed using a
representative initial offering price for each Class of Certificates. However,
neither the Depositor nor any other person will make any representation that the
Mortgage Loans will in fact prepay at a rate conforming to the Prepayment
Assumption or at any other rate or that the Prepayment Assumption will not be
challenged by the IRS on audit. Certificateholders also should bear in mind that
the use
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of a representative initial offering price will mean that such information
returns or reports, even if otherwise accepted as accurate by the IRS, will in
any event be accurate only as to the initial Certificateholders of each Series
who bought at that price. It is recommended that prospective purchasers of the
Grantor Trust Strip Certificates consult their tax advisors regarding the use of
the Prepayment Assumption.
Sales of Grantor Trust Certificates. Any gain or loss, equal to the
difference between the amount realized on the sale or exchange of a Grantor
Trust Certificate and its adjusted basis, recognized on such sale or exchange of
a Grantor Trust Certificate by an investor who holds such Grantor Trust
Certificate as a capital asset, will be capital gain or loss, except to the
extent of accrued and unrecognized market discount, which will be treated as
ordinary income, and (in the case of banks and other financial institutions)
except as provided under Section 582(c) of the Code. The adjusted basis of a
Grantor Trust Certificate generally will equal its cost, increased by any income
reported by the seller (including original issue discount and market discount
income) and reduced (but not below zero) by any previously reported losses, any
amortized premium and by any distributions with respect to such Grantor Trust
Certificate. The Code as of the date of this Prospectus provides for lower rates
as to long-term capital gains, than those applicable to the short-term capital
gains and ordinary income realized or received by individuals. No such rate
differential exists for corporations. In addition, the distinction between a
capital gain or loss and ordinary income or loss remains relevant for other
purposes.
Gain or loss from the sale of a Grantor Trust Certificate may be
partially or wholly ordinary and not capital in certain circumstances. Gain
attributable to accrued and unrecognized market discount will be treated as
ordinary income, as will gain or loss recognized by banks and other financial
institutions subject to Section 582(c) of the Code. Furthermore, a portion of
any gain that might otherwise be capital gain may be treated as ordinary income
to the extent that the Grantor Trust Certificate is held as part of a
"conversion transaction" within the meaning of Section 1258 of the Code. A
conversion transaction generally is one in which the taxpayer has taken two or
more positions in the same or similar property that reduce or eliminate market
risk, if substantially all of the taxpayer's return is attributable to the time
value of the taxpayer's net investment in such transaction. The amount of gain
realized in a conversion transaction that is recharacterized as ordinary income
generally will not exceed the amount of interest that would have accrued on the
taxpayer's net investment at 120% of the appropriate "applicable Federal rate"
(which rate is computed and published monthly by the IRS) at the time the
taxpayer enters into the conversion transaction, subject to appropriate
reduction for prior inclusion of interest and other ordinary income items from
the transaction.
Finally, a taxpayer may elect to have net capital gain taxed at
ordinary income rates rather than capital gains rates in order to include such
net capital gain in total net investment income for that taxable year, for
purposes of the rule that limits the deduction of interest on indebtedness
incurred to purchase or carry property held for investment to a taxpayer's net
investment income.
Grantor Trust Reporting. Unless otherwise provided in the related
Prospectus Supplement, the Trustee or Master Servicer, as applicable, will
furnish to each holder of a Grantor Trust Certificate with each distribution a
statement setting forth the amount of such distribution allocable to principal
on the underlying Mortgage Loans and to interest thereon at the related
Pass-Through Rate. In addition, the Trustee or Master Servicer, as applicable,
will furnish, within a reasonable time after the end of each calendar year, to
each holder of a Grantor Trust Certificate who was such a holder at any time
during such year, information regarding the amount of servicing compensation
received by the Master Servicer, the Special Servicer or any Sub-Servicer, and
such other customary factual information as the Depositor or the reporting party
deems necessary or desirable to enable holders of Grantor Trust Certificates to
prepare their tax returns and will furnish comparable information to the IRS as
and when required by law to do so. Because the rules for accruing discount and
amortizing premium with respect to the Grantor Trust Certificates are uncertain
in various respects, there is no assurance the IRS will agree with the Trustee's
or Master Servicer's, as the case may be, information reports of such items of
income and expense. Moreover, such information reports, even if otherwise
accepted as accurate by the IRS, will in any event be accurate only as to the
initial Certificateholders that bought their Certificates at the representative
initial offering price used in preparing such reports.
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On August 13, 1998, the Service published proposed regulations, which
will, when effective, establish a reporting framework for interests in "widely
held fixed investment trusts" similar to that for regular interests in REMICs. A
widely-held fixed investment trust is defined as any entity classified as a
"trust" under Treasury Regulation Section 301.7701-4(c) in which any interest is
held by a middleman (which includes, but is not limited to, a custodian of a
person's account, a nominee, and a broker holding an interest for a customer in
street name). These regulations are proposed to be effective for calendar years
beginning on or after the date that the final regulations are published in the
Federal Register.
Backup Withholding. In general, the rules described above in
"--REMICs--Backup Withholding with Respect to REMIC Certificates" will also
apply to Grantor Trust Certificates.
Foreign Investors. In general, the discussion with respect to REMIC
Regular Certificates in "--REMICs--Foreign Investors in REMIC Certificates"
above applies to Grantor Trust Certificates except that Grantor Trust
Certificates will, unless otherwise disclosed in the related Prospectus
Supplement, be eligible for exemption from U.S. withholding tax, subject to the
conditions described in such discussion, only to the extent the related Mortgage
Loans were originated after July 18, 1984.
To the extent that interest on a Grantor Trust Certificate would be
exempt under Sections 871(h)(1) and 881(c) of the Code from United States
withholding tax, and the Grantor Trust Certificate is not held in connection
with a Certificateholder's trade or business in the United States, such Grantor
Trust Certificate will not be subject to United States estate taxes in the
estate of a nonresident alien individual.
STATE AND OTHER TAX CONSEQUENCES
In addition to the federal income tax consequences described in
"Federal Income Tax Consequences", potential investors should consider the state
and local tax consequences of the acquisition, ownership, and disposition of the
Offered Certificates. State tax law may differ substantially from the
corresponding federal law, and the discussion above does not purport to describe
any aspect of the tax laws of any state or other jurisdiction. Therefore, it is
recommended that prospective investors consult their tax advisors with respect
to the various tax consequences of investments in the Offered Certificates.
ERISA CONSIDERATIONS
GENERAL
ERISA and the Code impose certain requirements on employee benefit
plans, and on certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts (and as applicable, insurance company
general accounts) in which such plans, accounts or arrangements are invested
that are subject to the fiduciary responsibility provisions of ERISA and Section
4975 of the Code ("Plans"), and on persons who are fiduciaries with respect to
such Plans, in connection with the investment of Plan assets. Certain employee
benefit plans, such as governmental plans (as defined in ERISA Section 3(32)),
and, if no election has been made under Section 410(d) of the Code, church plans
(as defined in Section 3(33) of ERISA) are not subject to ERISA requirements.
Accordingly, assets of such plans may be invested in Offered Certificates
without regard to the ERISA considerations described below, subject to the
provisions of other applicable federal and state law. Any such plan which is
qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code,
however, is subject to the prohibited transaction rules set forth in Section 503
of the Code.
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ERISA generally imposes on Plan fiduciaries certain general fiduciary
requirements, including those of investment prudence and diversification and the
requirement that a Plan's investments be made in accordance with the documents
governing the Plan. In addition, Section 406 of ERISA and Section 4975 of the
Code prohibit a broad range of transactions involving assets of a Plan and
persons ("parties in interest" within the meaning of ERISA and "disqualified
persons" within the meaning of the Code; collectively, "Parties in Interest")
who have certain specified relationships to the Plan, unless a statutory or
administrative exemption is available. The types of transactions between Plans
and Parties in Interest that are prohibited include: (a) sales, exchanges or
leases of property, (b) loans or other extensions of credit and (c) the
furnishing of goods and services. Certain Parties in Interest that participate
in a prohibited transaction may be subject to an excise tax imposed pursuant to
Section 4975 of the Code or a penalty imposed pursuant to Section 502(i) of
ERISA, unless a statutory or administrative exemption is available. In addition,
the persons involved in the prohibited transaction may have to rescind the
transaction and pay an amount to the Plan for any losses realized by the Plan or
profits realized by such persons, individual retirement accounts involved in the
transaction may be disqualified resulting in adverse tax consequences to the
owner of such account and certain other liabilities could result that would have
a significant adverse effect on such person.
PLAN ASSET REGULATIONS
A Plan's investment in Offered Certificates may cause the underlying
Mortgage Assets and other assets included in a related Trust Fund to be deemed
assets of such Plan. Section 2510.3-101 of the regulations (the "Plan Asset
Regulations") of the United States Department of Labor (the "DOL") provides that
when a Plan acquires an equity interest in an entity, the Plan's assets include
both such equity interest and an undivided interest in each of the underlying
assets of the entity, unless certain exceptions apply, including that the equity
participation in the entity by "benefit plan investors" (i.e., Plans and certain
employee benefit plans not subject to ERISA) is not "significant", both as
defined therein. For this purpose, in general, equity participation by benefit
plan investors will be "significant" on any date if 25% or more of the value of
any class of equity interests in the entity is held by benefit plan investors
(determined by not including the investments of persons with discretionary
authority or control over the assets of such entity, of any person who provides
investment advice for a fee (direct or indirect) with respect to such assets,
and "affiliates" (as defined in the DOL regulations relating to Plan assets) of
such persons). Equity participation in a Trust Fund will be significant on any
date if immediately after the most recent acquisition of any Certificate, 25% or
more of any Class of Certificates is held by benefit plan investors (determined
by not including the investments of the Depositor, the Trustee, the Master
Servicer, the Special Servicer, any other parties with discretionary authority
over the assets of a Trust Fund and their respective affiliates).
Any person who has discretionary authority or control respecting the
management or disposition of Plan assets, and any person who provides investment
advice with respect to such assets for a fee, is a fiduciary of the investing
Plan. If the Mortgage Assets and other assets included in a Trust Fund
constitute Plan assets, then any party exercising management or discretionary
control regarding those assets, such as a Master Servicer, a Special Servicer,
any Sub-Servicer, a Trustee, the obligor under any related credit enhancement
mechanism, or certain affiliates thereof may be deemed to be a Plan "fiduciary"
with respect to the investing Plan and thus subject to the fiduciary
responsibility provisions of ERISA. In addition, if the underlying assets of a
Trust Fund constitute Plan assets, the Depositor, any related REMIC
Administrator, any related Manager, any mortgagor with respect to a related
Mortgage Loan or a mortgage loan underlying a related MBS, as well as each of
the parties described in the preceding sentence, may become Parties in Interest
with respect to an investing Plan (or of a Plan holding an interest in an
investing entity). Thus, if the Mortgage Assets and other assets included in a
Trust Fund constitute Plan assets, the operation of the Trust Fund, may involve
a prohibited transaction under ERISA or the Code. For example, if a person who
is a Party in Interest with respect to an investing Plan is a mortgagor with
respect to a Mortgage Loan included in a Trust Fund, the purchase of
Certificates by the Plan could constitute a prohibited loan between a Plan and a
Party in Interest.
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The Plan Asset Regulations provide that where a Plan acquires a
"guaranteed governmental mortgage pool certificate", the Plan's assets include
such certificate but do not solely by reason of the Plan's holdings of such
certificate include any of the mortgages underlying such certificate. The Plan
Asset Regulations include in the definition of a "guaranteed governmental
mortgage pool certificate" certain FHLMC Certificates, GNMA Certificates and
FNMA Certificates, but do not include FAMC Certificates. Accordingly, even if
such types of MBS (other than FAMC Certificates) included in a Trust Fund were
deemed to be assets of Plan investors, the mortgages underlying such MBS (other
than FAMC Certificates) would not be treated as assets of such Plans. Thus, the
prohibited transaction described in the preceding paragraph (regarding a
prohibited loan) would not occur with respect to such types of MBS (other than
FAMC Certificates) held in a Trust Fund, even if such MBS were treated as assets
of Plans. Private label mortgage participations, mortgage pass-through
certificates, FAMC Certificates or other mortgage-backed securities are not
"guaranteed governmental mortgage pool certificates" within the meaning of the
Plan Asset Regulations.
In addition, and without regard to whether the Mortgage Assets and
other assets included in a Trust Fund constitute Plan assets, the acquisition or
holding of Offered Certificates by or on behalf of a Plan could give rise to a
prohibited transaction if the Depositor, the related Trustee or any related
Underwriter, Master Servicer, Special Servicer, Sub-Servicer, REMIC
Administrator, Manager, mortgagor or obligor under any credit enhancement
mechanism, or any of certain affiliates thereof, is or becomes a Party in
Interest with respect to an investing Plan. Accordingly, potential Plan
investors should consult their counsel and review the ERISA discussion in the
related Prospectus Supplement before purchasing any such Certificates.
PROHIBITED TRANSACTION EXEMPTIONS
In considering an investment in the Offered Certificates, a Plan
fiduciary should consider the availability of prohibited transaction exemptions
promulgated by the DOL including, among others, Prohibited Transaction Class
Exemption ("PTCE") 75-1, which exempts certain transactions involving Plans and
certain broker-dealers, reporting dealers and banks; PTCE 90-1, which exempts
certain transactions between insurance company separate accounts and Parties in
Interest; PTCE 91-38, which exempts certain transactions between bank collective
investment funds and Parties in Interest; PTCE 84-14, which exempts certain
transactions effected on behalf of a Plan by a "qualified professional asset
manager"; PTCE 95-60, which exempts certain transactions between insurance
company general accounts and Parties in Interest; and PTCE 96-23, which exempts
certain transactions effected on behalf of a Plan by an "in-house asset
manager". There can be no assurance that any of these class exemptions will
apply with respect to any particular Plan investment in the Certificates or,
even if it were deemed to apply, that any exemption would apply to all
transactions that may occur in connection with such investment. The Prospectus
Supplement with respect to the Offered Certificates of any Series may contain
additional information regarding the availability of other exemptions with
respect to such Offered Certificates.
INSURANCE COMPANY GENERAL ACCOUNTS
In addition to any exemption that may be available under PTCE 95-60 for
the purchase and holding of Offered Certificates by an insurance company general
account, the Small Business Job Protection Act of 1996 added a new Section
401(c) to ERISA, which provides certain exemptive relief from the provisions of
Part 4 of Title I of ERISA and Section 4975 of the Code, including the
prohibited transaction restrictions imposed by ERISA and the related excise
taxes imposed by the Code, for transactions involving an insurance company
general account. Pursuant to Section 401(c) of ERISA, the DOL is required to
issue final regulations ("401(c) Regulations") no later than December 31, 1997,
which are to provide guidance for the purpose of determining, in cases where
insurance policies supported by an insurer's general account are issued to or
for the benefit of a Plan on or before December 31, 1998, which general account
assets constitute Plan assets. Section 401(c) of ERISA generally provides that,
until the date which is 18 months after the 401(c) Regulations become final, no
person shall be subject to liability under Part 4 of Title I of ERISA and
Section 4975 of the Code on the basis of a claim that the assets of an insurance
company general account constitute Plan assets, unless (i) as otherwise provided
by the Secretary of Labor in the 401(c) Regulations to prevent avoidance of the
regulations or (ii) an
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action is brought by the Secretary of Labor for certain breaches of fiduciary
duty which would also constitute a violation of federal or state criminal law.
Any assets of an insurance company general account which support insurance
policies issued to a Plan after December 31, 1998 or issued to Plans on or
before December 31, 1998 for which the insurance company does not comply with
the 401(c) Regulations may be treated as Plan assets. In addition, because
Section 401(c) does not relate to insurance company separate accounts, separate
account assets are still treated as Plan assets of any Plan invested in such
separate account. Insurance companies contemplating the investment of general
account assets in Offered Certificates should consult with their legal counsel
with respect to the applicability of Section 401(c) of ERISA, including the
general account's ability to continue to hold such Certificates after the date
which is 18 months after the date the 401(c) Regulations become final.
CONSULTATION WITH COUNSEL
Any Plan fiduciary which proposes to purchase Offered Certificates on
behalf of or with assets of a Plan should consider its general fiduciary
obligations under ERISA and should consult with its counsel with respect to the
potential applicability of ERISA and the Code to such investment and the
availability of any prohibited transaction exemption in connection therewith.
TAX EXEMPT INVESTORS
A Plan that is exempt from federal income taxation pursuant to Section
501 of the Code (a "Tax Exempt Investor") nonetheless will be subject to federal
income taxation to the extent that its income is "unrelated business taxable
income" ("UBTI") within the meaning of Section 512 of the Code. All "excess
inclusions" of a REMIC allocated to a REMIC Residual Certificate held by a
Tax-Exempt Investor will be considered UBTI and thus will be subject to federal
income tax. See "Federal Income Tax Consequences--REMICs--Taxation of Owners of
REMIC Residual Certificates-Excess Inclusions".
LEGAL INVESTMENT
If and to the extent so specified in the related Prospectus Supplement,
the Offered Certificates of any Series will constitute "mortgage related
securities" for purposes of SMMEA. In general, "mortgage related securities" are
legal investments for persons, trusts, corporations, partnerships, associations,
business trusts and business entities (including depository institutions,
insurance companies and pension funds) created pursuant to or existing under the
laws of the United States or of any state (including the District of Columbia
and Puerto Rico), and whose authorized investments are subject to state
regulation, to the same extent that, under applicable law, obligations issued by
or guaranteed as to principal and interest by the United States or any agency or
instrumentality thereof constitute legal investments for such entities. The
appropriate characterization of those Offered Certificates not qualifying as
"mortgage related securities" ("Non-SMMEA Certificates") under various legal
investment restrictions, and thus the ability of investors subject to these
restrictions to purchase such Offered Certificates, may be subject to
significant interpretive uncertainties. Accordingly, investors whose investment
authority is subject to legal restrictions should consult their own legal
advisors to determine whether and to what extent the Non-SMMEA Certificates
constitute legal investments for them.
Prior to December 31, 1996, only Classes of Offered Certificates that
(i) were rated in one of the two highest rating categories by one or more Rating
Agencies and (ii) were part of a Series evidencing interests in a Trust Fund
consisting of loans directly secured by a first lien on a single parcel of real
estate upon which is located a dwelling or mixed residential and commercial
structure, and originated by the types of originators specified in SMMEA, would
be "mortgage related securities" for purposes of SMMEA. Furthermore, under
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SMMEA as originally enacted, if a state enacted legislation on or before October
3, 1991 that specifically limited the legal investment authority of any the
entities referred to in the preceding paragraph with respect to "mortgage
related securities" under such definition, Offered Certificates would constitute
legal investments for entities subject to such legislation only to the extent
provided in such legislation.
Effective December 31, 1996, the definition of "mortgage related
securities" was modified to include among the types of loans to which such
securities may relate, loans secured by "one or more parcels of real estate upon
which is located one or more commercial structures". In addition, the related
legislative history states that this expanded definition includes multifamily
loans secured by more than one parcel of real estate upon which is located more
than one structure. Until September 23, 2001, any state may enact legislation
limiting the extent to which "mortgage related securities" under this expanded
definition would constitute legal investments under that state's laws. However,
enactment by a state of any such legislative restrictions will not affect the
validity of any contractual commitment to purchase, hold or invest in securities
qualifying as "mortgage related securities" that was made, and will not require
the sale or disposition of any securities that were acquired, prior to enactment
of such state legislation.
SMMEA also amended the legal investment authority of federally
chartered depository institutions as follows: federal savings and loan
associations and federal savings banks may invest in, sell or otherwise deal in
"mortgage related securities" without limitation as to the percentage of their
assets represented thereby, federal credit unions may invest in such securities,
and national banks may purchase such securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C. Section 24 (Seventh), subject in each case to such
regulations as the applicable federal regulatory authority may prescribe.
In this connection, the Office of the Comptroller of the Currency (the "OCC")
has amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell
for their own account, without limitation as to a percentage of the bank's
capital and surplus (but subject to compliance with certain general standards in
12 C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit
information), certain "Type IV securities", defined in 12 C.F.R. Section 1.2(1)
to include certain "commercial mortgage-related securities" and "residential
mortgage-related securities". As so defined, "commercial mortgage-related
security" and "residential mortgage-related security" mean, in relevant part,
"mortgage related security" within the meaning of SMMEA, provided that, in the
case of a "commercial mortgage-related security", it "represents ownership of a
promissory note or certificate of interest or participation that is directly
secured by a first lien on one or more parcels of real estate upon which one or
more commercial structures are located and that is fully secured by interests in
a pool of loans to numerous obligors". In the absence of any rule or
administrative interpretation by the OCC defining the term "numerous obligors",
no representation is made as to whether any Class of Offered Certificates will
qualify as "commercial mortgage-related securities", and thus as "Type IV
securities", for investment by national banks. The National Credit Union
Administration (the "NCUA") has adopted rules, codified at 12 C.F.R. Part 703,
which permit federal credit unions to invest in "mortgage related securities"
under certain limited circumstances, other than stripped mortgage related
securities, residual interests in mortgage related securities, and commercial
mortgage related securities, unless the credit union has obtained written
approval from the NCUA to participate in the "investment pilot program"
described in 12 C.F.R. Section 703.140. The Office of Thrift Supervision
(the "OTS") has issued Thrift Bulletin 13a (December 1, 1998), "Management of
Interest Rate Risk, Investment Securities, and Derivatives Activities", which
thrift institutions subject to the jurisdiction of the OTS should consider
before investing in any of the Offered Certificates.
All depository institutions considering an investment in the Offered
Certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" (the "1998 Policy Statement") of
the Federal Financial Institutions Examination Council, which has been adopted
by the Board of Governors of the Federal Reserve System, the Federal Deposit
Insurance Corporation (the "FDIC"), the OCC and the OTS effective May 26, 1998,
and by the NCUA effective October 1, 1998. The 1998 Policy Statement sets forth
general guidelines which depository institutions must follow in managing risks
(including market, credit, liquidity, operational (transaction), and legal
risks) applicable to all securities (including mortgage pass-through securities
and mortgage-derivative products) used for investment purposes.
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Institutions whose investment activities are subject to regulation by
federal or state authorities should review rules, policies and guidelines
adopted from time to time by such authorities before purchasing any Offered
Certificates, as certain Series or Classes of Offered Certificates may be deemed
unsuitable investments, or may otherwise be restricted, under such rules,
policies or guidelines (in certain instances irrespective of SMMEA).
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income paying" and, with regard to any Offered
Certificates issued in book-entry form, provisions which may restrict or
prohibit investments in securities which are issued in book-entry form.
Except as to the status of certain Classes of Offered Certificates as
"mortgage related securities", no representations are made as to the proper
characterization of the Offered Certificates for legal investment purposes,
financial institution regulatory purposes, or other purposes, or as to the
ability of particular investors to purchase Offered Certificates under
applicable legal investment restrictions. The uncertainties described above (and
any unfavorable future determinations concerning legal investment of financial
institution regulatory characteristics of the Offered Certificates) may
adversely affect the liquidity of the Offered Certificates.
Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements or review
by regulatory authorities should consult with their legal advisors in
determining whether and to what extent the Offered Certificates of any Class and
Series constitute legal investments or are subject to investment, capital or
other restrictions and, if applicable, whether SMMEA has been overridden in any
jurisdiction relevant to such investor.
USE OF PROCEEDS
Unless otherwise specified in the related Prospectus Supplement, the
net proceeds to be received from the sale of the Certificates of any Series will
be applied by the Depositor to the purchase of Trust Assets or will be used by
the Depositor to cover expenses related thereto. The Depositor expects to sell
the Certificates from time to time, but the timing and amount of offerings of
Certificates will depend on a number of factors, including the volume of
Mortgage Assets acquired by the Depositor, prevailing interest rates,
availability of funds and general market conditions.
METHOD OF DISTRIBUTION
The Certificates offered hereby and by the related Prospectus
Supplements will be offered in Series through one or more of the methods
described below. The Prospectus Supplement prepared for the Offered Certificates
of each Series will describe the method of offering being utilized for such
Offered Certificates and will state the net proceeds to the Depositor from the
sale of such Offered Certificates.
The Depositor intends that Offered Certificates will be offered through
the following methods from time to time and that offerings may be made
concurrently through more than one of these methods or that an offering of the
Offered Certificates of a particular Series may be made through a combination of
two or more of these methods. Such methods are as follows:
1. By negotiated firm commitment or best efforts underwriting and
public offering by one or more
underwriters specified in the related Prospectus Supplement;
2. By placements by the Depositor with institutional investors through
dealers; and
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3. By direct placements by the Depositor with institutional investors.
In addition, if specified in the related Prospectus Supplement, the Offered
Certificates of a Series may be offered in whole or in part to the seller of the
related Mortgage Assets that would comprise the Trust Fund for such
Certificates. Furthermore, the Trust Fund for one Series of Offered Certificates
may include Offered Certificates from other Series.
If underwriters are used in a sale of any Offered Certificates (other
than in connection with an underwriting on a best efforts basis), such
Certificates will be acquired by the underwriters for their own account and may
be resold from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices to be
determined at the time of sale or at the time of commitment therefor. The
managing underwriter or underwriters with respect to the offer and sale of
Offered Certificates of a particular Series will be set forth on the cover of
the Prospectus Supplement relating to such Series and the members of the
underwriting syndicate, if any, will be named in such Prospectus Supplement.
In connection with the sale of Offered Certificates, underwriters may
receive compensation from the Depositor or from purchasers of the Offered
Certificates in the form of discounts, concessions or commissions. Underwriters
and dealers participating in the distribution of the Offered Certificates may be
deemed to be underwriters in connection with such Certificates, and any
discounts or commissions received by them from the Depositor and any profit on
the resale of Offered Certificates by them may be deemed to be underwriting
discounts and commissions under the Securities Act.
It is anticipated that the underwriting agreement pertaining to the
sale of the Offered Certificates of any Series will provide that the obligations
of the underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all such Certificates if any are
purchased (other than in connection with an underwriting on a best efforts
basis) and that, in limited circumstances, the Depositor will indemnify the
several underwriters and the underwriters will indemnify the Depositor against
certain civil liabilities, including liabilities under the Securities Act, or
will contribute to payments required to be made in respect thereof.
The Prospectus Supplement with respect to any Series offered by
placements through dealers will contain information regarding the nature of such
offering and any agreements to be entered into between the Depositor and
purchasers of Offered Certificates of such Series.
The Depositor anticipates that the Offered Certificates will be sold
primarily to institutional investors. Purchasers of Offered Certificates,
including dealers, may, depending on the facts and circumstances of such
purchases, be deemed to be "underwriters" within the meaning of the Securities
Act in connection with reoffers and sales by them of Offered Certificates.
Holders of Offered Certificates should consult with their legal advisors in this
regard prior to any such reoffer or sale.
As to any Series, only those Classes rated in an investment grade
rating category by any Rating Agency will be offered hereby. Any unrated Class
may be initially retained by the Depositor, and may be sold by the Depositor at
any time to one or more institutional investors.
LEGAL MATTERS
Unless otherwise specified in the related Prospectus Supplement,
certain legal matters in connection with the Certificates of each Series,
including certain federal income tax consequences, will be passed upon for the
Depositor by Sidley & Austin.
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FINANCIAL INFORMATION
A new Trust Fund will be formed with respect to each Series, and no
Trust Fund will engage in any business activities or have any assets or
obligations prior to the issuance of the related Series. Accordingly, no
financial statements with respect to any Trust Fund will be included in this
Prospectus or in the related Prospectus Supplement. The Depositor has determined
that its financial statements will not be material to the offering of any
Offered Certificates.
RATING
It is a condition to the issuance of any Class of Offered Certificates
that they shall have been rated not lower than investment grade, that is, in one
of the four highest rating categories, by at least one Rating Agency.
Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders thereof of all collections on the underlying mortgage
assets to which such holders are entitled. These ratings address the structural,
legal and issuer-related aspects associated with such certificates, the nature
of the underlying mortgage assets and the credit quality of the guarantor, if
any. Ratings on mortgage pass-through certificates do not represent any
assessment of the likelihood of principal prepayments by borrowers or of the
degree by which such prepayments might differ from those originally anticipated.
As a result, Certificateholders might suffer a lower than anticipated yield,
and, in addition, holders of Stripped Interest Certificates might, in certain
cases fail to recoup their initial investments. Furthermore, ratings on mortgage
pass-through certificates do not address the price of such certificates or the
suitability of such certificates to the investor.
A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization. Each security rating should be evaluated
independently of any other security rating.
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INDEX OF PRINCIPAL DEFINITIONS
Page
1998 Policy Statement........................................................116
401(c) Regulations...........................................................114
Accrual Certificates..........................................................13
Accrued Certificate Interest..................................................50
ACMs..........................................................................82
ADA...........................................................................85
ARM Loans.....................................................................39
Available Distribution Amount.................................................49
Book-Entry Certificates.......................................................48
Call Risk.....................................................................19
Cash Flow Agreement...........................................................14
CERCLA........................................................................81
Certificate Account...........................................................61
Certificate Notional Amount...................................................12
Certificate Owner.............................................................54
Certificate Principal Balance.................................................12
Certificateholders............................................................49
Certificates...................................................................1
Class..........................................................................1
Closing Date..................................................................10
Code..........................................................................15
Commercial Properties.........................................................29
Commission.....................................................................3
Committee Report..............................................................89
Companion Class...............................................................51
Condemnation Proceeds.........................................................61
Contributions Tax............................................................100
Controlled Amortization Class.................................................51
Controlled Amortization Classes...............................................11
Cooperatives..................................................................30
CPR...........................................................................45
Credit Support................................................................14
Crime Control Act.............................................................85
Cut-off Date..................................................................10
Debt Service Coverage Ratio...................................................37
Definitive Certificates.......................................................48
Depositor......................................................................1
Determination Date............................................................49
Distribution Date.............................................................13
Distribution Date Statement...................................................52
DOL..........................................................................113
DTC............................................................................3
DTC Participants..............................................................28
Due Dates.....................................................................39
Due Period....................................................................43
Equity Participation..........................................................39
ERISA.........................................................................15
Events of Default.............................................................69
Excess Funds..................................................................47
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Page
Exchange Act...................................................................3
Extension Risk................................................................19
FAMC..........................................................................40
FAMC Certificates.............................................................40
FDIC.........................................................................116
FHLMC.........................................................................40
FHLMC Certificates............................................................40
Financial Intermediary........................................................54
FNMA..........................................................................40
FNMA Certificates.............................................................40
Garn Act......................................................................83
GNMA..........................................................................40
GNMA Certificates.............................................................40
Grantor Trust Certificates....................................................15
Grantor Trust Fractional Interest Certificate................................104
Grantor Trust Fund............................................................86
Grantor Trust Strip Certificate..............................................104
Insurance Proceeds............................................................61
IRS...........................................................................89
Issue Premium.................................................................95
Lender Liability Act..........................................................81
Letter of Credit Bank.........................................................74
Liquidation Proceeds..........................................................61
Loan-to-Value Ratio...........................................................38
Lock-out Date.................................................................39
Lock-out Period...............................................................39
Manager........................................................................8
Mark-to-Market Regulations....................................................98
Master Servicer................................................................8
MBS....................................................................1, 10, 29
MBS Administrator..............................................................8
MBS Agreement.................................................................40
MBS Issuer....................................................................40
MBS Servicer..................................................................40
MBS Trustee...................................................................40
Mortgage Asset Pool............................................................1
Mortgage Asset Seller.........................................................29
Mortgage Assets............................................................1, 29
Mortgage Loans..........................................................1, 8, 29
Mortgage Notes................................................................29
Mortgage Rate..................................................................9
Mortgaged Properties..........................................................29
Mortgages.....................................................................29
Multifamily Properties........................................................29
NCUA.........................................................................116
Net Leases....................................................................38
Net Operating Income..........................................................37
Non-SMMEA Certificates.......................................................115
Nonrecoverable Advance........................................................52
OCC..........................................................................116
Offered Certificates...........................................................1
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Page
OID Regulations...............................................................87
Originator....................................................................30
OTS..........................................................................116
Parties in Interest..........................................................113
Pass-Through Rate.............................................................12
Percentage Interest...........................................................49
Permitted Investments.........................................................61
Plan Asset Regulations.......................................................113
Plans........................................................................112
Pooling Agreement.............................................................11
Prepayment Assumption...............................................89, 106, 108
Prepayment Interest Shortfall.................................................43
Prepayment Premium............................................................39
Prohibited Transactions Tax..................................................100
Prospectus Supplement..........................................................1
PTCE.........................................................................114
Purchase Price................................................................57
R&R Properties................................................................36
Rating Agency.................................................................16
Record Date...................................................................49
Related Proceeds..............................................................52
Relief Act....................................................................85
Religious Facilities..........................................................37
REMIC......................................................................2, 86
REMIC Administrator............................................................8
REMIC Certificates............................................................86
REMIC Provisions..............................................................86
REMIC Regular Certificates....................................................15
REMIC Regulations.............................................................87
REMIC Residual Certificates...................................................15
REO Property..................................................................58
Restaurants...................................................................35
Retail Sales and Service Properties...........................................30
RICO..........................................................................85
Section 42 Properties.........................................................22
Securities Act.................................................................3
Senior Certificates...........................................................11
Senior Liens..................................................................30
Series.........................................................................1
SMMEA.........................................................................16
SPA...........................................................................45
Special Servicer...............................................................8
Storage Properties............................................................35
Stripped Interest Certificates................................................11
Stripped Principal Certificates...............................................11
Sub-Servicer..................................................................60
Sub-Servicing Agreement.......................................................60
Subordinate Certificates......................................................11
Tax Exempt Investor..........................................................115
Tiered REMICs.................................................................88
Title V.......................................................................84
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Page
Trust Fund.....................................................................1
Trustee........................................................................8
UBTI.........................................................................115
UCC...........................................................................76
Undelivered Mortgage Assets...................................................10
United States Person.........................................................103
Value.........................................................................38
Voting Rights.................................................................53
Warranting Party..............................................................57
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<PAGE>
The attached diskette contains one spreadsheet file (the "Spreadsheet File")
that can be put on a user-specified hard drive or network drive. This file is
"DLJ99CG2.XLS". The file "DLJ99CG2.XLS" is a Microsoft Excel(1) 97 & 5.0/95
workbook. The file provides, in electronic format, certain statistical
information that appears under the caption "Description of the Mortgage Pool"
in, and on Exhibits A-1 and A-2 to, the Prospectus Supplement. Defined terms
used in the Spreadsheet File but not otherwise defined therein shall have the
respective meanings assigned to them in the Prospectus Supplement. All the
information contained in the Spreadsheet File is subject to the same limitations
and qualifications contained in the Prospectus Supplement. Prospective Investors
are strongly urged to read the Prospectus Supplement and accompanying Prospectus
in its entirety prior to accessing the Spreadsheet File.
- --------------------------
(1) Microsoft Excel is a registered trademark of Microsoft Corporation.
<PAGE>
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TABLE OF CONTENTS
PAGE
PROSPECTUS SUPPLEMENT
Important Notice about the Information Contained in this
Prospectus Supplement and the Accompanying Prospectus...................S-2
Executive Summary.........................................................S-6
Summary of Prospectus Supplement..........................................S-7
Risk Factors.............................................................S-37
Description of the Mortgage Pool.........................................S-60
Servicing of the Mortgage Loans.........................................S-101
Description of the Offered Certificates.................................S-116
Yield and Maturity Considerations.......................................S-141
Use of Proceeds.........................................................S-147
Federal Income Tax Consequences.........................................S-147
Certain ERISA Considerations............................................S-151
Legal Investment........................................................S-154
Method of Distribution..................................................S-155
Legal Matters...........................................................S-156
Ratings.................................................................S-156
Index of Principal Definitions..........................................S-158
Exhibit A-1 -- Certain Characteristics of
Mortgage Loans and Mortgaged Properties...............................A-1-1
Exhibit A-2 -- Mortgage Pool Information...............................A-2-1
Exhibit B -- Form of Trustee Report.......................................B-1
Exhibit C -- Decrement Tables for Certain Classes
of Offered Certificates ................................................C-1
Exhibit D -- Price/Yield Tables for the Class S Certificates .............D-1
Exhibit E -- Global Clearance, Settlement and Tax
Documentation Procedures................................................E-1
Exhibit F -- Summary Term Sheet...........................................F-1
PROSPECTUS
Available Information.......................................................3
Incorporation of Certain Information by Reference...........................4
Summary of Prospectus.......................................................8
Risk Factors...............................................................17
Description of the Trust Funds.............................................29
Yield and Maturity Considerations..........................................42
The Depositor..............................................................48
Description of the Certificates............................................48
Description of the Pooling Agreements......................................55
Description of Credit Support..............................................73
Certain Legal Aspects of Mortgage Loans....................................75
Federal Income Tax Consequences............................................86
State and Other Tax Consequences.........................................112
ERISA Considerations......................................................112
Legal Investment..........................................................115
Use of Proceeds...........................................................117
Method of Distribution....................................................117
Legal Matters.............................................................119
Financial Information.....................................................119
Rating....................................................................119
Index of Principal Definitions............................................120
UNTIL SEPTEMBER 16, 1999, ALL DEALERS THAT EFFECT TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
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$1,383,758,000
(APPROXIMATE)
DLJ Commercial Mortgage Corp.
(Depositor)
GE Capital Access, Inc.,
Column Financial, Inc.
and
Goldman Sachs Mortgage Company
(Mortgage Loan Sellers)
CLASS S, CLASS A-1A, CLASS A-1B,
CLASS A-2, CLASS A-3, CLASS A-4,
CLASS B-1 AND CLASS B-2
DLJ COMMERCIAL MORTGAGE TRUST 1999-CG2
COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES 1999-CG2
---------------------------
PROSPECTUS SUPPLEMENT
---------------------------
DONALDSON, LUFKIN & JENRETTE
GOLDMAN, SACHS & CO.
JUNE 11, 1999
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