UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 26, 1999
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Chase Commercial Mortgage Securities Corp. (as depositor under the Pooling and
Servicing Agreement, dated as of August 10, 1999, relating to the Chase
Manhattan Bank-First Union National Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 1999-1)
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(Exact name of registrant as specified in its charter)
New York 333-81595 13-3728743
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
270 Park Avenue
New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 270-6000
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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Attached as Exhibit 4 is the Pooling and Servicing Agreement (as defined
below) for Chase Manhattan Bank-First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 1999-1. On August
26, 1999, Chase Commercial Mortgage Securities Corp. (the "Company") caused the
issuance, pursuant to a Pooling and Servicing Agreement, dated as of August 10,
1999 (the "Pooling and Servicing Agreement"), by and among the Company, as
depositor, The Chase Manhattan Bank, as servicer, ORIX Real Estate Capital
Markets, LLC, as special servicer and State Street Bank and Trust Company, as
trustee, of Chase Manhattan Bank-First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 1999-1 (the
"Certificates"), issued in seventeen classes. The Class A-1, Class A-2, Class X,
Class B, Class C, Class D, Class E and Class F Certificates, with an aggregate
scheduled principal balance as of August 10, 1999 of $1,254,382,118 were sold to
Chase Securities Inc. ("CSI") and First Union Capital Markets Corp. (together
with CSI, the "Underwriters"), pursuant to an Underwriting Agreement dated as of
August 13, 1999, by and among the Company and the Underwriters.
Capitalized terms used herein and not defined herein have the same
meanings ascribed to such terms in the Pooling and Servicing Agreement.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
Exhibit 4 Pooling and Servicing Agreement
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<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 8, 1999
CHASE COMMERCIAL MORTGAGE
SECURITIES CORPORATION
By: /s/ Steven Schwartz
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Name: Steven Schwartz
Title: Vice President
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<PAGE>
INDEX TO EXHIBITS
Item 601(a) of
Regulation S-K
Exhibit No. Description Page
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4 Pooling and Servicing Agreement 6
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CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
THE CHASE MANHATTAN BANK,
Servicer
ORIX REAL ESTATE CAPITAL MARKETS, LLC,
Special Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of August 10, 1999
$1,397,640,242
Chase Manhattan Bank--First Union National Bank Commercial Mortgage Trust
Commercial Mortgage Pass-Through Certificates
Series 1999-1
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<PAGE>
TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.................................................
Section 1.02 Certain Calculations..........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by Trustee.........................................
Section 2.03 Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Sellers'Repurchase or
Substitution of Mortgage Loans for Defects in Mortgage
Files and Breaches of Representations and Warranties..........
Section 2.04 Execution of Certificates; Issuance of Uncertificated
Lower-Tier Interests..........................................
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Servicer to Act as Servicer; Special Servicer to Act as
Special Servicer; Administration of the Mortgage Loans........
Section 3.02 Collection of Mortgage Loan Payments..........................
Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts............................................
Section 3.04 The Certificate Account, the Lower-Tier and Upper-Tier
Distribution Accounts, and the Excess Interest
Distribution Account..........................................
Section 3.05 Permitted Withdrawals From the Certificate Account and
the Distribution Accounts.....................................
Section 3.06 Investment of Funds in the Certificate Account, the
Interest Reserve Account and the REO Account..................
Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.........................................
Section 3.08 Enforcement of Due-On-Sale Clauses; Assumption Agreements.....
Section 3.09 Realization Upon Defaulted Mortgage Loans.....................
Section 3.10 Trustee to Cooperate; Release of Mortgage Files...............
Section 3.11 Servicing Compensation........................................
Section 3.12 Inspections; Collection of Financial Statements...............
Section 3.13 Annual Statement as to Compliance.............................
Section 3.14 Reports by Independent Public Accountants.....................
Section 3.15 Access to Certain Information.................................
Section 3.16 Title to REO Property; REO Account............................
Section 3.17 Management of REO Property....................................
Section 3.18 Sale of Defaulted Mortgage Loans and REO Properties...........
Section 3.19 Additional Obligations of Servicer and Special Servicer.......
Section 3.20 Modifications, Waivers, Amendments and Consents...............
Section 3.21 Transfer of Servicing Between Servicer and Special
Servicer; Record Keeping; Asset Status Report.................
Section 3.22 Sub-Servicing Agreements......................................
Section 3.23 Representations, Warranties and Covenants of the Servicer.....
Section 3.24 Representations, Warranties and Covenants of the Special
Servicer......................................................
Section 3.25 Interest Reserve Account......................................
Section 3.26 Excess Interest Distribution Account..........................
Section 3.27 Residual Value Insurance Policies and Lease Enhancement
Policies......................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Distributions.................................................
Section 4.02 Statements to Certificateholders; Collection Reports..........
Section 4.03 P&I Advances..................................................
Section 4.04 Allocation of Collateral Support Deficit......................
Section 4.05 Appraisal Reductions..........................................
Section 4.06 Certificate Deferred Interest.................................
Section 4.07 Grantor Trust Reporting.......................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..............................................
Section 5.02 Registration of Transfer and Exchange of Certificates.........
Section 5.03 Book-Entry Certificates.......................................
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.05 Persons Deemed Owners.........................................
Section 5.06 Appointment of Paying Agent...................................
ARTICLE VI
THE DEPOSITOR, THE
SERVICER AND THE SPECIAL SERVICER
Section 6.01 Liability of the Depositor, the Servicer and the Special
Servicer......................................................
Section 6.02 Merger, Consolidation or Conversion of the Depositor, the
Servicer or the Special Servicer..............................
Section 6.03 Limitation on Liability of the Depositor, the Servicer,
the Special Servicer and Others...............................
Section 6.04 Depositor, Servicer and Special Servicer Not to Resign........
Section 6.05 Rights of the Depositor in Respect of the Servicer and
the Special Servicer..........................................
Section 6.06 Year 2000 Compliance..........................................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Servicer and Special Servicer
Termination...................................................
Section 7.02 Trustee to Act; Appointment of Successor......................
Section 7.03 Notification to Certificateholders............................
Section 7.04 Waiver of Events of Default...................................
Section 7.05 Trustee as Maker of Advances..................................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.............................................
Section 8.02 Certain Matters Affecting the Trustee.........................
Section 8.03 Trustee and Paying Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans.................
Section 8.04 Trustee May Own Certificates..................................
Section 8.05 Fees and Expenses of Trustee; Indemnification of Trustee......
Section 8.06 Eligibility Requirements for Trustee..........................
Section 8.07 Resignation and Removal of the Trustee........................
Section 8.08 Successor Trustee.............................................
Section 8.09 Merger or Consolidation of Trustee............................
Section 8.10 Appointment of Co-Trustee or Separate Trustee.................
Section 8.11 Appointment of Custodians.....................................
Section 8.12 Access to Certain Information.................................
Section 8.13 Representations and Warranties of the Trustee.................
Section 8.14 Year 2000 Compliance..........................................
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or Liquidation of All
Mortgage Loans................................................
Section 9.02 Additional Termination Requirements...........................
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC Administration..........................................
Section 10.02 Depositor, Servicer and Special Servicer to Cooperate
with Trustee..................................................
Section 10.03 Use of Agents.................................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.....................................................
Section 11.02 Recordation of Agreement; Counterparts........................
Section 11.03 Limitation on Rights of Certificateholders....................
Section 11.04 Governing Law.................................................
Section 11.05 Notices.......................................................
Section 11.06 Severability of Provisions....................................
Section 11.07 Grant of a Security Interest..................................
Section 11.08 Successors and Assigns; Beneficiaries.........................
Section 11.09 Article and Section Headings..................................
Section 11.10 Notices to the Rating Agencies................................
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EXHIBITS
Exhibit A-1 Form of Class A-1 Certificate
Exhibit A-2 Form of Class A-2 Certificate
Exhibit A-3 Form of Class B Certificate
Exhibit A-4 Form of Class C Certificate
Exhibit A-5 Form of Class D Certificate
Exhibit A-6 Form of Class E Certificate
Exhibit A-7 Form of Class F Certificate
Exhibit A-8 Form of Class G Certificate
Exhibit A-9 Form of Class H Certificate
Exhibit A-10 Form of Class I Certificate
Exhibit A-11 Form of Class J Certificate
Exhibit A-12 Form of Class K Certificate
Exhibit A-13 Form of Class L Certificate
Exhibit A-14 Form of Class M Certificate
Exhibit A-15 Form of Class X Certificate
Exhibit A-16 Form of Class R Certificate
Exhibit A-17 Form of Class LR Certificate
Exhibit B Mortgage Loan Schedule
Exhibit C Form of Investment Representation Letter
Exhibit D-1 Form of Transfer Affidavit
Exhibit D-2 Form of Transferor Letter
Exhibit E [Intentionally Omitted]
Exhibit F Form of Request for Release
Exhibit G Form of ERISA Representation Letter
Exhibit H Form of Statement to Certificateholders
Exhibit I Form of Omnibus Assignment
SCHEDULES
Schedule 1 Computerized Database Information
Schedule 2 Mortgage Loans Containing Additional Debt
Schedule 3 Mortgage Loans Which Pay Interest Only or Pay Semi-Annually
Schedule 4 Defeasance Mortgage Loans
Schedule 5 Mortgage Loans which represent over 5% of the Initial Pool
Balance or have an outstanding Principal Balance in excess
of $35,000,000
<PAGE>
This Pooling and Servicing Agreement (the "Agreement"), is dated and
effective as of August 10, 1999, among Chase Commercial Mortgage Securities
Corp. as Depositor, The Chase Manhattan Bank, as Servicer, ORIX Real Estate
Capital Markets, LLC as Special Servicer and State Street Bank and Trust
Company, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in the trust fund (the "Trust Fund") to be
created hereunder, the primary assets of which will be a pool of commercial,
multifamily and mobile home community mortgage loans (the "Mortgage Loans"). As
provided herein, the Paying Agent shall elect or shall cause an election to be
made to treat the Trust Fund (exclusive of the Excess Interest and Excess
Interest Distribution Account) for federal income tax purposes as two separate
real estate mortgage investment conduits (the "Upper-Tier REMIC" and the
"Lower-Tier REMIC", and each, a "REMIC").
<PAGE>
The following table sets forth the designation, the pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal amount (the
"Original Certificate Balance") or Notional Amount ("Original Notional Amount"),
as applicable, and the initial ratings given each Class by the Rating Agencies
(the "Original Ratings") for each Class of Certificates comprising the interests
in the Upper-Tier REMIC created hereunder:
UPPER-TIER REMIC
Class Pass-Through Rate Original Original Rating
Designation (per annum) Certificate Balance S&P/Fitch(1)
----------- ----------- ------------------- ------------
Class A-1 7.134% $210,400,000 AAA/AAA
Class A-2 7.439%(2) $816,865,579 AAA/AAA
Class B 7.619%(2) $76,870,213 AA/AA
Class C 7.625%(2) $62,893,811 A/A
Class D 7.625%(2) $20,964,604 A-/A-
Class E (3) $48,917,408 BBB/BBB
Class F (3) $17,470,503 BBB-/BBB-
Class G 6.400% $59,399,711 BB+/*
Class H 6.400% $10,482,302 BB/*
Class I 6.400% $10,482,301 BB-/*
Class J 6.400% $20,964,604 B+/*
Class K 6.400% $ 6,988,201 B/*
Class L 6.400% $ 8,735,252 B-/*
Class M 6.400% $26,205,752 */*
Class X (4) (5) AAAr/AAA
Class R None (6) */*
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(1) The Certificates marked with an asterisk have not been rated by the
applicable Rating Agency.
(2) The Pass-Through Rate for any Distribution Date for each of the A-2, Class
B, Class C and Class D Certificates shall be the lesser of (i) 7.439,
7.619%, 7.625% and 7.625%, respectively, per annum and (ii) the Weighted
Average Net Mortgage Rate for such Distribution Date.
(3) The Pass-Through Rate for any Distribution Date for each of the Class E and
Class F Certificates will be the Weighted Average Net Mortgage Rate less
0.05%. The Pass-Through Rate of the Class E and Class F Certificates for
the first Distribution Date shall be approximately 7.7966% per annum.
(4) The Pass-Through Rate for any Distribution Date for the Class X
Certificates will be the Class X Pass-Through Rate. The Pass-Through Rate
of the Class X Certificates for the first Distribution Date shall be
approximately 0.5220% per annum.
(5) The Class X Certificates will not have a Certificate Balance and will not
be entitled to receive distributions of principal. Interest will accrue on
the Components of such Class at the Component Pass-Through Rates thereof on
the Notional Amounts thereof. The Notional Amount of each Component for any
Distribution Date will be equal to the Lower-Tier Principal Amount of the
respective Uncertificated Lower-Tier Interest for such Distribution Date,
which will be equal to the Certificate Balance of the Related Certificates
as of the preceding Distribution Date (after giving effect to the
distribution of principal and allocation of Collateral Support Deficit on
such Distribution Date) or, in the case of the first Distribution Date, the
Cut-off Date. The original Notional Amount of the Class X Certificates is
$1,397,640,241.
(6) The Class R Certificates do not have a Certificate Balance or Notional
Amount, do not bear interest and will not be entitled to distributions of
Prepayment Premiums or Yield Maintenance Charges. Any Available
Distribution Amount remaining in the Upper-Tier Distribution Account, after
all required distributions under this Agreement have been made to each
other Class of Certificates, will be distributed to the Holders of the
Class R Certificates.
The Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class I, Class J, Class K, Class L, Class M and Class X
Certificates will evidence "regular interests" in the Upper-Tier REMIC created
hereunder. The sole Class of "residual interests" in the Upper-Tier REMIC
created hereunder will be evidenced by the Class R Certificates. The Class LA-1,
Class LA-2, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class
LH, Class LI, Class LJ, Class LK, Class LL and Class LM Uncertificated Interests
will evidence "regular interests" in the Lower-Tier REMIC created hereunder. The
sole Class of "residual interests" in the Lower-Tier REMIC created hereunder
will be evidenced by the Class LR Certificates.
The following table sets forth the initial Lower-Tier Principal
Amounts and per annum rates of interest for the Uncertificated Lower-Tier
Interests and the Class LR Certificates:
LOWER-TIER REMIC
Class Original Lower-Tier Principal
Designation Interest Rate Amount or Notional Amount
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Class LA-1 (6) $210,400,000
Class LA-2 (6) $816,865,579
Class LB (6) $ 76,870,213
Class LC (6) $ 62,893,811
Class LD (6) $ 20,964,604
Class LE (6) $ 48,917,408
Class LF (6) $ 17,470,503
Class LG (6) $ 59,399,711
Class LH (6) $ 10,482,302
Class LI (6) $ 10,482,301
Class LJ (6) $ 20,964,604
Class LK (6) $ 6,988,201
Class LL (6) $ 8,735,252
Class LM (6) $ 26,205,752
Class LR None(7) None(7)
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(6) The interest rate for each Class of Uncertificated Lower-Tier Interests
shall be the Weighted Average Net Mortgage Rate.
(7) The Class LR Certificates do not have a Certificate Balance or Notional
Amount, do not bear interest and will not be entitled to distributions of
Prepayment Premiums or Yield Maintenance Charges. Any Available
Distribution Amount remaining in the Lower-Tier Distribution Account after
distributing the Lower-Tier Distribution Amount shall be distributed to the
Holders of the Class LR Certificates (but only to the extent of the
Available Distribution Amount for such Distribution Date remaining in the
Lower-Tier Distribution Account, if any).
As of close of business on the Cut-off Date, the Mortgage Loans had
an aggregate principal balance, after application of all payments of principal
due on or before such date, whether or not received, equal to $1,397,640,242.
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Special Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article.
"Accrued Certificate Interest": With respect to each Distribution
Date and each Class of Certificates (other than Class X Certificates and the
Residual Certificates), an amount equal to interest for the related Interest
Accrual Period at the Pass-Through Rate applicable to such Class of Certificates
for such Distribution Date, accrued on the related Certificate Balance of such
Class outstanding immediately prior to such Distribution Date (provided, that
for interest accrual purposes any distributions in reduction of Certificate
Balance or reductions in Certificate Balance as a result of allocations of
Collateral Support Deficit on the Distribution Date occurring in an Interest
Accrual Period shall be deemed to have been made on the first day of such
Interest Accrual Period). With respect to any Distribution Date and the Class X
Certificates, an amount equal to interest for the related Interest Accrual
Period at the Pass-Through Rate for such Class for such Interest Accrual Period
on the Notional Amount of such Class (provided, that for interest accrual
purposes any distributions in reduction of Notional Amount or reductions in
Notional Amount as a result of allocations of Collateral Support Deficit on the
Distribution Date occurring in an Interest Accrual Period shall be deemed to
have been made on the first day of such Interest Accrual Period). Accrued
Certificate Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as such in
the Mortgage Loan Schedule.
"Administrative Cost Rate": The sum of the Servicing Fee Rate and
the Trustee Fee Rate, in each case computed on the basis of the Stated Principal
Balance of the related Mortgage Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(f).
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Additional Debt": With respect to any Mortgage Loan, any debt owed
by the related Mortgagor to a party other than the lender under such Mortgage
Loan as of the Closing Date as set forth on Schedule 2 hereto, as increased or
decreased from time to time pursuant to the terms of the related subordinate
loan documents (including any subordination agreement).
"Agent": As defined in Section 5.02(d)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
"Anticipated Prepayment Date": With respect to any Mortgage Loan
that is indicated on the Mortgage Loan Schedule as having a Revised Rate, the
date upon which such Mortgage Loan commences accruing interest at such Revised
Rate.
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be (a) the tax laws of the State of New
York and the Commonwealth of Massachusetts; and (b) such other state or local
tax laws whose applicability shall have been brought to the attention of the
Trustee by either (i) an opinion of counsel delivered to it, or (ii) written
notice from the appropriate taxing authority as to the applicability of such
state or local tax laws.
"Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same
area, prepared in accordance with 12 C.F.R. 225.64, or, in connection with an
Appraisal Reduction, an appraisal meeting the requirements of clause (b)(i)(B)
in the definition of Appraisal Reduction.
"Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan as to which an Appraisal Reduction Event has occurred, an amount
equal to the excess, if any, of (a) the Stated Principal Balance of such
Mortgage Loan over (b) the excess of (i) 90% of the Appraised Value of the
related Mortgaged Property as determined (A) by one or more independent MAI
Appraisals with respect to any Mortgage Loan with an outstanding principal
balance equal to or in excess of $2,000,000 (the costs of which shall be paid by
the Servicer as an Advance), and (B) by an internal valuation performed by the
Special Servicer with respect to any Mortgage Loan with an outstanding principal
balance less than $2,000,000, over (ii) the sum of, as of the Due Date occurring
in the month of such Distribution Date, (A) to the extent not previously
advanced by the Servicer or Trustee, all unpaid interest on such Mortgage Loan
at a per annum rate equal to its Mortgage Rate, (B) all unreimbursed Advances
and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan
and (C) all currently due and unpaid real estate taxes, assessments, insurance
premiums and ground rents and all other amounts due and unpaid with respect to
such Mortgage Loan, net of any amounts currently escrowed for such amounts
(which taxes, premiums, ground rents and other amounts have not been subject to
an Advance by the Servicer or the Trustee, as applicable); provided, however,
without limiting the Special Servicer's obligation to order and obtain such
Appraisal Reduction, if the Special Servicer has not obtained the appraisal
referred to in clause (b)(i)(A) or (b)(i)(B) above within 60 days of the
Appraisal Reduction Event, the amount of the Appraisal Reduction shall be deemed
to be an amount equal to 25% of the current Stated Principal Balance of the
related Mortgage Loan until such time as the appraisal referred to in clause
(b)(i)(A) or (b)(i)(B) above is received and the Appraisal Reduction is
calculated. Within 60 days after the Appraisal Reduction Event, the Special
Servicer shall order and receive an Appraisal (the cost of which shall be paid
as a Servicing Advance by the Servicer); provided, however, that with respect to
an Appraisal Reduction Event as set forth in clause (ii) of the definition of
Appraisal Reduction Event, the Special Servicer shall order and receive such
Appraisal within the 120 day period set forth in such clause (ii), which
Appraisal shall be delivered by the Special Servicer to the Servicer, and the
Servicer shall deliver such Appraisal to the Trustee, the Paying Agent and each
Holder of a Class G, Class H, Class I, Class J, Class K, Class L and Class M
Certificate within 15 days of receipt by the Servicer of such Appraisal from the
Special Servicer.
With respect to each Mortgage Loan as to which an Appraisal
Reduction has occurred (unless such Mortgage Loan has become a Corrected
Mortgage Loan and has remained current for twelve consecutive Periodic Payments
or for two consecutive Periodic Payments with respect to the Semi-Annual Loans
(for such purposes taking into account any amendment or modification of such
Mortgage Loan)), the Special Servicer shall, within 30 days of each annual
anniversary of the related Appraisal Reduction Event, order an Appraisal (which
may be an update of a prior Appraisal), the cost of which shall be paid by the
Servicer as a Servicing Advance. Based upon such Appraisal, the Special Servicer
shall redetermine and report to the Trustee the amount of the Appraisal
Reduction with respect to such Mortgage Loan and such redetermined Appraisal
Reduction shall replace the prior Appraisal Reduction with respect to such
Mortgage Loan. Notwithstanding the foregoing, the Special Servicer will not be
required to obtain an Appraisal with respect to a Mortgage Loan which is the
subject of an Appraisal Reduction Event to the extent the Special Servicer has
obtained an Appraisal with respect to the related Mortgaged Property within the
12-month period immediately prior to the occurrence of such Appraisal Reduction
Event. Instead, the Special Servicer may use such prior Appraisal in calculating
any Appraisal Reduction with respect to such Mortgage Loan; provided the Special
Servicer is not aware of any material change to the related Mortgaged Property
that has occurred that would affect the validity of such appraisal.
With respect to each Mortgage Loan as to which an Appraisal
Reduction has occurred and which has become a Corrected Mortgage Loan and has
remained current for twelve consecutive Periodic Payments or for two consecutive
Periodic Payments with respect to the Semi-Annual Loans (for such purposes
taking into account any amendment or modification of such Mortgage Loan), and
with respect to which no other Appraisal Reduction Event has occurred and is
continuing, the Special Servicer may within 30 days of the date of such twelfth
Periodic Payment (or with respect to the Semi-Annual Loans, within 30 days of
the date of such second Periodic Payment) order an Appraisal (which may be an
update of a prior Appraisal), the cost of which shall be paid by the Servicer as
a Servicing Advance. Based upon such Appraisal, the Special Servicer shall
redetermine and report to the Trustee the amount of the Appraisal Reduction with
respect to such Mortgage Loan.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan or the related REO Property will
be reduced to zero as of the date such Mortgage Loan is paid in full,
liquidated, repurchased or otherwise removed from the Trust Fund.
"Appraisal Reduction Amount": With respect to any Distribution Date,
(i) with respect to the Certificates, an amount equal to the product of (a) the
applicable per annum Pass-Through Rate on the Class of Certificates to which the
Appraisal Reduction is allocated (or each such Pass-Through Rate if such
Appraisal Reduction is allocated to more than one such Class), and (b) the sum
of all Appraisal Reductions with respect to such Distribution Date (or, if such
Appraisal Reduction is allocated to more than one Class of Certificates, the
portion thereof allocated to each such Class) or (ii) with respect to each
Mortgage Loan for such Distribution Date, an amount equal to the product of (a)
the applicable per annum Pass-Through Rate on the Class of Certificates to which
the Appraisal Reduction is allocated (or each such Pass-Through Rate if such
Appraisal Reduction is allocated to more than one such Class), and (b) the
Appraisal Reduction with respect to such Mortgage Loan with respect to such
Distribution Date.
"Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest of (i) the third anniversary of the date on which the first extension
of the Maturity Date of such Mortgage Loan becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer pursuant to the terms
hereof, which extension does not decrease the amount of Periodic Payments on the
Mortgage Loan, (ii) 120 days after an uncured delinquency (without regard to the
application of any grace period) occurs in respect of such Mortgage Loan, (iii)
the date on which a reduction in the amount of Periodic Payments on such
Mortgage Loan, or a change in any other material economic term of such Mortgage
Loan (other than an extension of the Maturity Date), becomes effective as a
result of a modification of such Mortgage Loan by the Special Servicer, (iv)
immediately after a receiver has been appointed, (v) 60 days after a Mortgagor
declares bankruptcy, (vi) immediately after an involuntary petition of
bankruptcy is filed with respect to a Mortgagor, (vii) 30 days after an uncured
delinquency occurs in respect of a Balloon Payment with respect to a Mortgage
Loan and (viii) immediately after a Mortgage Loan becomes an REO Loan; provided,
however, that an Appraisal Reduction Event shall not occur at any time when the
aggregate Certificate Balances of all Classes of Certificates (other than the
Class A Certificates) has been reduced to zero. The Special Servicer shall
notify the Servicer promptly upon the occurrence of any of the foregoing events.
"Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an Appraisal of the Mortgaged Property
securing such Mortgage Loan made by an Independent MAI appraiser selected by the
Servicer or Special Servicer, as applicable.
"Asset Status Report": As defined in Section 3.21(e).
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument executed by the
Mortgagor, assigning to the mortgagee all of the income, rents and profits
derived from the ownership, operation, leasing or disposition of all or a
portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.
"Assumed Scheduled Payment": For any Due Period and with respect to
any Mortgage Loan that is delinquent in respect of its Balloon Payment
(including any REO Loan as to which the Balloon Payment would have been past
due), an amount equal to the sum of (a) the principal portion of the Periodic
Payment that would have been due on such Mortgage Loan on the related Due Date
based on the constant payment required by the related Mortgage Note or the
original amortization schedule thereof (as calculated with interest at the
related Mortgage Rate), if applicable, assuming such Balloon Payment has not
become due, after giving effect to any modification of such Mortgage Loan, and
(b) interest on the Stated Principal Balance of such Mortgage Loan at the
applicable Mortgage Rate (net of interest at the Servicing Fee Rate).
"Authenticating Agent": Any agent of the Trustee appointed to act as
Authenticating Agent pursuant to Section 5.01.
"Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (without duplication):
(a) the aggregate amount relating to the Trust Fund on deposit,
without duplication, in the Certificate Account and the
Lower-Tier Distribution Account (exclusive of any investment
income contained therein) as of the close of business on the
Business Day preceding the related P&I Advance Date, exclusive
of (without duplication):
(i) all Periodic Payments paid by the Mortgagors that
are due on a Due Date following the end of the
related Due Period;
(ii) all Principal Prepayments (together with any
related payments of interest allocable to the
period following the Due Date for the related
Mortgage Loan during the related Due Period),
Liquidation Proceeds or Insurance and Condemnation
Proceeds received after the end of the related Due
Period;
(iii) all amounts payable or reimbursable to any Person
from the Certificate Account pursuant to clauses
(ii) - (xvi), inclusive, and clause (xviii) of
Section 3.05(a);
(iv) all amounts payable or reimbursable to any Person
from the Lower-Tier Distribution Account pursuant
to clauses (ii) - (v), inclusive, of Section
3.05(b);
(v) all Prepayment Premiums and Yield Maintenance
Charges;
(vi) any interest or investment income on funds on
deposit in the Excess Interest Distribution
Account;
(vii) Excess Interest;
(viii) all amounts deposited in the Certificate Account or
the Lower-Tier Distribution Account, as the case
may be, in error; and
(ix) with respect to the Interest Reserve Loans and any
Distribution Date relating to each Interest Accrual
Period ending in (1) each January or (2) any
December in a year immediately preceding a year
which is not a leap year, an amount equal to one
day of interest on the Stated Principal Balance of
such Mortgage Loan as of the Due Date in the month
preceding the month in which such Distribution Date
occurs at the related Mortgage Rate to the extent
such amounts are to be deposited in the Interest
Reserve Account and held for future distribution
pursuant to Section 3.25;
(b) if and to the extent not already included in clause (a)
hereof, the aggregate amount transferred from the REO Account
to the Certificate Account for such Distribution Date pursuant
to Section 3.16(c);
(c) the aggregate amount of any P&I Advances made by the Servicer
or the Trustee, as applicable, for such Distribution Date
pursuant to Section 4.03 or 7.05 (net of the related Trustee
Fee with respect to the Mortgage Loans for which such P&I
Advances are made); and
(d) for the Distribution Date occurring in each March, the
Withheld Amounts remitted to the Lower-Tier Distribution
Account pursuant to Section 3.25(b).
Notwithstanding the investment of funds held in the Certificate Account pursuant
to Section 3.06, for purposes of calculating the Available Distribution Amount,
the amounts so invested shall be deemed to remain on deposit in such account.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification entered into as of the Closing Date
provides for an amortization schedule extending beyond its Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the Periodic Payment payable on the Maturity Date of
such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).
"Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and with respect to any of the Class A, Class B, Class C,
Class D, Class E and Class F Certificates, a fraction (A) whose numerator is the
greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on
such Class of Offered Certificates and (ii) the Yield Rate used in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment and (B)
whose denominator is the difference between (i) the Mortgage Rate on the related
Mortgage Loan and (ii) the Yield Rate used in calculating the Yield Maintenance
Charge with respect to such principal prepayment; provided, however, that under
no circumstances shall the Base Interest Fraction be greater than one. If such
Yield Rate is greater than the Mortgage Rate on the related Mortgage Loan, then
the Base Interest Fraction shall equal zero.
"Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.
"Breach": As defined in Section 2.03(b).
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, Charlotte, North Carolina or
the city and state in which the Corporate Trust Office of the Trustee or
principal place of business of the Servicer or the Special Servicer is located,
are authorized or obligated by law or executive order to remain closed.
"CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 1999-1, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.
"Certificate Account": The custodial account or accounts created and
maintained by the Servicer pursuant to Section 3.04(a) in the name of the
Trustee on behalf of the Certificateholders, into which the amounts set forth in
Section 3.04(a) shall be deposited directly. Any such account or accounts shall
be an Eligible Account.
"Certificate Balance": With respect to any Class of Certificates
(other than the Residual Certificates and the Class X Certificates), (i) on or
prior to the first Distribution Date, an amount equal to the Original
Certificate Balance of such Class as specified in the Preliminary Statement
hereto, and (ii) as of any date of determination after the first Distribution
Date, the Certificate Balance of such Class on the Distribution Date immediately
prior to such date of determination (determined as adjusted pursuant to Section
1.02(iii)).
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates, the amount of Mortgage Deferred Interest
allocated to such Class pursuant to Section 4.06(a).
"Certificate Factor": With respect to any Class of Certificates, as
of any date of determination, a fraction, expressed as a decimal carried to 8
places, the numerator of which is the then related Certificate Balance, and the
denominator of which is the related Original Certificate Balance.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, provided, however, that
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement, any Certificate registered in the name of the Servicer, the
Special Servicer, the Depositor or any Affiliate of either shall be deemed not
to be outstanding, and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent, approval or waiver has been
obtained, if such consent, approval or waiver sought from such party would in
any way increase its compensation or limit its obligations as Servicer, Special
Servicer or Depositor, as applicable, hereunder; provided, however, so long as
there is no Event of Default with respect to the Servicer or the Special
Servicer, the Servicer and Special Servicer shall be entitled to exercise such
Voting Rights with respect to any issue which could reasonably be believed to
adversely affect such party's compensation or increase its obligations or
liabilities hereunder; and provided further, however, that such restrictions
shall not apply to the exercise of the Special Servicer's rights as a member of
the Controlling Class. The Trustee shall be entitled to request and rely upon a
certificate of the Servicer, the Special Servicer or the Depositor in
determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
"Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.
"Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02.
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates or Uncertificated Lower-Tier
Interests bearing the same alphabetical (and, if applicable, numerical) Class
designation.
"Class A Certificate": Any Class A-1 or Class A-2 Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, in the form of Exhibit A-1 hereto.
"Class A-1 Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LA-1
Uncertificated Interest.
"Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 7.134%.
"Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, in the form of Exhibit A-2 hereto.
"Class A-2 Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LA-2
Uncertificated Interest.
"Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) the Weighted Average Net
Mortgage Rate and (ii) 7.439%.
"Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-3 hereto.
"Class B Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LB
Uncertificated Interest.
"Class B Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 7.619%.
"Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-4 hereto.
"Class C Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LC
Uncertificated Interest.
"Class C Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 7.625%.
"Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-5 hereto.
"Class D Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LD
Uncertificated Interest.
"Class D Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 7.625%
"Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-6 hereto.
"Class E Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LE
Uncertificated Interest.
"Class E Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to (i) the Weighted Average Net Mortgage Rate less (ii)
0.05%.
"Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-7 hereto.
"Class F Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LF
Uncertificated Interest.
"Class F Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to (i) the Weighted Average Net Mortgage Rate less (ii)
0.05%.
"Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-8 hereto.
"Class G Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LG
Uncertificated Interest.
"Class G Pass-Through Rate": With respect to any Distribution Date,
a fixed rate per annum equal to 6.400%.
"Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-9 hereto.
"Class H Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LH
Uncertificated Interest.
"Class H Pass-Through Rate": With respect to any Distribution Date,
a fixed rate per annum equal to 6.400%.
"Class I Certificate": A Certificate designated as "Class I" on the
face thereof, in the form of Exhibit A-10 hereto.
"Class I Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LI
Uncertificated Interest.
"Class I Pass-Through Rate": With respect to any Distribution Date,
a fixed rate per annum equal to 6.400%.
"Class J Certificate": A Certificate designated as "Class J" on the
face thereof, in the form of Exhibit A-11 hereto.
"Class J Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LJ
Uncertificated Interest.
"Class J Pass-Through Rate": With respect to any Distribution Date,
a fixed rate per annum equal to 6.400%.
"Class K Certificate": A Certificate designated as "Class K" on the
face thereof, in the form of Exhibit A-12 hereto.
"Class K Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LK
Uncertificated Interest.
"Class K Pass-Through Rate": With respect to any Distribution Date,
a fixed rate per annum equal to 6.400%.
"Class L Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-13 hereto.
"Class L Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LL
Uncertificated Interest.
"Class L Pass-Through Rate": With respect to any Distribution Date,
a fixed rate per annum equal to 6.400%.
"Class M Certificate": A Certificate designated as "Class M" on the
face thereof, in the form of Exhibit A-14 hereto.
"Class M Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Lower-Tier Principal Amount of the Class LM
Uncertificated Interest.
"Class M Pass-Through Rate": With respect to any Distribution Date,
a fixed rate per annum equal to 6.400%.
"Class LA-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LB Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LC Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LD Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LE Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LF Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LG Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LH Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LI Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LJ Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LK Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LL Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LM Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-17 hereto.
"Class R Certificate": A Certificate designated as "Class R" on the
face thereof, in the form of Exhibit A-16 hereto.
"Class Unpaid Interest Shortfall": As to any Distribution Date and
any Class of Regular Certificates, the excess, if any, of (a) the sum of (i) the
Distributable Certificate Interest in respect of such Class for the immediately
preceding Distribution Date and (ii) any outstanding Class Unpaid Interest
Shortfall payable to such Class on such preceding Distribution Date over (b) the
aggregate amount in respect of interest actually distributed to such Class on
such immediately preceding Distribution Date. The Class Unpaid Interest
Shortfall with respect to any Class of Certificates as of the initial
Distribution Date is zero. No interest shall accrue on Class Unpaid Interest
Shortfalls.
"Class X Certificate": A Certificate designated as "Class X" on the
face thereof, in the form of Exhibit A-15 hereto.
"Class X Notional Amount": For any date of determination, a notional
amount equal to the aggregate of the Lower-Tier Principal Amounts of the
Uncertificated Lower-Tier Interests as of the preceding Distribution Date (after
giving effect to the distributions of principal on such Distribution Date), and
in the case of the first Distribution Date, as of the Closing Date.
"Class X Pass-Through Rate": A per annum rate equal to the weighted
average of the Pass-Through Rates on the Class A-1 Component, the Class A-2
Component, the Class B Component, the Class C Component, the Class D Component,
the Class E Component, the Class F Component, the Class G Component, the Class H
Component, the Class I Component, the Class J Component, the Class K Component,
the Class L Component and the Class M Component (each, a "Component Pass-Through
Rate"), weighted on the basis of their respective Notional Amounts. The
Component Pass-Through Rate on the Class A-1 Component is a per annum rate equal
to the Weighted Average Net Mortgage Rate minus the Class A-1 Pass-Through Rate.
The Component Pass-Through Rate on the Class A-2 Component is a per annum rate
equal to the Weighted Average Net Mortgage Rate minus the Class A-2 Pass-Through
Rate. The Component Pass-Through Rate on the Class B Component is a per annum
rate equal to the Weighted Average Net Mortgage Rate minus the Class B
Pass-Through Rate. The Component Pass-Through Rate on the Class C Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class C
Pass-Through Rate. The Component Pass-Through Rate on the Class D Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class D
Pass-Through Rate. The Component Pass-Through Rate on the Class E Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class E
Pass-Through Rate. The Component Pass-Through Rate on the Class F Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate Minus the Class F
Pass-Through Rate. The Component Pass-Through Rate on the Class G Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class G
Pass-Through Rate. The Component Pass-Through Rate on the Class H Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class H
Pass-Through Rate. The Component Pass-Through Rate on the Class I Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class I
Pass-Through Rate. The Component Pass-Through Rate on the Class J Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class J
Pass-Through Rate. The Component Pass-Through Rate on the Class K Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class K
Pass-Through Rate. The Component Pass-Through Rate on the Class L Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class L
Pass-Through Rate. The Component Pass-Through Rate on the Class M Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class M
Pass-Through Rate.
"Closing Date": August 26, 1999.
"Code": The Internal Revenue Code of 1986, as amended from time to
time, and applicable final or temporary regulations of the U.S. Department of
the Treasury issued pursuant thereto.
"Collateral Support Deficit": As defined in Section 4.04.
"Collection Report": The monthly report to be prepared by the
Servicer and delivered to the Trustee, the Paying Agent, the Special Servicer,
the Depositor and each Rating Agency pursuant to Section 4.02(b), in writing and
in electronic medium, in form reasonably acceptable to the Paying Agent,
containing such information as is set forth in Section 4.02(b) regarding the
Mortgage Loans and such other information as will permit the Paying Agent to
calculate the amounts to be distributed pursuant to Section 4.01 and to furnish
or make available statements to Certificateholders pursuant to Section 4.02 and
containing such additional information as the Servicer, the Special Servicer and
the Paying Agent may from time to time agree.
"Commission": The Securities and Exchange Commission.
"Component": Any of the Class A-1 Component, the Class A-2
Component, the Class B Component, the Class C Component, the Class D Component,
the Class E Component, the Class F Component, the Class G Component, the Class H
Component, the Class I Component, the Class J Component, the Class K Component,
the Class L Component and the Class M Component.
"Component Pass-Through Rate": Has the meaning set forth in the
definition of Class X Pass-Through Rate.
"Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates then outstanding that has a then
aggregate Certificate Balance at least equal to the greater of (a) 1% of the
outstanding aggregate principal balance of the Mortgage Loans as of the Closing
Date or (b) 25% of the initial Certificate Balance of such Class of
Certificates. As of the Closing Date, the Controlling Class will be the Class M
Certificates.
"Controlling Class Certificateholders": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by
the Certificate Registrar to the Trustee from time to time by such Holder (or
Certificate Owner).
"Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at State Street Bank and Trust Company, 2
Avenue de Lafayette, Boston, Massachusetts 02111, Attention: Global Investor
Services Group-Corporate Trust Department, Re: Chase Manhattan Bank-First Union
National Bank Commercial Mortgage Trust, Series 1999-1 (telecopy number
617-662-1435).
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Periodic Payments
or one Periodic Payment with respect to the Semi-Annual Loans (for such purposes
taking into account any modification or amendment of such Mortgage Loan), and
(provided that no additional event of default is foreseeable in the reasonable
judgment of the Special Servicer) the Special Servicer has returned servicing of
such Mortgage Loan to the Servicer pursuant to Section 3.21(a).
"Credit File": Any documents, other than documents required to be
part of the related Mortgage File, in the possession of the Servicer and
relating to the origination and servicing of any Mortgage Loan.
"Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, either of the Mortgage Loan Sellers or an
Affiliate of any of them. The Trustee shall be the initial Custodian.
"Cut-off Date": August 10, 1999.
"Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after application of all payments of principal due on or before such date,
whether or not received.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan for
any twelve month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the
related Mortgaged Property during such period to (ii) the aggregate amount of
Periodic Payments (other than any Balloon Payment) due under such Mortgage Loan
during such period, provided, that with respect to the Mortgage Loans indicated
on Schedule 3, which initially pay interest only, the related Periodic Payment
will be calculated (for purposes of this definition only) to include interest
and principal (based on the amortization schedule indicated on Schedule 3 and
with respect to the Mortgage Loans indicated on Schedule 3, which pay interest
on a semi-annual basis, the related Periodic Payment will be equal to one-sixth
of the semi-annual payment ).
"Default Interest": With respect to any Mortgage Loan which is in
default pursuant to the terms of the related Mortgage Loan Documents for any
related Due Period, all interest accrued in respect of such Mortgage Loan during
such Due Period provided for in the related Mortgage Note or Mortgage as a
result of the related default (exclusive of late payment charges) that is in
excess of interest at the related Mortgage Rate accrued on the unpaid principal
balance of such Mortgage Loan outstanding from time to time during such Due
Period.
"Defaulted Mortgage Loan": A Mortgage Loan that is delinquent at
least sixty days in respect of its Periodic Payments or more than thirty days
delinquent in respect of its Balloon Payment, if any, in either case such
delinquency to be determined without giving effect to any grace period permitted
by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defect": As defined in Section 2.02(e).
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.
"Definitive Certificate": As defined in Section 5.01(a).
"Denomination": As defined in Section 5.01(a).
"Depositor": Chase Commercial Mortgage Securities Corp., a New York
corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Depository Rules": As defined in Section 5.02(b).
"Determination Date": With respect to any Distribution Date, the
11th day of the month in which such Distribution Date occurs, or if such 11th
day is not a Business Day, the immediately succeeding Business Day.
"Directing Certificateholder": The Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Balance, as certified by the Certificate
Registrar from time to time; provided, however, that (i) absent such selection,
or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt
of a notice from a majority of the Controlling Class Certificateholders, by
Certificate Balance, that a Directing Certificateholder is no longer designated,
the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class will be the Directing
Certificateholder.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the use of such REO Property in a trade or
business conducted by the Trust Fund or the performance of any construction work
on the REO Property (other than the completion of a building or improvement,
where more than 10% of the construction of such building or improvement was
completed before default became imminent), other than through an Independent
Contractor; provided, however, that the Trustee (or the Special Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Special Servicer on behalf of the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance or makes decisions as to repairs or
capital expenditures with respect to such REO Property or takes other actions
consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).
"Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause either the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.
"Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of Regular Certificates, the Accrued
Certificate Interest in respect of such Class of Regular Certificates for such
Distribution Date, reduced (to not less than zero) by any allocations to such
Class of Certificates (other than in the case of the Class X Certificates) of
(i) the product of (a) any Net Aggregate Prepayment Interest Shortfall for such
Distribution Date, multiplied by (b) a fraction, expressed as a decimal, the
numerator of which is the Accrued Certificate Interest in respect of such Class
of Certificates for such Distribution Date, and the denominator of which is the
aggregate Accrued Certificate Interest in respect of all the Classes of Regular
Certificates (other than the Class X Certificates) for such Distribution Date,
and (ii) any Certificate Deferred Interest for such Distribution Date.
"Distribution Accounts": Collectively, the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account.
"Distribution Date": The 15th day of any month, or if such 15th day
is not a Business Day, the Business Day immediately following, provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date in the month in which such Distribution
Date occurs, commencing in September 1999.
"Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Mortgage Note on
which each Periodic Payment thereon is scheduled to be first due, (ii) any
Mortgage Loan after the Maturity Date therefor, the day of the month set forth
in the related Mortgage Note on which each Periodic Payment on such Mortgage
Loan had been scheduled to be first due, and (iii) any REO Loan, the day of the
month set forth in the related Mortgage Note on which each Periodic Payment on
the related Mortgage Loan had been scheduled to be first due.
"Due Period": With respect to any Distribution Date and any Mortgage
Loan, the period commencing on the day immediately succeeding the Due Date
occurring in the month preceding the month in which such Distribution Date
occurs and ending on and including the Due Date occurring in the month in which
such Distribution Date occurs. Notwithstanding the foregoing, in the event that
the last day of a Due Period (or applicable grace period) is not a Business Day,
any payments received with respect to the Mortgage Loans relating to such Due
Period on the Business Day immediately following such day shall be deemed to
have been received during such Due Period and not during any other Due Period.
"Eligible Account": Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company
(including the Trustee) the long-term unsecured debt obligations of which are
rated at least (A) "AA" by S&P, or "A", provided that the short-term obligations
of which are rated "A-1" and (B) "AA-" by Fitch, or, if not rated by Fitch, at
least "AA" or its equivalent by another nationally recognized statistical rating
agency (other than S&P) if the deposits are to be held in such account 30 days
or more or the short-term debt obligations of which have a short-term rating of
not less than "A-1" from S&P and "F-1+" from Fitch, or if not rated by Fitch, at
least "F-1+" or its equivalent by another nationally recognized statistical
rating agency (other than S&P) if the deposits are to be held in such account
for less than 30 days, or such other account or accounts with respect to which
each of the Rating Agencies shall have confirmed in writing that the then
current rating assigned to any of the Certificates that are currently being
rated by such Rating Agency will not be qualified, downgraded or withdrawn by
reason thereof or (ii) a segregated trust account or accounts maintained with
the corporate trust department of a federal or state chartered depository
institution or trust company that, in either case, has a combined capital and
surplus of at least $50,000,000 and has corporate trust powers, acting in its
fiduciary capacity, provided that any state chartered depository institution or
trust company is subject to regulation regarding fiduciary funds substantially
similar to 12 C.F.R. ss. 9.10(b). Eligible Accounts may bear interest. No
Eligible Account shall be evidenced by a certificate of deposit, passbook or
other similar instrument.
"Eligible Investor": Either (i) a Qualified Institutional Buyer that
is purchasing for its own account or for the account of a Qualified
Institutional Buyer to whom notice is given that the offer, sale or transfer is
being made in reliance on Rule 144A or (ii) an Institutional Accredited
Investor.
"Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily Guide or any
successor provisions covering the same subject matter, in the case of Specially
Serviced Mortgage Loans as to which the related Mortgaged Property is
multifamily property or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(d).
"Escrow Payment": Any payment received by the Servicer or the
Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground lease
rents and similar items in respect of the related Mortgaged Property, including
amounts for deposit to any reserve account.
"Event of Default": One or more of the events described in Section
7.01(a).
"Exchange Act": The Securities Exchange Act of 1934, as amended from
time to time.
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate, interest
accrued on such Mortgage Loan after the Anticipated Prepayment Date allocable to
the Excess Rate, including all interest accrued thereon. The Excess Interest
shall not be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC formed
hereunder.
"Excess Interest Distribution Account": The trust account or
accounts created and maintained as a separate account or accounts by the Paying
Agent pursuant to Section 3.04(c), which shall be entitled "State Street Bank
and Trust Company, as Paying Agent, in trust for the Holders of Chase Manhattan
Bank-First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1, Excess Interest Distribution Account,"
and which must be an Eligible Account. The Excess Interest Distribution Account
shall not be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC formed
hereunder.
"Excess Rate": With respect to each of the Mortgage Loans indicated
on the Mortgage Loan Schedule as having a Revised Rate, the excess of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set
forth in the Mortgage Loan Schedule.
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FHLMC": Federal Home Loan Mortgage Corporation or any successor.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Mortgage Loan or REO Property (other than
a Mortgage Loan or REO Property, as the case may be, that was purchased by
either Mortgage Loan Seller pursuant to Section 3 of the applicable Mortgage
Loan Purchase Agreement, by the Majority Controlling Class Certificateholder or
the Special Servicer pursuant to Section 3.18(b), or by the Special Servicer,
the Holders of the Controlling Class or the Holders of the Class LR Certificates
pursuant to Section 9.01) that there has been a recovery of all Insurance and
Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or
recoveries that, in the Special Servicer's judgment, exercised without regard to
any obligation of the Special Servicer to make payments from its own funds
pursuant to Section 3.07(b), will ultimately be recoverable.
"Fitch": Fitch IBCA, Inc. and its successors in interest.
"FNMA": Federal National Mortgage Association or any successor
thereto.
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of the Excess Interest and amounts held from time to time in the
Excess Interest Distribution Account.
"Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Trustee, the Depositor, the
Servicer, the Special Servicer, the Directing Certificateholder and any and all
Affiliates thereof, (ii) does not have any material direct financial interest in
or any material indirect financial interest in any of the Trustee, the
Depositor, the Servicer, the Special Servicer, the Directing Certificateholder
or any Affiliate thereof and (iii) is not connected with the Trustee, the
Depositor, the Servicer, the Special Servicer, the Directing Certificateholder
or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Trustee, the
Depositor, the Servicer, the Special Servicer or any Affiliate thereof merely
because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Trustee, the Depositor, the Servicer, the Special
Servicer, the Directing Certificateholder or any Affiliate thereof, as the case
may be.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment trust (except
that the ownership test set forth in that Section shall be considered to be met
by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the
Servicer or the Trust, delivered to the Trustee and the Servicer), so long as
the Trust does not receive or derive any income from such Person and provided
that the relationship between such Person and the Trust is at arm's length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5) (except that the
Servicer or the Special Servicer shall not be considered to be an Independent
Contractor under the definition in this clause (i) unless an Opinion of Counsel
has been delivered to the Trustee to that effect) or (ii) any other Person
(including the Servicer and the Special Servicer) upon receipt by the Trustee
and the Servicer of an Opinion of Counsel, which shall be at no expense to the
Trustee, the Servicer or the Trust Fund, to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
cause any income realized in respect of such REO Property to fail to qualify as
Rents from Real Property.
"Initial Purchaser": Chase Securities Inc. and First Union Capital
Markets Corp.
"Institutional Accredited Investor": As defined in Section 5.02(b).
"Insurance Policy": With respect to any Mortgage Loan, any hazard
insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the
related Mortgaged Property.
"Insurance and Condemnation Proceeds": All proceeds paid under any
Insurance Policy or in connection with the full or partial condemnation of a
Mortgaged Property, in either case, to the extent such proceeds are not applied
to the restoration of the related Mortgaged Property or released to the
Mortgagor or any tenants or ground lessors, in either case, in accordance with
the Servicing Standards.
"Insured Event": With respect to a Lease Enhancement Policy and an
Residual Value Insurance Policy, any occurrence, condition or event that gives
rise or with the passage of time will give rise to a claim under the Lease
Enhancement Policy or Residual Value Insurance Policy, as the case may be.
"Interest Accrual Period": With respect to any Class of Regular
Certificates or Uncertificated Lower-Tier Interests and any Distribution Date,
the period beginning on the first day of the calendar month preceding the
calendar month in which the related Distribution Date occurs and ending on the
last day of the calendar month preceding the calendar month in which such
Distribution Date occurs, calculated assuming that each month has 30 days and
each year has 360 days.
"Interest Distribution Amount": With respect to any Class of Regular
Certificates for any Distribution Date, an amount equal to the sum of the
Distributable Certificate Interest and the Class Unpaid Interest Shortfall with
respect to such Class of Regular Certificates for such
Distribution Date.
"Interest Reserve Account": The trust account created and maintained
by the Paying Agent pursuant to Section 3.25 in the name of the Trustee on
behalf of the Certificateholders, into which the amounts set forth in Section
3.25 shall be deposited directly and which must be an Eligible Account.
"Interest Reserve Loans": The Mortgage Loans which accrue interest
based upon a 360-day year and the actual number of days in the related accrual
period.
"Interested Person": The Depositor, the Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate or any Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Grade": With respect to any Certificate, ratings
assigned to such Certificate no lower than "BBB-" by S&P and Fitch (or if not
rated by Fitch, equivalent ratings from two other nationally recognized
statistical rating agencies).
"Investment Representation Letter": As defined in Section 5.02(b).
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the REMIC Provisions.
"Late Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Due Period (or the related grace period), whether as
payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or
otherwise, which represent late payments or collections of principal or interest
due in respect of such Mortgage Loan (without regard to any acceleration of
amounts due thereunder by reason of default) on a Due Date in a previous Due
Period and not previously recovered. With respect to any REO Loan, all amounts
received in connection with the related REO Property during any Due Period
(including any grace period), whether as Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of principal or interest due or deemed due in respect of such REO
Loan or the predecessor Mortgage Loan (without regard to any acceleration of
amounts due under the predecessor Mortgage Loan by reason of default) on a Due
Date in a previous Due Period and not previously recovered. The term "Late
Collections" shall specifically exclude Penalty Charges.
"Lease Enhancement Policy": A non-cancelable credit lease
enhancement insurance policy that insures against certain losses, such as lease
termination and rent abatement events, arising out of casualty or condemnation
of the related Mortgaged Property.
"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by the Mortgage Loan Seller pursuant to Section 3 of the
related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased
by the Majority Controlling Class Certificateholder or the Special Servicer
pursuant to Section 3.18(b); or (v) such Mortgage Loan is purchased by the
Special Servicer, the Holders of the Controlling Class or the Holders of the
Class LR Certificates pursuant to Section 9.01. With respect to any REO Property
(and the related REO Loan), any of the following events: (i) a Final Recovery
Determination is made with respect to such REO Property or (ii) such REO
Property is purchased by the Servicer, the Special Servicer, the Holders of the
Controlling Class or the Holders of the Class LR Certificates pursuant to
Section 9.01.
"Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage Loan as to which the Special
Servicer receives a full or discounted payoff or partial payment or unscheduled
payment (other than any amounts for which a Workout Fee has, or will be payable)
with respect thereto from the related Mortgagor or any Liquidation Proceeds with
respect thereto, equal to the product of the Liquidation Fee Rate and the
proceeds of such full or discounted payoff or the net Liquidation Proceeds (net
of the related costs and expenses associated with the related liquidation)
related to such liquidated Specially Serviced Mortgage Loan, as the case may be;
provided, however, that no Liquidation Fee shall be payable with respect to
clauses (iii)-(v) of the definition of Liquidation Proceeds.
"Liquidation Fee Rate": A rate equal to 1.0%.
"Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received or paid by the Servicer or the
Special Servicer in connection with: (i) the liquidation of a Mortgaged Property
or other collateral constituting security for a defaulted Mortgage Loan, through
trustee's sale, foreclosure sale, REO Disposition or otherwise, exclusive of any
portion thereof required to be released to the related Mortgagor in accordance
with applicable law and the terms and conditions of the related Mortgage Note
and Mortgage; (ii) the realization upon any deficiency judgment obtained against
a Mortgagor; (iii) the purchase of a Defaulted Mortgage Loan by the Majority
Controlling Class Certificateholder or the Special Servicer pursuant to Section
3.18(b) or any other sale thereof pursuant to Section 3.18(c); (iv) the
repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to
Section 3 of the related Mortgage Loan Purchase Agreement; or (v) the purchase
of a Mortgage Loan or REO Property by the Holders of the Controlling Class, the
Special Servicer, the Servicer or the Holders of the Class LR Certificates
pursuant to Section 9.01.
"Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any
date of determination, the fraction, expressed as a percentage, the numerator of
which is the scheduled principal balance of such Mortgage Loan at the time of
determination, and the denominator of which is the Original Value of the related
Mortgaged Property.
"Lower-Tier Distribution Account": The segregated account or
accounts created and maintained by the Paying Agent pursuant to Section 3.04(b)
in trust for the Certificateholders, which shall be entitled "State Street Bank
and Trust Company, as Paying Agent, in trust for the registered Holders of Chase
Manhattan Bank-First Union National Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 1999-1, Lower-Tier Distribution
Account". Any such account or accounts shall be an Eligible Account.
"Lower-Tier Distribution Amount": As defined in Section 4.01(b).
"Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class
as specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)).
"Lower-Tier REMIC": One of two separate REMICs comprising the Trust
Fund, the assets of which consist of the Mortgage Loans (exclusive of Excess
Interest), any REO Property with respect thereto, such amounts as shall from
time to time be held in the Certificate Account, the REO Account, if any, and
the Lower-Tier Distribution Account, and all other property included in the
Trust Fund that is not in the Upper-Tier REMIC.
"MAI": Member of the Appraisal Institute.
"Majority Controlling Class Certificateholder": As of any date, the
Controlling Class Certificateholder owning a majority of the Percentage
Interests in the Controlling Class.
"Maturity Date": With respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Mortgage Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Mortgage Loan by reason
of default thereunder, (ii) any grace period permitted by the related Mortgage
Note, or (iii) any modification, waiver or amendment of such Mortgage Loan
granted or agreed to by the Servicer or the Special Servicer pursuant to Section
3.20 occurring prior to such date of determination.
"Mortgage": With respect to any Mortgage Loan, the mortgage, deed of
trust or other instrument securing a Mortgage Note and creating a lien on the
fee or leasehold interest in the related Mortgaged Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan as
of any Due Date that has been modified to reduce the rate at which interest is
paid currently below the Mortgage Rate, the excess, if any, of (a) interest
accrued on the Stated Principal Balance thereof during the one-month interest
accrual period set forth in the related Mortgage Note at the related Mortgage
Rate over (b) the interest portion of the related Periodic Payment, as so
modified or reduced, or, if applicable, Assumed Scheduled Payment due on such
Due Date.
"Mortgaged Property": The real property subject to the lien of a
Mortgage.
"Mortgage File": With respect to any Mortgage Loan, but subject
to Section 2.01, collectively the following documents:
(i) the original Mortgage Note, bearing, or accompanied by, all
prior and intervening endorsements or assignments showing a complete chain
of endorsement or assignment from the originator of the Mortgage Loan to
the applicable Mortgage Loan Seller, and further endorsed (at the
direction of the Depositor given pursuant to the applicable Mortgage Loan
Purchase Agreement), on its face or by allonge attached thereto, without
recourse, to the order of the Trustee in the following form: "Pay to the
order of State Street Bank and Trust Company, as trustee for the
Registered Holders of Chase Manhattan Bank-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 1999-1, without recourse, representation or warranty, express or
implied";
(ii) the original Mortgage (or a certified copy thereof from
the applicable recording office) and originals (or certified copies from
the applicable recording office) of any intervening assignments thereof
showing a complete chain of assignment from the originator of the Mortgage
Loan to the applicable Mortgage Loan Seller, in each case with evidence of
recording indicated thereon;
(iii) an original assignment of the Mortgage, in complete and
recordable form, executed by the Mortgage Loan Seller to "State Street
Bank and Trust Company, as trustee for the Registered Holders of Chase
Manhattan Bank-First Union National Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 1999-1";
(iv) an original or copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage) and the originals
or copies of any intervening assignments thereof showing a complete chain
of assignment from the originator of the Mortgage Loan to the applicable
Mortgage Loan Seller, in each case with evidence of recording thereon;
(v) an original assignment of any related Assignment of Leases
(if such item is a document separate from the Mortgage), in complete and
recordable form, executed by the applicable Mortgage Loan Seller in favor
of the Trustee (in such capacity);
(vi) an original or copy of any related Security Agreement (if
such item is a document separate from the Mortgage) and the originals or
copies of any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the applicable
Mortgage Loan Seller, in each case with evidence of recording thereon;
(vii) an original assignment of any related Security Agreement
(if such item is a document separate from the Mortgage), in complete and
recordable form, executed by the applicable Mortgage Loan Seller in favor
of the Trustee (in such capacity);
(viii) originals or copies of all consolidation, assumption,
modification, written assurance and substitution agreements, with evidence
of recording thereon, where appropriate, in those instances where the
terms or provisions of the Mortgage, Mortgage Note or any related security
document have been consolidated or modified or the Mortgage Loan has been
assumed;
(ix) the original lender's title insurance policy or a copy
thereof effective as of the date of the recordation of the Mortgage Loan,
together with all endorsements or riders that were issued with or
subsequent to the issuance of such policy, insuring the priority of the
Mortgage as a first lien on the Mortgagor's fee interest in the Mortgaged
Property, or if the policy has not yet been issued, an original or copy of
a written commitment, interim binder or the proforma title insurance
policy, dated as of the date the related Mortgage Loan was funded;
(x) the original or copy of any guaranty of the obligations of
the Mortgagor under the Mortgage Loan and any intervening assignments;
(xi) all UCC Financing Statements and continuation statements
or copies thereof, as filed or in form that is complete and suitable for
filing or recording, as appropriate, sufficient to perfect (and maintain
the perfection of) the security interest held by the originator of the
Mortgage Loan (and each assignee prior to the Trustee) in and to the
personalty of the Mortgagor at the Mortgaged Property (in each case with
evidence of filing thereon), and to transfer such security interest to the
Trustee;
(xii) the original power of attorney or a copy thereof (with
evidence of recording thereon) granted by the Mortgagor if the Mortgage,
Mortgage Note or other document or instrument referred to above was not
signed by the Mortgagor;
(xiii) with respect to any Mortgage Loans with Additional Debt,
a subordination agreement, pursuant to which such Additional Debt will be
fully subordinated to such Mortgage Loan;
(xiv) with respect to any insured Balloon Mortgage Loan, the
related Residual Value Insurance Policy;
(xv) with respect to any Mortgage Loan secured by a credit
lease, the related credit lease;
(xvi) any Lease Enhancement Policies with respect to the
related mortgage loans;
(xvii) any additional documents required to be added to the
Mortgage File pursuant to this Agreement; and
(xviii)with respect to any Mortgage Loan secured by a ground
lease, the related ground lease;
provided, however, that whenever the term "Mortgage File" is used to refer to
documents actually received by the Trustee, or a Custodian appointed thereby,
such term shall not be deemed to include such documents and instruments required
to be included therein unless they are actually so received.
"Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other documents contained in the related Mortgage File and
any related agreements.
"Mortgage Loan Purchase Agreement": Each of the agreements between
the Depositor and each Mortgage Loan Seller, relating to the transfer of all of
such Mortgage Loan Seller's right, title and interest in and to the related
Mortgage Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Exhibit B, which list sets forth the following information with respect to each
Mortgage Loan:
(i) the loan i.d. number (as specified in Exhibit A to the
Prospectus);
(ii) the Mortgagor's name;
(iii) the street address (including city, state and zip code)
of the related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity, (b) remaining
term to stated maturity and (c) Maturity Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Periodic Payment due on the first Due
Date following the Cut-off Date;
(xi) the Original Value of the related Mortgaged Property;
(xii) the Loan-to-Value Ratio at the Cut-off Date;
(xiii) the Underwritten Debt Service Coverage Ratio;
(xiv) the applicable Servicing Fee Rate;
(xv) whether the Mortgage Loan is an Actual/360 Mortgage Loan;
(xvi) whether such Mortgage Loan has an Anticipated Prepayment
Date;
(xvii) the Revised Rate of such Mortgage Loan, if any;
(xviii)whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xix) whether such Mortgage Loan is cross-defaulted with
another Mortgage Loan;
(xx) whether such Mortgage Loan is insured by a Lease
Enhancement Policy or Residual Value Insurance Policy; and
(xxi) whether such Mortgage Loan is secured by a letter of
credit.
Such Mortgage Loan Schedule shall also set forth the aggregate of
the amounts described under clause (vii) above for all of the Mortgage Loans.
Such list may be in the form of more than one list, collectively setting forth
all of the information required.
"Mortgage Loan Seller": Each of: (1) The Chase Manhattan Bank, a New
York banking corporation, or its respective successors in interest and (2) First
Union National Bank, a national banking association, or its respective
successors in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto.
"Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior
to its Maturity Date, the annualized rate at which interest is scheduled (in the
absence of a default) to accrue on such Mortgage Loan from time to time in
accordance with the related Mortgage Note and applicable law, exclusive of the
Excess Rate; (ii) any Mortgage Loan after its Maturity Date, the annualized rate
described in clause (i) above determined without regard to the passage of such
Maturity Date; provided, however, that if any Mortgage Loan does not accrue
interest on the basis of a 360-day year consisting of twelve 30-day months,
then, solely for purposes of calculating Pass-Through Rates, the Mortgage Rate
of such Mortgage Loan for any one-month period preceding a related Due Date will
be the annualized rate at which interest would have to accrue in respect of such
Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months
in order to produce the aggregate amount of interest actually accrued (exclusive
of Default Interest or Excess Interest) in respect of such Mortgage Loan during
such one-month period at the related Mortgage Rate; provided, however, that with
respect to each Interest Reserve Loan, the Mortgage Rate for the one month
period (A) preceding the Due Dates that occur in January and February in any
year which is not a leap year or preceding the Due Date that occurs in February
in any year which is a leap year, and (B) preceding the Due Date in March, will
be the per annum rate stated in the related Mortgage Note and (iii) any REO
Loan, the annualized rate described in clause (i) or (ii), as applicable, above
determined as if the predecessor Mortgage Loan had remained outstanding.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.
"Net Aggregate Prepayment Interest Shortfall" : With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
voluntary Principal Prepayments on the Mortgage Loans during the related Due
Period, exceeds (b) the aggregate amount deposited by the Servicer in the
Certificate Account for such Distribution Date pursuant to Section 3.19(a) in
connection with such Prepayment Interest Shortfalls.
"Net Investment Earnings": With respect to either the Certificate
Account, the Interest Reserve Account or the REO Account for any period from any
Distribution Date to the immediately succeeding P&I Advance Date, the amount, if
any, by which the aggregate of all interest and other income realized during
such period on funds relating to the Trust Fund held in such account, exceeds
the aggregate of all losses, if any, incurred during such period in connection
with the investment of such funds in accordance with Section 3.06.
"Net Investment Loss": With respect to either the Certificate
Account, the Interest Reserve Account or the REO Account for any period from any
Distribution Date to the immediately succeeding P&I Advance Date, the amount by
which the aggregate of all losses, if any, incurred during such period in
connection with the investment of funds relating to the Trust Fund held in such
account in accordance with Section 3.06, exceeds the aggregate of all interest
and other income realized during such period on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or REO Loan,
as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect, minus the Administrative Cost Rate; provided however, that
for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any
Mortgage Loan will be determined without regard to any modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by the Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the
Mortgagor.
"Net Operating Income": With respect to any Mortgaged Property, for
any Mortgagor's fiscal year end, Net Operating Income will be calculated in
accordance with the standard definition of "Net Operating Income" endorsed and
put forth by MBA and CSSA.
"New Lease": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust has the right to
renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Loan which, in the
reasonable good faith judgment of the Servicer or the Trustee, as applicable,
will not be ultimately recoverable, together with any accrued and unpaid
interest thereon, from Late Collections or any other recovery on or in respect
of such Mortgage Loan or REO Loan. The determination by the Servicer or the
Trustee, as applicable, that it has made a Nonrecoverable P&I Advance or that
any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance, shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Paying Agent and the Depositor, in the case of the Servicer, and to
the Depositor and the Paying Agent, in the case of the Trustee. The Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the Servicer or the Trustee, as applicable, forming the basis
of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status, property inspections, and shall
include an Appraisal of the related Mortgage Loan or Mortgaged Property, the
cost of which Appraisal shall be advanced by the Servicer as a Servicing
Advance). The Trustee shall be entitled to conclusively rely on the Servicer's
determination that a P&I Advance is nonrecoverable.
"Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property which,
in the reasonable good faith judgment of the Servicer or the Trustee, as the
case may be, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon, from Late Collections or any other recovery on or in
respect of such Mortgage Loan or REO Property. The determination by the Servicer
or the Trustee, as the case may be, that it has made a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be evidenced by an Officer's Certificate
delivered to the Trustee, the Paying Agent, the Special Servicer and the
Depositor, in the case of the Servicer, and to the Depositor and the Paying
Agent, in the case of the Trustee. The Officer's Certificate shall set forth
such determination of nonrecoverability and the considerations of the Servicer
or the Trustee, as applicable, forming the basis of such determination (which
shall include but shall not be limited to information, to the extent available,
such as related income and expense statements, rent rolls, occupancy status and
property inspections, and shall include an Appraisal of the related Mortgage
Loan or Mortgaged Property, the cost of which Appraisal shall be advanced by the
Servicer as a Servicing Advance). The Trustee will be entitled to conclusively
rely on the Servicer's determination that a Servicing Advance is nonrecoverable.
"Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class G, Class H, Class I, Class J, Class K, Class L, Class
M, Class R or Class LR Certificate.
"Non-U.S. Person": Any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such
Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Certificate
Registrar with an effective Internal Revenue Service Form 4224 (or successor
form) or (ii) the Transferee delivers to both the Transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
such Transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such Transfer of the Residual
Certificate will not be disregarded for federal income tax purposes.
"Notional Amount": In the case of the Class X Certificates, the
Class X Notional Amount. In the case of each Component, the amount set forth in
the applicable definition thereof.
"Offered Certificates": The Class A, Class B, Class C, Class D,
Class E, Class F and Class X Certificates.
"Officer's Certificate": A certificate signed by a Servicing Officer
of the Servicer or the Special Servicer, as the case may be, or a Responsible
Officer of the Trustee, as the case may be.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Servicer or the Special
Servicer, acceptable in form and delivered to the Trustee, except that any
opinion of counsel relating to (a) the qualification of the Upper-Tier REMIC or
Lower-Tier REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c)
qualification of the Grantor Trust as a grantor trust or (d) the resignation of
the Servicer, the Special Servicer or the Depositor pursuant to Section 6.04,
must be an opinion of counsel who is in fact Independent of the Depositor, the
Servicer or the Special Servicer, as applicable.
"Original Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class X Certificates), the initial aggregate
principal amount thereof as of the Closing Date, in each case as specified in
the Preliminary Statement.
"Original Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interest, the initial principal amount thereof as of
the Closing Date, in each case as specified in the Preliminary Statement.
"Original Notional Amount": With respect to the Class X Notional
Amount, the initial Notional Amount thereof as of the Closing Date, as specified
in the Preliminary Statement.
"Original Value": The Appraised Value of a Mortgaged Property based
upon the Appraisal conducted in connection with the origination of the related
Mortgage Loan.
"OTS": The Office of Thrift Supervision or any successor thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate, the
Class A-2 Pass-Through Rate, the Class B Pass-Through Rate, the Class C
Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate,
the Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class H
Pass-Through Rate, the Class I Pass-Through Rate, the Class J Pass-Through Rate,
the Class K Pass-Through Rate, the Class L Pass-Through Rate, the Class M
Pass-Through Rate and the Class X Pass-Through Rate.
"Paying Agent": Any agent of the Trustee appointed to act as paying
agent pursuant to Section 5.06.
"Penalty Charges": With respect to any Mortgage Loan (or successor
REO Loan), any amounts actually collected thereon from the Mortgagor that
represent late payment charges or Default Interest, other than a Prepayment
Premium, Yield Maintenance Charge or Excess Interest.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to
the related Class. With respect to any Regular Certificate, the percentage
interest is equal to the Denomination of such Certificate divided by the initial
Certificate Balance or Notional Amount, as applicable, of such Class of
Certificates as of the Closing Date. With respect to a Residual Certificate, the
percentage interest is set forth on the face thereof.
"Periodic Payment": With respect to any Mortgage Loan, the scheduled
periodic payment of principal and/or interest on such Mortgage Loan, including
any Balloon Payment, which is payable by a Mortgagor from time to time under the
related Mortgage Note and applicable law.
"Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, the
Servicer, the Special Servicer, the Trustee or any of their respective
Affiliates and having the required ratings, if any, provided for in this
definition:
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States of
America, FNMA, FHLMC or any agency or instrumentality of the United States
of America, the obligations of which are backed by the full faith and
credit of the United States of America that mature in one year or less
after the date of issuance; provided that any obligation of, or guarantee
by, FNMA or FHLMC, other than an unsecured senior debt obligation of FNMA
or FHLMC, shall be a Permitted Investment only if such investment would
not result in the downgrading, withdrawal or qualification of the
then-current rating assigned by each Rating Agency to any Certificate as
evidenced in writing;
(ii) time deposits, unsecured certificates of deposit, or
bankers' acceptances that mature in 1 year or less after the date of
issuance and are issued or held by any depository institution or trust
company (including the Trustee) incorporated or organized under the laws
of the United States of America or any State thereof and subject to
supervision and examination by federal or state banking authorities, so
long as the commercial paper or other short-term debt obligations of such
depository institution or trust company are rated at least "A-1+" by S&P
and "F-1+" by Fitch or such other rating as would not result in the
downgrading, withdrawal or qualification of the then-current rating
assigned by each Rating Agency to any Certificate, as evidenced in
writing;
(iii) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has a remaining
maturity of 1 year or less and where such repurchase obligation has been
entered into with a depository institution or trust company (acting as
principal) described in clause (ii) above;
(iv) debt obligations bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one year or less from the
date of issuance, which debt obligations have ratings from S&P and Fitch
of "AA-", or such other rating as would not result in the downgrading,
withdrawal or qualification of the then-current rating assigned by each
Rating Agency to any Certificate as specified in writing by each of the
Rating Agencies; provided, however, that securities issued by any
particular corporation will not be Permitted Investments to the extent
that investment therein will cause the then-outstanding principal amount
of securities issued by such corporation and held in the accounts
established hereunder to exceed 10% of the sum of the aggregate principal
balance and the aggregate principal amount of all Permitted Investments in
such accounts;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations) payable on demand
or on a specified date maturing in 1 year or less after the date of
issuance thereof and which is rated at least "A-1+" by S&P and "F-1+" by
Fitch or, if not rated by Fitch, at least D-1+ or its equivalent by
another nationally recognized rating agency (other than S&P);
(vi) money market funds, rated "AAAm" or "AAAmG" by S&P and
"AAA" by Fitch; and
(vii) any other demand, money market or time deposit,
obligation, security or investment, (a) with respect to which each Rating
Agency shall have confirmed in writing that such investment will not
result in a downgrade, qualification or withdrawal of the then-current
rating of the Certificates that are currently being rated by such Rating
Agency and (b) which qualifies as a "cash flow investment" pursuant to
Section 860G(a)(6) of the Code;
provided, however, that in each case, if the investment is rated by S&P, (a) it
shall not have an "r" highlighter affixed to its rating from S&P, (b) it shall
have a predetermined fixed dollar of principal due at maturity that cannot vary
or change and (c) any such investment that provides for a variable rate of
interest must have an interest rate that is tied to a single interest rate index
plus a fixed spread, if any, and move proportionately with such index; and
provided, further, however, that no such instrument shall be a Permitted
Investment (a) if such instrument evidences principal and interest payments
derived from obligations underlying such instrument and the interest payments
with respect to such instrument provide a yield to maturity at the time of
acquisition of greater than 120% of the yield to maturity at par of such
underlying obligations or (b) if such instrument may be redeemed at a price
below the purchase price; and provided, further, however, that no amount
beneficially owned by either the Upper-Tier REMIC or the Lower-Tier REMIC (even
if not yet deposited in the Trust) may be invested in investments (other than
money market funds) treated as equity interests for federal income tax purposes,
unless the Servicer receives an Opinion of Counsel, at its own expense, to the
effect that such investment will not adversely affect the status of either the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC under the Code or result in
imposition of a tax on such Upper-Tier REMIC or Lower-Tier REMIC. Permitted
Investments that are subject to prepayment or call may not be purchased at a
price in excess of par.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance made
by the Servicer or the Trustee, as applicable, pursuant to Section 4.03 or
Section 7.05.
"P&I Advance Date": The Business Day immediately prior to each
Distribution Date.
"P&I Advance Determination Date": With respect to any Distribution
Date, the 12th day of the month in which such Distribution Date occurs, or if
such 12th day is not a Business Day, the Business Day immediately succeeding
such date.
"Policy Termination Event": With respect to any Lease Enhancement
Policy, any abatement, rescission, cancellation, termination, contest, legal
process, arbitration or disavowal of liability thereunder by the related
insurer.
"Plan": As defined in Section 5.02(c).
"Prepayment Assumption": A "constant prepayment rate" of 0% used for
determining the accrual of original issue discount, market discount and premium,
if any, on the Certificates for federal income tax purposes, provided, it is
assumed that each Mortgage Loan with an Anticipated Prepayment Date prepays on
such date.
"Prepayment Interest Excess": With respect to any Mortgage Loan that
was subject to a Principal Prepayment in full or in part prior to the related
Determination Date which Principal Prepayment was applied to such Mortgage Loan
following such Mortgage Loan's Due Date in the related Due Period, (or, with
respect to any Semi-Annual Mortgage Loan, following the 1st day of the month),
the amount of interest (net of the related Servicing Fee and if applicable, the
Excess Interest) accrued on the amount of such Principal Prepayment during the
period from and after such Due Date (or, with respect to any Semi-Annual
Mortgage Loan, following the 1st day of the month), to the extent collected
(exclusive of any related Prepayment Premium or Yield Maintenance Charge
actually collected).
"Prepayment Interest Shortfall": With respect to any Mortgage Loan
that was subject to a voluntary Principal Prepayment in full or in part during
any Due Period, which Principal Prepayment was applied to such Mortgage Loan
prior to such Mortgage Loan's Due Date (or, with respect to any Semi-Annual
Mortgage Loan, prior to the 1st day of the month) in such Due Period, the amount
of interest, to the extent not collected from the related Mortgagor (without
regard to any Prepayment Premium or Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to the sum of (x)
the related Net Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee
Rate, on the amount of such Principal Prepayment during the period commencing on
the date as of which such Principal Prepayment was applied to such Mortgage Loan
and ending on the day immediately preceding such Due Date (or, with respect to
any Semi-Annual Mortgage Loan, prior to the 1st day of the month), inclusive.
"Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.
"Principal Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (a) the Principal Shortfall for such
Distribution Date, (b) the Scheduled Principal Distribution Amount for such
Distribution Date and (c) the Unscheduled Principal Distribution
Amount for such Distribution Date.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment.
"Principal Shortfall": For any Distribution Date after the initial
Distribution Date, the amount, if any, by which (a) the related Principal
Distribution Amount for the preceding Distribution Date, exceeded (b) the
aggregate amount distributed in respect of principal on the Class A, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class J, Class K,
Class L and Class M Certificates for such preceding Distribution Date pursuant
to Section 4.01(a) on such preceding Distribution Date. The Principal Shortfall
for the initial Distribution Date will be zero.
"Prospectus": The Prospectus dated August 19, 1999, as supplemented
by the Prospectus Supplement dated August 19, 1999, relating to the offering of
the Offered Certificates.
"Purchase Price": With respect to any Mortgage Loan to be purchased
by a Mortgage Loan Seller pursuant to Section 3 of the related Mortgage Loan
Purchase Agreement, by the Majority Controlling Class Certificateholder or the
Special Servicer pursuant to Section 3.18(b), or by the Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class LR
Certificates pursuant to Section 9.01 or to be otherwise sold pursuant to
Section 3.18(c), a price equal to:
(i) the outstanding principal balance of such Mortgage Loan as
of the date of purchase; plus
(ii) all accrued and unpaid interest on such Mortgage Loan at
the related Mortgage Rate in effect from time to time to but not including
the Due Date in the Due Period of purchase; plus
(iii) all related unreimbursed Servicing Advances and accrued
and unpaid interest on related Advances at the Reimbursement Rate, and
unpaid Special Servicing Fees allocable to such Mortgage Loan; plus
(iv) if such Mortgage Loan is being purchased by a Mortgage
Loan Seller pursuant to Section 3 of the applicable Mortgage Loan Purchase
Agreement, all reasonable out-of-pocket expenses reasonably incurred or to
be incurred by the Servicer, the Special Servicer, the Depositor and the
Trustee in respect of the Breach or Defect giving rise to the repurchase
obligation, including any expenses arising out of the enforcement of the
repurchase obligation.
With respect to any REO Property to be sold pursuant to Section 3.18(c), the
amount calculated in accordance with the preceding sentence in respect of the
related REO Loan.
"Qualified Institutional Buyer": As defined in Section 5.02(b).
"Qualified Insurer": (i) With respect to any Mortgage Loan, REO Loan
or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with a
minimum claims paying ability rating of at least "A" by S&P and Fitch (or if not
rated by Fitch then "A-VIII" by A.M. Best) and (ii) with respect to the fidelity
bond and errors and omissions Insurance Policy required to be maintained
pursuant to Section 3.07(c), an insurance company that has a claims paying
ability rated no lower than two ratings below the rating assigned to the then
highest rated outstanding Certificate (or, with respect to the required Fitch
rating, if not rated by Fitch, then "A-IX" by A.M. Best), but in no event lower
than "A" by S&P and Fitch (or if not rated by Fitch then "A-IX" by A.M. Best),
or, in the case of clauses (i) and (ii), such other rating as each Rating Agency
shall have confirmed in writing will not cause such Rating Agency to downgrade,
qualify or withdraw the then-current rating assigned to any of the Certificates
that are then currently being rated by such Rating Agency.
"Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as
the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted
Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve
30-day months); (v) have a remaining term to stated maturity not greater than,
and not more than two years less than, the remaining term to stated maturity of
the deleted Mortgage Loan; (vi) have an original Loan-to-Value Ratio not higher
than that of the deleted Mortgage Loan and a current Loan-to-Value Ratio not
higher than the then current Loan-to-Value Ratio of the deleted Mortgage Loan;
(vii) comply as of the date of substitution with all of the representations and
warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii)
have an Environmental Assessment that indicates no adverse environmental
conditions with respect to the related Mortgaged Property and which will be
delivered as a part of the related Mortgage File; (ix) have an original Debt
Service Coverage Ratio of not less than the original Debt Service Coverage Ratio
of the deleted Mortgage Loan and a current Debt Service Coverage Ratio of not
less than the current Debt Service Coverage Ratio of the deleted Mortgage Loan;
(x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan
Seller's expense) to be a "qualified replacement mortgage" within the meaning of
Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date
three years prior to the Rated Final Distribution Date; (xii) not be substituted
for a deleted Mortgage Loan unless the Trustee has received prior confirmation
in writing by each Rating Agency that such substitution will not result in the
withdrawal, downgrade, or qualification of the rating assigned by the Rating
Agency to any Class of Certificates then rated by the Rating Agency (the cost,
if any, of obtaining such confirmation to be paid by the applicable Mortgage
Loan Seller); (xiii) have a date of origination that is not more than 12 months
prior to the date of substitution; (xiv) have been approved by the Directing
Certificateholder; provided that the Directing Certificateholder shall cease to
have the right to approve the substitution of a Qualified Substitute Mortgage
Loan for a deleted Mortgage Loan after the aggregate of the outstanding
principal balance of all Qualified Substitute Mortgage Loans which were
previously substituted for a deleted Mortgage Loan exceeds 10% of the aggregate
principal balance of all Mortgage Loans as of the Cut-off Date; and (xv) not be
substituted for a deleted Mortgage Loan if it would result in the termination of
the REMIC status of any of the REMICs established under this Agreement or the
imposition of tax on any of such REMICs other than a tax on income expressly
permitted or contemplated to be received by the terms of this Agreement, as
determined by an Opinion of Counsel. In the event that one or more mortgage
loans are substituted for one or more deleted Mortgage Loans, then the amounts
described in clause (i) shall be determined on the basis of aggregate principal
balances and the rates described in clause (ii) above and the remaining term to
stated maturity referred to in clause (v) above shall be determined on a
weighted average basis. When a Qualified Substitute Mortgage Loan is substituted
for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify
that the Mortgage Loan meets all of the requirements of the above definition and
shall send such certification to the Trustee. It is understood and agreed that
the Controlling Class Representative (or, if no Controlling Class Representative
is then serving, the Holders of Certificates representing a majority of the
Voting Rights assigned to the Controlling Class) could find a prospective
Qualified Substitute Mortgage Loan unacceptable for any reason or no reason
whatsoever.
"Rated Final Distribution Date": As to each Class of Certificates,
August 15, 2031, the first Distribution Date after the 24th month following the
end of the amortization term for the Mortgage Loan that, as of the Cut-off Date,
has the longest remaining amortization term.
"Rating Agency": Each of S&P and Fitch or their successors in
interest. If neither such rating agency nor any successor remains in existence,
"Rating Agency" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Trustee and the
Servicer, and specific ratings of S&P and Fitch herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.
"Registrar Office": As defined in Section 5.02(a).
"Regular Certificate": Any of the Class A, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class I, Class J, Class K, Class L, Class
M and Class X Certificates.
"Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the "Prime Rate" published in the "Money Rates" section of The Wall Street
Journal, New York edition (or, if such section or publication is no longer
available, such other comparable publication as determined by the Trustee in its
reasonable discretion) as may be in effect from time to time, or, if the "Prime
Rate" no longer exists, such other comparable rate (as determined by the Trustee
in its reasonable discretion) as may be in effect from time to time.
"Related Certificates" and "Related Uncertificated Lower-Tier
Interest": For the following Classes of Uncertificated Lower-Tier Interests, the
related Class of Certificates set forth below and for the following Classes of
Certificates, the related Class of Uncertificated Lower-Tier Interests set forth
below:
Related Uncertificated
Related Certificate Lower-Tier Interest
------------------- -------------------
Class A-1 Certificate Class LA-1 Uncertificated Interest
Class A-2 Certificate Class LA-2 Uncertificated Interest
Class B Certificate Class LB Uncertificated Interest
Class C Certificate Class LC Uncertificated Interest
Class D Certificate Class LD Uncertificated Interest
Class E Certificate Class LE Uncertificated Interest
Class F Certificate Class LF Uncertificated Interest
Class G Certificate Class LG Uncertificated Interest
Class H Certificate Class LH Uncertificated Interest
Class I Certificate Class LI Uncertificated Interest
Class J Certificate Class LJ Uncertificated Interest
Class K Certificate Class LK Uncertificated Interest
Class L Certificate Class LL Uncertificated Interest
Class M Certificate Class LM Uncertificated Interest
"REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code (or any successor thereto).
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final Treasury regulations (or proposed
regulations that would apply by reason of their proposed effective date to the
extent not inconsistent with temporary or final regulations) and any rulings
promulgated thereunder, as the foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "ORIX Real
Estate Capital Markets, LLC, as Special Servicer, in trust for registered
Holders of Chase Manhattan Bank-First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 1999-1, REO
Account." Any such account or accounts shall be an Eligible Account.
"REO Acquisition": The acquisition for federal income tax purposes
of any REO Property pursuant to Section 3.09.
"REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18(d).
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan deemed for purposes hereof to be
outstanding with respect to each REO Property. Each REO Loan shall be deemed to
be outstanding for so long as the related REO Property remains part of the Trust
Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and
otherwise has the same terms and conditions as its predecessor Mortgage Loan,
including, without limitation, with respect to the calculation of the Mortgage
Rate in effect from time to time (such terms and conditions to be applied
without regard to the default on such predecessor Mortgage Loan). Each REO Loan
shall be deemed to have an initial outstanding principal balance and Stated
Principal Balance equal to the outstanding principal balance and Stated
Principal Balance, respectively, of its predecessor Mortgage Loan as of the date
of the related REO Acquisition. All amounts due and owing in respect of the
predecessor Mortgage Loan as of the date of the related REO Acquisition,
including, without limitation, accrued and unpaid interest, shall continue to be
due and owing in respect of an REO Loan. All amounts payable or reimbursable to
the Servicer, the Special Servicer, or the Trustee, as applicable, in respect of
the predecessor Mortgage Loan as of the date of the related REO Acquisition,
including, without limitation, any unpaid Special Servicing Fees and Servicing
Fees and any unreimbursed Advances, together with any interest accrued and
payable to the Servicer or the Trustee in respect of such Advances in accordance
with Section 3.03(d) or Section 4.03(d), shall continue to be payable or
reimbursable to the Servicer or the Trustee in respect of an REO Loan.
Collections in respect of each REO Loan (exclusive of the amounts to be applied
to the payment of, or to be reimbursed to the Servicer or the Special Servicer
for the payment of, the costs of operating, managing, selling, leasing and
maintaining the related REO Property) shall be treated: first, as a recovery of
accrued and unpaid interest on such REO Loan at the related Mortgage Rate in
effect from time to time to but not including the Due Date in the Due Period of
receipt (exclusive of any portion that constitutes Excess Interest); second, as
a recovery of principal of such REO Loan to the extent of its entire unpaid
principal balance; and third, in accordance with the Servicing Standards of the
Servicer, as a recovery of any other amounts due and owing in respect of such
REO Loan, including, without limitation, (i) Yield Maintenance Charges,
Prepayment Premiums and Penalty Charges and (ii) Excess Interest and other
amounts, in that order.
"REO Loan Accrual Period": With respect to any REO Loan and any Due
Date therefor, the one-month period immediately preceding such Due Date.
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of, and in the name of, the Trustee for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests) through foreclosure, acceptance of a deed-in-lieu of foreclosure or
otherwise in accordance with applicable law in connection with the default or
imminent default of a Mortgage Loan.
"REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.
"Request for Release": A release signed by a Servicing Officer of
the Servicer or the Special Servicer, as applicable, in the form of Exhibit F
attached hereto.
"Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.
"Residual Value Insurance Policy": A non-cancelable residual value
insurance policy that guaranties the Balloon Payment on each insured Balloon
Mortgage Loan issued by a residual value insurer.
"Responsible Officer": When used with respect to the initial
Trustee, any Vice President, Assistant Vice President, Assistant Secretary,
corporate trust officer or assistant corporate trust officer in the corporate
trust department of State Street Bank and Trust Company and with respect to any
successor Trustee, any officer or assistant officer in the corporate trust
department of the Trustee, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers to whom a particular matter is referred by the Trustee because of such
officer's knowledge of and familiarity with the particular subject.
"Revised Rate": With respect to those Mortgage Loans on the Mortgage
Loan Schedule indicated as having a revised rate, the increased interest rate
after the Anticipated Prepayment Date (in the absence of a default) for each
applicable Mortgage Loan, as calculated and as set forth in the related Mortgage
Loan.
"S&P": Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors in interest.
"Scheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of the principal portions of (a) all Periodic
Payments (excluding Balloon Payments) due in respect of the Mortgage Loans
during or, if and to the extent not previously received or advanced pursuant to
Section 4.03 in respect of a preceding Distribution Date, prior to, the related
Due Period, and all Assumed Scheduled Payments for the related Due Period, in
each case to the extent either (i) paid by the Mortgagor as of the Business Day
preceding the related P&I Advance Date (and not previously distributed to
Certificateholders) or (ii) advanced by the Servicer or the Trustee, as
applicable, pursuant to Section 4.03 in respect of such Distribution Date, and
(b) all Balloon Payments to the extent received during the related Due Period
(including any applicable grace periods), and to the extent not included in
clause (a) above.
"Securities Act": The Securities Act of 1933, as amended.
"Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in the related
Mortgage or executed separately, creating in favor of the holder of such
Mortgage a security interest in the personal property constituting security for
repayment of such Mortgage Loan.
"Semi-Annual Loans": Each Mortgage Loan, the periodic payments of
which are due semi-annually pursuant to the terms of the related Mortgage Note,
and that is identified as a Semi-Annual Loan on the Mortgage Loan Schedule.
"Servicer": The Chase Manhattan Bank, and its successor in interest
and assigns, or any successor Servicer appointed as herein provided.
"Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.
"Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses (including attorneys' fees and expenses and fees
of real estate brokers) incurred by the Servicer in connection with the
servicing and administering of (a) a Mortgage Loan in respect of which a
default, delinquency or other unanticipated event has occurred or as to which a
default is reasonably foreseeable or (b) an REO Property, including, but not
limited to, the cost of (i) compliance with the Servicer's obligations set forth
in Section 3.03(c), (ii) the preservation, restoration and protection of a
Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or
any Liquidation Proceeds of the nature described in clauses (i) - (iv) of the
definition of "Liquidation Proceeds", (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures and (v)
the operation, leasing, management, maintenance and liquidation of any REO
Property. Notwithstanding anything to the contrary, "Servicing Advances" shall
not include allocable overhead of the Servicer or the Special Servicer, such as
costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses
or costs and expenses incurred by any such party in connection with its purchase
of a Mortgage Loan or REO Property.
"Servicing Fee": With respect to each Mortgage Loan and REO Loan,
the fee payable to the Servicer pursuant to the first paragraph of Section
3.11(a).
"Servicing Fee Rate": A rate equal to the per annum rate set forth
on the Mortgage Loan Schedule under the heading "Servicing Fee Rate", in each
case computed on the basis of the Stated Principal Balance of the related
Mortgage Loan.
"Servicing Officer": Any officer and/or employee of the Servicer or
the Special Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loans, whose name and specimen signature appear on a
list of servicing officers furnished by the Servicer and the Special Servicer to
the Paying Agent, the Trustee and the Depositor on the Closing Date as such list
may be amended from time to time thereafter.
"Servicing Standards": As defined in Section 3.01(a).
"Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the following events:
(i) a payment default shall have occurred on such Mortgage Loan
at its original maturity date, or if the original maturity date of such
Mortgage Loan has been extended, a payment default occurs on such Mortgage
Loan at its extended maturity date; or
(ii) any Periodic Payment (other than a Balloon Payment) is 60
days or more delinquent; or
(iii) the date upon which the Servicer determines that a
payment default is imminent and is not likely to be cured by the related
Mortgagor within 60 days; or
(iv) the date upon which a decree or order of a court or agency
or supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law, or the appointment of a conservator, receiver
or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, and being entered against the related
Mortgagor; provided that if such decree or order is discharged or stayed
within 60 days of being entered, such Mortgage Loan shall not be a
Specially Serviced Mortgage Loan (and no Special Servicing Fees, Workout
Fees or Liquidation Fees will be payable with respect thereto); or
(v) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or
relating to such Mortgagor or of or relating to all or substantially all
of its property; or
(vi) the related Mortgagor shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(vii) a default of which the Servicer has notice (other than a
failure by such Mortgagor to pay principal or interest) and which in the
opinion of the Servicer materially and adversely affects the interests of
the Certificateholders has occurred and remained unremedied for the
applicable grace period specified in such Mortgage Loan (or if no grace
period is specified, 60 days); or
(viii) the Servicer has received notice of the foreclosure or
proposed foreclosure of any lien on the related Mortgaged Property.
"Similar Law": As defined in Section 5.02(c).
"Special Servicer": ORIX Real Estate Capital Markets, LLC, a
Delaware limited liability company, or any successor Special Servicer appointed
as herein provided.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and REO Loan, the fee payable to the Special Servicer pursuant to
the first paragraph of Section 3.11(b).
"Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.25% per annum computed on the basis
of the Stated Principal Balance of the related Mortgage Loan and on the basis of
a 360-day year with twelve 30-day months.
"Specially Serviced Mortgage Loan": As defined in Section 3.01(a).
"Startup Day": The day designated as such in Section 10.01(b).
"Stated Principal Balance": With respect to any Mortgage Loan, as of
any date of determination, an amount equal to (x) the Cut-off Date Principal
Balance of such Mortgage Loan, plus (y) any Mortgage Deferred Interest added to
the principal balance of such Mortgage Loan on or before the end of the
immediately preceding Due Period minus (z) the sum of:
(i) the principal portion of each Periodic Payment due on such
Mortgage Loan after the Cut-off Date, to the extent received from the
Mortgagor or advanced (or portion of such Periodic Payment advanced with
respect to a Semi-Annual Loan) by the Servicer and distributed to
Certificateholders on or before such date of determination;
(ii) all Principal Prepayments received with respect to such
Mortgage Loan after the Cut-off Date, to the extent distributed to
Certificateholders on or before such date of determination;
(iii) the principal portion of all Insurance and Condemnation
Proceeds and Liquidation Proceeds received with respect to such Mortgage
Loan after the Cut-off Date, to the extent distributed to
Certificateholders on or before such date of determination; and
(iv) any reduction in the outstanding principal balance of such
Mortgage Loan resulting from a Deficient Valuation that occurred prior to
the end of the Due Period for the most recent Distribution Date.
With respect to any REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, minus (y) the sum of:
(i) the principal portion of any P&I Advance made with respect
to the predecessor Mortgage Loan on or after the date of the related REO
Acquisition, to the extent distributed to Certificateholders on or before
such date of determination; and
(ii) the principal portion of all Insurance and Condemnation
Proceeds, Liquidation Proceeds and REO Revenues received with respect to
such REO Loan, to the extent distributed to Certificateholders on or
before such date of determination.
A Mortgage Loan or an REO Loan shall be deemed to be part of the
Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such
payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.
"Statement to Certificateholders": As defined in Section 4.02(a).
"Subordinate Certificate": Any Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class I, Class J, Class K, Class L or Class M
Certificate.
"Sub-Servicer": Any Person with which the Servicer or the Special
Servicer has entered into a Sub-Servicing Agreement.
"Sub-Servicing Agreement": The written contract between the Servicer
or the Special Servicer, as the case may be, and any Sub-Servicer relating to
servicing and administration of Mortgage Loans as provided in Section 3.22.
"Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Mortgage Loan being replaced calculated as of the date
of substitution over the Stated Principal Balance of the related Qualified
Substitute Mortgage Loans as of the date of substitution. In the event that one
or more Qualified Substitute Mortgage Loans are substituted (at the same time)
for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the
aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced
and the aggregate Stated Principal Balances of the related Qualified Substitute
Mortgage or Mortgage Loans.
"Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of the Upper-Tier REMIC and the Lower-Tier REMIC
due to its classification as a REMIC under the REMIC Provisions, together with
any and all other information, reports or returns that may be required to be
furnished to the Certificateholders or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of
federal tax law or Applicable State and Local Tax Law.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transfer Affidavit": As defined in Section 5.02(d).
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.
"Transferor Letter": As defined in Section 5.02(d).
"Trust": The trust created hereby and to be administered hereunder.
"Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Mortgage Loans as from time to
time are subject to this Agreement and all payments under and proceeds of such
Mortgage Loans received after the Cut-off Date (other than payments of principal
and interest due and payable on such Mortgage Loans on or before the Cut-off
Date), together with all documents included in the related Mortgage Files; (ii)
such funds or assets as from time to time are deposited in the Certificate
Account, the Distribution Accounts, any Servicing Accounts, the Excess Interest
Distribution Account and, if established, the REO Account; (iii) any REO
Property; (iv) the rights of the mortgagee under all Insurance Policies with
respect to the Mortgage Loans and (v) the rights of the Depositor under Sections
2, 3, 8, 9, 10, 11, 12 and 13 of each Mortgage Loan Purchase Agreement.
"Trustee": State Street Bank and Trust Company, a trust company
chartered under the laws of the Commonwealth of Massachusetts, in its capacity
as trustee and its successors in interest, or any successor trustee appointed as
herein provided.
"Trustee Exception Report": As defined in Section 2.02(e).
"Trustee Fee": The fee to be paid to the Trustee as compensation for
the Trustee's activities under this Agreement.
"Trustee Fee Rate": A rate equal to 0.001% per annum computed on the
basis of the Stated Principal Balance of the related Mortgage Loan.
"UCC": The Uniform Commercial Code, as enacted in each applicable
state.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the UCC, as in effect in the relevant jurisdiction.
"Uncertificated Lower-Tier Interests": Any of the Class LA-1, Class
LA-2, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH,
Class LI, Class LJ, Class LK, Class LL and Class LM Uncertificated Interests.
"Underwritten Debt Service Coverage Ratio": With respect to any
Mortgage Loan, the ratio of (i) Underwritten Net Cash Flow produced by the
related Mortgaged Property to (ii) the aggregate amount of the Periodic Payments
due for the 12-month period immediately following the Cut-off Date, except with
respect to those Mortgage Loans identified on Schedule 3 where Periodic Payments
initially pay interest only, but for purposes of this definition only, shall be
assumed to include interest and principal (based upon the amortization schedule
length indicated on Schedule 3).
"Underwritten Net Cash Flow": With respect to any Mortgaged
Property, the estimated annual revenue derived from the use and operation of
such Mortgaged Property, less estimated annual expenses, including operating
expenses (such as utilities, administrative expenses, repairs and maintenance,
tenant improvement costs, leasing commissions, management fees and advertising),
fixed expenses (such as insurance, real estate taxes and, if applicable, ground
lease payments) and replacement reserves and an allowance for vacancies and
credit losses. In calculating Underwritten Net Cash Flow, certain non-operating
items such as depreciation, amortization, partnership distributions, financing
fees and capital expenditures other than applicable reserves, are not included
as expenses.
"Underwriters": Chase Securities Inc. and First Union Capital
Markets Corp.
"Uninsured Cause": Any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 3.07.
"Unscheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of:
(a) all Principal Prepayments received on the Mortgage Loans
during the related Due Period; and
(b) the principal portions of all Liquidation Proceeds, Insurance
and Condemnation Proceeds and, if applicable, REO Revenues received with
respect to the Mortgage Loans and any REO Loans during the related Due
Period, but in each case only to the extent that such principal portion
represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.
"Upper-Tier Distribution Account": The segregated account or
accounts created and maintained by the Paying Agent pursuant to Section 3.04(b)
in trust for the Certificateholders, which shall be entitled "State Street Bank
and Trust Company, as Paying Agent, in trust for the registered Holders of Chase
Manhattan Bank-First Union National Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 1999-1, Upper-Tier Distribution
Account". Any such account or accounts shall be an Eligible Account.
"Upper-Tier REMIC": One of the two separate REMICs comprising the
Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Distribution Account.
"U.S. Person": A citizen or resident of the United States, a
corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the
United States, any State or the District of Columbia, including any entity
treated as a corporation or partnership for federal income tax purposes, an
estate whose income is subject to United States federal income tax regardless of
its source or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury Regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various
Classes of Certificateholders as follows: (i) 4% in the case of the Class X
Certificates, and (ii) in the case of any other Class of Regular Certificates a
percentage equal to the product of 96% and a fraction, the numerator of which is
equal to the aggregate Certificate Balance of such Class, in each case,
determined as of the Distribution Date immediately preceding such time, and the
denominator of which is equal to the aggregate Certificate Balance of the
Regular Certificates, each determined as of the Distribution Date immediately
preceding such time. Neither the Class R Certificates nor the Class LR
Certificates will be entitled to any Voting Rights. For purposes of determining
Voting Rights, the Certificate Balance of any Class shall be deemed to be
reduced by the amount allocated to such Class of any Appraisal Reductions
related to Mortgage Loans as to which Liquidation Proceeds or other final
payment has not yet been received. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates.
"Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the weighted average of the applicable Net Mortgage Rates of
the Mortgage Loans as of the first day of the related Due Period, weighted on
the basis of their respective Stated Principal Balances as of the first day of
such Due Period (after giving effect to any payments received during any
applicable grace period).
"Withheld Amounts": As defined in Section 3.25(a).
"Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Mortgage Loan.
"Workout Fee Rate": A fee of 1.0% of each collection of interest
(other than Excess Interest and Default Interest) and principal (other than any
amount for which a Liquidation Fee would be paid), including (i) Periodic
Payments, (ii) Balloon Payments and (iii) payments (other than those included in
clause (i) or (ii) of this definition) at maturity, received on each Corrected
Mortgage Loan for so long as it remains a Corrected Mortgage Loan.
"Yield Maintenance Charge": With respect to any Mortgage Loan or REO
Loan, the yield maintenance charge set forth in the related Mortgage Loan
documents provided, however, in the event the particular Mortgage Note shall not
specify the U.S. Treasuries which shall be used in determining the discount rate
or the reinvestment yield to be applied in such calculation, the U.S. Treasury
issue with a maturity date closest to the maturity date for such prepaid
Mortgage Loan or REO Loan shall be used in such calculation. In the event there
are two or more such U.S. Treasury issues (a) with the same coupon, the issue
with the lowest yield shall apply, and (b) with maturity dates equally close to
the maturity date for the prepaid Mortgage Loan or REO Loan, the issue with the
earliest maturity date shall apply.
"Yield Rate": With respect to any prepaid Mortgage Loan or REO Loan
for purposes of allocating any Yield Maintenance Charge received thereon or with
respect thereto among the respective Classes of Certificates (other than the
Class X Certificates), an amount equal to the yield rate stated in the Mortgage
Loan documents related to such Mortgage Loan or REO Loan used in calculating the
related Prepayment Premium or Yield Maintenance Charge; provided, that if a
yield rate is not stated thereon, the "Yield Rate" will be an amount equal to
the yield (when compounded monthly) on the U.S. Treasury issue with a maturity
date closest to the maturity date for such prepaid Mortgage Loan or REO Loan. In
the event there are two or more such U.S. Treasury issues (a) with the same
coupon, the issue with the lowest yield shall apply, and (b) with maturity dates
equally close to the maturity date for the prepaid Mortgage Loan or REO Loan,
the issue with the earliest maturity date shall apply.
Section 1.02 Certain Calculations.
Unless otherwise specified herein, for purposes of determining
amounts with respect to the Certificates and the rights and obligations of the
parties hereto, the following provisions shall apply:
(i) All calculations of interest (other than as provided in the
Mortgage Loan documents) provided for herein shall be made on the basis of
a 360-day year consisting of twelve 30-day months.
(ii) Any Mortgage Loan payment is deemed to be received on the
date such payment is actually received by the Servicer, the Special
Servicer or the Trustee; provided, however, that for purposes of
calculating distributions on the Certificates, Principal Prepayments with
respect to any Mortgage Loan are deemed to be received on the date they
are applied in accordance with the Servicing Standards consistent with the
terms of the related Mortgage Note and Mortgage to reduce the outstanding
principal balance of such Mortgage Loan on which interest accrues.
(iii) Any reference to the Certificate Balance of any Class of
Certificates on or as of a Distribution Date shall refer to the
Certificate Balance of such Class of Certificates on such Distribution
Date after giving effect to (a) any distributions made on such
Distribution Date pursuant to Section 4.01(a), (b) any Collateral Support
Deficit allocated to such Class on such Distribution Date pursuant to
Section 4.04 and (c) the addition of any Certificate Deferred Interest
allocated to such Class and added to such Certificate Balance pursuant to
Section 4.06(b).
(iv) For purposes of calculations required herein, Excess
Interest shall not be added to the outstanding principal balance of the
Mortgage Loans notwithstanding that the related Loan Documents may provide
otherwise.
[End of Article I]
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer and convey to the Trustee, without
recourse, for the benefit of the Certificateholders and the Trustee (as holder
of the Uncertificated Lower-Tier Interests) all the right, title and interest of
the Depositor, including any security interest therein for the benefit of the
Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage
Loan Schedule, (ii) Sections 2, 3, 9, 11, 13 and 16 of each of the Mortgage Loan
Purchase Agreements and (iii) all other assets included or to be included in the
Trust Fund. Such assignment includes all interest and principal received or
receivable on or with respect to the Mortgage Loans (other than payments of
principal and interest due and payable on the Mortgage Loans on or before the
Cut-off Date and, in the case of the Semi-Annual Loans, excluding interest
accrued thereon before the Cut-off Date). The transfer of the Mortgage Loans and
the related rights and property accomplished hereby is absolute and,
notwithstanding Section 11.07, is intended by the parties to constitute a sale.
In connection with the assignment to the Trustee of Sections 2, 3, 9, 11, 13 and
16 of each of the Mortgage Loan Purchase Agreements, it is intended that the
Trustee get the benefit of Sections 8, 10 and 12 thereof in connection with any
exercise of rights under such assigned Sections, and the Depositor shall use its
best efforts to make available to the Trustee the benefits of Sections 8, 10 and
12 in connection therewith.
(b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the
applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or
cause to be delivered to and deposited with, the Trustee or a Custodian
appointed thereby, on or before the Closing Date, the Mortgage File for each
Mortgage Loan so assigned, with copies to the Servicer. If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, the original Mortgage Note, such Mortgage Loan Seller shall
deliver a copy or duplicate original of such Mortgage Note, together with an
affidavit certifying that the original thereof has been lost or destroyed. If
the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as
to any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iv), (vi), (viii), (xi) and (xii) of the definition of "Mortgage
File," with evidence of recording thereon, solely because of a delay caused by
the public recording office where such document or instrument has been delivered
for recordation, the delivery requirements of the applicable Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied on a provisional basis as of the Closing Date as to such non-delivered
document or instrument, and such non-delivered document or instrument shall be
deemed to have been included in the Mortgage File, provided that a photocopy of
such non-delivered document or instrument (certified by the applicable Mortgage
Loan Seller to be a true and complete copy of the original thereof submitted for
recording) is delivered to the Trustee or a Custodian appointed thereby on or
before the Closing Date, and either the original of such non-delivered document
or instrument, or a photocopy thereof (certified by the appropriate county
recorder's office, in the case of the documents and/or instruments referred to
in clause (ii) of the definition of "Mortgage File," to be a true and complete
copy of the original thereof submitted for recording), with evidence of
recording thereon, is delivered to the Trustee or such Custodian within 120 days
of the Closing Date (or within such longer period after the Closing Date as the
Trustee may consent to, which consent shall not be unreasonably withheld so long
as the applicable Mortgage Loan Seller is, as certified in writing to the
Trustee no less often than every 90 days, in good faith attempting to obtain
from the appropriate county recorder's office such original or photocopy). If
the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as
to any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iv), (vi), (viii), (xi) and (xii) of the definition of "Mortgage
File," with evidence of recording thereon, for any other reason, including,
without limitation, that such non-delivered document or instrument has been
lost, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to
such non-delivered document or instrument, and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File, provided
that a photocopy of such non-delivered document or instrument (with evidence of
recording thereon and certified in the case of the documents and/or instruments
referred to in clause (ii) of the definition of "Mortgage File" by the
appropriate county recorder's office to be a true and complete copy of the
original thereof submitted for recording) is delivered to the Trustee or a
Custodian appointed thereby on or before the Closing Date. Neither the Trustee
nor any Custodian shall in any way be liable for any failure by such Mortgage
Loan Seller or the Depositor to comply with the delivery requirements of the
related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the
Closing Date as to any Mortgage Loan, the applicable Mortgage Loan Seller cannot
deliver in complete and recordable form any one of the assignments in favor of
the Trustee referred to in clauses (iii), (v), (vii) or (xi) of the definition
of "Mortgage File" solely because of the unavailability of recording information
as to any existing document or instrument, such Mortgage Loan Seller may
provisionally satisfy the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b) by delivering with respect to such
Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan
substantially in the form of Exhibit I; provided that all required original
assignments with respect to such Mortgage Loan, in fully complete and recordable
form, are delivered to the Trustee or its Custodian within 120 days of the
Closing Date (or within such longer period as the Trustee in its discretion may
permit).
(c) Except under the circumstances provided for in the last sentence
of this subsection (c), the applicable Mortgage Loan Seller, or the Trustee, at
the related Mortgage Loan Seller's expense, shall as to each Mortgage Loan,
promptly (and in any event within 75 days of the later of the Closing Date and
the Trustee's actual receipt of a the related documents) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office
for real property records or UCC Financing Statements, as appropriate, each
assignment to the Trustee referred to in clauses (iii), (v) and (vii) of the
definition of "Mortgage File" and each UCC-3 to the Trustee referred to in
clause (xi) of the definition of "Mortgage File." Each such assignment shall
reflect that it should be returned by the public recording office to the Trustee
or its designee following recording, and each such UCC-3 shall reflect that the
file copy thereof should be returned to the Trustee or its designee following
filing. If any such document or instrument is determined to be incomplete or not
to meet the filing requirements of the jurisdiction in which it is recorded or
filed, or is lost or returned unrecorded or unfiled, as the case may be, because
of a defect therein, the Trustee shall prepare or cause to be prepared at the
expense of the related Mortgage Loan Seller a substitute therefor or cure such
defect, as the case may be, and thereafter the Trustee shall upon receipt
thereof cause the same to be duly recorded or filed, as appropriate.
Notwithstanding the foregoing, there shall be no requirement to record any
assignment to the Trustee referred to in clause (iii), (v) or (vii) of the
definition of "Mortgage File," or to file any UCC-3 to the Trustee referred to
in clause (xi) of the definition of "Mortgage File," in those jurisdictions
where, in the written opinion of local counsel (which opinion shall not be an
expense of the Trust Fund) acceptable to the Depositor and the Trustee, such
recordation and/or filing is not required to protect the Trustee's interest in
the related Mortgage Loans against sale, further assignment, satisfaction or
discharge by the related Mortgage Loan Seller, the Servicer, the Special
Servicer, any Sub-Servicer or the Depositor.
(d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Mortgage Loans (including
financial statements, operating statements and any other information provided by
the respective Mortgagor from time to time) that are not required to be a part
of a Mortgage File in accordance with the definition thereof together with
copies of all documents in each Mortgage File, shall be delivered to the
Servicer on or before the Closing Date and shall be held by the Servicer on
behalf of the Trustee in trust for the benefit of the Certificateholders ( and
as holder of the Uncertificated Lower-Tier Interests).
(e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee and the Servicer, on or before
the Closing Date, a fully executed original counterpart of each of the Mortgage
Loan Purchase Agreements, as in full force and effect, without amendment or
modification, on the Closing Date.
(f) The Depositor shall use its best efforts to require that,
promptly after the Closing Date, but in all events within three Business Days
after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds
on deposit in escrow accounts maintained with respect to the Mortgage Loans in
the name of the applicable Mortgage Loan Seller or any other name to be
transferred to the Servicer (or a Sub-Servicer) for deposit into Servicing
Accounts.
Section 2.02 Acceptance by Trustee.
(a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it or a Custodian on its behalf, subject to the
provisions of Section 2.01 and the further review provided for in this Section
2.02 and to any exceptions noted on the Trustee Exception Report, of the
applicable documents specified in the definition of "Mortgage File" with respect
to each Mortgage Loan, of a fully executed original counterpart of each of the
Mortgage Loan Purchase Agreements and of all other assets included in the Trust
Fund, in good faith and without notice of any adverse claim, and declares that
it or a Custodian on its behalf holds and will hold such documents and the other
documents delivered or caused to be delivered by the Mortgage Loan Sellers
constituting the Mortgage Files, and that it holds and will hold such other
assets included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders.
(b) Within 60 days of the Closing Date, the Trustee or a Custodian
on its behalf shall review each of the Mortgage Loan documents delivered or
caused to be delivered by the Mortgage Loan Sellers constituting the Mortgage
Files; and, promptly following such review (but in no event later than 90 days
after the Closing Date), the Trustee shall certify in writing to each of the
Rating Agencies, Depositor, the Servicer, the Special Servicer, the Directing
Certificateholder (provided it shall have identified itself, and furnished to
the Trustee a notice address for the delivery of such certificate) and the
applicable Mortgage Loan Seller that, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in any exception report annexed thereto as
not being covered by such certification), (i) all documents specified in clauses
(i), (ii), (iii), (ix) and (xi), and to the extent required in the related
Mortgage File, clauses (iv), (v), (viii), (x), (xiv) (xv), and (xvi) of the
definition of "Mortgage File", as applicable, are in its possession, (ii) all
documents delivered or caused to be delivered by the Mortgage Loan Sellers
constituting the Mortgage Files have been reviewed by it or by a Custodian on
its behalf and appear regular on their face and relate to such Mortgage Loan,
and (iii) based on such examination and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (i), (ii), (iii), (iv), (vi), (viii)(a) and (viii)(c) in
the definition of "Mortgage Loan Schedule" is correct.
(c) The Trustee or a Custodian on its behalf shall review each of
the Mortgage Loan documents received thereby subsequent to the Closing Date;
and, on or about the first anniversary of the Closing Date, the Trustee shall
certify in writing to each of the Depositor, the Servicer, the Special Servicer
and the applicable Mortgage Loan Seller that, as to each Mortgage Loan listed on
the Mortgage Loan Schedule (other than any Mortgage Loan as to which a
Liquidation Event has occurred or any Mortgage Loan specifically identified in
any exception report annexed thereto as not being covered by such
certification), (i) all documents specified in the definition of "Mortgage
File", as applicable, are in its possession, (ii) all Mortgage Loan documents
received by it or any Custodian have been reviewed by it or by such Custodian on
its behalf and appear regular on their face and relate to such Mortgage Loan and
(iii) based on the examinations referred to in subsection (b) above and this
subsection (c) and only as to the foregoing documents, the information set forth
in the Mortgage Loan Schedule with respect to the items specified in clauses
(i), (ii), (iii), (iv), (vi), (viii)(a) and (viii)(c) of the definition of
"Mortgage Loan Schedule" is correct.
(d) It is herein acknowledged that neither the Trustee nor any
Custodian is under any duty or obligation (i) to determine whether any of the
documents specified in clauses (iv) - (viii), (x) and (xiv) of the definition of
"Mortgage File" exist or are required to be delivered by the Depositor, the
Mortgage Loan Sellers or any other Person or (ii) to inspect, review or examine
any of the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are genuine,
enforceable or appropriate for the represented purpose or that they are other
than what they purport to be on their face.
(e) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee or any Custodian finds any document or documents
constituting a part of a Mortgage File not to have been properly executed or,
subject to Section 2.01(b), not to have been delivered, to contain information
that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule or to be defective on its face (each, a
"Defect" in the related Mortgage File), the Trustee shall promptly so notify the
Depositor, the Servicer, the Special Servicer and the applicable Mortgage Loan
Seller (and in no event later than 90 days after the Closing Date and every 90
days thereafter until August 1, 2001, and annually thereafter), by providing a
written report (the "Trustee Exception Report") setting forth for each affected
Mortgage Loan, with particularity, the nature of such Defect.
Section 2.03 Representations, Warranties and Covenants of
the Depositor; Mortgage Loan Sellers' Repurchase or Substitution of Mortgage
Loans for Defects in Mortgage Files and Breaches of Representations and
Warranties.
(a) The Depositor hereby represents and warrants that:
(i) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York, and
the Depositor has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement by it, and has the
power and authority to execute, deliver and perform this Agreement and all
the transactions contemplated hereby, including, but not limited to, the
power and authority to sell, assign and transfer the Mortgage Loans in
accordance with this Agreement;
(ii) Assuming the due authorization, execution and delivery of
this Agreement by each other party hereto, this Agreement and all of the
obligations of the Depositor hereunder are the legal, valid and binding
obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(iii) The execution and delivery of this Agreement and the
performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the
Depositor is subject, or conflict with, result in a breach of or
constitute a default under any of the terms, conditions or provisions of
the certificate of incorporation or the by-laws of the Depositor or any
indenture, agreement or instrument to which the Depositor is a party or by
which it is bound, or any order or decree applicable to the Depositor, or
result in the creation or imposition of any lien on any of the Depositor's
assets or property, which would materially and adversely affect the
ability of the Depositor to carry out the transactions contemplated by
this Agreement; the Depositor has obtained any consent, approval,
authorization or order of any court or governmental agency or body
required for the execution, delivery and performance by the Depositor of
this Agreement;
(iv) There is no action, suit or proceeding pending or, to the
Depositor's knowledge, threatened against the Depositor in any court or by
or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of the Mortgage Loans or the
ability of the Depositor to carry out the transactions contemplated by
this Agreement; and
(v) The Depositor is the lawful owner of the Mortgage Loans
with the full right to transfer the Mortgage Loans to the Trust and the
Mortgage Loans have been validly transferred to the Trust.
(b) If any Certificateholder, the Servicer, the Special Servicer or
the Trustee discovers or receives notice of a Defect in any Mortgage File or a
breach of any representation or warranty set forth in, or required to be made
with respect to a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
to, the related Mortgage Loan Purchase Agreement (a "Breach"), which Defect or
Breach, as the case may be, materially and adversely affects the value of any
Mortgage Loan or the interests of the Certificateholders therein, such
Certificateholder, the Servicer, the Special Servicer or the Trustee, as
applicable, shall give prompt written notice of such Defect or Breach, as the
case may be, to the Depositor, the Servicer, the Special Servicer, the Mortgage
Loan Sellers and the Directing Certificateholder and shall request that the
applicable Mortgage Loan Seller, not later than the earlier of 90 days from the
applicable Mortgage Loan Seller's receipt of such notice or the applicable
party's discovery of such Breach, (i) cure such Defect or Breach, as the case
may be, in all material respects, (ii) repurchase the affected Mortgage Loan at
the applicable Purchase Price or in conformity with the applicable Mortgage Loan
Purchase Agreement or (iii) substitute a Qualified Substitute Mortgage Loan for
such affected Mortgage Loan (provided that in no event shall any such
substitution occur later than the second anniversary of the Closing Date) and
pay the Servicer for deposit into the Certificate Account, any Substitution
Shortfall Amount in connection therewith; provided, however, that if such Breach
and Defect is capable of being cured but not within such 90-day period, and the
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of
such Breach or Defect within such 90-day period, the Mortgage Loan Seller shall
have an additional 90 days to complete such cure (or, failing such cure, to
repurchase the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan) and provided, further, that with respect to such additional
90-day period the Mortgage Loan Seller shall have delivered an Officer's
Certificate to the Rating Agencies and the Trustee setting forth the reason such
Breach or Defect is not capable of being cured within the initial 90-day period
and what actions the Mortgage Loan Seller is pursuing in connection with the
cure thereof and stating that the Mortgage Loan Seller anticipates that such
Breach or Defect will be cured within the additional 90-day period. Any Defect
or Breach which causes any Mortgage Loan not to be a "qualified mortgage"
(within the meaning of Section 860G(a)(3) of the Code, without regard to the
rule of Treasury Regulations Section 1.860G-2(f)(2) which causes a defective
Mortgage Loan to be treated as a qualified mortgage) shall be deemed to
materially and adversely affect the interest of Certificateholders therein, and
such Mortgage Loan shall be repurchased without regard to the extended cure
period described in the preceding sentence. If the affected Mortgage Loan is to
be repurchased, the Trustee shall designate the Certificate Account as the
account into which funds in the amount of the Purchase Price are to be deposited
by wire transfer.
(c) In connection with any repurchase of a Mortgage Loan
contemplated by this Section 2.03, the Trustee, the Servicer and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery
to each of the Trustee, the Servicer and the Special Servicer of a trust receipt
executed by the applicable Mortgage Loan Seller, all portions of the Mortgage
File and other documents pertaining to such Mortgage Loan possessed by it, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed or assigned, as the case may be, to
the applicable Mortgage Loan Seller in the same manner as provided in Section 3
of the related Mortgage Loan Purchase Agreement. With respect to any insured
Balloon Mortgage Loan which is repurchased pursuant to this Section 2.03, the
Trustee, the Servicer or the Special Servicer, as applicable, is hereby
authorized and directed at the expense of the Trust Fund to comply in all
respects with the requirements of such Residual Value Insurance Policy with
respect to a transfer of such Residual Value Insurance Policy to the applicable
Mortgage Loan Seller, including, but not limited to, executing a Residual Value
Insurance Policy transfer certificate in favor of the applicable Mortgage Loan
Seller.
(d) Section 3 of each of the Mortgage Loan Purchase Agreements
provides the sole remedy available to the Certificateholders, or the Trustee on
behalf of the Certificateholders, respecting any Defect in a Mortgage File or
any Breach of any representation or warranty set forth in or required to be made
pursuant to Section 2 of each of the Mortgage Loan Purchase Agreements.
(e) The Trustee and the Special Servicer (in the case of Specially
Serviced Mortgage Loans) shall, for the benefit of the Certificateholders and
the Trustee (as holder of the Uncertificated Lower-Tier Interests), enforce the
obligations of the applicable Mortgage Loan Seller under Section 3 of the
applicable Mortgage Loan Purchase Agreement. Such enforcement, including,
without limitation, the legal prosecution of claims, shall be carried out in
such form, to such extent and at such time as the Trustee or the Special
Servicer, as the case may be, would require were it, in its individual capacity,
the owner of the affected Mortgage Loan(s). The Trustee and the Special
Servicer, as the case may be, shall be reimbursed for the reasonable costs of
such enforcement: first, from a specific recovery of costs, expenses or
attorneys' fees against the applicable Mortgage Loan Seller; second, pursuant to
Section 3.05(a)(vii) out of the related Purchase Price, to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of
such enforcement action it is determined that the amounts described in clauses
first and second are insufficient, then pursuant to Section 3.05(a)(viii) out of
general collections on the Mortgage Loans on deposit in the Certificate Account.
Section 2.04 Execution of Certificates; Issuance of
Uncertificated Lower-Tier Interests.
The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Sections 2.01 and 2.02, the delivery to it or a Custodian
on its behalf of the Mortgage Files and a fully executed original counterpart of
each of the Mortgage Loan Purchase Agreements, together with the assignment to
it of all other assets included in the Trust Fund. Concurrently with such
assignment and delivery and in exchange therefor, the Trustee acknowledges the
issuance of the Uncertificated Lower-Tier Interests to the Depositor and the
authentication and delivery of the Class LR Certificates to or upon the order of
the Depositor, in exchange for the Mortgage Loans (other than Excess Interest),
receipt of which is hereby acknowledged, and immediately thereafter, the Trustee
acknowledges that it has executed and caused the Authenticating Agent to
authenticate and to deliver to or upon the order of the Depositor, in exchange
for the Uncertificated Lower-Tier Interests, the Regular Certificates and the
Class R Certificates, and the Depositor hereby acknowledges the receipt by it or
its designees, of such Certificates in authorized Denominations evidencing the
entire beneficial ownership of the Upper-Tier REMIC.
[End of Article II]
<PAGE>
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Servicer to Act as Servicer; Special Servicer to Act as
Special Servicer; Administration of the Mortgage Loans.
(a) Each of the Servicer and the Special Servicer shall diligently
service and administer the Mortgage Loans it is obligated to service pursuant to
this Agreement on behalf of the Trustee and in the best interests of and for the
benefit of the Certificateholders and the Trustee (as holder of the
Uncertificated Lower-Tier Interests) (as determined by the Servicer or the
Special Servicer, as the case may be, in its good faith and reasonable judgment)
in accordance with applicable law, the terms of this Agreement and the terms of
the respective Mortgage Loans, to the extent consistent with the foregoing, in
accordance with the higher of the following standards of care: (1) in the same
manner in which, and with the same care, skill, prudence and diligence with
which the Servicer or Special Servicer, as the case may be, services and
administers similar mortgage loans for other third-party portfolios, giving due
consideration to the customary and usual standards of practice of prudent
institutional, multifamily and commercial mortgage lenders servicing their own
mortgage loans and (2) the same care, skill, prudence and diligence with which
the Servicer or the Special Servicer, as the case may be, services and
administers similar mortgage loans owned by the Servicer or the Special
Servicer, as the case may be, in either case exercising reasonable business
judgment and acting in accordance with applicable law, the terms of this
Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Loans,
as applicable, and with a view to the maximization of timely recovery of
principal and interest on a net present value basis on the Mortgage Loans or
Specially Serviced Mortgage Loans, as applicable, and the best interests of the
Trust and the Certificateholders, as determined by the Servicer or the Special
Servicer, as the case may be, in its reasonable judgment, but without regard to:
(i) any relationship that the Servicer, the Special Servicer or any Affiliate of
the Servicer or the Special Servicer may have with any Mortgagor, any Mortgage
Loan Seller, or any other parties to this Agreement; (ii) the ownership of any
Certificate by the Servicer, the Special Servicer or any Affiliate of the
Servicer or Special Servicer, as applicable; (iii) the Servicer's obligation to
make Advances; (iv) the Servicer's or Special Servicer's, as the case may be,
right to receive compensation for its services hereunder or with respect to any
particular transaction and (v) any obligation of the Servicer (in its capacity
as Mortgage Loan Seller) to cure a breach of a representation or warranty or
repurchase a mortgage loan (the foregoing, collectively referred to as the
"Servicing Standards"). Without limiting the foregoing, subject to Section 3.21,
the Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans as to which a Servicing Transfer Event has occurred and is
continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO
Properties; provided, that the Servicer shall continue to receive payments and
make all calculations, and prepare, or cause to be prepared, all reports to the
Certificateholders, required hereunder with respect to the Specially Serviced
Mortgage Loans, except for the reports specified herein as prepared by the
Special Servicer, as if no Servicing Transfer Event had occurred and with
respect to the REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred, and to render such incidental services with respect to
such Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for herein; provided, further, however, that the Servicer shall not be
liable for failure to comply with such duties insofar as such failure results
from a failure of the Special Servicer to provide sufficient information to the
Servicer to comply with such duties or failure by the Special Servicer to
otherwise comply with its obligations hereunder. Each Mortgage Loan that becomes
a Specially Serviced Mortgage Loan shall continue as such until satisfaction of
the conditions specified in Section 3.21(a). Without limiting the foregoing,
subject to Section 3.21, the Servicer shall be obligated to service and
administer all Mortgage Loans which are not Specially Serviced Mortgage Loans;
provided, that the Special Servicer shall make the inspections, use its
reasonable best efforts to collect the statements and shall prepare the reports
in respect of the related Mortgaged Properties with respect to Specially
Serviced Mortgage Loans in accordance with Section 3.12.
(b) Subject only to the Servicing Standards and the terms of this
Agreement and of the respective Mortgage Loans and applicable law, the Servicer
and the Special Servicer each shall have full power and authority, acting alone,
to do or cause to be done any and all things in connection with such servicing
and administration which it may deem necessary or desirable. Without limiting
the generality of the foregoing, each of the Servicer and the Special Servicer,
in its own name, is hereby authorized and empowered by the Trustee and obligated
to execute and deliver, on behalf of the Certificateholders and the Trustee or
any of them, with respect to each Mortgage Loan it is obligated to service under
this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the
related Mortgage or other security document in the related Mortgage File on the
related Mortgaged Property and related collateral; (ii) subject to Section 3.20,
any and all modifications, waivers, amendments or consents to or with respect to
any documents contained in the related Mortgage File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments. Subject to Section 3.10, the
Trustee shall furnish, or cause to be furnished, to the Servicer or the Special
Servicer any powers of attorney and other documents necessary or appropriate to
enable the Servicer or the Special Servicer, as the case may be, to carry out
its servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any negligence with respect to, or misuse
of, any such power of attorney by the Servicer or the Special Servicer.
(c) The relationship of each of the Servicer and the Special
Servicer to the Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.
Section 3.02 Collection of Mortgage Loan Payments.
(a) Each of the Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans it is obligated to service hereunder, and shall
follow such collection procedures as are consistent with this Agreement
(including, without limitation, the Servicing Standards), provided, that with
respect to the Mortgage Loans that have Anticipated Prepayment Dates, so long as
the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Servicer and Special Servicer (including the
Special Servicer and in its capacity as a Certificateholder), shall not take any
enforcement action with respect to the failure of the related Mortgagor to make
any payment of Excess Interest or principal in excess of the principal component
of the scheduled Periodic Payment, other than requests for collection, until the
maturity date of the related Mortgage Loan; provided, that the Servicer or
Special Servicer, as the case may be, may take action to enforce the Trust
Fund's right to apply excess cash flow to principal in accordance with the terms
of the Loan Documents. Consistent with the foregoing, the Servicer or the
Special Servicer each may in its discretion waive any Penalty Charge in
connection with any delinquent payment on a Mortgage Loan it is obligated to
service hereunder.
(b) All amounts collected on any Mortgage Loan in the form of
payments from Mortgagors, Insurance and Condemnation Proceeds, Liquidation
Proceeds or payments received under any Residual Value Insurance Policies or
lease enhancement policies with respect to any Mortgage Loan shall be applied to
amounts due and owing under the related Mortgage Note and Mortgage (including,
without limitation, for principal and accrued and unpaid interest) in accordance
with the express provisions of the related Mortgage Note and Mortgage and, in
the absence of such express provisions, shall be applied (after reimbursement to
the Servicer and/or the Trustee for any related Servicing Advances and interest
thereon as provided herein): first, as a recovery of accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Rate in effect from time to time
to but not including the Due Date in the Due Period of receipt; second, as a
recovery of principal of such Mortgage Loan then due and owing third, in
accordance with the Servicing Standards, as a recovery of any other amounts due
and owing on such Mortgage Loan, including, without limitation, Prepayment
Premiums, Yield Maintenance Charges, Penalty Charges and Excess Interest and
fourth, as a recovery of principal of such Mortgage Loan to the extent of its
entire unpaid principal balance. To the extent that such amounts are paid by a
party other than a Mortgagor, such amounts shall be deemed to have been paid in
respect of a purchase of all or part of the Mortgaged Property (in the case of
Insurance and Condemnation Proceeds or Liquidation Proceeds), a loan to the
Mortgagor (in the case of a Residual Value Insurance Policy) or a payment of
rent under a credit lease (in the case of a lease enhancement policy) and then
paid by the Mortgagor under the Mortgage Loan in accordance with the preceding
sentence. Amounts collected on any REO Loan shall be deemed to be applied in
accordance with the definition thereof.
(c) To the extent consistent with the terms of the Mortgage Loans
and applicable law, the Servicer shall apply all Insurance and Condemnation
Proceeds it receives on a day other than the Due Date (or with respect to any
Semi-Annual Loan, on a day other than the first day of the month) to amounts due
and owing under the related Mortgage Loan as if such Insurance and Condemnation
Proceeds were received on the Due Date immediately succeeding the month in which
such Insurance and Condemnation Proceeds were received, or with respect to a
Semi-Annual Loan, the first day of the calendar month immediately succeeding the
month in which such Insurance and Condemnation Proceeds were received.
(d) In the event that the Servicer or Special Servicer receives, or
receives notice from the related Borrower that the Servicer or Special Servicer
will be receiving, Excess Interest in any Collection Period, the Servicer or
Special Servicer, as applicable, will promptly notify the Paying Agent. Subject
to the provisions of Section 3.02(a) hereof, neither the Servicer nor the
Special Servicer shall be responsible for any such Excess Interest not collected
after notice from the related Borrower.
Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts.
(a) The Servicer shall establish and maintain one or more accounts
(the "Servicing Accounts"), into which all Escrow Payments shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with
the Mortgage Loan documents. Amounts on deposit in Servicing Accounts may only
be invested in accordance with the terms of the related Mortgage Loan documents
or in Permitted Investments. Servicing Accounts shall be Eligible Accounts.
Withdrawals of amounts so deposited from a Servicing Account may be made only
to: (i) effect payment of items for which Escrow Payments were collected and
comparable items; (ii) reimburse the Servicer or the Trustee for any Servicing
Advances; (iii) refund to Mortgagors any sums as may be determined to be
overages; (iv) pay interest to Mortgagors on balances in the Servicing Account,
if required by applicable law or the terms of the related Mortgage Loan and as
described below or, if not so required, to the Servicer; (v) withdraw amounts
deposited in error or (vi) clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01. As part of its
servicing duties, the Servicer shall pay or cause to be paid to the Mortgagors
interest on funds in Servicing Accounts, to the extent required by law or the
terms of the related Mortgage Loan.
(b) The Special Servicer, in the case of REO Loans, and the
Servicer, in the case of all other Mortgage Loans, shall maintain accurate
records with respect to each related Mortgaged Property reflecting the status of
real estate taxes, assessments and other similar items that are or may become a
lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof. The Special Servicer, in the case of REO Loans, and the
Servicer, in the case of all other Mortgage Loans, shall use reasonable efforts
consistent with the Servicing Standard to obtain, from time to time, all bills
for the payment of such items (including renewal premiums) and shall effect
payment thereof from the REO Account or by the Servicer as Servicing Advances
prior to the applicable penalty or termination date and, in any event, prior to
the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items, employing for such
purpose Escrow Payments (which shall be so applied by the Servicer at the
written direction of the Special Servicer in the case of REO Loans) as allowed
under the terms of the related Mortgage Loan. The Servicer or, with respect to
any Mortgage Loan that is a Specially Serviced Mortgage Loan, the Special
Servicer shall service and administer any reserve accounts (including
monitoring, maintaining or changing the amounts of required escrows) in
accordance with the terms of such Mortgage Loan and the Servicing Standards. To
the extent that a Mortgage Loan does not require a Mortgagor to escrow for the
payment of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items, the Special Servicer, in the case of REO Loans,
and the Servicer, in the case of all other Mortgage Loans, shall use reasonable
efforts consistent with the Servicing Standard to enforce the requirement of the
related Mortgage that the Mortgagor make payments in respect of such items at
the time they first become due and, in any event, prior to the institution of
foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.
(c) In accordance with the Servicing Standards and for all Mortgage
Loans, the Servicer shall advance with respect to each related Mortgaged
Property (including any REO Property) all such funds as are necessary for the
purpose of effecting the payment of (i) real estate taxes, assessments and other
similar items that are or may become a lien thereon, (ii) ground rents (if
applicable) and (iii) premiums on Insurance Policies, in each instance if and to
the extent Escrow Payments collected from the related Mortgagor are insufficient
to pay such item when due and the related Mortgagor has failed to pay such item
on a timely basis, and provided, however, that the particular advance would not,
if made, constitute a Nonrecoverable Servicing Advance and provided, further,
however, that with respect to the payment of taxes and assessments, the Servicer
shall not be required to make such advance until the earlier of five Business
Days after the Servicer or the Trustee, as applicable, has received confirmation
that such item has not been paid or the date prior to the date after which any
penalty or interest would accrue in respect of such taxes or assessments. The
Special Servicer shall give the Servicer and the Trustee not less than five
Business Days' written (facsimile) notice before the date on which the Servicer
is requested to make any Servicing Advance with respect to a given Mortgage Loan
or REO Property; provided, however, that only two Business Days' written
(facsimile) notice shall be required in respect of Servicing Advances required
to be made on an urgent or emergency basis (which may include, without
limitation, Servicing Advances required to make tax or insurance payments). In
addition, the Special Servicer shall provide the Servicer and the Trustee with
such information in its possession as the Servicer or the Trustee, as
applicable, may reasonably request to enable the Servicer or the Trustee, as
applicable, to determine whether a requested Servicing Advance would constitute
a Nonrecoverable Advance. All such Advances shall be reimbursable in the first
instance from related collections from the Mortgagors and further as provided in
Section 3.05. No costs incurred by the Servicer or the Special Servicer in
effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The failure by the Servicer to make any required Servicing Advance as and when
due shall constitute an Event of Default under Section 7.01(a)(iii) and, to the
extent the Trustee has actual knowledge that such Servicing Advance is
necessary, the Trustee shall make such Servicing Advance pursuant to Section
7.05.
(d) In connection with its recovery of any Servicing Advance out of
the Certificate Account pursuant to Section 3.05(a), each of the Servicer and
the Trustee, as the case may be, shall be entitled to receive, out of any
amounts then on deposit in the Certificate Account, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance from the date made to, but not including, the date of
reimbursement. The Servicer shall reimburse itself or the Trustee, as the case
may be, for any outstanding Servicing Advance as soon as practically possible
after funds available for such purpose are deposited in the Certificate Account.
(e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Mortgage Loan, the
Servicer shall request from the Mortgagor written confirmation thereof within a
reasonable time after the later of the Closing Date and the date as of which
such plan is required to be established or completed. To the extent any repairs,
capital improvements, actions or remediations are required to have been taken or
completed pursuant to the terms of the Mortgage Loan, the Servicer shall request
from the Mortgagor written confirmation of such actions and remediations within
a reasonable time after the later of the Closing Date and the date as of which
such action or remediations are required to be or to have been taken or
completed. To the extent a Mortgagor shall fail to promptly respond to any
inquiry described in this Section 3.03(e), the Servicer shall determine whether
the related Mortgagor has failed to perform its obligations under the related
Mortgage Loan and report any such failure to the Special Servicer within a
reasonable time after the later of September 1, 2000 and the date as of which
such actions or remediations are required to be or to have been taken or
completed.
Section 3.04 The Certificate Account, the Lower-Tier and Upper-Tier
Distribution Accounts, and the Excess Interest Distribution Account.
(a) The Servicer shall establish and maintain, or cause to be
established and maintained, a Certificate Account in which the Servicer shall
deposit or cause to be deposited on a daily basis (and in no event later than
the Business Day following receipt of available funds), except as otherwise
specifically provided herein, the following payments and collections received or
made by or on behalf of it subsequent to the Cut-off Date (other than in respect
of principal and interest on the Mortgage Loans due and payable on or before the
Cut-off Date (or in the case of Semi-Annual Loans, interest accrued prior to the
Cut-off Date), which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its designee and other than any amounts received from
Mortgagors which are received in connection with the purchase of defeasance
collateral), or payments (other than Principal Prepayments) received by it on or
prior to the Cut-off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal, including
Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans
(net of the Servicing Fees), including Excess Interest, Penalty Charges,
Prepayment Premiums and Yield Maintenance Charges;
(iii) all Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of any Mortgage Loan or REO Property (other
than Liquidation Proceeds that are received in connection with the
purchase by the Servicer, the Special Servicer, the Holders of the
Controlling Class, or the Holders of the Class LR Certificates of all the
Mortgage Loans and any REO Properties in the Trust Fund and that are to be
deposited in the Lower-Tier Distribution Account pursuant to Section
9.01);
(iv) any amounts required to be transferred from the REO
Account pursuant to Section 3.16(c);
(v) any amounts required to be deposited by the Servicer
pursuant to Section 3.06 in connection with losses incurred with respect
to Permitted Investments of funds held in the Certificate Account; and
(vi) any amounts required to be deposited by the Servicer or
the Special Servicer pursuant to Section 3.07(b) in connection with losses
resulting from a deductible clause in a blanket hazard or master single
interest policy.
The foregoing requirements for deposit in the Certificate Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, actual payments from Mortgagors in the nature of
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees or amounts collected for Mortgagor checks
returned for insufficient funds need not be deposited by the Servicer in the
Certificate Account. If the Servicer shall deposit in the Certificate Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Assumption, extension and modification fees actually received
from Mortgagors on Mortgage Loans or Specially Serviced Mortgage Loans shall be
promptly delivered to the Special Servicer as additional servicing compensation,
but only to the extent the payment of such fees are in accordance with the
second paragraph of Section 3.11(b) and any other terms hereof.
Upon receipt of any of the foregoing amounts in clauses (i)-(iii)
above with respect to any Specially Serviced Mortgage Loans, the Special
Servicer shall remit within 1 Business Day such amounts to the Servicer for
deposit into the Certificate Account in accordance with the second preceding
paragraph. Any such amounts received by the Special Servicer with respect to an
REO Property shall be deposited by the Special Servicer into the REO Account and
remitted to the Servicer for deposit into the Certificate Account pursuant to
Section 3.16(c). With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse without recourse or
warranty such check to the order of the Servicer and shall promptly deliver any
such check to the Servicer by overnight courier.
Funds in the Certificate Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. The Servicer
shall give notice to the Trustee, the Special Servicer and the Depositor of the
location of the Certificate Account as of the Closing Date and of the new
location of the Certificate Account prior to any change thereof.
(b) The Paying Agent, on behalf of the Trustee for the benefit of
the Certificateholders and the Trustee (as holder of the Uncertificated
Lower-Tier Interests), shall establish and maintain the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account and the Interest Reserve Account in trust for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests). The Trustee hereby authorizes the Paying Agent to make deposits in
and withdrawals from the Distribution Accounts in accordance with the terms of
this Agreement. The Servicer shall deliver to the Paying Agent each month on or
before the P&I Advance Date therein, for deposit in the Lower-Tier Distribution
Account, that portion of the Available Distribution Amount (calculated without
regard to clause (a)(iv), (a)(v), (a)(vi) and (c) and (d) of the definition
thereof) for the related Distribution Date then on deposit in the Certificate
Account.
The Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the Excess Interest Distribution Account and the Interest Reserve
Account shall be maintained as segregated accounts separate from other accounts.
In addition to the amounts required to be deposited in the
Lower-Tier Distribution Account pursuant to the second preceding paragraph, the
Servicer shall, as and when required hereunder, deliver to the Trustee for
deposit in the Lower-Tier Distribution Account:
(i) any amounts required to be deposited by the Servicer
pursuant to Section 3.19 in connection with Prepayment Interest
Shortfalls;
(ii) any P&I Advances required to be made by the Servicer in
accordance with Section 4.03;
(iii) any Liquidation Proceeds paid by the Servicer, the
Special Servicer, the Holders of the Controlling Class or the Holders of
the Class LR Certificates in connection with the purchase of all of the
Mortgage Loans and any REO Properties in the Trust Fund pursuant to
Section 9.01 (exclusive of that portion thereof required to be deposited
in the Certificate Account pursuant to Section 9.01);
(iv) any Yield Maintenance Charges or Prepayment Premiums; and
(v) any other amounts required to be so delivered for deposit
in the Lower-Tier Distribution Account pursuant to any provision of this
Agreement.
The Paying Agent shall, upon receipt, deposit in the Lower-Tier
Distribution Account any and all amounts received by the Paying Agent that are
required by the terms of this Agreement to be deposited therein. In the event
the Trustee receives any amounts required to be remitted to the Paying Agent or
the Lower-Tier Distribution Account pursuant to the terms hereof, the Trustee
shall remit such amounts as soon as possible, but in no event later than one
Business Day following receipt. The Trustee shall remit to the Paying Agent for
deposit in the Lower-Tier Distribution Account any P&I Advances required to be
made by it in accordance with Section 7.05.
Promptly on each Distribution Date, the Paying Agent shall withdraw
from the Lower-Tier Distribution Account and deposit in the Upper-Tier
Distribution Account an aggregate amount of immediately available funds equal to
the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and
Yield Maintenance Charges for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(b) and
4.01(d), respectively.
Funds on deposit in the Interest Reserve Account and/or the
Certificate Account may only be invested in Permitted Investments in accordance
with the provisions of Section 3.06. As of the Closing Date, the Certificate
Account shall be located at the offices of the Servicer. The Servicer shall give
notice to the Trustee, the Paying Agent, the Special Servicer and the Depositor
of the location of the Certificate Account and of any new location of the
Certificate Account prior to any change thereof. As of the Closing Date, the
Excess Interest Distribution Account, the Interest Reserve Account, the
Upper-Tier Distribution Account and the Lower-Tier Distribution Account shall be
located at the offices of the Paying Agent. The Paying Agent shall give notice
to the Trustee, the Servicer and the Depositor of the location of the Upper-Tier
Distribution Account and the Lower-Tier Distribution Account and of the new
location of the Distribution Accounts prior to any change thereof.
(c) Prior to any Collection Period during which Excess Interest is
received, and upon notification from the Servicer or Special Servicer pursuant
to Section 3.02(d), the Paying Agent, on behalf of the Trustee shall establish
and maintain the Excess Interest Distribution Account in the name of the Paying
Agent in trust for the benefit of the Certificateholders and the Trustee (as
holder of the Uncertificated Lower-Tier Interests). The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account.
Prior to the applicable Distribution Date, the Servicer shall remit to the
Paying Agent for deposit in the Excess Interest Distribution Account an amount
equal to the Excess Interest received during the applicable Collection Period.
Following the distribution of Excess Interest to Certificateholders
on the first Distribution Date after which there are no longer any Mortgage
Loans outstanding which pursuant to their terms could pay Excess Interest, the
Paying Agent shall terminate the Excess Interest Distribution Account.
Section 3.05 Permitted Withdrawals From the Certificate
Account and the Distribution Accounts.
(a) The Servicer may, from time to time, make withdrawals from the
Certificate Account for any of the following purposes:
(i) to remit to the Paying Agent for deposit in the Lower-Tier
Distribution Account and the Excess Interest Distribution Account the
amounts required to be remitted pursuant to the first paragraph of Section
3.04(b) and Section 3.04(c) or that may be applied to make P&I Advances
pursuant to Section 4.03(a);
(ii) to pay (A) itself unpaid Servicing Fees and the Special
Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
in respect of each Mortgage Loan, Specially Serviced Mortgage Loan and REO
Loan, as applicable, the Servicer's or Special Servicer's, as applicable,
rights to payment of Servicing Fees and Special Servicing Fees pursuant to
this clause (ii)(A) with respect to any Mortgage Loan, Specially Serviced
Mortgage Loan or REO Loan, as applicable, being limited to amounts
received on or in respect of such Mortgage Loan (whether in the form of
payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or
such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds
or Insurance and Condemnation Proceeds), that are allocable as recovery of
interest thereon and (B) to pay the Special Servicer any unpaid Special
Servicing Fees in respect of each Specially Serviced Loan or REO Loan, as
applicable, remaining unpaid out of general collections on the Mortgage
Loans and REO Properties;
(iii) to reimburse itself or the Trustee, as applicable (in
reverse of such order with respect to any Mortgage Loan), for unreimbursed
P&I Advances, the Servicer's or the Trustee's right to reimburse itself
pursuant to this clause (iii) being limited to amounts received which
represent Late Collections (or with respect to any Semi-Annual Loans being
limited to amounts received from the immediately succeeding Periodic
Payment or any Late Collections with respect thereto) of interest (net of
the related Servicing Fees) on and principal of the particular Mortgage
Loans and REO Loans with respect to which such P&I Advances were made;
(iv) to reimburse itself or the Trustee, as applicable (in
reverse of such order with respect to any Mortgage Loan), for unreimbursed
Servicing Advances, the Servicer's or the Trustee's respective rights to
receive payment pursuant to this clause (iv) with respect to any Mortgage
Loan or REO Property being limited to, as applicable, related payments,
Liquidation Proceeds, Insurance and Condemnation Proceeds and REO
Revenues;
(v) to reimburse itself or the Trustee, as applicable (in
reverse of such order with respect to any Mortgage Loan), for
Nonrecoverable Advances out of general collections on the Mortgage Loans
and REO Properties or to pay itself, with respect to any Mortgage Loan or
REO Property any related earned Servicing Fee that remained unpaid in
accordance with clause (ii) above following a Final Recovery Determination
made with respect to such Mortgage Loan or REO Property and the deposit
into the Certificate Account of all amounts received in connection
therewith;
(vi) at such time as it reimburses itself or the Trustee, as
applicable (in reverse of such order with respect to any Mortgage Loan),
for (a) any unreimbursed P&I Advance pursuant to clause (iii) above, to
pay itself or the Trustee, as applicable, any interest accrued and payable
thereon in accordance with Sections 4.03(d) and 3.11(c), (b) any
unreimbursed Servicing Advances pursuant to clause (iv) above, to pay
itself or the Trustee, as the case may be, any interest accrued and
payable thereon in accordance with Sections 3.03(d) and 3.11(c) or (c) any
Nonrecoverable Advances pursuant to clause (v) above, to pay itself or the
Trustee, as the case may be, any interest accrued and payable thereon;
(vii) to reimburse itself, the Special Servicer, the Depositor
or the Trustee, as the case may be, for any unreimbursed expenses
reasonably incurred by such Person in respect of any Breach or Defect
giving rise to a repurchase obligation of the applicable Mortgage Loan
Seller under Section 3 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement
of the repurchase obligation, each such Person's right to reimbursement
pursuant to this clause (vii) with respect to any Mortgage Loan being
limited to that portion of the Purchase Price paid for such Mortgage Loan
that represents such expense in accordance with clause (iv) of the
definition of Purchase Price;
(viii) in accordance with Section 2.03(d), to reimburse itself
or the Trustee, as the case may be, out of general collections on the
Mortgage Loans and REO Properties for any unreimbursed expense reasonably
incurred by such Person in connection with the enforcement of the
applicable Mortgage Loan Seller's obligations under Section 3 of the
applicable Mortgage Loan Purchase Agreement, but only to the extent that
such expenses are not reimbursable pursuant to clause (vii) above or
otherwise;
(ix) to pay for costs and expenses incurred by the Trust Fund
pursuant to Section 3.09(c) out of general collections on the Mortgage
Loans and REO Properties;
(x) to pay itself, as additional servicing compensation in
accordance with Section 3.11(a), (a) interest and investment income earned
in respect of amounts relating to the Trust Fund held in the Certificate
Account as provided in Section 3.06(b) (but only to the extent of the Net
Investment Earnings with respect to the Certificate Account for any period
from any Distribution Date to the immediately succeeding P&I Advance Date)
(b) Penalty Charges on Mortgage Loans (other than Specially Serviced
Mortgage Loans), but only to the extent collected from the related
Mortgagor and to the extent that all amounts then due and payable with
respect to the related Mortgage Loan have been paid and are not needed to
pay interest on Advances in accordance with Section 3.11(c); and (c) to
pay the Special Servicer, as additional servicing compensation in
accordance with the second paragraph of Section 3.11(b), Penalty Charges
on Specially Serviced Mortgage Loans (but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and
payable with respect to the related Specially Serviced Mortgage Loan have
been paid and are not needed to pay interest on Advances in accordance
with Section 3.11(c)) and (c) Prepayment Interest Excesses;
(xi) to recoup any amounts deposited in the Certificate Account
in error;
(xii) to pay itself, the Special Servicer, the Depositor or any
of their respective directors, officers, members, managers, employees and
agents, as the case may be, any amounts payable to any such Person
pursuant to Sections 6.03(a) or 6.03(b);
(xiii) to pay for (a) the cost of the Opinions of Counsel
contemplated by Sections 3.09(b), 3.16(a), 3.17(b), 3.20(a) and 10.01(f)
to the extent payable out of the Trust Fund, (b) the cost of any Opinion
of Counsel contemplated by Sections 11.01(a) or 11.01(c) in connection
with an amendment to this Agreement requested by the Trustee or the
Servicer, which amendment is in furtherance of the rights and interests of
Certificateholders and (c) the cost of obtaining the REO Extension
contemplated by Section 3.16(a);
(xiv) to pay out of general collections on the Mortgage Loans
and REO Properties any and all federal, state and local taxes imposed on
the Upper-Tier REMIC, the Lower-Tier REMIC or either of their assets or
transactions, together with all incidental costs and expenses, to the
extent that none of the Servicer, the Special Servicer or the Trustee is
liable therefor pursuant to Section 10.01(g);
(xv) to reimburse the Paying Agent out of general collections
on the Mortgage Loans and REO Properties for expenses incurred by and
reimbursable to it by the Trust Fund pursuant to Section 10.01(c);
(xvi) to pay itself, the Special Servicer, or the Mortgage Loan
Sellers, as the case may be, with respect to each Mortgage Loan, if any,
previously purchased by such Person pursuant to this Agreement, all
amounts received thereon subsequent to the date of purchase relating to
periods after the date of purchase;
(xvii) to remit to the Paying Agent for deposit in the Interest
Reserve Account the amounts required to be deposited in the Interest
Reserve Account pursuant to Section 3.25; and
(xviii)to clear and terminate the Certificate Account at the
termination of this Agreement pursuant to Section 9.01.
The Servicer shall keep and maintain separate accounting records, on
a loan-by-loan and property-by-property basis when appropriate, for the purpose
of justifying any withdrawal from the Certificate Account.
(b) The Paying Agent, on behalf of the Trustee, may, from time to
time, make withdrawals from the Lower-Tier Distribution Account for any of the
following purposes:
(i) to make deposits of the Lower-Tier Distribution Amount
pursuant to Section 4.01(b) and the amount of any Prepayment Premium and
Yield Maintenance Charges distributable pursuant to Section 4.01(d) in the
Upper-Tier Distribution Account and to make distributions on the Class LR
Certificates pursuant to section 4.01(b);
(ii) [Intentionally Omitted];
(iii) to pay the Trustee accrued but unpaid Trustee Fees;
(iv) to pay to the Trustee or any of its directors, officers,
employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05(b); and
(v) to clear and terminate the Lower-Tier Distribution Account
at the termination of this Agreement pursuant to Section 9.01.
(c) The Paying Agent, on behalf of the Trustee, may make withdrawals
from the Upper-Tier Distribution Account for any of the following purposes:
(i) to make distributions to Certificateholders (other than
Holders of the Class LR Certificates) on each Distribution Date pursuant
to Section 4.01 or 9.01, as applicable;
(ii) [Intentionally Omitted]
(iii) to clear and terminate the Upper-Tier Distribution
Account at the termination of this Agreement pursuant to Section 9.01.
(d) Notwithstanding anything herein to the contrary, with respect to
any Mortgage Loan, (i) if amounts on deposit in the Certificate Account and the
Lower-Tier Distribution Account are not sufficient to pay the full amount of the
Servicing Fee listed in Section 3.05(a)(ii) and the Trustee Fee listed in
Section 3.05(b)(iii), then the Trustee Fee shall be paid in full prior to the
payment of any Servicing Fees payable under Section 3.05(a)(ii) and (ii) if
amounts on deposit in the Certificate Account are not sufficient to reimburse
the full amount of Advances listed in Sections 3.05(a)(iii), (iv), (v) and (vi),
then reimbursements shall be paid first to the Trustee and second to the
Servicer.
Section 3.06 Investment of Funds in the Certificate Account, the
Interest Reserve Account and the REO Account.
(a) The Servicer may direct (or direct the Paying Agent to direct in
the case of the Interest Reserve Account) any depository institution maintaining
the Interest Reserve Account or the Certificate Account (each, for purposes of
this Section 3.06, an "Investment Account") and the Special Servicer may direct
any depository institution maintaining the REO Account (also for purpose of this
Section 3.06, an "Investment Account") to invest, or if it is such depository
institution, may itself invest, the funds held therein only in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the next succeeding date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon and
(ii) no later than the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if the depository institution
maintaining such account is the obligor thereon. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in
an Investment Account shall be made in the name of the Trustee (in its capacity
as such). The Servicer (in the case of the Certificate Account) or the Special
Servicer (in the case of the REO Account), on behalf of the Trustee, shall
maintain continuous possession of any Permitted Investment of amounts in the
Certificate Account or REO Account that is either (i) a "certificated security,"
as such term is defined in the UCC or (ii) other property in which a secured
party may perfect its security interest by possession under the UCC or any other
applicable law. Funds on deposit in the Distribution Accounts, if any, shall
remain uninvested. Possession of any such Permitted Investment by the Servicer
or the Special Servicer shall constitute possession by a person designated by
the Trustee for purposes of Section 8-313 of the UCC and possession by the
Trustee, as secured party, for purposes of Section 9-305 of the UCC and any
other applicable law. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the
Servicer (in the case of the Certificate Account), the Special Servicer (in the
case of the REO Account) or the Paying Agent (in the case of the Interest
Reserve Account) shall:
(i) consistent with any notice required to be given thereunder,
demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser
of (a) all amounts then payable thereunder and (b) the amount required to
be withdrawn on such date; and
(ii) demand payment of all amounts due thereunder promptly upon
determination by the Servicer, the Special Servicer or the Trustee, as the
case may be, that such Permitted Investment would not constitute a
Permitted Investment in respect of funds thereafter on deposit in the
Investment Account.
(b) Interest and investment income realized on funds deposited in
each of the Certificate Account, and Interest Reserve Account, to the extent of
the Net Investment Earnings, if any, with respect to such account for each
period from any Distribution Date to the immediately succeeding P&I Advance
Date, shall be for the sole and exclusive benefit of the Servicer and shall be
subject to its withdrawal, or withdrawal at its direction, in accordance with
Section 3.05(a), 3.05(b) or 3.05(c), as the case may be. Interest and investment
income realized on funds deposited in the REO Account, to the extent of the Net
Investment Earnings, if any, with respect to such account for each period from
any Distribution Date to the immediately succeeding P&I Advance Date, shall be
for the sole and exclusive benefit of the Special Servicer and shall be subject
to its withdrawal in accordance with Section 3.16(c). In the event that any loss
shall be incurred in respect of any Permitted Investment on deposit in any of
the Certificate Account, the Interest Reserve Account or the REO Account, the
Servicer (in the case of the Certificate Account and the Interest Reserve
Account) and the Special Servicer (in the case of the REO Account) shall deposit
therein, no later than the P&I Advance Date, without right of reimbursement, the
amount of Net Investment Loss, if any, with respect to such account for the
period from the immediately preceding Distribution Date to such P&I Advance Date
provided, that neither the Servicer nor the Special Servicer shall be required
to deposit any loss on an investment of funds in an Investment Account if such
loss is incurred solely as a result of the insolvency of the federal or state
chartered depository institution or trust company that holds such Investment
Account, so long as such depository institution or trust company satisfied the
qualifications set forth in the definition of Eligible Account at the time such
investment was made.
(c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall, take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.
Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.
(a) The Servicer shall use its reasonable best efforts to cause the
Mortgagor to maintain, to the extent required by the terms of the related
Mortgage Note, or if the Mortgagor does not so maintain, shall itself maintain,
for each Mortgage Loan all Insurance Policy coverage as is required under the
related Mortgage (to the extent that the Trustee has an insurable interest and
such Insurance Policy coverage is available at commercially reasonable rates,
consistent with the Servicing Standards); provided, however, that if any
Mortgage permits the holder thereof to dictate to the Mortgagor the Insurance
Policy coverage to be maintained on such Mortgaged Property, the Servicer shall
impose such insurance requirements as are consistent with the Servicing
Standards. Subject to Section 3.17(a), the Special Servicer shall maintain for
each REO Property no less Insurance Policy coverage than was previously required
of the Mortgagor under the related Mortgage Loan. All such Insurance Policies
shall (i) contain a "standard" mortgagee clause, with loss payable to the
Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Mortgage Loans other than REO Properties), (ii) be in the name of the
Special Servicer (in the case of insurance maintained in respect of REO
Properties) on behalf of the Trustee, (iii) include coverage in an amount not
less than the lesser of (x) the full replacement cost of the improvements
securing Mortgaged Property or the REO Property, as applicable, or (y) the
outstanding principal balance owing on the related Mortgage Loan or REO Loan, as
applicable, and in any event, the amount necessary to avoid the operation of any
co-insurance provisions, (iv) include a replacement cost endorsement providing
no deduction for depreciation (unless such endorsement is not permitted under
the related Mortgage Loan documents), (v) be noncancellable without 30 days
prior written notice to the insured party and (vi) be issued by a Qualified
Insurer authorized under applicable law to issue such Insurance Policies. Any
amounts collected by the Servicer or the Special Servicer under any such
Insurance Policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case in accordance with the Servicing
Standards and the provisions of the related Mortgage Loan) shall be deposited in
the Certificate Account, subject to withdrawal pursuant to Section 3.05(a). Any
costs incurred by the Servicer in maintaining any such Insurance Policies in
respect of Mortgage Loans (other than REO Properties) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by the Servicer as a
Servicing Advance and will be charged to the related Mortgagor and (ii) shall
not, for purposes thereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so permit. Any cost incurred by the Special Servicer in maintaining any such
Insurance Policies with respect to REO Properties shall be an expense of the
Trust payable out of the related REO Account pursuant to Section 3.16(c) or, if
the amount on deposit therein is insufficient therefor, advanced by the Servicer
as a Servicing Advance.
(b) (i) If the Servicer or the Special Servicer shall obtain and
maintain a blanket Insurance Policy with a Qualified Insurer insuring against
fire and hazard losses on all of the Mortgage Loans or REO Properties, as the
case may be, required to be serviced and administered hereunder, then, to the
extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Servicer or the Special Servicer shall
conclusively be deemed to have satisfied its obligation to cause fire and hazard
insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case
the Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard
Insurance Policy complying with the requirements of Section 3.07(a), and there
shall have been one or more losses which would have been covered by such
Insurance Policy, promptly deposit into the Certificate Account from its own
funds the amount of such loss or losses that would have been covered under the
individual policy but are not covered under the blanket Insurance Policy because
of such deductible clause to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan, or in the
absence of such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard. In connection with its activities as
administrator and Servicer of the Mortgage Loans, the Servicer agrees to prepare
and present, on behalf of itself, the Trustee and Certificateholders, claims
under any such blanket Insurance Policy in a timely fashion in accordance with
the terms of such policy. The Special Servicer, to the extent consistent with
the Servicing Standards, may maintain, earthquake insurance on REO Properties,
provided coverage is available at commercially reasonable rates, the cost of
which shall be a Servicing Advance.
(ii) If the Servicer or the Special Servicer shall cause any
Mortgaged Property or REO Property to be covered by a master single interest or
force-placed insurance policy with a Qualified Insurer naming the Servicer or
the Special Servicer on behalf of the Trustee as the loss payee, then to the
extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Servicer or the Special Servicer shall
conclusively be deemed to have satisfied its obligation to cause such insurance
to be maintained on the related Mortgage Properties and REO Properties. In the
event the Servicer or the Special Servicer shall cause any Mortgaged Property or
REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such
Mortgaged Property or REO Property (i.e., other than any minimum or standby
premium payable for such policy whether or not any Mortgaged Property or REO
Property is covered thereby) shall be paid by the Servicer as a Servicing
Advance. Such master single interest or force-placed policy may contain a
deductible clause, in which case the Servicer or the Special Servicer shall, in
the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy otherwise complying with the provisions of
Section 3.07(a), and there shall have been one or more losses which would have
been covered by such policy had it been maintained, deposit into the Certificate
Account from its own funds the amount not otherwise payable under the master
single or force-placed interest policy because of such deductible clause, to the
extent that any such deductible exceeds the deductible limitation that pertained
to the related Mortgage Loan, or, in the absence of any such deductible
limitation, the deductible limitation which is consistent with the Servicing
Standard.
(c) Each of the Servicer and the Special Servicer shall obtain and
maintain at its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an errors and omissions
Insurance Policy with a Qualified Insurer covering the Servicer's and the
Special Servicer's, as applicable, officers and employees and other persons
acting on behalf of the Servicer and the Special Servicer in connection with its
activities under this Agreement. Notwithstanding the foregoing, so long as the
long term debt or the deposit obligations or claims-paying ability of the
Servicer (or its immediate or remote parent; provided that the Servicer has
received written confirmation from each Rating Agency that such self insurance
by an immediate or remote parent will not cause the downgrade, qualification or
withdrawal of the then current ratings of the Certificates) is rated at least
"A" by S&P and Fitch, the Servicer shall be allowed to provide self-insurance
with respect to a fidelity bond and an Errors and Omissions Insurance Policy.
The amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Servicer or
the Special Servicer if the Servicer or the Special Servicer, as applicable,
were servicing and administering the Mortgage Loans or Specially Serviced
Mortgage Loans, as applicable, for FNMA or FHLMC. Coverage of the Servicer or
the Special Servicer under a policy or bond obtained by an Affiliate of the
Servicer or the Special Servicer and providing the coverage required by this
Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The
Special Servicer and the Servicer will promptly report in writing to the Trustee
any material changes that may occur in their respective fidelity bonds, if any,
and/or their respective errors and omissions Insurance Policies, as the case may
be, and will furnish to the Trustee copies of all binders and policies or
certificates evidencing that such bonds, if any, and insurance policies are in
full force and effect. The Servicer and the Special Servicer shall each cause
the Trustee to be an additional loss payee on any policy currently in place or
procured pursuant to the requirements of this Section 3.07(c).
(d) During all such times as any Mortgaged Property shall be in a
federally designated special flood hazard area (and such flood insurance has
been made available), the Servicer will use its reasonable best efforts to cause
the related Mortgagor (in accordance with applicable law and the terms of the
Mortgage Loan documents) to maintain, and, if the related Mortgagor shall
default in its obligation to so maintain, shall itself maintain to the extent
available at commercially reasonable rates (as determined by the Servicer in
accordance with the Servicing Standards), flood insurance in respect thereof,
but only to the extent the related Mortgage Loan permits the mortgagee to
require such coverage and the maintenance of such coverage is consistent with
the Servicing Standards. Such flood insurance shall be in an amount equal to the
lesser of (i) the unpaid principal balance of the related Mortgage Loan, and
(ii) the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended. If the cost of any insurance described above
is not borne by the Mortgagor, the Servicer shall promptly make a Servicing
Advance for such costs.
(e) During all such times as any REO Property shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standards),
a flood insurance policy meeting the requirements of the current guidelines of
the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended. The cost of any such flood insurance with
respect to an REO Property shall be an expense of the Trust payable out of the
related REO Account pursuant to Section 3.16(c) or, if the amount on deposit
therein is insufficient therefor, paid by the Servicer as a Servicing Advance.
Section 3.08 Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
(a) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-sale" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the sale or other transfer
of an interest in the related Mortgaged Property; or
(ii) provides that such Mortgage Loan may not be assumed
without the consent of the mortgagee in connection with any such sale or
other transfer,
then, for so long as such Mortgage Loan is included in the Trust Fund, the
Servicer with respect to non-Specially Serviced Mortgage Loans and the Special
Servicer with respect to Specially Serviced Mortgage Loans, on behalf of the
Trustee as the mortgagee of record, shall exercise (or waive its right to
exercise) any right it may have with respect to such Mortgage Loan (x) to
accelerate the payments thereon or (y) to withhold its consent to any such sale
or other transfer, in a manner consistent with the Servicing Standards.
(b) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-encumbrance" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the creation of any
additional lien or other encumbrance on the related Mortgaged Property; or
(ii) requires the consent of the mortgagee to the creation of
any such additional lien or other encumbrance on the related Mortgaged
Property,
then, for so long as such Mortgage Loan is included in the Trust Fund, the
Servicer with respect to non-Specially Serviced Mortgage Loans and the Special
Servicer with respect to Specially Serviced Mortgage Loans, on behalf of the
Trustee as the mortgagee of record, shall exercise (or waive its right to
exercise) any right it may have with respect to such Mortgage Loan (x) to
accelerate the payments thereon or (y) to withhold its consent to the creation
of any such additional lien or other encumbrance, in a manner consistent with
the Servicing Standards.
(c) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.
(d) Except as otherwise permitted by Sections 3.20 and 3.08(f),
neither the Servicer nor the Special Servicer shall agree to modify, waive or
amend any term of any Mortgage Loan in connection with the taking of, or the
failure to take, any action pursuant to this Section 3.08, other than the
identity of the Mortgagor pursuant to an assumption agreement.
(e) Notwithstanding the foregoing, the Servicer, with respect to
non-Specially Serviced Mortgage Loans and the Special Servicer with respect to
Specially Serviced Mortgage Loans, shall not waive any rights under a
"due-on-encumbrance" clause with respect to any Mortgage Loan. Notwithstanding
the foregoing, the Servicer, with respect to non-Specially Serviced Mortgage
Loans and the Special Servicer with respect to Specially Serviced Mortgage
Loans, shall not waive any rights under a "due-on-sale" clause with respect to
any of the Mortgage Loans set forth on Schedule 5 hereto which represent over 5%
of the Initial Pool Balance or have an outstanding Principal Balance in excess
of $35,000,000 unless it obtains from each Rating Agency a written confirmation
that such waiver would not cause a downgrading, qualification or withdrawal of
the rating then assigned to any of the Certificates; provided, however, that so
long as all Holders of each Class of Certificates the ratings of which would
otherwise be downgraded, qualified or withdrawn consent to such waiver, such
Rating Agency confirmation will not be required. The Servicer or the Special
Servicer, as applicable, shall provide copies of any such waivers to each Rating
Agency with respect to each Mortgage Loan.
(f) Notwithstanding any other provisions of this Section 3.08, the
Servicer may grant, without any Rating Agency confirmation as provided in clause
(e) above or Special Servicer approval, a Mortgagor's request for consent to
subject the related Mortgaged Property to an easement or right-of-way for
utilities, access, parking, public improvements or another purpose, and may
consent to subordination of the related Mortgage Loan to such easement or
right-of-way provided the Servicer shall have determined in accordance with the
Servicing Standards that such easement or right-of-way shall not materially
interfere with the then-current use of the related Mortgaged Property, or the
security intended to be provided by such Mortgage, the related Mortgagor's
ability to repay the Mortgage Loan, or materially or adversely affect the value
of such Mortgaged Property.
Section 3.09 Realization Upon Defaulted Mortgage Loans.
(a) The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, exercise reasonable efforts, consistent with the
Servicing Standards, to foreclose upon or otherwise comparably convert (which
may include an REO Acquisition) the ownership of property securing such Mortgage
Loans, as come into and continue in default as to which no satisfactory
arrangements can be made for collection of delinquent payments, and which are
not released from the Trust Fund pursuant to any other provision hereof. The
foregoing is subject to the provision that, in any case in which a Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Servicer shall
not be required to make a Servicing Advance and expend funds toward the
restoration of such property unless the Special Servicer has determined in its
reasonable discretion that such restoration will increase the net proceeds of
liquidation of such Mortgaged Property to Certificateholders after reimbursement
to the Servicer for such Servicing Advance, and the Servicer has determined that
such Servicing Advance together with accrued and unpaid interest thereon will be
recoverable by the Servicer out of the proceeds of liquidation of such Mortgaged
Property, as contemplated in Section 3.05(a)(iv). The Special Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings (such costs and expenses to be advanced by the Servicer to the
Special Servicer), provided that, in each case, such cost or expense would not,
if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in
this Section 3.09 shall be construed so as to require the Servicer or the
Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Servicer or the Special
Servicer in its reasonable and good faith judgment taking into account the
factors described in Section 3.18(d) and the results of any Appraisal obtained
pursuant to the following sentence, all such bids to be made in a manner
consistent with the Servicing Standards. If and when the Special Servicer or the
Servicer deems it necessary and prudent for purposes of establishing the fair
market value of any Mortgaged Property securing a Defaulted Mortgage Loan,
whether for purposes of bidding at foreclosure or otherwise, the Special
Servicer or the Servicer, as the case may be, is authorized to have an Appraisal
performed with respect to such property by an Independent MAI-designated
appraiser the cost of which shall be paid by the Servicer as a Servicing
Advance.
(b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:
(i) such personal property is incident to real property (within
the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or
(ii) the Special Servicer shall have obtained an Opinion of
Counsel (the cost of which shall be paid by the Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the
Trust Fund will not cause the imposition of a tax on the Lower-Tier REMIC
or the Upper-Tier REMIC under the REMIC Provisions or cause the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at any time
that any Uncertificated Lower-Tier Interest or Certificate is outstanding.
(c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Special Servicer nor the Servicer shall, on behalf of the Trustee,
obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of
any such action, the Trustee, on behalf of the Certificateholders, would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law, unless (as evidenced by an Officer's Certificate to such
effect delivered to the Trustee) the Special Servicer has previously determined
in accordance with the Servicing Standards, based on an Environmental Assessment
of such Mortgaged Property performed by an Independent Person who regularly
conducts Environmental Assessments and performed within six months prior to any
such acquisition of title or other action, that:
(i) the Mortgaged Property is in compliance with applicable
environmental laws and regulations or, if not, that taking such actions as
are necessary to bring the Mortgaged Property in compliance therewith is
reasonably likely to produce a greater recovery on a net present value
basis than not taking such actions; and
(ii) there are no circumstances or conditions present at the
Mortgaged Property relating to the use, management or disposal of
Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any
applicable environmental laws and regulations or, if such circumstances or
conditions are present for which any such action could be required, that
taking such actions with respect to such Mortgaged Property is reasonably
likely to produce a greater recovery on a net present value basis than not
taking such actions.
The cost of any such Environmental Assessment shall be paid by the
Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the
preceding sentence may be withdrawn from the Certificate Account at the
direction of the Special Servicer as an expense of the Trust Fund pursuant to
Section 3.05(a)(ix); and if any such Environmental Assessment so warrants, the
Special Servicer shall, at the expense of the Trust Fund, perform such
additional environmental testing as it deems necessary and prudent to determine
whether the conditions described in clauses (i) and (ii) of the preceding
sentence have been satisfied.
(d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan and (ii) there has been no
breach of any of the representations and warranties set forth in or required to
be made pursuant to Section 2 of each of the Mortgage Loan Purchase Agreements
for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Mortgage Loan pursuant to Section 3 of the applicable Mortgage
Loan Purchase Agreement, then the Special Servicer shall take such action as it
deems to be in the best economic interest of the Trust Fund (other than
proceeding to acquire title to the Mortgaged Property) and is hereby authorized
at such time as it deems appropriate to release such Mortgaged Property from the
lien of the related Mortgage, provided that, if such Mortgage Loan has a then
outstanding principal balance of greater than $1,000,000, then prior to the
release of the related Mortgaged Property from the lien of the related Mortgage,
(i) the Special Servicer shall have notified the Rating Agencies, the Trustee
and the Servicer in writing of its intention to so release such Mortgaged
Property and the bases for such intention, (ii) the Trustee shall have notified
the Certificateholders in writing of the Special Servicer's intention to so
release such Mortgaged Property, (iii) the Holders of Certificates entitled to a
majority of the Voting Rights shall have consented to such release within 30
days of the Trustee's distributing such notice (failure to respond by the end of
such 30-day period being deemed consent) and (iv) the Special Servicer shall
have received written confirmation from each Rating Agency that such release
will not cause the downgrade, withdrawal or qualification of any of the
then-current ratings of any Class of Certificates.
(e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Paying Agent and the Servicer monthly
regarding any actions taken by the Special Servicer with respect to any
Mortgaged Property securing a defaulted Mortgage Loan as to which the
environmental testing contemplated in subsection (c) above has revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of both such conditions, repurchase of the related Mortgage Loan by
the applicable Mortgage Loan Seller or release of the lien of the related
Mortgage on such Mortgaged Property. The Servicer shall forward, or cause to be
forwarded all such reports to the Paying Agent. The Paying Agent shall forward
all such reports to each Rating Agency promptly following the receipt thereof
and the Certificateholders upon request.
(f) The Special Servicer, with the reasonable cooperation of the
Servicer, shall report to the Internal Revenue Service and the related
Mortgagor, in the manner required by applicable law, the information required to
be reported regarding any Mortgaged Property which is abandoned or foreclosed
and the Special Servicer shall report, via Form 1099C, all forgiveness of
indebtedness. The Special Servicer shall deliver a copy of any such report to
the Trustee and the Servicer.
(g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standards, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Mortgage Loan permit such an action.
(h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a Defaulted Mortgage Loan or REO Property and the basis thereof. Each
Final Recovery Determination shall be evidenced by an Officer's Certificate
delivered to the Trustee and the Servicer no later than the next succeeding P&I
Advance Determination Date.
Section 3.10 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Servicer or the Special Servicer, as the case may be, of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Servicer or Special Servicer, as the case may be, will immediately notify the
Trustee and request delivery of the related Mortgage File. Any such notice and
request shall be in the form of a Request for Release signed by a Servicing
Officer and shall include a statement to the effect that all amounts received or
to be received in connection with such payment which are required to be
deposited in the Certificate Account pursuant to Section 3.04(a) or remitted to
the Servicer to enable such deposit, have been or will be so deposited. Within
seven Business Days (or within such shorter period as release can reasonably be
accomplished if the Servicer notifies the Trustee of an exigency) of receipt of
such notice and request, the Trustee shall release, or cause any related
Custodian to release, the related Mortgage File to the Servicer or Special
Servicer, as the case may be. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Certificate Account.
(b) From time to time as is appropriate for servicing or foreclosure
of any Mortgage Loan, the Servicer or the Special Servicer shall deliver to the
Trustee a Request for Release signed by a Servicing Officer. Upon receipt of the
foregoing, the Trustee shall deliver or cause the related Custodian to deliver,
the Mortgage File or any document therein to the Servicer or the Special
Servicer (or a designee), as the case may be. Upon return of such Mortgage File
or such document to the Trustee or the related Custodian, or the delivery to the
Trustee of a certificate of a Servicing Officer of the Servicer or the Special
Servicer, as the case may be, stating that such Mortgage Loan was liquidated and
that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Certificate Account pursuant to
Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan
has become an REO Property, a copy of the Request for Release shall be released
by the Trustee to the Servicer or the Special Servicer (or a designee), as the
case may be, with the original being released upon termination of the Trust.
(c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale in respect of
a Mortgaged Property or to any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity. The Special
Servicer shall be responsible for the preparation of all such documents and
pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.11 Servicing Compensation.
(a) As compensation for its activities hereunder, the Servicer shall
be entitled to receive the Servicing Fee with respect to each Mortgage Loan and
REO Loan. As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue
from time to time at the Servicing Fee Rate and shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan and a 360-day year
consisting of 12 30-day months and, in connection with any partial month
interest payment, for the same period respecting which any related interest
payment due on such Mortgage Loan or deemed to be due on such REO Loan is
computed. The Servicing Fee with respect to any Mortgage Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing
Fee shall be payable monthly (or, in the case of any Semi-Annual Loan,
semi-annually), on a loan-by-loan basis, from payments of interest on each
Mortgage Loan and REO Revenues allocable as interest on each REO Loan, and as
otherwise provided by Section 3.05(a). The Servicer shall be entitled to recover
unpaid Servicing Fees in respect of any Mortgage Loan or REO Loan out of that
portion of related payments, Insurance and Condemnation Proceeds, Liquidation
Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries
of interest, to the extent permitted by Section 3.05(a). The right to receive
the Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Servicer's responsibilities and
obligations under this Agreement.
Additional servicing compensation in the form of 100% of all
assumption fees on Mortgage Loans that are not Specially Serviced Mortgage Loans
and all modification fees with respect to the modifications described in Section
3.20(i) paid by the Mortgagor on Mortgage Loans that are not Specially Serviced
Mortgage Loans and only to the extent that all amounts then due and payable with
respect to the related Mortgage Loan (including interest on Advances) have been
paid, and charges for beneficiary statements or demands and amounts collected
for checks returned for insufficient funds, in each case only to the extent
actually paid by the related Mortgagor, shall be retained by the Servicer and
shall not be required to be deposited in the Certificate Account pursuant to
Section 3.04(a). The Servicer shall also be entitled to additional servicing
compensation in the form of: (i) Penalty Charges received on the Mortgage Loans
and accrued during such time as such Mortgage Loan was not a Specially Serviced
Mortgage Loans, but only to the extent actually paid by the related Mortgagor
and to the extent that all amounts then due and payable with respect to the
related Mortgage Loan (including interest on Advances payable in the same Due
Period in which such Penalty Charge is collected) have been paid; (ii) interest
or other income earned on deposits relating to the Trust Fund in the Certificate
Account in accordance with Section 3.06(b) (but only to the extent of the Net
Investment Earnings, if any, with respect to such account for each period from
any Distribution Date to the immediately succeeding P&I Advance Date); (iii)
interest earned on deposits in the Servicing Account which are not required by
applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv)
Prepayment Interest Excesses. The Servicer shall be required to pay out of its
own funds all expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts due
and owing to any of its Sub-Servicers and the premiums for any blanket Insurance
Policy insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not payable directly out of the Certificate Account,
and the Servicer shall not be entitled to reimbursement therefor except as
expressly provided in this Agreement.
(b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate and shall be computed on the
basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan
and a 360-day year consisting of 12 30-day months and, in connection with any
partial month interest payment, for the same period respecting which any related
interest payment due on such Specially Serviced Mortgage Loan or deemed to be
due on such REO Loan is computed. The Special Servicing Fee with respect to any
Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs in respect thereof. The Special Servicing Fee shall be
payable monthly (or, in the case of any Semi-Annual Loan, semi-annually), on a
loan-by-loan basis, to the extent permitted by Section 3.05(a). The right to
receive the Special Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.
Additional servicing compensation in the form of all assumption fees
received on Specially Serviced Mortgage Loans, and all modification fees
received on any Mortgage Loan to the extent not required to be paid to the
Servicer pursuant to Section 3.11(a), but only to the extent actually collected
from the related Mortgagor and only to the extent that all amounts then due and
payable with respect to the related Mortgage Loan (including those payable to
the Servicer pursuant to Section 3.11(a)) have been paid, shall be promptly paid
to the Special Servicer by the Servicer and shall not be required to be
deposited in the Certificate Account pursuant to Section 3.04(a). The Special
Servicer shall also be entitled to additional servicing compensation in the form
of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee
Rate on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan.
The Workout Fee with respect to any Corrected Mortgage Loan will cease to be
payable if such loan again becomes a Specially Serviced Mortgage Loan; provided
that a new Workout Fee will become payable if and when such Mortgage Loan again
becomes a Corrected Mortgage Loan. A Liquidation Fee will be payable with
respect to each Specially Serviced Mortgage Loan as to which the Special
Servicer receives any Liquidation Proceeds subject to the exceptions set forth
in the definition of Liquidation Fee. Notwithstanding anything to the contrary
described above, no Liquidation Fee will be payable based on, or out of,
Liquidation Proceeds received in connection with the repurchase of any Mortgage
Loan by a Mortgage Loan Seller for a breach of representation or warranty or for
defective or deficient Mortgage Loan documentation, the purchase of any
Specially Serviced Mortgage Loan by the Servicer or the Special Servicer or the
purchase of all of the Mortgage Loans and REO Properties in connection with an
optional termination of the Trust Fund pursuant to Section 9.01. If, however,
Liquidation Proceeds are received with respect to any Corrected Mortgage Loan
and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee
will be payable based on and out of the portion of such Liquidation Proceeds
that constitute principal and/or interest on such Mortgage Loan. The Special
Servicer will also be entitled to additional fees in the form of Penalty Charges
on Specially Serviced Mortgage Loans which accrued during such time as such
Mortgage Loan was a Specially Serviced Mortgage Loan (but only to the extent
actually collected from the related Mortgagor and to the extent that all amounts
then due and payable with respect to the related Mortgage Loan (including
interest on Advances payable in the same Due Period in which such Penalty Charge
is collected) have been paid). The Special Servicer shall be required to pay out
of its own funds all expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts,
other than management fees in respect of REO Properties, due and owing to any of
its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by
it insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not payable directly out of the Certificate Account or
the REO Account, and the Special Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.
(c) In determining the compensation of the Servicer or Special
Servicer, as applicable, with respect to Penalty Charges, on any Distribution
Date, the aggregate Penalty Charges collected on any Mortgage Loan during the
related Due Period shall first be applied to reimburse the Servicer or the
Trustee for interest on Advances on such Mortgage Loan due on such Distribution
Date, and any Penalty Charges remaining thereafter shall be distributed pro rata
to the Servicer and the Special Servicer based upon the amount of Penalty
Charges the Servicer or the Special Servicer would otherwise have been entitled
to receive during such period without any such application.
Section 3.12 Inspections; Collection of Financial Statements.
(a) The Servicer shall perform (at its own expense), or shall cause
to be performed (at its own expense), a physical inspection of each Mortgaged
Property securing a Mortgage Note with a Stated Principal Balance of (a)
$2,000,000 or more at least once every 12 months and (b) less than $2,000,000 at
least once every 24 months, in each case commencing in the August 2000;
provided, however, that if the Servicer has a reasonable basis to believe that
(i) the Debt Service Coverage Ratio with respect to any Mortgaged Property has
decreased by 25% or more from the Debt Service Coverage Ratio as of the Cut-off
Date; (ii) the Debt Service Coverage Ratio with respect to any Mortgaged
Property has decreased to 0.90x or less, the Servicer shall inspect the related
Mortgaged Property as soon as practicable thereafter or (iii) with respect to
each Mortgage Loan secured by a credit lease, the rating of the related tenant
or guarantor (A) with a rating equal to "BBB-" or better as of the Cut-off Date
is (x) downgraded by more than one rating category, (y) downgraded from a rating
of "BBB-" or higher to below "BBB-" or (z) withdrawn, or (B) with a rating of
below "BBB-" as of the Cut-off Date is downgraded, withdrawn or qualified, the
Servicer shall inspect the related Mortgaged Property as soon as practicable
thereafter (the cost of which inspection shall be a Servicing Advance);
provided, further, however, that if any scheduled payment becomes more than 60
days delinquent on the related Mortgage Loan, the Special Servicer shall inspect
the related Mortgaged Property as soon as practicable after such Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The cost of such inspection by the
Special Servicer shall be an expense of the Trust Fund. The Special Servicer or
the Servicer, as applicable, shall prepare or cause to be prepared a written
report of each such inspection detailing the condition of the Mortgaged Property
and specifying the existence of (i) any vacancy in the Mortgaged Property that
the preparer of such report deems material, (ii) any sale, transfer or
abandonment of the Mortgaged Property of which it has knowledge, (iii) any
adverse change in the condition of the Mortgaged Property that the preparer of
such report deems material, (iv) any visible waste committed on the Mortgaged
Property and (v) photographs of each inspected Mortgaged Property. The Special
Servicer and the Servicer shall deliver a copy of each such report prepared by
the Special Servicer and the Servicer, respectively, to the other, the Trustee
and the Paying Agent within 5 Business Days after request (or if such request is
received before such report is completed, within 5 Business Days after
completion of such report). The Paying Agent shall deliver a copy of each such
report to each Rating Agency and the Controlling Class Certificateholder upon
request.
(b) The Special Servicer or Servicer, as applicable, shall make
reasonable efforts to collect promptly from each Mortgagor annual operating
statements and rent rolls of the related Mortgaged Property, financial
statements of such Mortgagor and any other reports required to be delivered
under the terms of the Mortgage Loans, if delivery of such items is required
pursuant to the terms of the related Mortgage. The Special Servicer or Servicer,
as applicable, shall promptly: (i) review all such items as may be collected and
(ii) prepare written reports based on such reviews identifying the Debt Service
Coverage Ratios for the related Mortgage Loans. The Special Servicer shall
deliver copies of the collected items, and of the written reports prepared by
the Special Servicer in respect thereof, to the Servicer, via diskette or other
electronic transmission and by written report to follow, in each case within 30
days of its receipt or preparation, as applicable, but in no event less than
annually by June 30th of each year. The Servicer shall deliver copies of the
collected items, and of the written reports prepared in respect thereof or
received from the Special Servicer, to the Paying Agent. The Paying Agent shall
deliver copies of the collected items and of written reports in respect thereof
or received from the Servicer via diskette or other electronic transmission and
by written report to follow, in each case to each of the Trustee, the Rating
Agencies, the Underwriters, the Placement Agents and the Special Servicer within
30 days of its receipt or preparation, as applicable, but in no event less
frequently than annually by June 30th of each year and to each Holder of a Class
G, Class H, Class I, Class J, Class K, Class L and Class M Certificate, upon
request (which such request may state that such items be delivered until further
notice).
(c) If, with respect to any Mortgage Loan (other than a Specially
Serviced Mortgage Loan), the Special Servicer requests additional information
regarding the related Mortgaged Property or Mortgagor based upon the information
received by the Special Servicer pursuant to Sections 3.12(a) and 3.12(b), the
Servicer shall use its reasonable efforts to provide such additional information
to the Special Servicer, including soliciting such additional information from
the related Mortgagor.
Section 3.13 Annual Statement as to Compliance.
Each of the Servicer and the Special Servicer will deliver to the
Trustee, with a copy to the Depositor, on or before March 20th of each year,
beginning March 20, 2000, an Officer's Certificate stating, as to each signer
thereof, that (i) a review of the activities of the Servicer or the Special
Servicer, as the case may be, during the preceding calendar year and of its
performance under this Agreement has been made under such officer's supervision,
(ii) to the best of such officer's knowledge, based on such review, the Servicer
or the Special Servicer, as the case may be, has maintained an effective
internal control system relating to its servicing of the Mortgage Loans serviced
by it and has fulfilled in all material respects its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and (iii) the Servicer or the Special
Servicer, as the case may be, has received no notice regarding qualification, or
challenging the status, of either the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC from the Internal Revenue Service or any other governmental agency or
body or, if it has received any such notice, specifying the details thereof. A
copy of such Officer's Certificate may be obtained by Certificateholders upon
written request to the Trustee pursuant to Section 8.12 hereof.
Section 3.14 Reports by Independent Public Accountants.
Each of the Servicer and the Special Servicer at their own expense
shall cause a nationally recognized firm of independent certified public
accountants to furnish to the Servicer or the Special Servicer, as the case may
be, the Trustee and each Rating Agency, on or before March 20th of each year,
commencing with March 20, 2000, a report stating that (i) it has obtained from
the Servicer or the Special Servicer, as the case may be, a letter of
representation regarding certain matters from the management of the Servicer or
the Special Servicer, as the case may be, which includes an assertion that the
Servicer or the Special Servicer, as the case may be, has maintained an
effective internal control system with respect to the servicing of the Mortgage
Loans and has complied with certain minimum mortgage loan servicing standards
(to the extent applicable to commercial, multifamily and mobile home community
mortgage loans), identified in the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America,
with respect to the Servicer's or the Special Servicer's, as the case may be,
servicing of commercial, multifamily and mobile home community mortgage loans
during the most recently completed calendar year and (ii) on the basis of an
examination conducted by such firm in accordance with standards established by
the American Institute of Certified Public Accountants, such assertion is fairly
stated in all material respects, subject to such exceptions and other
qualifications that, in the opinion of such firm, such standards require it to
report. In rendering its report such firm may rely, as to the matters relating
to the direct servicing of commercial, multifamily and mobile home community
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 1 year of such statement)
with respect to those Sub-Servicers.
Section 3.15 Access to Certain Information.
Each of the Servicer and the Special Servicer shall provide or cause
to be provided to any Certificateholder or Certificate Owner that is, or is
affiliated with, a federally insured financial institution, the Trustee, the
Depositor, each Rating Agency, to the Servicer, or to the Special Servicer, as
applicable, and to the OTS, the FDIC, the Federal Reserve Board and the
supervisory agents and examiners of such boards and such corporations, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, and each Holder of a Class G,
Class H, Class I, Class J, Class K, Class L and Class M Certificate access to
any documentation regarding the Mortgage Loans and the Trust Fund within its
control which may be required by this Agreement or by applicable law. Such
access shall be afforded without charge but only upon reasonable prior written
request and during normal business hours at the offices of the Servicer or the
Special Servicer, as the case may be, designated by it; provided, however, that
Certificateholders and Certificate Owners shall be required to pay a reasonable
and customary fee for access to the aforementioned information, shall pay their
own photocopying costs and execute a reasonable and customary confidentiality
agreement with respect to such information. Nothing in this Section 3.15 shall
detract from the obligation of the Servicer and the Special Servicer to observe
any applicable law prohibiting disclosure of information with respect to the
Mortgagors, and the failure of the Servicer or the Special Servicer to provide
access as provided in this Section 3.15 as a result of such obligation shall not
constitute a breach of this Section 3.15. The Servicer and the Special Servicer
may each deny any of the foregoing persons access to confidential information or
any intellectual property which the Servicer or the Special Servicer is
restricted by license or contract from disclosing. Notwithstanding the
foregoing, the Servicer and the Special Servicer shall maintain separate from
such confidential information and intellectual property, all documentation
regarding the Mortgage Loans that is not confidential.
Section 3.16 Title to REO Property; REO Account.
(a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee on behalf of the
Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall
sell any REO Property prior to the close of the third calendar year following
the year in which the Trust Fund acquires ownership of such REO Property, within
the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of
Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is
granted an extension of time (an "REO Extension") by the Internal Revenue
Service to sell such REO Property or (ii) obtains for the Trustee and the
Servicer an Opinion of Counsel, addressed to the Trustee and the Servicer, to
the effect that the holding by the Trust Fund of such REO Property subsequent to
the close of the third calendar year following the year in which such
acquisition occurred will not result in the imposition of taxes on "prohibited
transactions" of the Trust Fund or the Lower-Tier REMIC or the Upper-Tier REMIC
constituted thereby as defined in Section 860F of the Code or cause either the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at any
time that any Uncertificated Lower-Tier Interests or Certificates are
outstanding. If the Special Servicer is granted the REO Extension contemplated
by clause (i) of the immediately preceding sentence or obtains the Opinion of
Counsel contemplated by clause (ii) of the immediately preceding sentence, the
Special Servicer shall sell such REO Property within such longer period as is
permitted by such REO Extension or such Opinion of Counsel, as the case may be.
Any expense incurred by the Special Servicer in connection with its being
granted the REO Extension contemplated by clause (i) of the second preceding
sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of
the second preceding sentence, shall be an expense of the Trust Fund payable out
of the Certificate Account pursuant to Section 3.05(a).
(b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more REO Accounts, held on
behalf of the Trustee in trust for the benefit of the Certificateholders and the
Trustee (as holder of the Uncertificated Lower-Tier Interests), for the
retention of revenues and other proceeds derived from each REO Property. The REO
Account shall be an Eligible Account. The Special Servicer shall deposit, or
cause to be deposited, in the REO Account, within 1 Business Day after receipt,
all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds
received in respect of an REO Property. Funds in the REO Account may be invested
in Permitted Investments in accordance with Section 3.06. The Special Servicer
shall give notice to the Trustee and the Servicer of the location of the REO
Account when first established and of the new location of the REO Account prior
to any change thereof.
(c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on
deposit in the REO Account relating to such REO Property. On each Determination
Date, the Special Servicer shall withdraw from the REO Account and deposit into
the Certificate Account the aggregate of all amounts received in respect of each
REO Property during the most recently ended Due Period, net of (i) any
withdrawals made out of such amounts pursuant to the preceding sentence and (ii)
Net Investment Earnings on amounts on deposit in the REO Account; provided,
however, that the Special Servicer may retain in such REO Account, in accordance
with the Servicing Standards, such portion of such balance as may be necessary
to maintain a reasonable reserve for repairs, replacements, leasing, management
and tenant improvements and other related expenses for the related REO Property.
In addition, on each Determination Date, the Special Servicer shall provide the
Servicer with a written accounting of amounts deposited in the Certificate
Account on such date.
(d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).
Section 3.17 Management of REO Property.
(a) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property for the
benefit of Certificateholders and the Trustee (as holder of the Uncertificated
Lower-Tier Interests) solely for the purpose of its timely disposition and sale
in a manner that does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by the Trust Fund of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code or result in an
Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer
shall have full power and authority to do any and all things in connection
therewith as are in the best interests of and for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests) (as determined by the Special Servicer in its good faith and
reasonable judgment in accordance with the Servicing Standards). Subject to this
Section 3.17, the Special Servicer may earn "net income from foreclosure
property" within the meaning of Code Section 860G(d) if it determines that
earning such income is in the best interests of Certificateholders on a net
after-tax basis as compared with net leasing such REO Property or operating such
REO Property on a different basis. In connection therewith, the Special Servicer
shall deposit or cause to be deposited on a daily basis (and in no event later
than 1 Business Day following receipt of such funds) in the applicable REO
Account all revenues received by it with respect to each REO Property and the
related REO Loan, and shall withdraw from the REO Account, to the extent of
amounts on deposit therein with respect to such REO Property, funds necessary
for the proper operation, management, leasing and maintenance of such REO
Property, including, without limitation:
(i) all insurance premiums due and payable in respect of
such REO Property;
(ii) all real estate taxes and assessments in respect of such
REO Property that may result in the imposition of a lien thereon;
(iii) any ground rents in respect of such REO Property, if
applicable; and
(iv) all costs and expenses necessary to maintain and lease
such REO Property.
To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i) -
(iv) above with respect to such REO Property, the Servicer shall advance from
its own funds such amount as is necessary for such purposes unless (as evidenced
by an Officer's Certificate delivered to the Trustee, the Paying Agent and the
Depositor) such advances would, if made, constitute Nonrecoverable Servicing
Advances. The Special Servicer shall give the Servicer and the Trustee not less
than five Business Days' notice, together with all information reasonably
requested by the Servicer (upon which the Servicer may conclusively rely) before
the date on which the Servicer is requested to make any Servicing Advance with
respect to an REO Property; provided, however, that only two Business Days'
notice shall be required in respect of Servicing Advances required to be made on
an urgent or emergency basis (which may include, without limitation, Servicing
Advances required to make tax or insurance payments).
(b) Without limiting the generality of the foregoing, the Special
Servicer shall not:
(i) permit the Trust Fund to enter into, renew or extend any
New Lease with respect to any REO Property, if the New Lease by its terms
will give rise to any income that does not constitute Rents from Real
Property;
(ii) permit any amount to be received or accrued under any New
Lease other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property,
other than the completion of a building or other improvement thereon, and
then only if more than 10% of the construction of such building or other
improvement was completed before default on the related Mortgage Loan
became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or
(iv) Directly Operate, or allow any other Person, other than an
Independent Contractor, to Directly Operate, any REO Property on any date
more than 90 days after its acquisition date;
unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Servicer as a Servicing Advance)
to the effect that such action will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Special Servicer may take such actions as are specified in such Opinion of
Counsel.
(c) The Special Servicer shall contract with any Independent
Contractor for the operation and management of any REO Property within 90 days
of the acquisition date thereof, provided that:
(i) the terms and conditions of any such contract may not be
inconsistent herewith and shall reflect an agreement reached at arm's
length;
(ii) the fees of such Independent Contractor (which shall be an
expense of the Trust Fund) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;
(iii) any such contract shall require, or shall be administered
to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including, without limitation, those listed in subsection (a)
hereof, and (B) remit all related revenues collected (net of its fees and
such costs and expenses) to the Special Servicer upon receipt;
(iv) none of the provisions of this Section 3.17(c) relating to
any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its
duties and obligations hereunder with respect to the operation and
management of any such REO Property; and
(v) the Special Servicer shall be obligated with respect
thereto to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of such REO
Property.
The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.
(d) When and as necessary, the Special Servicer shall send to the
Trustee and the Servicer a statement prepared by the Special Servicer setting
forth the amount of net income or net loss, as determined for federal income tax
purposes, resulting from the operation and management of a trade or business on,
the furnishing or rendering of a non-customary service to the tenants of, or the
receipt of any other amount not constituting Rents from Real Property in respect
of, any REO Property in accordance with Sections 3.17(a) and 3.17(b).
Section 3.18 Sale of Defaulted Mortgage Loans and REO Properties.
(a) Each of the Servicer and the Special Servicer may sell or
purchase, or permit the sale or purchase of, a Mortgage Loan or REO Property
only on the terms and subject to the conditions set forth in this Section 3.18
or as otherwise expressly provided in or contemplated by Section 2.03(b) and
Section 9.01.
(b) In the event that any Mortgage Loan becomes a Defaulted Mortgage
Loan and the Special Servicer has determined in good faith that such Defaulted
Mortgage Loan will become subject to foreclosure proceedings, the Special
Servicer shall promptly so notify in writing the Trustee, the Servicer and the
Majority Controlling Class Certificateholder. The Majority Controlling Class
Certificateholder or the Special Servicer (in that order) may at its option
purchase such Defaulted Mortgage Loan from the Trust Fund, at a price equal to
the Purchase Price. The Purchase Price for any Defaulted Mortgage Loan purchased
hereunder shall be deposited into the Certificate Account, and the Trustee, upon
receipt of an Officer's Certificate from the Special Servicer to the effect that
such deposit has been made, shall release or cause to be released to the
Majority Controlling Class Certificateholder or the Special Servicer, as the
case may be, the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the Majority Controlling Class Certificateholder or the
Special Servicer (in that order), as the case may be, ownership of such
Defaulted Mortgage Loan.
(c) The Special Servicer may offer to sell any Defaulted Mortgage
Loan not otherwise purchased by the Majority Controlling Class Certificateholder
or the Special Servicer pursuant to subsection (b) above, if and when the
Special Servicer determines, consistent with the Servicing Standards, that such
a sale would produce a greater recovery on a net present value basis than would
any other form of liquidation of the related Mortgaged Property. Such offering
shall be made in a commercially reasonable manner. The Special Servicer shall
accept the highest cash bid received from any Person for such Defaulted Mortgage
Loan in an amount at least equal to the Purchase Price therefor; provided, that
in the absence of any such bid, the Special Servicer shall accept the highest
cash bid received from any Person that is determined by the Special Servicer to
be a fair price for such Defaulted Mortgage Loan. In the absence of any bid
determined as provided below to be fair, the Special Servicer shall proceed with
respect to such Defaulted Mortgage Loan in accordance with Section 3.09.
The Special Servicer shall use reasonable efforts to solicit bids
for each REO Property in such manner as will be reasonably likely to realize a
fair price within the time period provided for by Section 3.16(a). Such
solicitation shall be made in a commercially reasonable manner. The Special
Servicer shall accept the highest cash bid received from any Person for such REO
Property in an amount at least equal to the Purchase Price therefor; provided
that in the absence of any such bid, the Special Servicer shall accept the
highest cash bid received from any Person that is determined by the Special
Servicer to be a fair price for such REO Property. If the Special Servicer
reasonably believes that it will be unable to realize a fair price for any REO
Property within the time constraints imposed by Section 3.16(a), then the
Special Servicer shall dispose of such REO Property upon such terms and
conditions as the Special Servicer shall deem necessary and desirable to
maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash bid, regardless of from
whom received. Notwithstanding the foregoing, the Special Servicer shall not be
obligated by the foregoing or otherwise to accept the highest bid if the Special
Servicer determines, in accordance with the Servicing Standards, that rejection
of such bid would be in the best interests of the Certificateholders. In the
event that the Special Servicer determines with respect to any REO Property that
the offers being made with respect thereto are not in the best interests of the
Certificateholders and that the end of the period referred to in Section 3.16(a)
with respect to such REO Property is approaching, the Special Servicer shall
seek an extension of such period in the manner described in Section 3.16(a);
provided, however, that the Special Servicer shall use its best efforts,
consistent with the Servicing Standards, to sell any REO Property prior to two
years prior to the Rated Final Distribution Date.
The Special Servicer shall give the Trustee and the Servicer not
less than three Business Days' prior written notice of its intention to sell any
Defaulted Mortgage Loan or REO Property. No Interested Person shall be obligated
to submit a bid to purchase any Defaulted Mortgage Loan or REO Property, and
notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any
Defaulted Mortgage Loan or any REO Property pursuant hereto.
(d) Whether any cash bid constitutes a fair price for any Defaulted
Mortgage Loan or REO Property, as the case may be, for purposes of Section
3.18(c), shall be determined by the Special Servicer, if the highest bidder is a
Person other than an Interested Person, and by the Trustee, if the highest
bidder is an Interested Person. In determining whether any bid received from an
Interested Person represents a fair price for any Defaulted Mortgage Loan or any
REO Property, the Trustee may conclusively rely on the opinion of an Independent
MAI-designated appraiser or other expert in real estate matters retained by the
Special Servicer at the expense of the Trust Fund. In determining whether any
bid constitutes a fair price for any Defaulted Mortgage Loan or any REO
Property, such appraiser or other expert in real estate matters shall be
instructed to take into account, as applicable, among other factors, the period
and amount of any delinquency on the affected Defaulted Mortgage Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a). The Purchase
Price for any Defaulted Mortgage Loan or REO Property shall in all cases be
deemed a fair price.
(e) Subject to subsections (a) through (d) above, the Special
Servicer shall act on behalf of the Trustee in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Defaulted
Mortgage Loan or REO Property, and the collection of all amounts payable in
connection therewith. Any sale of a Defaulted Mortgage Loan or any REO Property
shall be final and without recourse to the Trustee or the Trust Fund, and if
such sale is consummated in accordance with the terms of this Agreement, neither
the Special Servicer nor the Trustee shall have any liability to any
Certificateholder with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.
(f) Any sale of a Defaulted Mortgage Loan or any REO Property shall
be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a
sale for other consideration).
Section 3.19 Additional Obligations of Servicer and Special Servicer
(a) The Servicer shall deliver to the Paying Agent for deposit in
the Distribution Account on each P&I Advance Date, without any right of
reimbursement therefor, with respect to each Mortgage Loan (other than a
Specially Serviced Mortgage Loan) that was subject to a Principal Prepayment
during the most recently ended Due Period creating a Prepayment Interest
Shortfall, an amount equal to the lesser of (i) the amount of the related
Prepayment Interest Shortfall and (ii) the sum of (A) the Servicing Fee
(calculated for this purpose only at a rate of 0.03% per annum) received by the
Servicer during such Due Period on such Mortgage Loan and (B) investment income
earned by the Servicer on the related Principal Prepayment since the date of
such prepayment.
(b) Notwithstanding anything herein to the contrary, with
respect to the Mortgage Loans identified as Loan No. 61, Loan No. 71, Loan
No. 96 and Loan No. 168 on the Mortgage Loan Schedule, the Servicer or the
Special Servicer, as applicable, shall, to the extent permitted by the
related Mortgage Loan documents:
(i) permit the related Mortgagor to defease the related
Mortgage Property by substituting U.S. Treasury obligations for such
Mortgaged Property only upon obtaining written confirmation from the
Rating Agencies that such defeasance will not cause the downgrade,
withdrawal or qualification of the then current ratings of the
Certificates;
(ii) not invest Escrow Payments except in Permitted
Investments;
(iii) permit the related Mortgagor to post a letter of credit
in lieu of cash only upon obtaining written confirmation from the Rating
Agencies that such action will not cause the downgrade, withdrawal or
qualification of the then current ratings of the Certificates; and
(iv) require the related Mortgagor to, or replace the related
manager of the Mortgaged Property only upon obtaining written confirmation
from the Rating Agencies that such action will not cause the downgrade,
withdrawal or qualification of the then current ratings of the
Certificates.
(c) Notwithstanding anything herein to the contrary, with respect to
the Mortgage Loans identified as Loan No. 33 on the Mortgage Loan Schedule, the
Servicer or the Special Servicer, as applicable, shall, to the extent permitted
by the related Mortgage Loan documents:
(i) not invest Escrow Payments except in Permitted
Investments;
(ii) permit the related Mortgagor to maintain the insurance
coverage required by the related Mortgage Loan documents with an insurer
that is not a Qualified Insurer (as defined in the related Mortgage Loan
documents) only upon obtaining written confirmation from the Rating
Agencies that such action will not cause the downgrade, withdrawal or
qualification of the then current ratings of the Certificates;
(iii) permit the related Mortgagor to sell, convey or transfer
the related Mortgaged Property only upon obtaining written confirmation
from the Rating Agencies that such action will not cause the downgrade,
withdrawal or qualification of the then current ratings of the
Certificates; and
(iv) permit the related Mortgagor to extend any purchase option
pursuant to the lease with the State of California only upon obtaining
written confirmation from the Rating Agencies that such action will not
cause the downgrade, withdrawal or qualification of the then current
ratings of the Certificates;
(v) extend the Maturity Date of the related Mortgage Loan
beyond the year 2013 only upon obtaining written confirmation from the
Rating Agencies that such action will not cause the downgrade, withdrawal
or qualification of the then current ratings of the Certificates.
Section 3.20 Modifications, Waivers, Amendments and Consents.
(a) Except as set forth in this Section 3.20(a), Section 3.20(i) and
Section 3.08, the Servicer shall not agree to any modification, waiver or
amendment of a Mortgage Loan, and, except as provided in the following
paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage
Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or
amended, provided, that the Special Servicer may agree to extend the maturity
date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan,
provided, further, that, except as provided in the following sentence, no such
extension entered into pursuant to this Section 3.20(a) shall be for a period of
more than twelve months from the original maturity date of such Mortgage Loan or
shall extend the maturity date beyond the earlier of (i) two years prior to the
Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by
a leasehold estate, the date twenty years prior to the expiration of such
leasehold estate; provided that if the Special Servicer determines in accordance
with the Servicing Standards that such extension would produce a greater
recovery on a net present value basis, the Special Servicer may extend the
original maturity date to the date ten years prior to the expiration of such
leasehold estate. If such extension would extend the Maturity Date of a Mortgage
Loan for more than twelve months from and after the original maturity date of
such Mortgage Loan and the Mortgage Loan is not in default or default with
respect thereto is not reasonably foreseeable, the Special Servicer must provide
the Trustee with an opinion of counsel (at the expense of the related Mortgagor)
that such extension would not constitute a "significant modification" of the
Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).
Notwithstanding the foregoing, the Servicer may modify or amend the
terms of any Mortgage Loan in order to (i) cure any ambiguity therein or (ii)
correct or supplement any provisions therein which may be inconsistent with any
other provisions therein or correct any error, provided that, if the Mortgage
Loan is not in default or default with respect thereto is not reasonably
foreseeable, such modification or amendment would not be a "significant
modification" of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).
Neither the Servicer nor the Special Servicer shall permit the
substitution of any Mortgaged Property (or any portion thereof) for one or more
other parcels of real property at any time the Mortgage Loan is not in default
pursuant to the terms of the related Mortgage Loan documents or default with
respect thereto is not reasonably foreseeable unless either (i) such
substitution is at the unilateral option of the Mortgagor, within the meaning of
Treasury Regulations Section 1.1001-3 or (ii) it has received an Opinion of
Counsel to the effect that such substitution would not be a "significant
modification" of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).
Notwithstanding the foregoing, neither the Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan set forth on Schedule 4 (or any
portion thereof) unless such defeasance complies with Treasury Regulations
Section 1.860G-2(a)(8) and the Servicer or the Special Servicer, as applicable,
has received (i) a certificate of public accountant to the effect that such
substituted property will provide cash flows sufficient to meet all payments of
interest and principal (including payments at maturity) on such Mortgage Loan in
compliance with the requirements of the terms of the related Mortgage Loan
documents, (ii) one or more Opinions of Counsel (at the expense of the related
Mortgagor) to the effect that the Trustee, on behalf of the Trust Fund, will
have a first priority perfected security interest in such substituted Mortgage
Property; provided, however, that to the extent the related Mortgage Loan
documents provide the lender with discretion, the Servicer shall require that
the related Mortgagor pay the cost of any such opinion as a condition to
granting such defeasance, (iii) to the extent required under the related
Mortgage Loan documents, or to the extent the Mortgage Loan documents provide
the lender with discretion, the Servicer shall require the borrower to establish
a single purpose entity to act as a successor borrower, and (iv) to the extent
permissible under the Mortgage Loan documents, the Servicer shall require the
related Mortgagor to obtain written confirmation from the Rating Agencies that
such defeasance will not cause the downgrade, withdrawal or modification of the
then current ratings of the Certificates; provided however, that the Servicer
shall not require the related Mortgagor to obtain such written confirmation from
Fitch to the extent that such Mortgagor has obtained the certificate required
pursuant to clause (i) above, obtained the opinion required pursuant to clause
(ii) above and established the single purpose entity pursuant to clause (iii)
above.
(b) If the Special Servicer determines that a modification, waiver
or amendment (including, without limitation, the forgiveness or deferral of
interest or principal or the substitution of collateral pursuant to the terms of
the Mortgage Loan or otherwise, the release of collateral or the pledge of
additional collateral) of the terms of a Specially Serviced Mortgage Loan with
respect to which a payment default or other material default has occurred or a
payment default or other material default is, in the Special Servicer's
judgment, reasonably foreseeable (as evidenced by an Officer's Certificate of
the Special Servicer), is reasonably likely to produce a greater recovery on a
net present value basis (the relevant discounting to be performed at the related
Mortgage Rate) than liquidation of such Specially Serviced Mortgage Loan, then
the Special Servicer may, but is not required to, in the case of an extension of
the maturity of a Specially Serviced Mortgage Loan beyond the third anniversary
of such Mortgage Loan's original maturity date, agree to a modification, waiver
or amendment of such Specially Serviced Mortgage Loan, subject to the provisions
of this Section 3.20(b) and Section 3.20(c).
The Special Servicer shall use its best efforts to the extent
possible to cause each Specially Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification,
waiver or amendment of any term of any Specially Serviced Mortgage Loan if such
modification, waiver or amendment would:
(i) extend the maturity date of any such Specially Serviced
Mortgage Loan to a date occurring later than the earlier of (a) two years
prior to the Rated Final Distribution Date and (b) if such Specially
Serviced Mortgage Loan is secured by a leasehold estate, the date
occurring twenty years prior to the expiration of such leasehold; provided
that if the Special Servicer determines in accordance with the Servicing
Standard that such extension would produce a greater recovery on a net
present value basis, the Special Servicer may extend the original maturity
date to the date ten years prior to the expiration of such leasehold
estate; or
(ii) reduce the related Net Mortgage Rate on any such Specially
Serviced Mortgage Loan to less than the lesser of (a) the original Net
Mortgage Rate and (b) 7.625% per annum; or
(iii) provide for the deferral of interest unless (a) interest
accrues thereon, generally, at the related Mortgage Rate and (b) the
aggregate amount of such deferred interest does not exceed 10% of the
unpaid principal balance of the Specially Serviced Mortgage Loan.
(c) Any provision of this Section 3.20 to the contrary
notwithstanding, except when a Mortgage Loan is in default or default with
respect thereto is reasonably foreseeable, no fee described in this paragraph
shall be collected by any Servicer or Special Servicer from a Mortgagor (or on
behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of a Mortgage Loan (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such
consent, modification, waiver or amendment to be a "significant modification" of
the Mortgage Note within the meaning of Treasury Regulations Section
1.860G-2(b).
(d) To the extent consistent with this Agreement, the Special
Servicer may agree to any waiver, modification or amendment of a Mortgage Loan
that is not in default or as to which default is not reasonably foreseeable if
it provides the Trustee with an Opinion of Counsel (at the expense of the
related Mortgagor or such other Person requesting such modification or, if such
expense cannot be collected from the related Mortgagor or such other Person, to
be paid by the Servicer as a Servicing Advance) to the effect that the
contemplated waiver, modification or amendment (i) will not be a "significant
modification" of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (ii) will not cause (x) either the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or
(y) either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to any tax
under the REMIC Provisions. Notwithstanding the foregoing, the Special Servicer
may not waive the payment of any Prepayment Premiums or Yield Maintenance Charge
with respect to any Mortgage Loan that is not a Specially Serviced Mortgage
Loan.
(e) In the event of a modification which creates Mortgage Deferred
Interest, such Mortgage Deferred Interest will be allocated to reduce the
Distributable Certificate Interest of the Class or Classes of Certificates
pursuant to Section 4.06.
(f) Subject to Section 3.20(c), the Servicer and the Special
Servicer each may, as a condition to its granting any request by a Mortgagor for
consent, modification, waiver or indulgence or any other matter or thing, the
granting of which is within the Servicer's or the Special Servicer's, as the
case may be, discretion pursuant to the terms of the instruments evidencing or
securing the related Mortgage Loan and is permitted by the terms of this
Agreement, require that such Mortgagor pay to the Servicer or the Special
Servicer, as the case may be, as additional servicing compensation, a reasonable
or customary fee, for the additional services performed in connection with such
request.
(g) All modifications, waivers and amendments of the Mortgage Loans
entered into pursuant to this Section 3.20 shall be in writing, signed by the
Servicer or the Special Servicer, as the case may be, and the related Mortgagor
(and by any guarantor of the related Mortgage Loan, if such guarantor's
signature is required by the Special Servicer in accordance with the Servicing
Standards).
(h) Each of the Servicer and the Special Servicer shall notify the
Rating Agencies, the Trustee, the Paying Agent and each other in writing of any
modification, waiver or amendment of any term of any Mortgage Loan and the date
thereof, and shall deliver to the Trustee or the related Custodian for deposit
in the related Mortgage File, an original counterpart of the agreement relating
to such modification, waiver or amendment, promptly (and in any event within 10
Business Days) following the execution thereof. In addition, the Special
Servicer shall promptly send a copy of such a modification, waiver or amendment
to the Servicer. Within 15 days of the Servicer's delivery of the aforesaid
modification, waiver or amendment to the Paying Agent or its receipt from the
Special Servicer, as applicable, the Paying Agent shall forward a copy thereof
to each Holder of a Class G, Class H, Class I, Class J, Class K, Class L and
Class M Certificate.
(i) For any Mortgage Loan other than a Specially Serviced Mortgage
Loan and subject to the rights of the Special Servicer set forth in this Section
3.20, the Servicer shall be responsible for, and shall act in accordance with
the Servicing Standards in responding to, any request by a Mortgagor for the
consent of the mortgagee for a modification, waiver or amendment of any term
with respect to:
(i) Approving routine leasing activity (including any
subordination, non-disturbance and attornment agreements) with
respect to leases for less than the lesser of (a) 30,000 square feet
and (b) 20% of the related Mortgaged Property;
(ii) Approving any waiver affecting the timing of receipt of
financial statements from any Mortgagor provided that such financial
statements are delivered no less than quarterly and within 60 days
of the end of the calendar quarter;
(iii) Approving annual budgets for the related Mortgaged
Property, provided that no such budget (1) provides for the payment
of operating expenses in an amount equal to more than 110% of the
amounts budgeted therefor for the prior year or (2) provides for the
payment of any material expenses to any affiliate of the Mortgagor
(other than the payment of a management fee to any property manager
if such management fee is no more than the management fee in effect
on the Cut-off Date); and
(iv) Subject to other restrictions herein regarding Principal
Prepayments, waiving any provision of a Mortgage Loan requiring a
specified number of days notice prior to a Principal Prepayment.
(j) To the extent that either the Servicer or Special Servicer
waives any Penalty Charges in respect of any Mortgage Loan, the respective
amounts of additional servicing compensation payable to the Servicer and the
Special Servicer out of such Penalty Charges shall be reduced proportionately
based upon the respective amounts that had been payable thereto out of such
Penalty Charges immediately prior to such waiver.
Section 3.21 Transfer of Servicing Between Servicer and
Special Servicer; Record Keeping; Asset Status Report.
(a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Servicer shall immediately give notice
thereof, and shall deliver the related Mortgage File and Credit File to the
Special Servicer and shall use its best efforts to provide the Special Servicer
with all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan either in the Servicer's possession or otherwise available to the
Servicer without undue burden or expense, and reasonably requested by the
Special Servicer to enable it to assume its functions hereunder with respect
thereto. The Servicer shall use its reasonable efforts to comply with the
preceding sentence within 5 Business Days of the occurrence of each related
Servicing Transfer Event and in any event shall continue to act as Servicer and
administrator of such Mortgage Loan until the Special Servicer has commenced the
servicing of such Mortgage Loan, which will commence upon receipt by the Special
Servicer of the Mortgage File. The Servicer shall deliver to the Paying Agent a
copy of the notice of such Servicing Transfer Event provided by the Servicer to
the Special Servicer pursuant to this Section. The Paying Agent shall deliver to
each Controlling Class Certificateholder a copy of the notice of such Servicing
Transfer Event provided by the Servicer pursuant to this Section
Upon determining that a Specially Serviced Mortgage Loan (other than
an REO Loan) has become current and has remained current for three consecutive
Periodic Payments or one Periodic Payment with respect to a Semi-Annual Loan
(provided that (i) no additional Servicing Transfer Event is foreseeable in the
reasonable judgment of the Special Servicer, and (ii) for such purposes taking
into account any modification or amendment of such Mortgage Loan), and that no
other Servicing Transfer Event is continuing with respect thereto, the Special
Servicer shall immediately give notice thereof, and shall return the related
Mortgage File and Credit File to the Servicer (or copies thereof if copies only
were delivered to the Special Servicer) and upon giving such notice, and
returning such Mortgage File and Credit File to the Servicer, the Special
Servicer's obligation to service such Corrected Mortgage Loan shall terminate
and the obligations of the Servicer to service and administer such Mortgage Loan
shall re-commence.
(b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer will provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (with a
copy of each such original to the Servicer), and provide the Servicer with
copies of any additional related Mortgage Loan information including
correspondence with the related Mortgagor.
(c) On or before the Business Day immediately succeeding each
Determination Date, the Special Servicer shall deliver to the Servicer and
Paying Agent a written statement and electronic data file in conformance with
Commercial Real Estate Secondary Market and Securitization Association ("CSSA")
format (upon which the Servicer and the Paying Agent may conclusively rely)
describing, on a loan-by-loan and property-by-property basis, (1) the
information described in clause (vii) of Section 4.02(a) with respect to each
Specially Serviced Mortgage Loan and the information described in clause (viii)
of Section 4.02(a) with respect to each REO Property, (2) the amount of all
payments, Insurance and Condemnation Proceeds and Liquidation Proceeds received
with respect to each Specially Serviced Mortgage Loan during the related Due
Period, and the amount of all REO Revenues, Insurance and Condemnation Proceeds
and Liquidation Proceeds received with respect to each REO Property during the
related Due Period, (3) the amount, purpose and date of all Servicing Advances
made by the Servicer with respect to each Specially Serviced Mortgage Loan and
REO Property during the related Due Period, (4) the information described in
clauses (v), (vii)(C), (vii)(D), (viii), (xi), (xvi) and (xvii) of Section
4.02(a) and (5) such additional information relating to the Specially Serviced
Mortgage Loans and REO Properties as the Servicer reasonably requests to enable
it to perform its responsibilities under this Agreement which is in the Special
Servicer's possession or is reasonably obtainable by the Special Servicer.
(d) Notwithstanding the provisions of the preceding clause (c), the
Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Mortgage Loans and REO Properties and shall provide the
Special Servicer with any information in its possession required by the Special
Servicer to perform its duties under this Agreement.
(e) No later than 30 days after a Servicing Transfer Event for a
Mortgage Loan, the Special Servicer shall deliver to the Trustee, the Servicer,
each Rating Agency, each Class G, Class H, Class I, Class J, Class K, Class L
and Class M Certificateholder and the Directing Certificateholder a report (the
"Asset Status Report") with respect to such Mortgage Loan and the related
Mortgaged Property, provided, however, the Special Servicer shall not be
required to deliver an Asset status to the Directing Certificateholder if they
are the same entity. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:
(i) summary of the status of such Specially Serviced Mortgage
Loan and any negotiations with the related Mortgagor;
(ii) a discussion of the legal and environmental considerations
reasonably known to the Special Servicer, consistent with the Servicing
Standards, that are applicable to the exercise of remedies as aforesaid
and to the enforcement of any related guaranties or other collateral for
the related Mortgage Loan and whether outside legal counsel has been
retained;
(iii) the most current rent roll and income or operating
statement available for the related Mortgaged Property;
(iv) the Special Servicer's recommendations on how such
Specially Serviced Mortgage Loan might be returned to performing status
and returned to the Servicer for regular servicing or otherwise realized
upon;
(v) the Appraised Value of the Mortgaged Property together with
the assumptions used in the calculation thereof; and
(vi) such other information as the Special Servicer deems
relevant in light of the Servicing Standards.
If within 10 Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, the Servicing Standards
or the terms of the applicable Mortgage Loan documents. If the Directing
Certificateholder disapproves such Asset Status Report, the Special Servicer
will revise such Asset Status Report and deliver to the Directing
Certificateholder, the Rating Agencies and the Servicer a new Asset Status
Report as soon as practicable, but in no event later than 30 days after such
disapproval. The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(e) until the Directing Certificateholder
shall fail to disapprove such revised Asset Status Report in writing within 10
Business Days of receiving such revised Asset Status Report or until the Special
Servicer makes one of the determinations described below. Notwithstanding the
foregoing, in the event the Directing Certificateholder and the Special Servicer
have been unable to agree upon an Asset Status Report with respect to a
Specially Serviced Mortgage Loan within 90 days of the Directing
Certificateholder's receipt of the initial Asset Status Report, the Special
Servicer shall implement the actions described in the most recent Asset Status
Report submitted to the Directing Certificateholder by the Special Servicer. The
Special Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and implement such report, provided such report shall have
been prepared, reviewed and not rejected pursuant to the terms of this Section.
Notwithstanding the foregoing, the Special Servicer (i) may, following the
occurrence of an extraordinary event with respect to the related Mortgaged
Property, take any action set forth in such Asset Status Report before the
expiration of a 10 Business Day period if the Special Servicer has reasonably
determined that failure to take such action would materially and adversely
affect the interests of the Certificateholders and it has made a reasonable
effort to contact the Directing Certificateholder and (ii) in any case, shall
determine whether such affirmative disapproval is not in the best interest of
all the Certificateholders pursuant to the Servicing Standards.
The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standards and the related Asset Status Report. The
Special Servicer shall not take any action inconsistent with the related Asset
Status Report, unless such action would be required in order to act in
accordance with the Servicing Standards.
No direction of the Directing Certificateholder shall (a) require or
cause the Special Servicer to violate the terms of a Specially Serviced Mortgage
Loan, applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standards and to
maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier
REMIC, or (b) result in the imposition of a "prohibited transaction" or
"prohibited contribution" tax under the REMIC Provisions, or (c) expose the
Servicer, the Special Servicer, the Depositor, the Mortgage Loan Sellers, the
Trust Fund, the Trustee or their officers, directors, employees or agents to any
claim, suit or liability or (d) materially expand the scope of the Special
Servicer's, Trustee's or the Servicer's responsibilities under this Agreement.
(f) Upon receiving notice of (i) the occurrence of the events
described in clause (iv) of the definition of Servicing Transfer Event (without
regard to the 60 day period set forth therein) or (ii) the request by a
Mortgagor for the amendment or modification of a Mortgage Loan which is not a
Specially Serviced Mortgage Loan for which the Special Servicer is responsible
for such amendment or modification pursuant to Section 3.20, the Servicer shall
immediately give notice thereof, and shall deliver copies of the related
Mortgage File and Credit File to the Special Servicer and shall use its
reasonable best efforts to provide the Special Servicer with all information
relating to the Mortgage Loan and reasonably requested by the Special Servicer
to enable it to negotiate with the related Mortgagor and prepare for any such
proceedings. The Servicer shall use its reasonable best efforts to comply with
the preceding sentence within 5 Business Days of the occurrence of each such
event. Upon receiving such documents and information, the Special Servicer shall
treat such Mortgage Loan as if it were a Specially Serviced Mortgage Loan.
Notwithstanding the foregoing, the occurrence of any event described in clause
(i) or (ii) above shall not in and of itself be considered a Servicing Transfer
Event and, unless a Servicing Transfer Event has occurred with respect to a
related Mortgage Loan, the Servicer shall continue to act as Servicer and
administrator of such Mortgage Loan and no fees shall be payable to the Special
Servicer with respect to such Mortgage Loan other than any related modification,
assumption or extension fees provided for herein; provided however, that in the
event a Mortgage Loan subject to clause (i) above becomes a Specially Serviced
Mortgage Loan, such Mortgage Loan shall be deemed to have been a Specially
Serviced Mortgage Loan upon the occurrence of the event described in clause (i)
above and a Special Servicing Fee shall be paid with respect thereto.
Section 3.22 Sub-Servicing Agreements.
(a) The Servicer may enter into Sub-Servicing Agreements to provide
for the performance by third parties of any or all of its respective obligations
under Articles III and IV hereof; provided that the Sub-Servicing Agreement: (i)
is consistent with this Agreement in all material respects and requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement;
(ii) provides that if the Servicer shall for any reason no longer act in such
capacity hereunder (including, without limitation, by reason of an Event of
Default), the Trustee or its designee shall thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption,
obligations of the Servicer under such agreement, or, alternatively, may act in
accordance with Section 7.02 hereof under the circumstances described therein
(subject to Section 3.22(g) hereof); (iii) provides that the Trustee for the
benefit of the Certificateholders and the Trustee (as holder of the
Uncertificated Lower-Tier Interests) shall be a third party beneficiary under
such Sub-Servicing Agreement, but that (except to the extent the Trustee or its
designee assumes the obligations of the Servicer thereunder as contemplated by
the immediately preceding clause (ii)) none of the Trust Fund, the Trustee, any
successor Servicer or any Certificateholder shall have any duties under such
Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any
purchaser of a Mortgage Loan pursuant to this Agreement to terminate such
Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its
option and without penalty and (v) does not permit the Sub-Servicer any direct
rights of indemnification that may be satisfied out of assets of the Trust Fund.
Any successor Servicer hereunder shall, upon becoming successor Servicer, be
assigned and shall assume any Sub-Servicing Agreements from the predecessor
Servicer (subject to Section 3.22(g) hereof). In addition, each Sub-Servicing
Agreement entered into by the Servicer may provide that the obligations of the
Sub-Servicer thereunder shall terminate with respect to any Mortgage Loan
serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced
Mortgage Loan; provided, however, that the Sub-Servicing Agreement may provide
that the Sub-Servicer will continue to make all Advances and calculations and
prepare all reports required under the Sub-Servicing Agreement with respect to
Specially Serviced Mortgage Loans as if no Servicing Transfer Event had occurred
and with respect to REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred and to render such incidental services with respect to
such Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for in such Sub-Servicing Agreement. The Servicer shall deliver to the
Trustee and the Paying Agent copies of all Sub-Servicing Agreements, and any
amendments thereto and modifications thereof, entered into by it promptly upon
its execution and delivery of such documents. References in this Agreement to
actions taken or to be taken by the Servicer include actions taken or to be
taken by a Sub-Servicer on behalf of the Servicer; and, in connection therewith,
all amounts advanced by any Sub-Servicer to satisfy the obligations of the
Servicer hereunder to make Advances shall be deemed to have been advanced by the
Servicer out of its own funds and, accordingly, such Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Servicer, and, for so long as they are
outstanding, such Advances shall accrue interest in accordance with Section
3.03(d), such interest to be allocable between the Servicer and such
Sub-Servicer pursuant to the terms of the Sub-Servicing Agreement. For purposes
of this Agreement, the Servicer shall be deemed to have received any payment
when a Sub-Servicer retained by it receives such payment. The Servicer shall
notify the Special Servicer, the Trustee and the Depositor in writing promptly
of the appointment by it of any Sub-Servicer, other than First Union National
Bank. Except as otherwise provided herein, the Special Servicer may not enter
into Sub-Servicing Agreements and may not assign any of its servicing
obligations hereunder.
(b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law.
(c) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall (at no expense to
the Trustee, the Certificateholders or the Trust Fund) monitor the performance
and enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the
Servicer would require were it the owner of the Mortgage Loans. The Servicer
shall have the right to remove a Sub-Servicer retained by it in accordance with
the terms of the related Sub-Servicing Agreement.
(d) In the event the Trustee or its designee becomes successor
Servicer and assumes the rights and obligations of the Servicer under any
Sub-Servicing Agreement, the Servicer, at its expense, shall deliver to the
assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use reasonable efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.
(e) Notwithstanding the provisions of any Sub-Servicing Agreement,
the Servicer represents and warrants that it shall remain obligated and liable
to the Trustee and the Certificateholders for the performance of its obligations
and duties under this Agreement in accordance with the provisions hereof to the
same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans for which it is responsible, and
the Servicer shall pay the fees of any Sub-Servicer thereunder from its own
funds. In no event shall the Trust Fund bear any termination fee required to be
paid to any Sub-Servicer as a result of such Sub-Servicer's termination under
any Sub-Servicing Agreement.
(f) The Trustee shall furnish to any Sub-Servicer any powers of
attorney and other documents necessary or appropriate to enable such
Sub-Servicer to carry out its servicing and administrative duties under any
Sub-Servicing Agreement; provided, however, that the Trustee shall not be held
liable for any negligence, and shall be indemnified by the Sub-Servicer, with
respect to, or misuse of, any such power of attorney by a Sub-Servicer.
(g) Each Sub-Servicing Agreement shall provide that, in the event
the Trustee or any other Person becomes successor Servicer, the Trustee or such
successor Servicer shall have the right to terminate such Sub-Servicing
Agreement with or without cause and without a fee. Notwithstanding the
foregoing, the Trustee and any successor Servicer shall assume the Sub-Servicing
Agreement (the "First Union Subservicing Agreement") with First Union National
Bank ("First Union") dated as of the date hereof, unless First Union has been
terminated in accordance with the succeeding paragraph.
In the event First Union does not have a "CPS3" Servicer rating from
Fitch, and an approved Servicer ranking of at least average from S&P at the time
the Trustee or a successor Servicer becomes successor Servicer, First Union
shall have 30 days after notice from the Trustee or the successor Servicer to
either (i) cure such failure or (ii) assign such Subservicing Agreement to a
Successful Bidder (as defined below). If First Union fails to either (i) cure
such failure or (ii) assign such Subservicing Agreement to a Successful Bidder,
the Trustee or the successor Servicer may terminate the First Union Subservicing
Agreement.
A "Successful Bidder" will be any prospective subservicer candidate
reasonably acceptable to the Depositor and the Rating Agencies, as evidenced by
written confirmation from the Rating Agencies that the assumption by such
Successful Bidder of the First Union Subservicing Agreement will not cause the
downgrade, withdrawal or qualification of the then current ratings of the
Certificates, which candidate would be eligible to act as Subservicer hereunder.
(h) Promptly (but in no event later than 5 Business Days) after the
execution of any Sub-Servicing Agreement, the Servicer shall forward a copy of
such Sub-Servicing Agreement to the Trustee and the Special Servicer. The
Special Servicer shall comply with the terms of each such Sub-Servicing
Agreement to the extent the terms thereof are not inconsistent with the terms of
this Agreement and the Special Servicer's obligations hereunder. With respect to
Mortgage Loans subject to a Sub-Servicing Agreement, the Special Servicer shall,
among other things, remit amounts, deliver reports and information, and afford
access to facilities and information to the related Sub-Servicer that would be
required to be remitted, delivered or afforded, as the case may be, to the
Servicer pursuant to the terms hereof within a sufficient period of time to
allow the Sub-Servicer to fulfill its obligations under such Sub-Servicing
Agreement and in no event later than 1 Business Day prior to the applicable
Determination Date (or such other date as specified herein).
Section 3.23 Representations, Warranties and Covenants of the
Servicer.
(a) The Servicer hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Depositor
and the Special Servicer, as of the Closing Date, that:
(i) The Servicer is a banking corporation duly organized,
validly existing and in good standing under the laws of the State of New
York, and the Servicer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform
its obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the
Servicer, and the performance and compliance with the terms of this
Agreement by the Servicer, will not violate the Servicer's charter and
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material agreement or other material instrument to which it
is a party or which is applicable to it or any of its assets, or result in
the violation of any law, rule, regulation, order, judgment or decree to
which the Servicer or its property is subject;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Special Servicer and the Depositor,
constitutes a valid, legal and binding obligation of the Servicer,
enforceable against the Servicer in accordance with the terms hereof,
subject to applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the enforcement of creditors' rights generally,
and general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;
(iv) The Servicer is not in default with respect to any law,
any order or decree of any court, or any order, regulation or demand of
any federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Servicer or its properties or
might have consequences that would materially and adversely affect its
ability to perform its duties and obligations hereunder;
(v) No litigation is pending or, to the best of the Servicer's
knowledge, threatened against the Servicer which would prohibit the
Servicer from entering into this Agreement or, in the Servicer's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Servicer to perform its obligations under
this Agreement or the financial condition of the Servicer;
(vi) The Servicer will examine each Sub-Servicing Agreement and
will be familiar with the terms thereof. Any Sub-Servicing Agreements will
comply with the provisions of Section 3.22;
(vii) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by the Servicer, or compliance by the Servicer with, this
Agreement or the consummation of the transactions contemplated by this
Agreement, except for any consent, approval, authorization or order which
has not been obtained or cannot be obtained prior to the actual
performance by the Servicer of its obligations under this Agreement, and
which, if not obtained would not have a materially adverse effect on the
ability of the Servicer to perform its obligations hereunder; and
(viii) The Servicer has full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement. The Servicer
shall indemnify the Trustee and the Trust Fund and hold each of them harmless
against any losses, damages, penalties, fines, forfeitures, and reasonable legal
fees and related costs, judgments, and other costs and expenses resulting from
any claim, demand, defense or assertion arising from, or resulting from a
material breach of the Servicer's representations and warranties contained in
paragraph (a) above. Such indemnification shall survive any termination or
resignation of the Servicer, and any termination of the Agreement.
Section 3.24 Representations, Warranties and Covenants of the
Special Servicer.
(a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor and the Servicer, as of the Closing Date, that:
(i) The Special Servicer is a limited liability company duly
organized, validly existing and in good standing under the laws of the
State of Delaware, and the Special Servicer is in compliance with the laws
of each State in which any Mortgaged Property is located to the extent
necessary to perform its obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the
Special Servicer, and the performance and compliance with the terms of
this Agreement by the Special Servicer, will not violate the Special
Servicer's organizational documents or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other
instrument to which it is a party or which is applicable to it or any of
its assets, or result in the violation of any law, rule, regulation,
order, judgment or decree which the Special Servicer or its property is
subject;
(iii) The Special Servicer has the full power and authority to
enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the
Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(v) The Special Servicer is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Special Servicer's good
faith and reasonable judgment, is likely to affect materially and
adversely either the ability of the Special Servicer to perform its
obligations under this Agreement or the financial condition of the Special
Servicer;
(vi) No litigation is pending or, to the best of the Special
Servicer's knowledge, threatened against the Special Servicer which would
prohibit the Special Servicer from entering into this Agreement or, in the
Special Servicer's good faith and reasonable judgment is likely to
materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or the financial condition
of the Special Servicer;
(vii) Each officer, director, manager or employee of the
Special Servicer that has or, following the occurrence of a Servicing
Transfer Event, would have responsibilities concerning the servicing and
administration of Mortgage Loans is covered by errors and omissions
insurance in the amounts and with the coverage required by Section
3.07(c). Neither the Special Servicer nor any of its officers, directors,
managers or employees that is or, following the occurrence of a Servicing
Transfer Event, would be involved in the servicing or administration of
Mortgage Loans has been refused such coverage or insurance; and
(viii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Special Servicer, or compliance by the
Special Servicer with, this Agreement or the consummation of the
transactions contemplated by this Agreement, except for any consent,
approval, authorization or order which has not been obtained or cannot be
obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, and which, if not obtained would not
have a materially adverse effect on the ability of the Special Servicer to
perform its obligations hereunder.
(b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement. The Special
Servicer shall indemnify the Trustee the Trust Fund and hold them harmless
against any losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments and other costs and expenses resulting from
any claim, demand, defense or assertion based on or grounded upon, or resulting
from a material breach of the Special Servicer's representations and warranties
contained in paragraph (a) above. Such indemnification shall survive any
termination or resignation of the Special Servicer, and any termination of the
Agreement.
Section 3.25 Interest Reserve Account.
(a) On each P&I Advance Date relating to any Interest Accrual Period
ending in any January and on any P&I Advance Date which occurs in a year which
is not a leap year relating to any Interest Accrual Period ending in any
December, the Servicer shall remit to the Paying Agent, in respect of the
Interest Reserve Loans, for deposit into the Interest Reserve Account, an amount
equal to one day's interest on the Stated Principal Balance of the Interest
Reserve Loans as of the Due Date occurring in the month preceding the month in
which such P&I Advance Date occurs at the related Mortgage Rate, to the extent a
full Periodic Payment or P&I Advance is made in respect thereof (all amounts so
deposited in any consecutive February and January, "Withheld Amounts").
(b) On each P&I Advance Date occurring in March, the Servicer shall
withdraw, or shall instruct the Paying Agent to withdraw, from the Interest
Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the
Lower-Tier Distribution Account.
Section 3.26 Excess Interest Distribution Account.
Prior to the applicable Distribution Date, the Servicer is required
to remit to the Paying Agent for deposit into the Excess Interest Distribution
Account an amount equal to the Excess Interest received during the related Due
Period.
Section 3.27 Residual Value Insurance Policies and Lease Enhancement
Policies.
(a) Pursuant to each Mortgage Loan Purchase Agreement, the
applicable Mortgage Loan Seller will be required to provide written notice (with
copies to the Servicer) to each Lease Enhancement Policy insurer and Residual
Value Insurance Policy Insurer within 10 days after the Closing Date, that (i)
the Servicer shall be sent notices under each Lease Enhancement Policy and
Residual Value Insurance Policy Insurer and (ii) State Street Bank and Trust
Company, as trustee for the registered holders of the Chase Manhattan Bank-First
Union National Bank Commercial Mortgage Trust, Pass-Through Certificates, Series
1999-1, shall be named the insured party under each Lease Enhancement Policy and
Residual Value Insurance Policy Insurer. The Servicer shall review and be
familiar with the terms and conditions relating to enforcing claims and shall
monitor the dates by which any claim or action must be taken (including
delivering any notices to the Lease Enhancement Policy insurer or Residual Value
Insurance Policy Insurer and performing any actions required under each policy)
under each Lease Enhancement Policy and Residual Value Insurance Policy Insurer
to realize full value of such Lease Enhancement Policy or Residual Value
Insurance Policy Insurer for the benefit of the Certificateholders and the
Trustee (as holder of the Uncertificated Lower-Tier Interests).
(b) In the event that the Servicer has actual knowledge of an
Insured Event under any Lease Enhancement Policy or Residual Value Insurance
Policy, the Servicer shall prepare and file a "proof of loss" form with the
Lease Enhancement Policy insurer or the Residual Value Insurance insurer, as the
case may be, within five Business Days after receiving notice or obtaining
actual knowledge of any Insured Event under the related policy and shall
diligently process any claims under such policy in accordance with the Servicing
Standard. The Servicer will abide by the terms and conditions relating to
enforcing claims and monitor the dates by which any claim or action must be
taken (including delivering any notices to the Residual Value Insurance Policy
insurer and Lease Enhancement Policy insurer or performing any actions required
under each policy) under each Residual Value Insurance Policy and Lease
Enhancement Policy to realize the full value of such Residual Value Insurance
Policy and Lease Enhancement Policy for the benefit of the Certificateholders
and the Trustee (as holder of the Uncertificated Lower-Tier Interests).
(c) In the event that the Servicer receives notice of any Policy
Termination Event, the Servicer shall provide written notice of such Policy
Termination Event to the Trustee and the Rating Agencies and redress such Policy
Termination Event in accordance with the Servicing Standard. Any legal fees
incurred in connection with a resolution of a Policy Termination Event shall be
paid by the Servicer and shall be reimbursable to it from the borrower or other
responsible party, and if not recoverable, then shall be an expense of the Trust
Fund.
(d) The Servicer shall not agree to any amendment of a Lease
Enhancement Policy or Residual Value Policy unless it shall have received (A)
written confirmation from the Rating Agencies that such amendment will not cause
the downgrade, withdrawal or qualification of the then current ratings of the
Certificates and (B) an Opinion of Counsel that such amendment will not cause a
"significant modification" of the related Mortgage Loan within the meaning of
Treasury Regulations Section 1.860G-2(b).
(e) On each P&I Advance Date, the Servicer will deliver to the
Trustee and the Paying Agent a report stating with respect to each credit tenant
and any guarantor as of a date no earlier than three Business Days prior to such
Determination Date: (i) the long term unsecured debt rating by the Rating
Agencies for each credit tenant and any guarantor as of the Closing Date and as
of the date of such report (or, if such long term unsecured debt ratings are not
publicly available ratings, such publicly available ratings as are indicated on
the related report) (ii) all publicly available ratings for such credit tenant
or guarantor included in the report prepared pursuant to this Section for the
immediately preceding Determination Date, and (iii) whether such tenant or
guarantor has been placed on a credit watch by the Rating Agencies. On each
Distribution Date, the Paying Agent shall deliver such report to the Rating
Agencies.
[End of Section III]
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Distributions.
(a) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, the Paying Agent shall transfer
the Lower-Tier Distribution Amount from the Lower-Tier Distribution Account to
the Upper-Tier Distribution Account in the amounts and priorities set forth in
Section 4.01(b) with respect to each class of Uncertificated Lower-Tier
Interests, and immediately thereafter, shall make distributions thereof from the
Upper-Tier Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any
distribution with respect to any succeeding priority:
(i) first, to the Holders of the Class A-1 Certificates, the
Class A-2 Certificates and the Class X Certificates, pro rata (based upon
their respective entitlements to interest for such Distribution Date), in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Classes of Certificates for such
Distribution Date;
(ii) second, (A) to the Holders of the Class A-1 Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount, until the outstanding Certificate Balance
of such Class has been reduced to zero and (B) after the Certificate
Balance of the Class A-1 Certificates has been reduced to zero, to the
Holders of the Class A-2 Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A-1 Certificates on such Distribution Date), until the outstanding
Certificate Balance of such Class has been reduced to zero;
(iii) third, to the Holders of the Class A-1 Certificates and
the Class A-2 Certificates pro rata (based upon the aggregate unreimbursed
Collateral Support Deficit allocated to each such Class), until all
amounts of Collateral Support Deficit previously allocated to such
Classes, but not previously reimbursed, have been reimbursed in full;
(iv) fourth, to the Holders of the Class B Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(v) fifth, after the Certificate Balances of the Class A
Certificates have been reduced to zero, to the Holders of the Class B
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates
on such Distribution Date), until the outstanding Certificate Balance of
the Class B Certificates has been reduced to zero;
(vi) sixth, to the Holders of the Class B Certificates, until
all amounts of Collateral Support Deficit previously allocated to the
Class B Certificates, but not previously reimbursed, have been reimbursed
in full;
(vii) seventh, to the Holders of the Class C Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(viii) eighth, after the Certificate Balances of the Class A
and Class B Certificates have been reduced to zero, to the Holders of the
Class C Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A and Class B
Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class C Certificates has been reduced to zero;
(ix) ninth, to the Holders of the Class C Certificates, until
all amounts of Collateral Support Deficit previously allocated to the
Class C Certificates, but not previously reimbursed, have been reimbursed
in full;
(x) tenth, to the Holders of the Class D Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xi) eleventh, after the Certificate Balances of the Class A,
Class B and Class C Certificates have been reduced to zero, to the Holders
of the Class D Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class
A, Class B and Class C Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class D Certificates has been
reduced to zero;
(xii) twelfth, to the Holders of the Class D Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class D Certificates, but not previously reimbursed, have been
reimbursed in full;
(xiii) thirteenth, to the Holders of the Class E Certificates,
in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xiv) fourteenth, after the Certificate Balances of the Class
A, Class B, Class C and Class D Certificates have been reduced to zero, to
the Holders of the Class E Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A, Class B, Class C and Class D Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class E
Certificates has been reduced to zero;
(xv) fifteenth, to the Holders of the Class E Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class E Certificates, but not previously reimbursed, have been
reimbursed in full;
(xvi) sixteenth, to the Holders of the Class F Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xvii) seventeenth, after the Certificate Balances of the Class
A, Class B, Class C, Class D and Class E Certificates have been reduced to
zero, to the Holders of the Class F Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in
respect of the Class A, Class B, Class C, Class D and Class E Certificates
on such Distribution Date), until the outstanding Certificate Balance of
the Class F Certificates has been reduced to zero;
(xviii)eighteenth, to the Holders of the Class F Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class F Certificates, but not previously reimbursed, have been
reimbursed in full;
(xix) nineteenth, to the Holders of the Class G Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xx) twentieth, after the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E and Class F Certificates have been
reduced to zero, to the Holders of the Class G Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A, Class B, Class C, Class D, Class
E and Class F Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class G Certificates has been
reduced to zero;
(xxi) twenty-first, to the Holders of the Class G Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class G Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxii) twenty-second, to the Holders of the Class H
Certificates in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Class of
Certificates for such Distribution Date;
(xxiii)twenty-third, after the Certificate Balances of the
Class A, Class B, Class C, Class D, Class E, Class F and Class G
Certificates have been reduced to zero, to the Holders of the Class H
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A, Class B,
Class C, Class D, Class E, Class F and Class G Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class
H Certificates has been reduced to zero;
(xxiv) twenty-fourth, to the Holders of the Class H
Certificates, until all amounts of Collateral Support Deficit previously
allocated to the Class H Certificates, but not previously reimbursed, have
been reimbursed in full;
(xxv) twenty-fifth, to the Holders of the Class I Certificates
in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxvi) twenty-sixth, after the Certificate Balances of the
Class A, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates have been reduced to zero, to the Holders of the Class I
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A, Class B,
Class C, Class D, Class E, Class F, Class G and Class H Certificates on
such Distribution Date), until the outstanding Certificate Balance of the
Class I Certificates has been reduced to zero;
(xxvii)twenty-seventh, to the Holders of the Class I
Certificates, until all amounts of Collateral Support Deficit previously
allocated to the Class I Certificates, but not previously reimbursed, have
been reimbursed in full;
(xxviii) twenty-eighth, to the Holders of the Class J
Certificates in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Class of
Certificates for such Distribution Date;
(xxix) twenty-ninth, after the Certificate Balances of the
Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and
Class I Certificates have been reduced to zero, to the Holders of the
Class J Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A, Class B,
Class C, Class D, Class E, Class F, Class G, Class H and Class I
Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class J Certificates has been reduced to zero;
(xxx) thirtieth, to the Holders of the Class J Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class J Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxxi) thirty-first, to the Holders of the Class K Certificates
in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxxii)thirty-second, after the Certificate Balances of the
Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class I and Class J Certificates have been reduced to zero, to the Holders
of the Class K Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class
A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I
and Class J Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class K Certificates has been reduced to zero;
(xxxiii) thirty-third, to the Holders of the Class K
Certificates, until all amounts of Collateral Support Deficit previously
allocated to the Class K Certificates, but not previously reimbursed, have
been reimbursed in full;
(xxxiv)thirty-fourth, to the Holders of the Class L
Certificates in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Class of
Certificates for such Distribution Date;
(xxxv) thirty-fifth, after the Certificate Balances of the
Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class I, Class J and Class K Certificates have been reduced to zero, to
the Holders of the Class L Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class I, Class J and Class K Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class L Certificates has
been reduced to zero;
(xxxvi)thirty-sixth, to the Holders of the Class L
Certificates, until all amounts of Collateral Support Deficit previously
allocated to the Class L Certificates, but not previously reimbursed, have
been reimbursed in full;
(xxxvii) thirty-seventh, to the Holders of the Class M
Certificates in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Class of
Certificates for such Distribution Date;
(xxxviii) thirty-eighth, after the Certificate Balances of the
Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class I, Class J, Class K and Class L Certificates have been reduced to
zero, to the Holders of the Class M Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in
respect of the Class A, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class I, Class J, Class K and Class L Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class
M Certificates has been reduced to zero;
(xxxix)thirty-ninth, to the Holders of the Class M
Certificates, until all amounts of Collateral Support Deficit previously
allocated to the Class M Certificates, but not previously reimbursed, have
been reimbursed in full; and
(xl) fortieth, to the Holders of the Class R Certificates, the
amount, if any, of the Available Distribution Amount remaining in the
Upper-Tier Distribution Account with respect to such Distribution Date.
(b) On each Distribution Date, each Uncertificated Lower-Tier
Interest shall receive distributions in respect of principal or reimbursement of
Collateral Support Deficit in an amount equal to the amount of principal or
reimbursement of Collateral Support Deficit actually distributable to its
respective Related Certificates as provided in Sections 4.01(a) and (c). On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of interest in an amount equal to the Interest
Distribution Amount in respect of its Related Certificates and its related
Component of the Class X Certificates, in each case to the extent actually
distributable thereon as provided in Section 4.01(a). For this purpose, interest
distributed on the Class X Certificates shall be treated as having been paid to
the Components pro rata. Such amounts distributed to the Uncertificated
Lower-Tier Interests in respect of principal and interest with respect to any
Distribution Date are referred to herein collectively as the "Lower-Tier
Distribution Amount," and shall be made by the Paying Agent by depositing such
Lower-Tier Distribution Amount in the Upper-Tier Distribution Account.
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Certificate Balance of the Related Certificates
with respect thereto. The initial principal balance of each Uncertificated
Lower-Tier Interest equals the respective Original Lower-Tier Principal Amount.
The pass-through rate with respect to each Uncertificated Lower-Tier Interest
will be the rate per annum set forth in the Preliminary Statement hereto.
Any amount that remains in the Lower-Tier Distribution Account on
each Distribution Date after distribution of the Lower-Tier Distribution Amount
shall be distributed to the Holders of the Class LR Certificates (but only to
the extent of the Available Distribution Amount for such Distribution Date
remaining in the Lower-Tier Distribution Account, if any).
(c) On and after the Distribution Date on which the Certificate
Balances of the Subordinate Certificates have all been reduced to zero (without
regard to any amounts of Collateral Support Deficit remaining unreimbursed), the
Principal Distribution Amount will be distributed, pro rata (based upon
Certificate Balances), among the Class A Certificates without regard to the
priorities set forth in Section 4.01(a)(ii).
(d) On each Distribution Date, the Paying Agent shall withdraw from
the Lower-Tier Distribution Account an aggregate amount equal to all Prepayment
Premiums and Yield Maintenance Charges actually collected on the Mortgage Loans
or any REO Loans during the related Due Period and shall distribute such amount
in respect of the Class LA-1 Uncertificated Interest by depositing such amount
in the Upper-Tier Distribution Account (notwithstanding that all principal and
interest distributable with respect to the Class LA-1 Uncertificated Interest
has been paid in full).
(e) On each Distribution Date, until the Certificate Balances of the
Class A, Class B, Class C, Class D, Class E and Class F Certificates have each
been reduced to zero, the Paying Agent shall withdraw any amounts on deposit in
the Upper-Tier Distribution Account that represent Prepayment Premiums actually
collected on Mortgage Loans or REO Loans during the related Due Period and
remitted in respect of the Class LA-1 Uncertificated Interest pursuant to
Section 4.01(d), and shall distribute to each of the Class A, Class B, Class C,
Class D, Class E and Class F Certificates, for each such Class an amount equal
to the product of (a) a fraction, the numerator of which is the amount of
principal distributed with respect to such Class pursuant to Section 4.01(a) on
such Distribution Date, and the denominator of which is the total amount of
principal distributed to all Classes of Certificates pursuant to Section 4.01(a)
on such Distribution Date, (b) 25% and (c) the total amount of Prepayment
Premiums collected during the related Due Period. Any Prepayment Premiums
received during the related Due Period with respect to such Mortgage Loans or
REO Loans and remitted in respect of the Class LA-1 Uncertificated Interest
pursuant to Section 4.01(d), remaining after such distributions shall be
distributed on the Class X Certificates.
On each Distribution Date, until the Certificate Balances of the
Class A, Class B, Class C, Class D, Class E and Class F Certificates have each
been reduced to zero, the Paying Agent shall withdraw any amounts on deposit in
the Upper-Tier Distribution Account that represent Yield Maintenance Charges
actually collected on Mortgage Loans or REO Loans during the related Due Period
and remitted in respect of the Class LA-1 Uncertificated Interest pursuant to
Section 4.01(d), and shall distribute to each of the Class A, Class B, Class C,
Class D, Class E and Class F Certificates, for each such Class an amount equal
to the product of (a) a fraction, the numerator of which is the amount of
principal distributed with respect to such Class pursuant to Section 4.01(a) on
such Distribution Date, and the denominator of which is the total amount of
principal distributed to all Classes of Certificates pursuant to Section 4.01(a)
on such Distribution Date, (b) the Base Interest Fraction for the related
principal prepayment and such Class of Certificates and (c) the aggregate amount
of Yield Maintenance Charges collected on such principal prepayment during the
related Due Period. Any Yield Maintenance Charges received during the related
Due Period with respect to such Mortgage Loans and remitted in respect of the
Class LA-1 Uncertificated Interest pursuant to Section 4.01(d) remaining after
such distributions shall be distributed on the Class X Certificates.
Following the reduction of the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E and Class F Certificates to zero, the Paying
Agent shall distribute 100% of any Yield Maintenance Charges and Prepayment
Premiums actually received during the related Due Period with respect to such
Mortgage Loans and remitted in respect of the Class LA-1 Uncertificated Interest
pursuant to Section 4.01(d), to the Class X Certificates.
(f) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(g), 4.01(h) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of the respective Class of record at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee and the Paying Agent with
wiring instructions no less than 5 Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates) and is the registered owner of
Certificates with an aggregate initial Certificate Balance or Notional Amount,
as applicable, of at least $5,000,000, or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register. The
final distribution on each Certificate (determined without regard to any
possible future reimbursement of Collateral Support Deficit previously allocated
to such Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.
Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Paying Agent, the
Trustee, the Certificate Registrar, the Depositor, the Servicer, the Special
Servicer, the Underwriters or the Placement Agents shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.
(g) Except as otherwise provided in Section 9.01, whenever the
Paying Agent expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Collateral Support Deficit previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Paying Agent
shall, no later than the related P&I Advance Determination Date, mail to each
Holder on such date of such Class of Certificates a notice to the effect that:
(i) the Paying Agent expects that the final distribution with
respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and surrender of such Certificates at the
offices of the Certificate Registrar or such other location therein
specified; and
(ii) no interest shall accrue on such Certificates from and
after such Distribution Date.
Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee or the Paying Agent as a result of
such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(g).
(h) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on
the relevant Distribution Date; provided, that all distributions in
reimbursement of Collateral Support Deficit previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that
surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the
Certificate Register. Notice of any such distribution to a prior Holder shall be
made in accordance with Section 11.05 at such last address. The amount of the
distribution to each such prior Holder shall be based upon the aggregate
Percentage Interest evidenced by the Certificates surrendered thereby. If the
check mailed to any such prior Holder is returned uncashed, then the amount
thereof shall be set aside and held uninvested in trust for the benefit of such
prior Holder, and the Paying Agent shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(g) as if such Holder had failed to
surrender its Certificates.
(i) On each Distribution Date, any Excess Interest received with
respect to the Mortgage Loans during the related Collection Period shall be
distributed to the holders of the Class A-1, Class A-2, Class B, Class C, Class
D, Class E and Class F Certificates, on a pro rata basis in accordance with the
respective initial Certificate Balances of those Classes of Certificates.
Section 4.02 Statements to Certificateholders; Collection Reports.
(a) On each Distribution Date, the Trustee shall forward or make
available to all of the Holders of each Class of Certificates, the Underwriters,
the Placement Agents, the Servicer, the Special Servicer and a certain financial
market publisher (which initially shall be Bloomberg, L.P.,) a statement
(substantially in the form set forth as Exhibit H hereto and based on the
information supplied to the Trustee in the related Collection Report) as to the
distributions made on such Distribution Date (each, a "Statement to
Certificateholders") setting forth:
(i) the amount of the distribution on such Distribution Date to
the Holders of such Class of Certificates in reduction of the Certificate
Balance thereof;
(ii) the amount of the distribution on such Distribution Date
to the Holders of such Class of Certificates allocable to Distributable
Certificate Interest;
(iii) the aggregate amount of Advances made during the period
from but not including the previous Distribution Date to and including
such Distribution Date;
(iv) the aggregate amount of compensation paid to the Trustee
and servicing compensation paid to the Servicer and the Special Servicer
during the Due Period for such Distribution Date;
(v) the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Loans outstanding immediately before and immediately
after such Distribution Date;
(vi) the number of loans, their aggregate principal balance,
weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans as of the end of the related Due Period for
such Distribution Date;
(vii) the number and aggregate principal balance of Mortgage
Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days or more and (D) current but specially serviced or in foreclosure
but not REO Property;
(viii) the value of any REO Property included in the Trust Fund
as of the end of the related Due Period for such Distribution Date, based
on the most recent Appraisal or valuation;
(ix) the Available Distribution Amount for such
Distribution Date;
(x) the Accrued Certificate Interest in respect of such Class
of Certificates for such Distribution Date, separately identifying any
Certificate Deferred Interest for such Distribution Date allocated to such
Class of Certificates;
(xi) the amount of the distribution on such Distribution Date
to the Holders of such Class of Certificates allocable to (A) Prepayment
Premiums, (B) Yield Maintenance Charges and (C) Excess
Interest;
(xii) the Pass-Through Rate for such Class of Certificates for
such Distribution Date and the next succeeding Distribution Date;
(xiii) the Scheduled Principal Distribution Amount and the
Unscheduled Principal Distribution Amount for such Distribution Date;
(xiv) the Certificate Balance or Notional Amount, as the case
may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein
as a result of the allocation of any Collateral Support Deficit on such
Distribution Date and the aggregate amount of all reductions as a result
of allocations of Collateral Support Deficits to date;
(xv) the Certificate Factor for each Class of Regular
Certificates immediately following such Distribution Date;
(xvi) the amount of any Appraisal Reductions effected in
connection with such Distribution Date on a loan-by-loan basis, the total
Appraisal Reduction effected in connection with such Distribution Date and
the total Appraisal Reduction Amounts as of such Distribution Date;
(xvii) the number and related Stated Principal Balance of any
Mortgage Loans extended or modified during the related Due Period;
(xviii) the amount of any remaining Class Unpaid Interest
Shortfall for such Class as of such Distribution Date;
(xix) a loan-by-loan listing of each Mortgage Loan which was
the subject of a Principal Prepayment during the related Due Period and
the amount and the type of Principal Prepayment occurring;
(xx) a loan-by-loan listing of each Mortgage Loan which was
defeased during the related Due Period;
(xxi) all deposits into, withdrawals from, and the balance of
the Interest Reserve Account on the P&I Advance Date;
(xxii) in the case of the Residual Certificates, the amount of
any distributions on such Certificates pursuant to Sections 4.01(a) and
(b);
(xxiii)the amount of the distribution on such Distribution Date
to the Holders of such Class of Certificates in reimbursement of
previously allocated Collateral Support Deficit;
(xxiv) the aggregate unpaid principal balance of the Mortgage
Loans outstanding as of the close of business on the related Determination
Date:
(xxv) with respect to any Mortgage Loan as to which a
Liquidation Event occurred during the related Due Period (other than a
payment in full), (A) the loan number thereof, (B) the aggregate of all
Liquidation Proceeds and other amounts received in connection with such
Liquidation Event (separately identifying the portion thereof allocable to
distributions on the Certificates), and (C) the amount of any Collateral
Support Deficit in connection with such Liquidation Event;
(xxvi) with respect to any REO Property included in the Trust
Fund as to which a Final Recovery Determination was made during the
related Collection Period, (A) the loan number of the related Mortgage
Loan, (B) the aggregate of all Liquidation Proceeds and other amounts
received in connection with such Final Recovery Determination (separately
identifying the portion thereof allocable to distributions on the
Certificates), and (C) the amount of any Collateral Support Deficit in
respect of the related REO Loan in connection with such Final Recovery
Determination;
(xxvii) the aggregate amount of interest on P&I Advances paid
to the Servicer and the Trustee since the preceding Distribution Date;
(xxviii) the aggregate amount of interest on Servicing
Advances paid to the Servicer, the Trustee and the Special Servicer;
(xxix) the original and then current credit support levels for
each Class of Certificates;
(xxx) the original and then current ratings for each Class of
Regular Certificates.
In the case of information furnished pursuant to clauses (i), (ii),
(xi), (xvi) and (xviii) above, the amounts shall be expressed as a dollar amount
in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.
Within a reasonable period of time after the end of each calendar
year, the Paying Agent shall furnish to the Trustee and each Person who at any
time during the calendar year was a Holder of a Certificate, a statement
containing the information set forth in clauses (i), (ii) and (xi) above as to
the applicable Class, aggregated for such calendar year or applicable portion
thereof during which such person was a Certificateholder, together with such
other information as the Paying Agent deems necessary or desirable, or that a
Certificateholder or Certificate Owner reasonably requests, to enable
Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Paying Agent shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Paying
Agent pursuant to any requirements of the Code as from time to time are in
force.
On each Distribution Date, the Paying Agent shall forward to the
Depositor, to each Rating Agency, to each Holder of a Residual Certificate, to
the Servicer, to the Special Servicer, to the Trustee, to an agent designated by
the Directing Certificateholder (such agent shall initially be Bloomberg, L.P.)
and to any other party that the Depositor may designate, a copy of the Statement
to Certificateholders forwarded to the Holders of the Regular Certificates on
such Distribution Date.
The Trustee shall make available the Statement to Certificateholders
through its Corporate Trust home page on the internet. The Trustee hereby
acknowledges and agrees that its Corporate Trust home page as of the date hereof
is located at "corporatetrust.statestreet.com" on the world wide web and that
access to the Statement to Certificateholders is available by selecting the
"Investor Information & Reporting" button and selecting the appropriate
transaction. In addition, if the Depositor so directs the Trustee, and on terms
acceptable to the Trustee, the Trustee shall make certain other information and
reports related to the Mortgage Loans available through its Corporate Trust home
page.
(b) With respect to each Distribution Date, the Servicer shall
furnish to the Paying Agent, Trustee, the Depositor, the Special Servicer and
each Rating Agency an accurate and complete Collection Report no later than the
Business Day immediately following the related P&I Advance Determination Date,
in each case containing the following information:
(i) the information to be provided to Certificateholders on
such Distribution Date pursuant to clauses (iii) through (viii), (xvi),
(xvii), (xix), (xx) and (xxiii) through (xxx) of Section 4.02(a); and
(ii) such other information in the Servicer's possession
regarding the Mortgage Loans and any REO Properties as the Paying Agent or
the Trustee may reasonably request to perform their respective duties
hereunder or that any Rating Agency requests.
The Collection Report may be in the form of more than one report (if
necessary and appropriate), and shall be provided by the Servicer to the Special
Servicer, the Paying Agent and the Trustee in CSSA format. None of the Paying
Agent, the Trustee or the Depositor shall have any obligation to recompute,
verify or recalculate the information provided thereto by the Servicer in the
Collection Report. Unless the Paying Agent has actual knowledge that any
Collection Report contains erroneous information, the Paying Agent is authorized
to rely thereon in calculating and making distributions to Certificateholders in
accordance with Section 4.01, preparing the statements to Certificateholders
required by Section 4.02(a) and allocating Collateral Support Deficit to the
Certificates in accordance with Section 4.04.
(c) As soon as reasonably practicable, upon the written request of
any Certificateholder, the Certificate Registrar shall provide the requesting
Certificateholder with such information that is in the Certificate Registrar's
possession or can reasonably be obtained by the Paying Agent or the Trustee as
is requested by such Certificateholder, for purposes of satisfying applicable
reporting requirements under Rule 144A under the Securities Act. Neither the
Certificate Registrar, the Paying Agent nor the Trustee shall have any
responsibility for the sufficiency under Rule 144A or any other securities laws
of any available information so furnished to any person including any
prospective purchaser of a Certificate or any interest therein, nor for the
content or accuracy of any information so furnished which was prepared or
delivered to them by another. In addition, pursuant to Section 8.12(b), the
Paying Agent shall provide a financial market publisher (which shall initially
be Bloomberg, L.P.) certain current information with respect to the Mortgaged
Properties as set forth on Schedule I hereto.
(d) The Servicer, the Paying Agent and the Special Servicer agree to
provide the Depositor with such information in a timely fashion as may be
requested by the Depositor in order that the Depositor may file with the
Commission, in respect of the Trust Fund, the Uncertificated Lower-Tier
Interests and the Certificates, copies of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
(including Statement to Certificateholders issued pursuant to Section 4.02(a) by
means of a Current Report on Form 8-K and an Annual Report on Form 10-K). The
Paying Agent shall, in connection with such Exchange Act reporting, send to the
Depositor each Statement to Certificateholders in Excel format.
Section 4.03 P&I Advances.
(a) On or before 12:30 p.m., New York City time, on each P&I Advance
Date, the Servicer shall either (i) deposit into the Distribution Account from
its own funds an amount equal to the aggregate amount of P&I Advances, if any,
to be made in respect of the related Distribution Date, (ii) apply amounts held
in the Certificate Account for future distribution to Certificateholders in
subsequent months in discharge of any such obligation to make P&I Advances or
(iii) make P&I Advances in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made. Any amounts held in the
Certificate Account for future distribution and so used to make P&I Advances
shall be appropriately reflected in the Servicer's records and replaced by the
Servicer by deposit in the Certificate Account on or before the next succeeding
P&I Advance Determination Date (to the extent not previously replaced through
the deposit of Late Collections of the delinquent principal and/or interest in
respect of which such P&I Advances were made). The Servicer shall notify the
Trustee by a certificate of the Servicing Officer of (i) the aggregate amount of
P&I Advances for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances for such Distribution Date, on or before 3 Business Days prior to
such Distribution Date. If the Servicer fails to make a required P&I Advance by
12:30 p.m., New York City time, on any P&I Advance Date, an Event of Default as
set forth in clause (a)(i) of Section 7.01 shall occur and the Trustee shall
make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on
the related Distribution Date, unless the Servicer shall have cured such failure
by 10:00 a.m. on such Distribution Date. In the event that the Servicer fails to
make a required P&I Advance hereunder, the Paying Agent shall notify the Trustee
of such circumstances by 1:00 p.m. (New York City time) on the related P&I
Advance Date.
(b) Subject to Section 4.03(c) and (e) below, the aggregate amount
of P&I Advances to be made by the Servicer with respect to any Distribution Date
shall equal the aggregate of: (i) all Periodic Payments (in each case, net of
related Servicing Fees) other than Balloon Payments, that were due during the
related Due Period and delinquent as of the close of business on the Business
Day preceding the related P&I Advance Date (or not advanced by the Servicer or
any Sub-Servicer on behalf of the Servicer) and (ii) with respect to each
Mortgage Loan as to which the related Balloon Payment was due during or prior to
the related Due Period and was delinquent as of the end of the related Due
Period (including any REO Loan as to which the Balloon Payment would have been
past due), an amount equal to the Assumed Scheduled Payment therefor. With
respect to each Semi-Annual Loan, the Servicer shall make a P&I Advance each
month (other than any month in which its Due Date occurs) in an amount equal to
one-sixth of the interest portion of the Periodic Payment due on such Mortgage
Loan (net of Servicing Fees) and shall be entitled to reimbursement for such
advances from the following Periodic Payment or, if not recoverable from such
Periodic Payment on the following Due Date (net of Servicing Fees), then from
general collections. No interest shall accrue on P&I Advances made in respect of
any Semi-Annual Loan unless and until the related Periodic Payment is not
collected on the applicable Due Date (including any applicable grace period).
Subject to subsection (c) below, the obligation of the Servicer to make such P&I
Advances is mandatory, and with respect to any Mortgage Loan or REO Loan, shall
continue until the Distribution Date on which the proceeds, if any, received in
connection with a Liquidation Event with respect thereto are to be distributed.
(c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance.
(d) In connection with the recovery of any P&I Advance out of the
Certificate Account pursuant to Section 3.05(a), the Servicer shall be entitled
to pay itself or the Trustee and as the case may be (in reverse of such order
with respect to any Mortgage Loan), out of any amounts then on deposit in the
Certificate Account, interest at the Reimbursement Rate in effect from time to
time, accrued on the amount of such P&I Advance from the date made to but not
including the date of reimbursement. The Servicer shall reimburse itself or the
Trustee, as the case may be, for any outstanding P&I Advance as soon as
practicably possible after funds available for such purpose are deposited in the
Certificate Account.
(e) Notwithstanding the foregoing, (i) neither the Servicer nor the
Trustee shall be required to make an advance for Excess Interest, Penalty
Charges, Prepayment Premiums or Yield Maintenance Charges and (ii) the amount
required to be advanced in respect of delinquent Periodic Payments or Assumed
Scheduled Payments on Mortgage Loans that have been subject to an Appraisal
Reduction Event will equal, with respect to any Distribution Date and any
Mortgage Loan, the amount that would be required to be advanced by the Servicer
without giving effect to the Appraisal Reduction less any Appraisal Reduction
Amount with respect to such Mortgage Loan for such Distribution Date.
Section 4.04 Allocation of Collateral Support Deficit.
(a) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to Section 4.01 and the
allocation of Certificate Deferred Interest pursuant to Section 4.06, the Paying
Agent shall calculate the amount, if any, by which (i) the aggregate Stated
Principal Balance of the Mortgage Loans and any REO Loans expected to be
outstanding immediately following such Distribution Date, is less than (ii) the
then aggregate Certificate Balance of the Regular Certificates after giving
effect to distributions of principal on such Distribution Date and the
allocation of Certificate Deferred Interest pursuant to Section 4.06 (any such
deficit, the "Collateral Support Deficit"). Any allocation of Collateral Support
Deficit to a Class of Regular Certificates shall be made by reducing the
Certificate Balance thereof by the amount so allocated. Any Collateral Support
Deficit allocated to a Class of Regular Certificates shall be allocated among
the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. The allocation of Collateral Support Deficit shall
constitute an allocation of losses and other shortfalls experienced by the Trust
Fund. Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the Class of Certificates in
respect of which any such reimbursement is made.
(b) On each Distribution Date, the Certificate Balances of the
Regular Certificates will be reduced without distribution as a write-off to the
extent of any Collateral Support Deficit, if any, allocable to such Certificates
with respect to such Distribution Date. Any such write-off shall be allocated
among the respective Certificates as follows: first, to the Class M
Certificates; second, to the Class L Certificates; third, to the Class K
Certificates; fourth, to the Class J Certificates; fifth, to the Class I
Certificates; sixth, to the Class H Certificates; seventh, to the Class G
Certificates; eighth, to the Class F Certificates; ninth, to the Class E
Certificates; tenth, to the Class D Certificates; eleventh, to the Class C
Certificates; twelfth, to the Class B Certificates, in each case, until the
remaining Certificate Balance of each such Class of Certificates has been
reduced to zero and thirteenth, to the Class A-1 Certificates and the Class A-2
Certificates pro rata (based upon Certificate Balance), until the remaining
Certificate Balances of such Classes of Certificates have been reduced to zero.
(c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates pursuant to Section 4.04(b) with
respect to such Distribution Date shall reduce the Lower-Tier Principal Amount
of the Related Uncertificated Lower-Tier Interest with respect thereto as a
write-off.
Section 4.05 Appraisal Reductions.
The aggregate Appraisal Reduction will be allocated by the Trustee
on each Distribution Date, only for purposes of determining Voting Rights and
the amount of P&I Advances with respect to the related Mortgage Loan, to the
Certificate Balance of the Class M, Class L, Class K, Class J, Class I, Class H,
Class G, Class F, Class E, Class D, Class C and Class B Certificates, in that
order, up to the amount of their respective Certificate Balances. On any
Distribution Date, an Appraisal Reduction that otherwise would be allocated to a
Class of Certificates will be allocated to the next most subordinate Class to
the extent that the Certificate Balance on such Distribution Date for such Class
of Certificates (prior to taking the Appraisal Reduction into account) is less
than the Appraisal Reduction for such Distribution Date.
Section 4.06 Certificate Deferred Interest.
(a) On each Distribution Date, the amount of interest distributable
to a Class of Certificates (other than the Class X Certificates) shall be
reduced by an amount equal to the amount of Mortgage Deferred Interest for all
Mortgage Loans for the Due Dates occurring in the related Due Period allocated
to such Class of Certificates, such Mortgage Deferred Interest to be allocated
first to the Class M Certificates, second to the Class L Certificates, third to
the Class K Certificates, fourth to the Class J Certificates, fifth to the Class
I Certificates, sixth to the Class H Certificates, seventh to the Class G
Certificates, eighth to the Class F Certificates; ninth to the Class E
Certificates, tenth to the Class D Certificates; eleventh to the Class C
Certificates; twelfth to the Class B Certificates, and thirteenth, pro rata
(based upon Accrued Certificate Interest), to the Class A-1 and Class A-2
Certificates, in each case up to the respective Accrued Certificate Interest for
each such Class of Certificates for such Distribution Date.
(b) On each Distribution Date, the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class I, Class J, Class K, Class L and Class M Certificates shall be increased
by the amount of the Certificate Deferred Interest allocated to such Class of
Certificates on such Distribution Date pursuant to Section 4.06(a) above.
(c) With respect to any Distribution Date, any Certificate Deferred
Interest with respect to such Distribution Date allocated pursuant to Section
4.06(a) to a Class of Certificates shall be allocated in reduction of the amount
of interest distributable to the Related Uncertificated Lower-Tier Interest with
respect thereto. On each Distribution Date, to the extent provided in Section
4.06(b), Certificate Deferred Interest will be added to the Lower-Tier Principal
Amount of the Uncertificated Lower-Tier Interests in the same manner as the
interest thereon was reduced pursuant to the preceding sentence.
Section 4.07 Grantor Trust Reporting.
The parties intend that proceeds from the Excess Interest and the
Excess Interest Distribution Account shall be treated so as to qualify as a
"grantor trust" under the Code, and the provisions thereof shall be interpreted
consistently with this intention. In furtherance of such intention, the Paying
Agent shall furnish or cause to be furnished to the Certificateholders and shall
file or cause to be filed with the Internal Revenue Service together with Form
1041 or such other form as may be applicable to the Holders of the Class A-1,
Class A-2, Class B, Class C, Class D, Class E and Class F Certificates entitled
to income with respect to their allocable share of Excess Interest at the time
or times and in the manner required by the Code.
[End of Article IV]
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-17. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Regular Certificates shall
initially be held and transferred through the book-entry facilities of the
Depository. The Class R and Class LR Certificates will each be issuable in one
or more registered, definitive physical certificates (each, a "Definitive
Certificate") substantially in the form of Certificates of each Class and with
such applicable legends as are set forth in the Exhibits hereto corresponding to
such Class. Each Certificate will share ratably in all rights of the related
Class. The Class X Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $1,000,000 and in
integral multiples of $1,000 in excess thereof. The Offered Certificates (other
than the Class X Certificates) will be issuable only in minimum Denominations of
authorized initial Certificate Balance of not less than $10,000, and in integral
multiples of $1,000 in excess thereof. The Non-Registered Certificates (other
than the Residual Certificates) will be issuable in minimum Denominations of
authorized initial Certificate Balance of not less than $250,000, and in
integral multiples of $1,000 in excess thereof. If the Original Certificate
Balance or initial Notional Amount, as applicable, of any Class does not equal
an integral multiple of $1,000, then a single additional Certificate of such
Class may be issued in a minimum denomination of authorized initial Certificate
Balance or initial Notional Amount, as applicable, that includes the excess of
(i) the Original Certificate Balance or initial Notional Amount, as applicable,
of such Class over (ii) the largest integral multiple of $1,000 that does not
exceed such amount. The Class R and Class LR Certificates will be issuable only
in one or more Definitive Certificates in denominations representing Percentage
Interests of not less than 20%. With respect to any Certificate or any
beneficial interest in a Certificate, the "Denomination" thereof shall be (i)
the amount (a) set forth on the face thereof or, (b) set forth on a schedule
attached thereto or (c) in the case of any beneficial interest in a Book-Entry
Certificate, the interest of the related Certificate Owner in the applicable
Class of Certificates as reflected on the books and records of the Depository or
related Participants, as applicable, (ii) expressed in terms of initial
Certificate Balance or initial Notional Amount, as applicable, and (iii) be in
an authorized denomination, as set forth above. The Book-Entry Certificates will
be issued as one or more certificates registered in the name of a nominee
designated by the Depository, and Certificate Owners will hold interests in the
Book-Entry Certificates through the book-entry facilities of the Depository in
the minimum Denominations and aggregate Denominations as set forth in the above.
No Certificate Owner of a Book-Entry Certificate of any Class thereof will be
entitled to receive a Definitive Certificate representing its interest in such
Class, except as provided in Section 5.03 herein. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates,
beneficial ownership interests in such Class of Certificates will be maintained
and transferred on the book-entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of
Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures and,
except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in
accordance with the Depository's procedures.
(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized officer.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the authorized officers of the Certificate Registrar shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. The Trustee is
hereby initially appointed Authenticating Agent with power to act on the
Trustee's behalf in the authentication and delivery of the Certificates in
connection with transfers and exchanges as herein provided. If the Trustee
resigns or is removed in accordance with the terms hereof, the successor trustee
shall immediately succeed to its predecessor's duties as Authenticating Agent.
(c) Any of the Certificates may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Agreement, as may be required to comply with any law or with
rules or regulations pursuant thereto, or with the rules of any securities
market in which the Certificates are admitted to trading, or to conform to
general usage.
Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed Certificate Registrar for the purpose
of registering Certificates and transfers and exchanges of Certificates as
herein provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Trustee, the Special Servicer and the Servicer,
any other bank or trust company to act as Certificate Registrar under such
conditions as the predecessor Certificate Registrar may prescribe, provided that
the predecessor Certificate Registrar shall not be relieved of any of its duties
or responsibilities hereunder by reason of such appointment. If the Trustee
resigns or is removed in accordance with the terms hereof, the successor trustee
shall immediately succeed to its predecessor's duties as Certificate Registrar.
The Depositor, the Servicer and the Special Servicer shall have the right to
inspect the Certificate Register or to obtain a copy thereof at all reasonable
times, and to rely conclusively upon a certificate of the Certificate Registrar
as to the information set forth in the Certificate Register. The names and
addresses of all Certificateholders and the names and addresses of the
transferees of any Certificates shall be registered in the Certificate Register;
provided, however, in no event shall the Certificate Registrar be required to
maintain in the Certificate Register the names of Certificate Owners. The Person
in whose name any Certificate is so registered shall be deemed and treated as
the sole owner and Holder thereof for all purposes of this Agreement and the
Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special
Servicer and any agent of any of them shall not be affected by any notice or
knowledge to the contrary. A Definitive Certificate is transferable or
exchangeable only upon the surrender of such Certificate to the Certificate
Registrar at its office maintained at the Corporate Trust Office (the "Registrar
Office") together with an assignment and transfer (executed by the Holder or his
duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c)
and (d), the Certificate Registrar shall execute and the Authenticating Agent
shall duly authenticate in the name of the designated transferee or transferees,
one or more new Certificates in Denominations of a like aggregate Denomination
as the Definitive Certificate being surrendered. Such Certificates shall be
delivered by the Certificate Registrar in accordance with Section 5.02(e). Each
Certificate surrendered for registration of transfer shall be canceled, and the
Certificate Registrar shall hold such canceled Certificates in accordance with
its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer (other than one by the
Depositor to an Affiliate thereof) is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then
either: (i) the Certificate Registrar shall require that the transferee deliver
to the Certificate Registrar an investment representation letter (the
"Investment Representation Letter") substantially in the form of Exhibit C
attached hereto, which Investment Representation Letter shall certify, among
other things, that the transferee is an institutional "accredited investor" as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act (an "Institutional Accredited Investor") or a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act (a "Qualified
Institutional Buyer"), and the Certificate Registrar may also require that the
transferee deliver to the Certificate Registrar an Opinion of Counsel if such
transferee is not a Qualified Institutional Buyer or (ii) if the certifications
described in the preceding clause (i) cannot be provided, (a) the Certificate
Registrar shall require an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar and the Depositor that such transfer may be made pursuant
to an exemption, describing the applicable exemption and the basis therefor,
from registration or qualification under the Securities Act, applicable state
securities laws and other relevant laws, which Opinion of Counsel shall not be
an expense of the Trust Fund, the Certificate Registrar, the Depositor or the
Trustee and (b) the Certificate Registrar shall require the transferor to
execute a certification in form and substance satisfactory to the Certificate
Registrar setting forth the facts surrounding such transfer; provided, however,
that a transfer of a Non-Registered Certificate of any such Class may be made to
a trust if the transferor provides to the Certificate Registrar and to the
Trustee a certification that interests in such trust may only be transferred
subject to requirements substantially to the effect set forth in this Section
5.02. The Certificate Registrar will furnish, or cause to be furnished, upon the
request of any Holder of Non-Registered Certificates, to a prospective purchaser
of such Non-Registered Certificates who is a Qualified Institutional Buyer, such
information as is specified in paragraph (d)(4) of Rule 144A with respect to the
Trust Fund, unless, at the time of such request, the entity with respect to
which such information is to be provided is subject to the reporting
requirements of Section 15(d) of the Exchange Act. None of the Depositor, the
Trustee, the Servicer or the Certificate Registrar is obligated to register or
qualify any Class of Non-Registered Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under this
Agreement to permit the transfer of any Non-Registered Certificate without
registration or qualification. Any Holder of a Non-Registered Certificate
desiring to effect such a transfer shall, and does hereby agree to, indemnify
the Depositor, the Trustee, the Servicer and the Certificate Registrar against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Unless the Certificate Registrar
determines otherwise in accordance with applicable law and the rules and
procedures of, or applicable to, the Depository (the "Depository Rules"),
transfers of a beneficial interest in a Book-Entry Certificate representing an
interest in a Non-Registered Certificate that is not rated in one of the top
four categories by a nationally recognized statistical rating organization to
(i) an Institutional Accredited Investor will require delivery in the form of a
Definitive Certificate and the Certificate Registrar shall register such
transfer only upon compliance with the foregoing provisions of this Section
5.02(b) or (ii) a Qualified Institutional Buyer may only be effectuated by means
of an "SRO Rule 144A System" approved for such purpose by the Commission.
Unless the Non-Registered Certificates have been registered under
the Securities Act, each of the Non-Registered Certificates shall bear a legend
substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) TO
AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501 (A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH
OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER
IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT
PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN
TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED
INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY
ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
(c) With respect to the Subordinate Certificates, no sale, transfer,
pledge or other disposition by any Holder of any such Certificate shall be made
unless the Certificate Registrar shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate
substantially in the form of Exhibit G attached hereto, to the effect that such
proposed purchaser or transferee is not (a) an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA or Section 4975 of the Code, or
a governmental plan (as defined in Section 3(32) of ERISA) subject to any
federal, state or local law ("Similar Law") which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a "Plan") or (b)
a person acting on behalf of or using the assets of any such Plan (including an
entity whose underlying assets include Plan assets by reason of investment in
the entity by such Plan and the application of Department of Labor Regulation
ss. 2510.3-101), other than an insurancE company using the assets of its general
account under circumstances whereby the purchase and holding of such
Certificates by such insurance company would be exempt from the prohibited
transaction provisions of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60 or (ii) if such Certificate is presented for registration in the
name of a purchaser or transferee that is any of the foregoing, an Opinion of
Counsel in form and substance satisfactory to the Certificate Registrar and the
Depositor to the effect that the acquisition and holding of such Certificate by
such purchaser or transferee will not result in the assets of the Trust Fund
being deemed to be "plan assets" and subject to the fiduciary responsibility
provisions of ERISA, the prohibited transaction provisions of the Code or the
provisions of any Similar Law, will not constitute or result in a "prohibited
transaction" within the meaning of ERISA, Section 4975 of the Code or any
Similar Law, and will not subject the Trustee, the Certificate Registrar, the
Servicer, the Special Servicer, the Paying Agent, the Underwriters, the
Placement Agents or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such
Similar Law) in addition to those set forth in the Agreement. The Certificate
Registrar shall not register the sale, transfer, pledge or other disposition of
any such Certificate unless the Certificate Registrar has received either the
representation letter described in clause (i) above or the Opinion of Counsel
described in clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the
Servicer, the Special Servicer, the Trustee, the Paying Agent, the Underwriters,
the Placement Agents, the Certificate Registrar or and the Trust Fund. Each
Certificate Owner of a Subordinate Certificate shall be deemed to represent that
it is not a Person specified in clauses (a) or (b) above. Any transfer, sale,
pledge or other disposition of any such Certificates that would constitute or
result in a prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law, or would otherwise violate the provisions of this Section 5.02(c)
shall be deemed absolutely null and void ab initio, to the extent permitted
under applicable law.
So long as any of the Class of Certificates remains outstanding, the
Servicer will make available, or cause to be made available, upon request, to
any Holder and any Person to whom any such Certificate of any such Class of
Certificates may be offered or sold, transferred, pledged or otherwise disposed
of by such Holder, information with respect to the Servicer, the Special
Servicer or the Mortgage Loans necessary to the provision of an Opinion of
Counsel described in this Section 5.02(c).
(i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Paying Agent under
clause (ii) below to deliver payments to a Person other than such Person.
The rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(A) No Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Disqualified Organization or agent
thereof (including a nominee, middleman or similar person) (an
"Agent"), a Plan or a Person acting on behalf of or investing the
assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder")
or a Non-U.S. Person and shall promptly notify the Servicer, the
Trustee and the Certificate Registrar of any change or impending
change to such status;
(B) In connection with any proposed Transfer of any Ownership
Interest in a Residual Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Residual Certificate
shall be registered until the Certificate Registrar receives, an
affidavit substantially in the form attached hereto as Exhibit D-1
(a "Transfer Affidavit") from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing
and warranting, among other things, that such Transferee is not a
Disqualified Organization or Agent thereof, an ERISA Prohibited
Holder or a Non-U.S. Person, and that it has reviewed the provisions
of this Section 5.02(d) and agrees to be bound by them;
(C) Notwithstanding the delivery of a Transfer Affidavit by a
proposed Transferee under clause (b) above, if the Certificate
Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or Agent thereof, an ERISA Prohibited
Holder or a Non-U.S. Person, no Transfer of an Ownership Interest in
a Residual Certificate to such proposed Transferee shall be
effected; and
(D) Each Person holding or acquiring any Ownership Interest in
a Residual Certificate shall agree (1) to require a Transfer
Affidavit from any prospective Transferee to whom such Person
attempts to transfer its Ownership Interest in such Residual
Certificate and (2) not to transfer its Ownership Interest in such
Residual Certificate unless it provides to the Certificate Registrar
a letter substantially in the form attached hereto as Exhibit D-2 (a
"Transferor Letter") certifying that, among other things, it has no
actual knowledge that such prospective Transferee is a Disqualified
Organization or Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person.
(ii) If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this Section
5.02(d), then the last preceding Holder of such Residual Certificate that
was in compliance with the provisions of this Section 5.02(d) shall be
restored, to the extent permitted by law, to all rights as Holder thereof
retroactive to the date of registration of such Transfer of such Residual
Certificate. None of the Trustee, the Servicer, the Authenticating Agent
and the Certificate Registrar shall be under any liability to any Person
for any registration of Transfer of a Residual Certificate that is in fact
not permitted by this Section 5.02(d) or for making any payments due on
such Certificate to the Holder thereof or for taking any other action with
respect to such Holder under the provisions of this Agreement; provided,
however, that the Certificate Registrar shall be under such liability for
a registration of Transfer of a Residual Certificate if it has actual
knowledge that the proposed Transferee is a Disqualified Organization or
Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person in
violation of Section 5.02(d)(i)(C) above.
(iii) The Paying Agent shall make available to the Internal
Revenue Service and those Persons specified by the REMIC Provisions, upon
written request of the Trustee, all information in its possession and
necessary to compute any tax imposed as a result of the Transfer of an
Ownership Interest in a Residual Certificate to any Person who is a
Disqualified Organization or Agent thereof, including the information
described in Treasury regulations sections 1.860D-1(b)(5) and
1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual
Certificate.
(d) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange. Subject to the restrictions on transfer set forth in this Section 5.02
and Depository Rules, any Certificate Owner owning a beneficial interest in a
Non-Registered Certificate may cause the Certificate Registrar to request that
the Depository exchange such Certificate Owner's beneficial interest in a
Book-Entry for a Definitive Certificate or Certificates. Following a proper
request for transfer or exchange, the Certificate Registrar shall, within 5
Business Days of such request if made at such Registrar Office, or within 10
Business Days if made at the office of a transfer agent (other than the
Certificate Registrar), execute and deliver at such Registrar Office or at the
office of such transfer agent, as the case may be, to the transferee (in the
case of transfer) or Holder (in the case of exchange) or send by first class
mail (at the risk of the transferee in the case of transfer or Holder in the
case of exchange) to such address as the transferee or Holder, as applicable,
may request, a Definitive Certificate or Certificates, as the case may require,
for a like aggregate Denomination and in such Denomination or Denominations as
may be requested. The presentation for transfer or exchange of any Definitive
Certificate shall not be valid unless made at the Registrar Office or at the
office of a transfer agent by the registered Holder in person, or by a duly
authorized attorney-in-fact. The Certificate Registrar may decline to accept any
request for an exchange or registration of transfer of any Certificate during
the period of 15 days preceding any Distribution Date.
(e) In the event a Responsible Officer of the Certificate Registrar
becomes aware that a Definitive Certificate (other than a Definitive Certificate
issued in exchange for a Certificate representing an interest in the Class A-1,
Class A-2, Class B, Class C, Class D, Class E, Class F or Class X Certificates)
or a beneficial interest in a Book-Entry Certificate representing a
Non-Registered Certificate is being held by or for the benefit of a Person who
is not an Eligible Investor, or that such holding is unlawful under the laws of
a relevant jurisdiction, then the Certificate Registrar shall have the right to
void such transfer, if permitted under applicable law, or to require the
investor to sell such Definitive Certificate or beneficial interest in such
Book-Entry Certificate to an Eligible Investor within 14 days after notice of
such determination and each Certificateholder by its acceptance of a Certificate
authorizes the Certificate Registrar to take such action.
(f) The Certificate Registrar shall provide notice to the Trustee,
the Servicer, the Special Servicer, the Paying Agent and the Depositor of each
transfer of a Certificate on its books and records and to provide each such
Person with an updated copy of the Certificate Register on or about January 1st
and July 1st of each year, commencing January 1, 2000.
(g) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02 except as provided below. In
connection with any transfer to an Institutional Accredited Investor, the
transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided herein) incurred by the Certificate Registrar in connection with
such transfer. With respect to any transfer or exchange of any Certificate, the
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.
(h) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall hold such canceled Certificates in accordance with its standard
procedures.
Section 5.03 Book-Entry Certificates.
(a) The Regular Certificates shall initially be issued as one or
more Certificates registered in the name of the Depository or its nominee and,
except as provided in subsection (c) below, transfer of such Certificates may
not be registered by the Certificate Registrar unless such transfer is to a
successor Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. Such Certificate Owners
shall hold and transfer their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, except as
provided in Section 5.02(e) above or subsection (c) below, shall not be entitled
to Definitive Certificates in respect of such Ownership Interests. All transfers
by Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.
(b) The Trustee, the Servicer, the Special Servicer, the Paying
Agent, the Depositor and the Certificate Registrar may for all purposes,
including the making of payments due on the Book-Entry Certificates, deal with
the Depository as the authorized representative of the Certificate Owners with
respect to such Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners with respect to
the Book-Entry Certificates shall be limited to those established by law and
agreements between such Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of the Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to the
Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent
and the Certificate Registrar in writing that the Depository is no longer
willing or able to properly discharge its responsibilities with respect to the
Book-Entry Certificates and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee, the Paying
Agent and the Certificate Registrar in writing that it elects to terminate the
book-entry system through the Depository, the Paying Agent shall notify the
affected Certificate Owners, through the Depository with respect to all, any
Class or any portion of any Class of the Certificates or (iii) the Trustee
determines that Definitive Certificates are required in accordance with the
provisions of Section 5.03(e), of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates
by the Depository or any custodian acting on behalf of the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Certificate Registrar shall execute, and the Authenticating Agent
shall authenticate and deliver, within 5 Business Days of such request if made
at the Registrar Office, or within 10 Business Days if made at the office of a
transfer agent (other than the Certificate Registrar), the Definitive
Certificates to the Certificate Owners identified in such instructions. None of
the Depositor, the Paying Agent, the Servicer, the Trustee, the Special
Servicer, the Authenticating Agent and the Certificate Registrar shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates for purposes of evidencing ownership of any Class of
Certificates, the registered Holders of such Definitive Certificates shall be
recognized as Certificateholders hereunder and, accordingly, shall be entitled
directly to receive payments on, to exercise Voting Rights with respect to, and
to transfer and exchange such Definitive Certificates.
(d) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
the Certificate Registrar for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or has been directed to institute
any judicial proceeding in a court to enforce the rights of the
Certificateholders under the Certificates, and the Trustee has been advised by
counsel that in connection with such proceeding it is necessary or appropriate
for the Trustee to obtain possession of all or any portion of the Certificates
evidenced by Book-Entry Certificates, the Trustee may in its sole discretion
determine that such Certificates shall no longer be represented by such
Book-Entry Certificates. In such event, the Certificate Registrar will execute,
the Authenticating Agent will authenticate and the Certificate Registrar will
deliver, in exchange for such Book-Entry Certificates, Definitive Certificates
in a Denomination equal to the aggregate Denomination of such Book-Entry
Certificates to the party so requesting such Definitive Certificates. In such
event, the Trustee shall notify the affected Certificate Owners and make
appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to
transfer such Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Book-Entry Certificate, such transfer may
be effected only in accordance with Depository Rules and this Section 5.03(g).
Upon receipt by the Certificate Registrar at the Registrar Office of (i) the
Definitive Certificate to be transferred with an assignment and transfer
pursuant to Section 5.02(a), (ii) written instructions given in accordance with
Depository Rules directing the Certificate Registrar to credit or cause to be
credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interest and (iv) if the affected Certificate is a
Non-Registered Certificate an Investment Representation Letter from the
transferee to the effect that such transferee is a Qualified Institutional
Buyer, the Certificate Registrar shall cancel such Definitive Certificate,
execute and deliver a new Definitive Certificate for the Denomination of the
Definitive Certificate not so transferred, registered in the name of the Holder
or the Holder's transferee (as instructed by the Holder), and the Certificate
Registrar shall instruct the Depository or the custodian holding such Book-Entry
Certificate on behalf of the Depository to increase the Denomination of the
related Book-Entry Certificate by the Denomination of the Definitive Certificate
to be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a corresponding Denomination of such
Book-Entry Certificate.
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
notice to the Trustee or the Certificate Registrar that such Certificate has
been acquired by a bona fide purchaser, the Certificate Registrar shall execute,
and the Authenticating Agent shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and of like Percentage Interest. Upon the issuance
of any new Certificate under this Section, the Trustee and the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and the Certificate
Registrar) connected therewith. Any replacement Certificate issued pursuant to
this Section shall constitute complete and indefeasible evidence of ownership in
the Trust Fund, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.
Section 5.05 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Paying Agent, the Certificate Registrar and any agents of any of them may treat
the person in whose name such Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder," and none of the Depositor, the Servicer,
the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar
and any agent of any of them shall be affected by notice to the contrary except
as provided in Section 5.02(d).
Section 5.06 Appointment of Paying Agent.
The Trustee shall appoint a paying agent which may be the Trustee or
an Affiliate thereof to fulfill the obligations of the Paying Agent hereunder
which must be rated "A" or otherwise be acceptable to the Rating Agencies, as
evidenced by a written confirmation that such appointment will not cause the
downgrade, withdrawal or qualification of the then current ratings of any Class
of Certificates . The Trustee shall enter into a side agreement with the Paying
Agent (provided that no such separate agreement shall be required between the
Trustee and the initial Paying Agent), which agreement shall set forth the
amount of compensation the Paying Agent is entitled to retain from amounts
otherwise payable to the Trustee pursuant to Section 3.05 and 8.05 of the
Pooling Agreement. The Trustee is hereby initially appointed Paying Agent and,
as such, shall have the benefit of all the rights and protections afforded the
Trustee hereunder. Any successor to the Trustee hereunder shall automatically
assume the obligations of the Paying Agent hereunder.
[End of Article V]
<PAGE>
ARTICLE VI
THE DEPOSITOR, THE
SERVICER AND THE SPECIAL SERVICER
Section 6.01 Liability of the Depositor, the Servicer and the
Special Servicer.
The Depositor, the Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Servicer and the
Special Servicer herein.
Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Servicer or the Special Servicer.
(a) Subject to subsection (b) below, the Depositor, the Servicer and
the Special Servicer each will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) The Depositor, the Servicer and the Special Servicer each may be
merged or consolidated with or into any Person, or transfer all or substantially
all of its assets (which may be limited to all or substantially all of its
assets related to commercial mortgage loan servicing) to any Person , in which
case any Person resulting from any merger or consolidation to which the
Depositor, the Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business of the Depositor, the Servicer or the Special
Servicer, shall be the successor of the Depositor, the Servicer and the Special
Servicer, as the case may be, hereunder, without the execution or filing of any
paper (other than an assumption agreement wherein the successor shall agree to
perform the obligations of and serve as the Depositor, the Servicer or the
Special Servicer, as the case may be, in accordance with the terms of this
Agreement) or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that such merger,
consolidation or succession will not result in a withdrawal, downgrading or
qualification of the then-current ratings of the Classes of Certificates that
have been so rated (as evidenced by a letter to such effect from each Rating
Agency).
Section 6.03 Limitation on Liability of the Depositor, the Servicer,
the Special Servicer and Others.
(a) None of the Depositor, the Servicer, the Special Servicer or any
of the directors, officers, members, managers, employees or agents of any of the
foregoing shall be under any liability to the Trust or the Certificateholders
for any action taken or for refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Depositor, the Servicer, the Special
Servicer or any such Person against any breach of warranties or representations
made herein or any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of negligent disregard of obligations and duties hereunder. The
Depositor, the Servicer and the Special Servicer and any director, officer,
member, manager, employee or agent of the Depositor, the Servicer or the Special
Servicer may rely in good faith on any document of any kind which, prima facie,
is properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Servicer, the Special Servicer and any general
partner of the foregoing and any director, officer, member, manager, employee or
agent of any of the foregoing shall be indemnified and held harmless by the
Trust against any loss, liability or expense incurred in connection with any
legal action or claim relating to this Agreement or the Certificates, other than
any loss, liability or expense: (i) specifically required to be borne thereby
pursuant to the terms hereof; (ii) incurred in connection with any breach of a
representation, warranty or covenant made by it herein; (iii) incurred by reason
of bad faith, willful misconduct or negligence in the performance of its
obligations or duties hereunder, or by reason of negligent disregard of such
obligations or duties or (iv) in the case of the Depositor and any of its
directors, officers, employees and agents, incurred in connection with any
violation by any of them of any state or federal securities law.
(b) None of the Depositor, the Servicer and the Special Servicer
shall be under any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement or which in its opinion may
involve it in any expense or liability; provided, however, that the Depositor,
the Servicer or the Special Servicer may in its discretion undertake any such
action, proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action, proceeding, hearing or examination and
any liability resulting therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor, the Servicer and the Special Servicer shall
be entitled to be reimbursed therefor out of amounts attributable to the
Mortgage Loans on deposit in the Certificate Account as provided by Section
3.05(a).
(c) Each of the Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trustee and the Trust and any director, officer,
employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses that any
of them may sustain arising from or as a result of any willful misfeasance, bad
faith or negligence of the Servicer or the Special Servicer, as the case may be,
in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Servicer or the Special Servicer, as the
case may be, of its duties and obligations hereunder or by reason of breach of
any representations or warranties made herein. The Trustee or the Depositor, as
the case may be, shall immediately notify the Servicer or the Special Servicer,
as applicable, if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans entitling it to indemnification hereunder,
whereupon the Servicer or the Special Servicer, as the case may be, shall assume
the defense of such claim (with counsel reasonably satisfactory to the Trustee
or the Depositor) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to
so notify the Servicer or the Special Servicer, as the case may be, shall not
affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Servicer's, or the Special Servicer's,
as the case may be, defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of the Servicer, the Trustee and the Special
Servicer.
Section 6.04 Depositor, Servicer and Special Servicer Not to Resign.
Subject to the provisions of Section 6.02, none of the Depositor,
the Servicer and the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a)
determination that such party's duties hereunder are no longer permissible under
applicable law or (b) in the case of the Servicer, upon the appointment of, and
the acceptance of such appointment by, a successor Servicer and receipt by the
Trustee of written confirmation from each applicable Rating Agency that such
resignation and appointment will not cause such Rating Agency to downgrade,
withdraw or qualify any of the then current ratings assigned by such Rating
Agency to any Class of Certificates. Only the Servicer shall be permitted to
resign pursuant to clause (b) above. Any such determination permitting the
resignation of the Depositor, the Servicer or the Special Servicer pursuant to
clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of
the resigning party) to such effect delivered to the Trustee. No such
resignation by the Servicer or the Special Servicer shall become effective until
the Trustee or a successor Servicer shall have assumed the Servicer's or Special
Servicer's, as applicable, responsibilities and obligations in accordance with
Section 7.02. Upon any termination or resignation of the Servicer hereunder, the
Servicer shall have the right and opportunity to appoint any successor Servicer
with respect to this Section 6.04 provided that such successor Servicer
otherwise meets the requirements set forth herein.
Notwithstanding the foregoing, the Servicer's right to appoint any
successor shall be subject to the requirements of this paragraph. Prior to
appointing any successor Servicer, the Servicer shall provide First Union
National Bank written notice (with a copy to the Trustee) of the proposed
resignation and the price to be paid to the Servicer by the successor Servicer
for such appointment. Provided First Union National Bank satisfies the
requirements under this Agreement for a successor Servicer, First Union National
Bank shall be entitled to become the successor Servicer if within five Business
Days of receipt of such notice from the Servicer, First Union National Bank
executes and delivers to the Servicer a commitment to accept the appointment at
the price proposed to be paid by the successor Servicer and within 25 days of
the notice delivers to the Servicer: (a) the Rating Agency confirmations
required by clause (b) above, (b) consideration in the amount that the successor
Servicer was willing to pay to the Servicer for such appointment, and (c) an
assumption in writing (with a copy to the Trustee) of the obligations of the
Servicer under this Agreement; provided that First Union National Bank shall
have an additional period of time, not to exceed 45 days following receipt of
such notice from the Servicer, to deliver the Rating Agency confirmations so
long as First Union National Bank has been using, and continues to use, its best
efforts to obtain such Rating Agency confirmations and First Union National Bank
is rated at least "CMS3" by Fitch and "approved" by S&P as a Servicer of
commercial loans. If First Union National Bank fails to execute and deliver to
the Servicer such commitment or deliver such items within such time period, the
Servicer may appoint the successor Servicer.
Section 6.05 Rights of the Depositor in Respect of the Servicer and
the Special Servicer.
The Depositor may, but is not obligated to, enforce the obligations
of the Servicer and the Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the
Servicer and the Special Servicer hereunder or exercise the rights of the
Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Servicer and the Special Servicer shall not be relieved of any of their
respective obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer or the Special Servicer and is
not obligated to supervise the performance of the Servicer or the Special
Servicer under this Agreement or otherwise.
Section 6.06 Year 2000 Compliance.
Each of the Servicer and the Special Servicer shall obtain
certifications from each of their software vendors that their respective
computer systems will be year 2000 compliant by August 31, 1999 and, each of the
Servicer and the Special Servicer covenants that by August 31, 1999, any
custom-made software or hardware designed or purchased or licensed by the
Servicer or the Special Servicer, as applicable, and used by the Servicer or the
Special Servicer, as applicable, in the course of the operation or management
of, or the compiling, reporting or generation of data required by this Agreement
will not contain any deficiency (x) in the ability of such software or hardware
to identify correctly or perform calculations or other processing with respect
to dates after August 31, 1999 or (y) that would cause such software or hardware
to be fit no longer for the purpose for which it was intended by reason of the
changing of the date from 1999 to 2000.
[End of Article VI]
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Servicer and Special Servicer
Termination.
(a) "Event of Default", wherever used herein, means any one of the
following events:
(i) any failure by the Servicer to make any remittance required
to be made by the Servicer on the day and by the time such remittance is
required to be made under the terms of this Agreement; or
(ii) any failure by the Special Servicer to deposit into the
REO Account, or to remit to the Servicer for deposit into, the Certificate
Account, or to deposit into, or to remit to the Paying Agent for deposit
into, the Lower-Tier Distribution Account any amount required to be so
deposited or remitted by the Special Servicer pursuant to, and at the time
specified by, the terms of this Agreement; or
(iii) any failure on the part of the Servicer or the Special
Servicer duly to observe or perform in any material respect any of its
other covenants or obligations contained in this Agreement which continues
unremedied for a period of 30 days (15 days in the case of a failure to
pay the premium for any insurance policy required to be maintained
hereunder) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer
or the Special Servicer, as the case may be, by any other party hereto,
with a copy to each other party to this agreement by the Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests aggregating not less than 25%; provided, however, if such
failure is capable of being cured and the Servicer or Special Servicer, as
applicable, is diligently pursuing such cure, such 30-day period will be
extended an additional 30 days; or
(iv) any breach on the part of the Servicer or the Special
Servicer of any representation or warranty contained in Section 3.23 or
Section 3.24, as applicable, which materially and adversely affects the
interests of any Class of Certificateholders and which continues
unremedied for a period of 30 days after the date on which notice of such
breach, requiring the same to be remedied, shall have been given to the
Servicer or the Special Servicer, as the case may be, by the Depositor or
the Trustee, or to the Servicer, the Special Servicer, the Depositor and
the Trustee by the Holders of Certificates of any Class evidencing, as to
such Class, Percentage Interests aggregating not less than 25%; provided,
however, if such breach is capable of being cured and the Servicer or
Special Servicer, as applicable, is diligently pursuing such cure, such
30-day period will be extended an additional 30 days;
(v) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar
law for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against
the Servicer or the Special Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or
(vi) the Servicer or the Special Servicer shall consent to the
appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshaling
of assets and liabilities or similar proceedings of or relating to the
Servicer or the Special Servicer or of or relating to all or substantially
all of its property; or
(vii) the Servicer or the Special Servicer shall admit in
writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, voluntarily suspend payment of its obligations or take any
corporate action in furtherance of the foregoing;
(viii) the Trustee shall have received written notice from
Fitch that the continuation of the Servicer or Special Servicer, as the
case may be, has resulted, or would result, in and of itself, in a
downgrade, qualification or withdrawal of the then-current rating on any
Class of Certificates that are rated by Fitch; or
(ix) the Servicer or the Special Servicer shall be removed from
S&P's approved servicer list or approved special servicer list, as
applicable, and such removal coincides with the downgrade, qualification
(including, without limitation, "negative credit watch") or withdrawal of
the ratings of any of the Certificates by S&P.
(b) If any Event of Default with respect to the Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 51% of the Voting Rights, shall, terminate, by notice in
writing to the Defaulting Party, with a copy of such notice to the Depositor,
all of the rights and obligations of the Defaulting Party under this Agreement
and in and to the Mortgage Loans and the proceeds thereof; provided, however,
that the Defaulting Party shall be entitled to the payment of accrued and unpaid
compensation and reimbursement through the date of such termination as provided
for under this Agreement for services rendered and expenses incurred. From and
after the receipt by the Defaulting Party of such written notice, all authority
and power of the Defaulting Party under this Agreement, whether with respect to
the Certificates (other than as a Holder of any Certificate) or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and
under this Section, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Servicer and Special Servicer each agree
that if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than 20 Business Days subsequent to its receipt of
the notice of termination) provide the Trustee with all documents and records
requested by it to enable it to assume the Servicer's or the Special Servicer's,
as the case may be, functions hereunder, and shall cooperate with the Trustee in
effecting the termination of the Servicer's or the Special Servicer's, as the
case may be, responsibilities and rights hereunder, including, without
limitation, the transfer within 5 Business Days to the Trustee for
administration by it of all cash amounts which shall at the time be or should
have been credited by the Servicer to the Certificate Account or any Servicing
Account (if it is the Defaulting Party) or by the Special Servicer to the REO
Account (if it is the Defaulting Party) or thereafter be received with respect
to the Mortgage Loans or any REO Property (provided, however, that the Servicer
and the Special Servicer each shall, if terminated pursuant to this Section
7.01(b), continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination, whether in
respect of Advances (in the case of the Servicer) or otherwise, and it and its
directors, mangers, officers, members, employees and agents shall continue to be
entitled to the benefits of Section 6.03 notwithstanding any such termination).
(c) The Holder or Holders of more than 50% of the aggregate
Certificate Balance of the then Controlling Class shall be entitled to terminate
the rights and obligations of the Special Servicer under this Agreement, with or
without cause, upon 10 Business Days notice to the Special Servicer, the
Servicer and the Trustee, and to appoint a successor Special Servicer; provided,
however, that (i) such successor will meet the requirements set forth in Section
7.02 and (ii) as evidenced in writing by each of the Rating Agencies, the
proposed successor of such Special Servicer will not, in and of itself, result
in a downgrading, withdrawal or qualification of the then-current ratings
provided by the Rating Agencies in respect to any Class of then outstanding
Certificates that is rated. No penalty or fee shall be payable to the Special
Servicer with respect to any termination pursuant to this Section 7.01(c).
(d) The Servicer and Special Servicer shall, from time to time, take
all such actions as are required by them in order to maintain their respective
status as an approved Servicer and Special Servicer, as applicable and as
pertains to this transaction, with each of the Rating Agencies.
Section 7.02 Trustee to Act; Appointment of Successor.
On and after the time the Servicer or the Special Servicer, as the
case may be, either resigns pursuant to Subsection (a) of the first sentence of
Section 6.04 or receives a notice of termination for cause pursuant to Section
7.01(a), and provided that no acceptable successor has been appointed, the
Trustee shall be the successor to the Servicer or Special Servicer, as the case
may be, in all respects in its capacity as Servicer or Special Servicer under
this Agreement and the transactions set forth or provided for herein and shall
be subject to, and have the benefit of, all of the rights, benefits,
responsibilities, duties, liabilities and limitations on liability relating
thereto and that arise thereafter placed on or for the benefit of the Servicer
or Special Servicer by the terms and provisions hereof; provided, however, that
any failure to perform such duties or responsibilities caused by the terminated
party's failure under Section 7.01 to provide information or moneys required
hereunder shall not be considered a default by such successor hereunder. The
appointment of a successor Servicer shall not affect any liability of the
predecessor Servicer which may have arisen prior to its termination as Servicer,
and the appointment of a successor Special Servicer shall not affect any
liability of the predecessor Special Servicer which may have arisen prior to its
termination as Special Servicer. The Trustee in its capacity as successor to the
Servicer or the Special Servicer, as the case may be, shall not be liable for
any of the representations and warranties of the Servicer or the Special
Servicer, respectively, herein or in any related document or agreement, for any
acts or omissions of the predecessor Servicer or Special Servicer or for any
losses incurred by the Servicer pursuant to Section 3.06 hereunder, nor shall
the Trustee be required to purchase any Mortgage Loan hereunder. As compensation
therefor, the Trustee as successor Servicer shall be entitled to the Servicing
Fees and all fees relating to the Mortgage Loans which the Servicer would have
been entitled to if the Servicer had continued to act hereunder, including but
not limited to any income or other benefit from any Permitted Investment
pursuant to Section 3.06, and as successor to the Special Servicer shall be
entitled to the Special Servicing Fees to which the Special Servicer would have
been entitled if the Special Servicer had continued to act hereunder. Should the
Trustee succeed to the capacity of the Servicer or the Special Servicer, the
Trustee shall be afforded the same standard of care and liability as the
Servicer or the Special Servicer, as applicable, hereunder notwithstanding
anything in Section 8.01 to the contrary, but only with respect to actions taken
by it in its role as successor Servicer or successor Special Servicer, as the
case may be, and not with respect to its role as Trustee hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to act as
successor to the Servicer or Special Servicer, or shall, if it is unable to so
act, or if the Trustee is not approved as a Servicer or special servicer, as
applicable, by each Rating Agency or if the Holders of Certificates entitled to
at least 51% of the Voting Rights so request in writing to the Trustee, promptly
appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution which meets the criteria set
forth in Section 6.04 and otherwise herein, as the successor to the Servicer or
the Special Servicer, as applicable, hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Servicer or Special
Servicer hereunder. No appointment of a successor to the Servicer or the Special
Servicer hereunder shall be effective until the assumption in writing by the
successor to the Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter. Pending appointment of a
successor to the Servicer or the Special Servicer hereunder, unless the Trustee
shall be prohibited by law from so acting, the Trustee shall act in such
capacity as herein above provided. In connection with such appointment and
assumption of a successor to the Servicer or Special Servicer as described
herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation with respect to a successor
Servicer or successor Special Servicer, as the case may be, shall be in excess
of that permitted the terminated Servicer or Special Servicer, as the case may
be, hereunder. The Trustee, the Servicer or the Special Servicer (whichever is
not the terminated party) and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
Any costs and expenses associated with the transfer of the servicing function
(other than with respect to a termination without cause) under this Agreement
shall be borne by the predecessor Servicer.
Section 7.03 Notification to Certificateholders.
(a) Upon any resignation of the Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the
Servicer or the Special Servicer pursuant to Section 7.02, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.
(b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.
Section 7.04 Waiver of Events of Default.
The Holders of Certificates representing at least 662/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default within 20 days of the receipt
of notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default under clause (i) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes. Upon any
such waiver of an Event of Default, such Event of Default shall cease to exist
and shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.
Section 7.05 Trustee as Maker of Advances.
(a) In the event that the Servicer fails to fulfill its obligations
hereunder to make any Advances, the Trustee shall perform such obligations (x)
within one Business Day of such failure by the Servicer with respect to
Servicing Advances to the extent the Trustee has actual knowledge of such
failure with respect to such Servicing Advances and (y) by noon, New York City
time, on the related Distribution Date with respect to P&I Advances. With
respect to any such Advance made by the Trustee, the Trustee shall succeed to
all of the Servicer's rights with respect to Advances hereunder, including,
without limitation, the Servicer's rights of reimbursement and interest on each
Advance at the Reimbursement Rate, and rights to determine that a proposed
Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may
be, (without regard to any impairment of any such rights of reimbursement caused
by such Servicer's default in its obligations hereunder); provided, however,
that if Advances made by both the Trustee and the Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and the interest thereon hereunder
shall be applied entirely to the Advances outstanding to the Trustee, until such
Advances shall have been repaid in full, together with all interest accrued
thereon, prior to reimbursement of the Servicer for such Advances. The Trustee
shall be entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder.
[End of Article VII]
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Servicer or
the Special Servicer, and accepted by the Trustee in good faith, pursuant to
this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct or bad faith; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after
the curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and
(iii) The Trustee shall not be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of Holders of Certificates entitled to at
least 25% of the Voting Rights relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement (unless a higher percentage of Voting Rights is required for
such action).
Section 8.02 Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may rely upon and shall be protected in acting
or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other
paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance
therewith;
(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to make any
investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; the
Trustee shall not be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall
have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably
assured to it; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default
which has not been cured, to exercise such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill in
their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;
(iv) The Trustee shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing to do so by Holders of
Certificates entitled to at least 50% of the Voting Rights; provided,
however, that if the payment within a reasonable time to the Trustee of
the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity from
such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable
examination shall be paid by the Servicer or, if paid by the Trustee,
shall be repaid by the Servicer upon demand;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys; provided, however, that the appointment of such
agents or attorneys shall not relieve the Trustee of its duties or
obligations hereunder;
(vii) For all purposes under this Agreement, the Trustee shall
not be deemed to have notice of any Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the
Trustee at the Corporate Trust Office, and such notice references the
Certificates or this Agreement; and
(viii) The Trustee shall not be responsible for any act or
omission of the Servicer or the Special Servicer (unless the Trustee is
acting as Servicer or Special Servicer, as the case may be) or of the
Depositor.
Section 8.03 Trustee and Paying Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates, other than
the acknowledgments of the Trustee in Sections 2.02 and 2.04 and the signature,
if any, of the Trustee set forth on any outstanding Certificate, shall be taken
as the statements of the Depositor, the Servicer or the Special Servicer, as the
case may be, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Agreement or of any Certificate (other than as to the signature, if any, of the
Trustee set forth thereon) or of any Mortgage Loan or related document. The
Trustee shall not be accountable for the use or application by the Depositor of
any of the Certificates issued to it or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor in respect of the
assignment of the Mortgage Loans to the Trust Fund, or any funds deposited in or
withdrawn from the Certificate Account or any other account by or on behalf of
the Depositor, the Servicer, the Special Servicer or the Paying Agent (unless
the Trustee is acting as Paying Agent). The Trustee and the Paying Agent shall
not be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Servicer or the Special Servicer and accepted by the Trustee, or
the Paying Agent, as applicable, in good faith, pursuant to this Agreement.
Section 8.04 Trustee May Own Certificates.
The Trustee its individual capacity, not as Trustee, may become the
owner or pledgee of Certificates, and may deal with the Depositor, the Servicer,
the Special Servicer, the Placement Agents and the Underwriters in banking
transactions, with the same rights it would have if it were not Trustee.
Section 8.05 Fees and Expenses of Trustee; Indemnification of
Trustee.
(a) As compensation for the performance of its duties, the Trustee
will be paid the Trustee Fee, equal to one month's interest at the Trustee Fee
Rate, which shall cover recurring and otherwise reasonably anticipated expenses
of the Trustee. The Trustee Fee shall be paid monthly on a Mortgage
Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee
Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day
year consisting of 12 30-day months. The Trustee Fee (which shall not be limited
to any provision of law in regard to the compensation of a trustee of an express
trust) shall constitute the Trustee's sole form of compensation for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties of the Trustee hereunder.
(b) The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to be indemnified and held harmless by the Trust Fund
(to the extent of amounts on deposit in the Certificate Account or Lower-Tier
Distribution Account from time to time) against any loss, liability or expense
(including, without limitation, costs and expenses of litigation, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement,
and expenses incurred in becoming successor Servicer, to the extent not
otherwise paid hereunder) arising out of, or incurred in connection with, any
act or omission of the Trustee, relating to the exercise and performance of any
of the powers and duties of the Trustee hereunder; provided, however, that
neither the Trustee, nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the
Trustee in the normal course of the Trustee's performing its duties in
accordance with any of the provisions hereof, which are not "unanticipated
expenses of the REMIC" within the meaning of Treasury Regulations Section
1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be
borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's obligations and duties hereunder, or by reason
of negligent disregard of such obligations or duties, or as may arise from a
breach of any representation, warranty or covenant of the Trustee made herein.
The provisions of this Section 8.05(b) shall survive any resignation or removal
of the Trustee and appointment of a successor thereto.
Section 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, national bank, national banking
association or a trust company, organized and doing business under the laws of
any state or the United States of America, authorized under such laws to
exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $100,000,000 and
subject to supervision or examination by federal or state authority and shall
not be an Affiliate of the Servicer or the Special Servicer (except during any
period when the Trustee is acting as, or has become successor to, the Servicer
or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an
institution insured by the Federal Deposit Insurance Corporation and (iii) an
institution whose long-term senior unsecured debt is rated "AA" by S&P and Fitch
(or such entity as would not, as evidenced in writing by such Rating Agency,
result in the qualification, downgrading or withdrawal of any of the ratings
then assigned thereby to the Certificates).
If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In the event the place of business from which the Trustee administers
the Upper-Tier REMIC and the Lower-Tier REMIC is in a state or local
jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC
(other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Trustee shall elect either to (i) resign immediately in the manner and with
the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a
state and local jurisdiction that does not impose such a tax.
Section 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Servicer, the Special Servicer and to all Certificateholders. Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
trustee acceptable to the Servicer by written instrument, in duplicate, which
instrument shall be delivered to the resigning Trustee and to the successor
trustee. A copy of such instrument shall be delivered to the Servicer, the
Special Servicer and the Certificateholders by the Depositor. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Servicer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee or Paying Agent (if different than the Trustee)
shall fail (other than by reason of the failure of either the Servicer or the
Special Servicer to timely perform its obligations hereunder or as a result of
other circumstances beyond the Trustee's reasonable control), to timely publish
any report to be delivered, published or otherwise made available by the Trustee
pursuant to Section 4.02 and such failure shall continue unremedied for a period
of five days, or if the Trustee or Paying Agent (if different from the Trustee)
fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01,
then the Depositor may remove the Trustee and appoint a successor trustee
acceptable to the Servicer by written instrument, in duplicate, which instrument
shall be delivered to the Trustee so removed and to the successor trustee. A
copy of such instrument shall be delivered to the Servicer, the Special Servicer
and the Certificateholders by the Depositor.
(c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Servicer, one complete set to the Trustee so removed
and one complete set to the successor so appointed. A copy of such instrument
shall be delivered to the Depositor, the Special Servicer and the remaining
Certificateholders by the Servicer.
(d) Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.
Upon any succession of the Trustee under this Agreement, the
predecessor Trustee shall be entitled to the payment of accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred. No Trustee shall be personally liable for any
action or omission of any successor Trustee.
Section 8.08 Successor Trustee.
(a) Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Servicer, the
Special Servicer and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee herein. The predecessor Trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a Custodian, which Custodian shall become the agent of the
successor Trustee), and the Depositor, the Servicer, the Special Servicer and
the predecessor Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required to more fully and certainly vest and
confirm in the successor Trustee all such rights, powers, duties and
obligations, and to enable the successor Trustee to perform its obligations
hereunder; including, but not limited to complying in all respects with the
provisions of each Residual Value Insurance Policy with respect to the transfer
of each insured Balloon Mortgage Loan.
(b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the Servicer shall mail notice of the succession
of such Trustee hereunder to the Depositor and the Certificateholders. If the
Servicer fails to mail such notice within 10 days after acceptance of
appointment by the successor Trustee, such successor Trustee shall cause such
notice to be mailed at the expense of the Servicer.
Section 8.09 Merger or Consolidation of Trustee.
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee shall
be the successor of the Trustee hereunder; provided, that, in the case of the
Trustee, such successor Person shall be eligible under the provisions of Section
8.06, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Trustee will provide notice of such event to the Servicer,
the Special Servicer, the Depositor and the Rating Agencies.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
to do so, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
(e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.
Section 8.11 Appointment of Custodians.
The Trustee may, with the consent of the Servicer, appoint one or
more Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor or any Affiliate
of the Depositor. Each Custodian shall be subject to the same obligations and
standard of care as would be imposed on the Trustee hereunder in connection with
the retention of Mortgage Files directly by the Trustee. The appointment of one
or more Custodians shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of any Custodian. Any Custodian appointed hereunder must maintain a fidelity
bond and errors and omissions policy in an amount customary for Custodians which
serve in such capacity in commercial mortgage loan securitization transactions.
Section 8.12 Access to Certain Information.
(a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee three copies of any private placement memorandum or other disclosure
document used by the Depositor or its Affiliate in connection with the offer and
sale of the Class of Certificates to which such Non-Registered Certificate
relates. In addition, if any such private placement memorandum or disclosure
document is revised, amended or supplemented at any time following the delivery
thereof to the Trustee, the Depositor promptly shall inform the Trustee of such
event and shall deliver to the Trustee a copy of the private placement
memorandum or disclosure document, as revised, amended or supplemented. The
Trustee shall maintain at its offices primarily responsible for administering
the Trust Fund and shall, upon reasonable advance notice, make available during
normal business hours for review by any Holder of a Certificate, the Depositor,
the Servicer, the Special Servicer, any Rating Agency or any other Person to
whom the Trustee believes such disclosure is appropriate, originals or copies of
the following items: (i) in the case of a Holder or prospective transferee of a
Non-Registered Certificate, any private placement memorandum or other disclosure
document relating to the Class of Certificates to which such Non-Registered
Certificate belongs, in the form most recently provided to the Trustee and (ii)
in all cases, (a) this Agreement and any amendments hereto entered into pursuant
to Section 11.01, (b) all statements required to be delivered to
Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, (c) all Officer's Certificates delivered to the Trustee since the
Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to
the Trustee since the Closing Date pursuant to Section 3.14, (e) any inspection
report prepared by the Servicer, Sub-Servicer or Special Servicer, as
applicable, and delivered to the Trustee and Servicer in respect of each
Mortgaged Property pursuant to Section 3.12(a), (f) as to each Mortgage Loan
pursuant to which the related Mortgagor is required to deliver such items or the
Special Servicer has otherwise acquired such items, the most recent annual
operating statement and rent roll of the related Mortgaged Property and
financial statements of the related Mortgagor and any other reports of the
Mortgagor collected by the Servicer, Sub-Servicer or Special Servicer, as
applicable, and delivered to the Trustee pursuant to Section 3.12(b), together
with the accompanying written reports to be prepared by the Special Servicer and
delivered to the Trustee pursuant to Section 3.12(b), (g) any and all notices,
reports and Environmental Assessments delivered to the Trustee with respect to
any Mortgaged Property securing a Defaulted Mortgage Loan as to which the
environmental testing contemplated by Section 3.09(c) revealed that either of
the conditions set forth in clauses (i) and (ii) of the first sentence thereof
was not satisfied (but only for so long as such Mortgaged Property or the
related Mortgage Loan are part of the Trust Fund), (h) any and all
modifications, waivers and amendments of the terms of a Mortgage Loan entered
into by the Servicer or the Special Servicer and delivered to the Trustee
pursuant to Section 3.20 (but only for so long as the affected Mortgage Loan is
part of the Trust Fund), (i) any and all Officer's Certificates delivered to the
Trustee to support the Servicer's determination that any P&I Advance or
Servicing Advance was or, if made, would be a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, as the case may be, (j) any and all of the
Mortgage Loan documents contained in the Mortgage File, (k) any and all
Appraisals obtained pursuant to the definition of "Appraisal Reduction" herein,
(l) information regarding the occurrence of Servicing Transfer Events as to the
Mortgage Loans and (m) any and all Sub-Servicing Agreements and any amendments
thereto and modifications thereof. Copies of any and all of the foregoing items
will be available from the Trustee upon request; provided, however, that the
Trustee shall be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing such copies, except in the case of
copies provided to the Rating Agencies, which shall be free of charge. In
addition, without limiting the generality of the foregoing, any Class G, Class
H, Class I, Class J, Class K, Class L and Class M Certificateholder may upon
request from the Trustee obtain a copy of any factual report (other than the
Asset Status Report) delivered to the Rating Agencies under this Agreement.
(b) The Trustee shall provide certain financial market publishers,
which initially shall be Bloomberg, L.P., on a quarterly basis, current
information regarding the items listed on Schedule 1 hereto with respect to the
Mortgaged Properties, to the extent such information due from Mortgagors has
been received from the Mortgagors and supplied to the Trustee by the Servicer
together with a certification to the Trustee that such Mortgagors have
authorized the release of such information. If any such information is provided
on or before November 24, 1999, the Servicer shall provide the Prospectus to
Bloomberg, L.P.
(c) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the
Trustee shall, in accordance with such reasonable rules and procedures as each
may adopt (which may include the requirement that an agreement that provides
that such information shall be used solely for purposes of evaluating the
investment characteristics of the Certificates be executed), also provide the
reports available to Certificateholders pursuant to Section 4.02, as well as
certain additional information received by the Trustee, to any
Certificateholder, the Underwriters, the Placement Agents, any Certificate Owner
or any prospective investor identified as such by a Certificate Owner or
Underwriter, that requests such reports or information; provided that the
Trustee, as the case may be, shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing copies of
such reports or information. In addition to the copies of information to be
provided by the Depositor to the Trustee pursuant to Section 8.12, the Depositor
shall also furnish such information, together with a copy of this Agreement in
its final, executed form, to the Trustee in electronic format. With the written
approval of the Depositor, the Trustee may make any such documents and
information available through its Corporate Trust home page on the world wide
web.
(d) With respect to any information furnished by the Trustee
pursuant to this Section 8.12, the Trustee shall be entitled to indicate the
source of such information and the Trustee may affix thereto any disclaimer it
deems appropriate in its discretion. The Trustee shall notify Certificateholders
of the availability of any such information in any manner as it, in its sole
discretion, may determine. In connection with providing access to or copies of
the items described in the preceding paragraph, the Trustee may require (a) in
the case of Certificate Owners, a confirmation executed by the requesting Person
substantially in form and substance reasonably acceptable to the Trustee, as
applicable, generally to the effect that such Person is a beneficial holder of
Certificates, is requesting the information solely for use in evaluating such
Person's investment in the Certificates and will otherwise keep such information
confidential and (b) in the case of a prospective purchaser, confirmation
executed by the requesting Person in form and substance reasonably acceptable to
the Trustee, generally to the effect that such Person is a prospective purchaser
of a Certificate or an interest therein, is requesting the information solely
for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential. The Trustee shall not be liable for the
dissemination of information in accordance with this Agreement.
Section 8.13 Representations and Warranties of the Trustee.
(a) The Trustee hereby represents and warrants to the Depositor, the
Servicer and the Special Servicer and for the benefit of the Certificateholders,
as of the Closing Date, that:
(i) The Trustee is a trust company chartered under the laws of
the Commonwealth of Massachusetts, duly organized, validly existing and in
good standing under the laws thereof;
(ii) The execution and delivery of this Agreement by the
Trustee, and the performance and compliance with the terms of this
Agreement by the Trustee, will not violate the Trustee's charter and
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material agreement or other instrument to which it is a
party or which is applicable to it or any of its assets;
(iii) The Trustee has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in
accordance with the terms hereof, subject to (a) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and the rights of creditors of
national banking associations specifically and (b) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(v) The Trustee is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Trustee's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Trustee to perform its obligations under this Agreement or the
financial condition of the Trustee;
(vi) No litigation is pending or, to the best of the Trustee's
knowledge, threatened against the Trustee which would prohibit the Trustee
from entering into this Agreement or, in the Trustee's good faith and
reasonable judgment, is likely to materially and adversely affect either
the ability of the Trustee to perform its obligations under this Agreement
or the financial condition of the Trustee; and
(vii) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this
Agreement or the consummation of the transactions contemplated by this
Agreement, except for any consent, approval, authorization or order which
has not been obtained or cannot be obtained prior to the actual
performance by the Trustee of its obligations under this Agreement, and
which, if not obtained would not have a materially adverse effect on the
ability of the Trustee to perform its obligations hereunder.
Section 8.14 Year 2000 Compliance.
Each of the Trustee and the Paying Agent shall use their reasonable
best efforts to ensure that by August 31, 1999, any custom-made software or
hardware designed or purchased or licensed by the Trustee or the Paying Agent,
as applicable, and used by the Trustee or the Paying Agent, as applicable, in
the course of the operation or management of, or the compiling, reporting or
generation of data required by this Agreement will not contain any deficiency
(x) in the ability of such software or hardware to identify correctly or perform
calculations or other processing with respect to dates after August 31, 1999 or
(y) that would cause such software or hardware to be fit no longer for the
purpose for which it was intended by reason of the changing of the date from
1999 to 2000.
[End of Article VIII]
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or Liquidation of All
Mortgage Loans.
Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Servicer, the Special Servicer and the Trustee (other than the obligations of
the Trustee to provide for and make payments to Certificateholders as hereafter
set forth) shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase by the Servicer, the Special Servicer, the Holders
of the Controlling Class or the Holders of the Class LR Certificates of all the
Mortgage Loans and each REO Property remaining in the Trust Fund at a price
equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage
Loans (exclusive of REO Loans) included in the Trust Fund and (2) the Appraised
Value of each REO Property, if any, included in the Trust Fund (such Appraisals
in clause (a)(2) to be conducted by an Independent MAI-designated appraiser
selected and mutually agreed upon by the Servicer and the Trustee, and approved
by more than 50% of the Voting Rights of the Classes of Certificates then
outstanding (other than the Controlling Class unless the Controlling Class is
the only Class of Certificates then outstanding)), minus (b) solely in the case
where the Servicer is effecting such purchase, the aggregate amount of
unreimbursed Advances, together with any interest accrued and payable to the
Servicer in respect of such Advances in accordance with Sections 3.03(d) and
4.03(d) and any unpaid Servicing Fees, remaining outstanding (which items shall
be deemed to have been paid or reimbursed to the Servicer in connection with
such purchase) and (ii) the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James's, living on the date hereof.
The Servicer, the Special Servicer, the Holders of the Controlling
Class or the Holders of the Class LR Certificates may, at their option, elect to
purchase all of the Mortgage Loans and each REO Property remaining in the Trust
Fund as contemplated by clause (i) of the preceding paragraph by giving written
notice to the Trustee and the other parties hereto no later than 60 days prior
to the anticipated date of purchase; provided, however, that the Servicer, the
Special Servicer, the Holders of the Controlling Class or the Holders of the
Class LR Certificates may so elect to purchase all of the Mortgage Loans and
each REO Property remaining in the Trust Fund only on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of the Mortgage Loans set forth in
the Preliminary Statement. In the event that the Servicer, the Special Servicer,
the Holders of the Controlling Class or the Holders of the Class LR Certificates
purchases all of the Mortgage Loans and each REO Property remaining in the Trust
Fund in accordance with the preceding sentence, the Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class LR
Certificates, as applicable, shall deposit in the Lower-Tier Distribution
Account not later than the P&I Advance Date relating to the Distribution Date on
which the final distribution on the Certificates is to occur, an amount in
immediately available funds equal to the above-described purchase price
(exclusive of any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited
in the Certificate Account). In addition, the Servicer shall transfer to the
Lower-Tier Distribution Account all amounts required to be transferred thereto
on such P&I Advance Date from the Certificate Account pursuant to the first
paragraph of Section 3.04(b), together with any other amounts on deposit in the
Certificate Account that would otherwise be held for future distribution. Upon
confirmation that such final deposits have been made, the Trustee shall release
or cause to be released to the Servicer, the Special Servicer, the Holders of
the Controlling Class or the Holders of the Class LR Certificates, as
applicable, the Mortgage Files for the remaining Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by
the Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class LR Certificates, as applicable, as shall be necessary to
effectuate transfer of the Mortgage Loans and REO Properties remaining in the
Trust Fund.
For purposes of this Section 9.01, the Holders of the Controlling
Class shall have the first option to terminate the Trust Fund, then the Special
Servicer, then the Servicer, and then the Holders of the Class LR Certificates.
For purposes of this Section 9.01, the Directing Certificateholder, with the
consent of the Holders of the Controlling Class, shall act on behalf of the
Holders of the Controlling Class in purchasing the assets of the Trust Fund and
terminating the Trust.
Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Trustee by letter to Certificateholders and each Rating
Agency and, if not previously notified pursuant to this Section 9.01, to the
other parties hereto mailed (a) in the event such notice is given in connection
with the purchase of all of the Mortgage Loans and each REO Property remaining
in the Trust Fund, not earlier than the 15th day and not later than the 25th day
of the month next preceding the month of the final distribution on the
Certificates, or (b) otherwise during the month of such final distribution on or
before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust Fund will terminate and final
payment of the Certificates will be made, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the offices of the Certificate Registrar or such other
location therein designated.
After transferring the Lower-Tier Distribution Amount and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant
to Section 4.01(d) to the Upper-Tier Distribution Account pursuant to Section
3.04(b) and upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Upper-Tier Distribution Account that are allocable to payments on
the Class of Certificates so presented and surrendered. Amounts transferred from
the Lower-Tier Distribution Account to the Upper-Tier Distribution Account as of
the final Distribution Date (exclusive of any portion of such amounts payable or
reimbursable to any Person pursuant to clause (ii) of Section 3.05(c)) shall be
allocated for the purposes, in the amounts and in accordance with the priority
set forth in Sections 4.01(a) and 4.01(e) and shall be distributed in
termination and liquidation of the Uncertificated Lower-Tier Interests and the
Class LR Certificates in accordance with Sections 4.01(b) and (d). Any funds not
distributed on such Distribution Date shall be set aside and held uninvested in
trust for the benefit of and the Trustee (as holder of the Uncertificated
Lower-Tier Interests) and the Certificateholders not presenting and surrendering
their Certificates in the aforesaid manner and shall be disposed of in
accordance with this Section 9.01 and Section 4.01(g).
Section 9.02 Additional Termination Requirements.
In the event the Servicer, the Special Servicer, the Holders of the
Controlling Class or the Holders of the Class LR Certificates purchases all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as provided
in Section 9.01, the Trust Fund shall be terminated in accordance with the
following additional requirements, which are intended to meet the definition of
a "qualified liquidation" in Section 860F(a)(4) of the Code:
(i) the Trustee shall specify the date of adoption of the plan
of complete liquidation (which shall be the date of mailing of the notice
specified in Section 9.01) in a statement attached to each of the
Upper-Tier REMIC's and the Lower-Tier REMIC's final Tax Return pursuant to
Treasury Regulations, Section 1.860F-1 and shall satisfy all requirements
of a qualified liquidation under Section 860F of the Code and any
regulations thereunder;
(ii) during such 90-day liquidation period and at or prior to
the time of the making of the final payment on the Certificates, the
Trustee shall sell all of the assets of the Trust Fund to the Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders
of the Class LR Certificates, as applicable, for cash; and
(iii) immediately following the making of the final payment on
the Uncertificated Lower-Tier Interests and the Certificates, the Trustee
shall distribute or credit, or cause to be distributed or credited, to the
Holders of the Class LR Certificates (in the case of the Lower-Tier REMIC)
and the Class R Certificates (in the case of the Upper-Tier REMIC) all
cash on hand (other than cash retained to meet claims), and the Trust Fund
and each of the Lower-Tier REMIC and the Upper-Tier REMIC shall terminate
at that time.
[End of Article IX]
<PAGE>
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The Trustee shall make elections or cause elections to be made
to treat each of the Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC under
the Code and, if necessary, under Applicable State and Local Tax Law. Such
election will be made on Form 1066 or other appropriate federal tax return for
the taxable year ending on the last day of the calendar year in which the
Uncertificated Lower-Tier Interests and the Certificates are issued. For the
purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of
the Regular Certificates shall be designated as the "regular interests" and the
Class R Certificates shall be designated as the sole class of "residual
interests" in the Upper-Tier REMIC. For purposes of the REMIC election in
respect of the Lower-Tier REMIC, each Class of Uncertificated Lower-Tier
Interests shall be designated as the "regular interests" and the Class LR
Certificates shall be designated as the sole class of "residual interests" in
the Lower-Tier REMIC. None of the Special Servicer, the Servicer, the Paying
Agent and the Trustee shall permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in the Lower-Tier REMIC or the Upper-Tier
REMIC other than the foregoing interests.
(b) The Closing Date is hereby designated as the "startup day" of
each of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of
Section 860G(a)(9) of the Code.
(c) The Trustee shall act on behalf of each REMIC in relation to any
tax matter or controversy involving either REMIC and shall represent each REMIC
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the Trustee shall be entitled to reimbursement therefor out of
amounts attributable to the Mortgage Loans and any REO Properties on deposit in
the Certificate Account as provided by Section 3.05(a) unless such legal
expenses and costs are incurred by reason of the Paying Agent's willful
misfeasance, bad faith or gross negligence. The Holder of the largest Percentage
Interest in each of the Class R and Class LR Certificates shall be designated,
in the manner provided under Treasury Regulations Section 1.860F-4(d) and
temporary Treasury Regulations Section 301.6231(a)(7)-1T, as the "tax matters
person" of the Upper-Tier REMIC and the Lower-Tier REMIC, respectively. By their
acceptance thereof, the Holders of the largest Percentage Interest in each of
the Class R and Class LR Certificates hereby agrees to irrevocably appoint the
Trustee as their agent to perform all of the duties of the "tax matters person"
for Upper-Tier REMIC and the Lower-Tier REMIC, respectively.
(d) The Trustee shall prepare or cause to be prepared and shall sign
and file, or cause to be filed, all of the Tax Returns that it determines are
required with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC
created hereunder. The ordinary expenses of preparing such returns shall be
borne by the Trustee without any right of reimbursement therefor.
(e) The Trustee shall provide or cause to be provided (i) to any
Transferor of a Class R Certificate or Class LR Certificate such information as
is necessary for the application of any tax relating to the transfer of such
Class R Certificate or Class LR Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an Agent thereof, to such Agent,
(ii) to the Trustee and the Trustee shall forward to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption) and (iii) to the Internal
Revenue Service on Form 8811 the name, title, address and telephone number of
the "tax matters person" who will serve as the representative of the Upper-Tier
REMIC created hereunder.
(f) The Trustee shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Trustee's control and the
scope of its duties more specifically set forth herein as shall be necessary to
maintain the status of each of the Lower-Tier REMIC and the Upper-Tier REMIC as
a REMIC under the REMIC Provisions. Neither the Servicer nor the Special
Servicer shall knowingly or intentionally take any action, cause the Trust Fund
to take any action or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of either the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or (ii) result in the imposition of a tax upon
either the Lower-Tier REMIC or the Upper-Tier REMIC or the Trust Fund (including
but not limited to the tax on "prohibited transactions" as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code, but not including the tax on "net income from
foreclosure property") (either such event, an "Adverse REMIC Event") unless the
Trustee receives an Opinion of Counsel (at the expense of the party seeking to
take such action or, if such party fails to pay such expense, and the Trustee
determines that taking such action is in the best interest of the Trust Fund and
the Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Paying Agent or the Trustee) to the effect that the contemplated
action will not, with respect to the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC created hereunder, endanger such status or, unless the Trustee
determines in its sole discretion to indemnify the Trust Fund against such tax,
result in the imposition of such a tax (not including a tax on "net income from
foreclosure property"). The Trustee shall not take or fail to take any action
(whether or not authorized hereunder) as to which it has received an Opinion of
Counsel to the effect that an Adverse REMIC Event could occur with respect to
such action. In addition, prior to taking any action with respect to the Trust
Fund, either the Lower-Tier REMIC or the Upper-Tier REMIC or any of its assets,
or causing the Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC
to take any action, which is not expressly permitted under the terms of this
Agreement, the Trustee will consult with the Depositor or its designee, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur with respect to the Trust Fund or either the Lower-Tier REMIC or the
Upper-Tier REMIC and the Trustee shall not take any such action or cause the
Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC to take any
such action as to which the Trustee has been advised in writing that an Adverse
REMIC Event could occur. The Trustee may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not expressly permitted by this Agreement, but in no event at the
expense of the Trustee. At all times as may be required by the Code, the Trustee
will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of each
of the Lower-Tier REMIC and the Upper-Tier REMIC as "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(g) In the event that any applicable federal, state or local tax,
including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, such tax
shall be charged against amounts otherwise distributable to the Holders of the
Certificates, except as provided in the last sentence of this Section 10.01(g);
provided, that with respect to the estimated amount of tax imposed on any "net
income from foreclosure property" pursuant to Code Section 860G(d) or any
similar tax imposed by a state or local tax authority, the Special Servicer
shall retain in the related REO Account a reserve for the payment of such taxes
in such amounts and at such times as it shall deem appropriate (or as advised by
the Servicer in writing), and shall remit to the Servicer such reserved amounts
as the Servicer shall request in order to pay such taxes. Except as provided in
the preceding sentence, the Servicer shall withdraw from the Certificate Account
sufficient funds to pay or provide for the payment of, and to actually pay, such
tax as is estimated to be legally owed by either the Lower-Tier REMIC or the
Upper-Tier REMIC (but such authorization shall not prevent the Trustee from
contesting, at the expense of the Trust Fund (other than as a consequence of a
breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The Trustee is hereby authorized to and shall
segregate, into a separate non-interest bearing account, the net income from any
"prohibited transaction" under Code Section 860F(a) or the amount of any taxable
contribution to the Lower-Tier REMIC or the Upper-Tier REMIC after the Startup
Day that is subject to tax under Code Section 860G(d) and use such income or
amount, to the extent necessary, to pay such prohibited transactions tax. To the
extent that any such tax (other than any such tax paid in respect of "net income
from foreclosure property") is paid to the Internal Revenue Service or
applicable state or local tax authorities, the Trustee shall retain an equal
amount from future amounts otherwise distributable to the Holders of Residual
Certificates (as applicable) and shall distribute such retained amounts, (x) in
the case of the Lower-Tier REMIC, to the Holders of the Uncertificated
Lower-Tier Interests to the extent they are fully reimbursed for any Collateral
Support Deficit arising therefrom and then to the Holders of the Class LR
Certificates in the manner specified in Section 4.01(b) and (y) in the case of
the Upper-Tier REMIC, to the Holders of Class A, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class I, Class J, Class K, Class L, Class M
and Class X Certificates, as applicable, in the manner specified in Section
4.01(a), to the extent they are fully reimbursed for any Collateral Support
Deficit arising therefrom and then to the Holders of the Class R Certificates.
None of the Trustee, the Servicer or the Special Servicer shall be responsible
for any taxes imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC
except to the extent such taxes arise as a consequence of a negligent or willful
breach of their respective obligations under this Agreement.
(h) The Trustee and the Paying Agent shall, for federal income tax
purposes, maintain books and records with respect to each of the Lower-Tier
REMIC and the Upper-Tier REMIC on a calendar year and on an accrual basis or as
otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, neither the Paying Agent nor the
Trustee shall accept any contributions of assets to the Lower-Tier REMIC and the
Upper-Tier REMIC unless the Paying Agent and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the Lower-Tier
REMIC or the Upper-Tier REMIC will not (i) cause either the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Uncertificated Lower-Tier Interests or Certificates are outstanding or (ii)
subject either the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Paying Agent nor the Trustee shall enter into any
arrangement by which the Trust Fund or either the Lower-Tier REMIC or the
Upper-Tier REMIC will receive a fee or other compensation for services nor
permit the Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Balance of each Class of Certificates representing a "regular
interest" in the Upper-Tier REMIC and by which the Lower-Tier Principal Amount
of each Class of Uncertificated Lower-Tier Interests representing a "regular
interest" in the Lower-Tier REMIC would be reduced to zero is July 15, 2029,
which is the Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) [Reserved]
(m) None of the Trustee, the Servicer or the Special Servicer, as
applicable, shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a
Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure, (ii)
the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund
pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans
pursuant to Article II or III of this Agreement) or acquire any assets for the
Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC or sell or
dispose of any investments in the Certificate Account or the REO Account for
gain unless it has received an Opinion of Counsel that such sale, disposition or
substitution will not (a) affect adversely the status of either the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC or (b) unless the Servicer or the
Special Servicer, as applicable, has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause the Trust Fund or either the
Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax on "prohibited
transactions" pursuant to the REMIC Provisions.
Section 10.02 Depositor, Servicer and Special Servicer to Cooperate
with Trustee.
(a) The Depositor shall provide or cause to be provided to the
Trustee, within 10 days after the Closing Date, all information or data that the
Trustee reasonably determines to be relevant for tax purposes as to the
valuations and Issue Prices of the Certificates, including, without limitation,
the price, yield, Prepayment Assumption and projected cash flow of the
Certificates.
(b) The Servicer, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information, and access to such books
and records maintained thereby, as may relate to the Certificates or the Trust
Fund and as shall be reasonably requested by the Trustee in order to enable it
to perform its duties hereunder.
Section 10.03 Use of Agents.
The Trustee shall execute all of its obligations and duties under
this Article X through its corporate trust department located at the Corporate
Trust Office. The Trustee may execute any of its obligations and duties under
this Article X either directly or by or through agents or attorneys. The Trustee
shall not be relieved of any of its duties or obligations under this Article X
by virtue of the appointment of any such agents or attorneys.
[End of Article X]
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
(a) This Agreement may be amended from time to time by the parties
hereto, without the consent of any of the Certificateholders:
(i) to cure any ambiguity;
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein or
to correct any error;
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary to maintain the qualification of the
Trust Fund, either the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund or either the Lower-Tier REMIC or
the Upper-Tier REMIC pursuant to the Code that would be a claim against
the Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC,
provided that the Trustee has received an Opinion of Counsel to the effect
that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any
such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder;
(iv) to change the timing and/or nature of deposits into the
Certificate Account, the Distribution Accounts or REO Account or to change
the name in which the Certificate Account is maintained, provided that (a)
the P&I Advance Date shall in no event be later than the related
Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel, adversely affect in any material respect the interests of any
Certificateholder and (c) such change shall not result in the withdrawal,
downgrade or qualification of the then-current rating assigned to any
Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect;
(v) to modify, eliminate or add to the provisions of Section
5.02(d) or any other provision hereof restricting transfer of the Residual
Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not, as evidenced by an Opinion of
Counsel, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Non-U.S. Person;
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such
action shall not, (x) as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder not
consenting thereto (y) result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of
Certificates, as evidenced by a letter from each Rating Agency to such
effect; and
(vii) to amend or supplement any provision hereof to the extent
necessary to maintain the rating or ratings assigned to each Class of
Certificates by each Rating Agency provided that such change shall not
result in the downgrade, withdrawal or qualification of the then-current
rating assigned to any Class of Certificates, as evidenced by a letter
from each Rating Agency to such effect.
(b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 662/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate; or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
in any such case without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend this Section 11.01.
(c) Notwithstanding the foregoing, the Trustee will not be entitled
to consent to any amendment hereto without having first received an Opinion of
Counsel (at the Trust Fund's expense) to the effect that such amendment or the
exercise of any power granted to the Servicer, the Depositor, the Special
Servicer, the Trustee or any other specified person in accordance with such
amendment will not result in the imposition of a tax on the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or the Grantor Trust, cause the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, or cause
the Grantor Trust to fail to qualify as a grantor trust.
(d) Promptly after the execution of any such amendment, the Trustee
shall furnish a statement describing the amendment to each Certificateholder and
a copy of such amendment to each Rating Agency.
(e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(f) The Trustee shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.
(g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Servicer or the Trustee requests any amendment of
this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Certificate Account.
Section 11.02 Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Trustee at the expense of the Depositor on direction by the
Trustee, but only upon direction accompanied by an Opinion of Counsel (the cost
of which shall be paid by the Depositor) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
(c) The Trustee shall make any filings required under Massachusetts
General Laws, Chapter 182, Sections 2 and 12, the costs of which, if any, to be
at the Trustee's expense.
Section 11.03 Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
(b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as herein before provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates of any Class evidencing not less than
25% of the related Percentage Interests in such Class shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. The Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it hereunder or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Holders of Certificates unless
such Holders have offered to the Trustee reasonable security against the costs,
expenses and liabilities which may be incurred therein or hereby. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03(c), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04 Governing Law.
This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.
Section 11.05 Notices.
Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) in the case of the Depositor, Chase
Commercial Mortgage Securities Corp., 270 Park Avenue, New York, New York 10017,
Attention: Steven Z. Schwartz, Vice President, with a copy to Jeanne M.
Mininall, Esq., telecopy number: (212) 270-7481; (ii) in the case of the
Servicer, The Chase Manhattan Bank, 380 Madison Avenue, New York, New York,
10017, Attention: Janice M. Smith, telecopy number: (212) 622-3553; (iii) in the
case of the Special Servicer, ORIX Real Estate Capital Markets, LLC, 1717 Main
Street, Dallas, Texas 75201, Attention: Edgar L. Smith, telecopy number: (214)
237-2034, with a copy to ORIX Real Estate Capital Markets, LLC, 1717 Main
Street, 12th Floor, Dallas, Texas 75201, Attention: Paul G. Smyth, telecopy
number (214) 237-2040; (iv) in the case of the Trustee, State Street Bank and
Trust Company, 2 Avenue de Lafayette, Boston, Massachusetts 02111, Attention:
Global Investor Services Group Corporate Trust-Chase Manhattan Bank-First Union
National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificate, Series 1999-1, telecopy number: (617) 662-1435; (v) in the case of
the Rating Agencies, (a) Fitch IBCA, Inc., One State Street Plaza, New York, New
York, 10004, Attention: Rafi Hovsepian, telephone number: (212) 908-0833,
telecopy number: (212) 635-0294 and (b) Standard & Poor's Ratings Services, 55
Water, New York, New York 10041, Attention: Commercial Mortgage Surveillance
Group, telecopy number: (212) 438-2658; and (vi) in the case of the Mortgage
Loan Sellers, (a) The Chase Manhattan Bank, CCMB, 380 Madison Avenue, 10th
Floor, New York, New York 10017, Attention: Patricia A. Micka, Managing
Director, telecopy number (212) 622-3584 and (b) First Union National Bank, One
First Union center, DC6, Charlotte, North Carolina 28288-0166, Attention Craig
Lieberman, telecopy number (704) 383-9601; or as to each such Person such other
address as may hereafter be furnished by such Person to the parties hereto in
writing. Any communication required or permitted to be delivered to a
Certificateholder shall be deemed to have been duly given when mailed first
class, postage prepaid, to the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.
Section 11.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.07 Grant of a Security Interest.
The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Mortgage Loans, all principal and interest
received or receivable with respect to the Mortgage Loans (other than principal
and interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to
time in the Certificate Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account and, if established, the REO
Account, and all reinvestment earnings on such amounts, and all of the
Depositor's right, title and interest in and to the proceeds of any title,
hazard or other Insurance Policies related to such Mortgage Loans and (ii) this
Agreement shall constitute a security agreement under applicable law. This
Section 11.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.
Section 11.08 Successors and Assigns; Beneficiaries.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. No
other person, including, without limitation, any Mortgagor, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement.
Section 11.09 Article and Section Headings.
The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
Section 11.10 Notices to the Rating Agencies.
(a) The Trustee shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:
(i) any change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been
cured;
(iii) the resignation or termination of the Servicer or the
Special Servicer;
(iv) any change in the location of either of the Distribution
Accounts;
(v) the repurchase or substitution of Mortgage Loans by a
Mortgage Loan Seller pursuant to Section 3 of the Mortgage Loan Purchase
Agreement; and
(vi) the final payment to any Class of Certificateholders.
(b) The Servicer shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:
(i) the resignation or removal of the Trustee;
(ii) any change in the location of the Certificate
Account; and
(iii) any event that would result in the voluntary or
involuntary termination of any insurance of the accounts of the Trustee;
(iv) any change in the lien priority of any Mortgage Loan;
(v) any additional lease to an anchor tenant or termination of
any existing lease to an anchor tenant at retail properties for any
Mortgage Loan with a Stated Principal Balance that is equal to the lesser
of (1) an amount greater than 5% of the then aggregate outstanding
principal balances of the Mortgage Loans or (2) $35,000,000;
(vi) any material damage to any Mortgaged Property;
(vii) any assumption with respect to a Mortgage Loan; and
(viii) any release or substitution of any Mortgaged Property.
(c) Each of the Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:
(i) each of its annual statements as to compliance
described in Section 3.13;
(ii) inspection reports and other items delivered to each of
the Servicer and Special Servicer pursuant to Sections 3.12(a) and
3.12(b);
(iii) each of its annual independent public accountants'
servicing reports described in Section 3.14;
(iv) a Collection Report with respect to each Distribution Date
required to be delivered pursuant to Section 4.02(b); and
(v) each waiver and consent provided pursuant to Section 3.08.
(d) The Trustee shall promptly furnish to each Rating Agency a copy
of the statement to Certificateholders distributed pursuant to Section 4.02(a).
(e) The Trustee, the Servicer and the Special Servicer, as
applicable, shall furnish to each Rating Agency with respect to each Mortgage
Loan such information as the Rating Agency shall reasonably request and which
the Trustee, the Servicer or Special Servicer, can reasonably provide in
accordance with applicable law and without waiving any attorney client privilege
relating to such information or violating the terms of this Agreement or any
Mortgage Loan documents. The Trustee, the Servicer and Special Servicer, as
applicable, may include any reasonable disclaimer it deems appropriate with
respect to such information.
[End of Article XI]
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
By:____________________________________
Name: Steven Schwartz
Title: Vice President
THE CHASE MANHATTAN BANK,
Servicer
By:____________________________________
Name:
Title:
ORIX REAL ESTATE CAPITAL MARKETS, LLC,
Special Servicer
By:____________________________________
Name: Edgar L. Smith, II
Title: Chief Operating Officer
STATE STREET BANK AND TRUST COMPANY,
Trustee
By:____________________________________
Name:
Title:
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ___ day of August, 1999 before me, a notary public in and for
said State, personally appeared Steven Schwartz known to me to be a Vice
President of Chase Commercial Mortgage Securities Corp., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
<PAGE>
STATE OF _______________ )
) ss.:
COUNTY OF ______________ )
On the ___ day of August, 1999, before me, a notary public in and
for said State, personally appeared ___________________ known to me to be a
___________________ of State Street Bank and Trust Company that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such Massachusetts trust company, and acknowledged to me that such
trust company executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
<PAGE>
STATE OF DALLAS )
) ss.:
COUNTY OF TEXAS )
On the ___ day of August, 1999 before me, a notary public in and for
said State, personally appeared Edgar L. Smith, II known to me to be Chief
Operating Officer of ORIX Real Estate Capital Markets, LLC, a Delaware limited
liability company, which executed the within instrument on behalf of such
limited liability company, and also known to me to be the person who executed it
on behalf of such Delaware limited liability company, and acknowledged to me
that such limited liability company executed the within instrument
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of August, 1999 before me, a notary public in and
for said State, personally appeared ________________ known to me to be a
___________________ of The Chase Manhattan Bank, a New York banking corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such national banking association, and acknowledged to
me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A-1
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS A-1
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
PASS-THROUGH RATE: 7.134% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: $__________ DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING $1,397,640,242
AGREEMENT: AS OF AUGUST 10, 1999
SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: AUGUST 10, 1999
SPECIAL SERVICER: ORIX REAL ESTATE
CLOSING DATE: AUGUST 26, 1999 CAPITAL MARKETS, LLC
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND TRUST
SEPTEMBER 17, 1999 COMPANY
APPROXIMATE AGGREGATE PAYING AGENT: STATE STREET BANK AND
CERTIFICATE BALANCE TRUST COMPANY
OF THE CLASS A-1 CERTIFICATES
AS OF THE CLOSING DATE: $210,400,000 CUSIP NO.: 161582AA9
ISIN NO.: US161582AA95
COMMON CODE NO.: 010137489
CERTIFICATE NO.: A-1-[_]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS A-1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-1 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer and the Special
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-1 Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-1 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any provisions to such extent as is necessary to maintain
the qualification of either the Upper-Tier REMIC or the Lower-Tier REMIC as a
REMIC to avoid or minimize the imposition of any tax, provided, however, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and such action is necessary or desirable to avoid such tax; to change the
timing and/or nature of deposits into the Certificate Account or Distribution
Account or REO Account or to change the name in which the Certificate Account is
maintained, provided, however, that the P&I Advance Date shall not be later than
the related Distribution Date, an Opinion of Counsel is obtained to the effect
that such action shall not adversely affect in any material respect the interest
of any Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause either
the Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is a Disqualified Organization or a Non-U.S. Person; to make
any other provisions with respect to matters or questions arising under the
Pooling and Servicing Agreement which shall not be materially inconsistent with
the provisions of the Pooling and Servicing Agreement, provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interest of any Certificateholder not consenting
thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, the Special Servicer,
the Servicer, or the Holders of the Class LR Certificates (in that order) will
have the option, upon 60 days' prior notice given to the Trustee, and each of
the other parties to the Pooling and Servicing Agreement, which notice the
Trustee is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent
under the Pooling and Servicing
Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
_______________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-2
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS A-2
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THE PASS-THROUGH RATE ON THE APPROXIMATE AGGREGATE SCHEDULED
CLASS A-2 CERTIFICATES WILL BE THE PRINCIPAL BALANCE OF THE MORTGAGE
LESSER OF (i) 7.439% PER ANNUM AND LOANS AFTER DEDUCTING PAYMENTS DUE
(ii) THE WEIGHTED AVERAGE NET AND PREPAYMENTS RECEIVED ON OR
MORTGAGE RATE FOR ANY DISTRIBUTION BEFORE CUT-OFF DATE:
DATE $1,397,640,242
DENOMINATION: $__________ SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING SPECIAL SERVICER: ORIX REAL ESTATE
AGREEMENT: AS OF AUGUST 10, 1999 CAPITAL MARKETS, LLC
CUT-OFF DATE: AUGUST 10, 1999 TRUSTEE: STATE STREET BANK AND
TRUST COMPANY
CLOSING DATE: AUGUST 26, 1999
PAYING AGENT: STATE STREET BANK
FIRST DISTRIBUTION DATE: AND TRUST COMPANY
SEPTEMBER 17, 1999
CUSIP NO.: 161582AB7
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE ISIN NO.: US161582AB78
OF THE CLASS A-2 CERTIFICATES
AS OF THE CLOSING DATE: COMMON CODE NO.: 010137519
$816,865,579
CERTIFICATE NO.: A-2-[_]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS A-2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-2 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer and the Special
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-2 Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-2 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Account or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause either
the Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is a Disqualified Organization or a Non-U.S. Person; to make
any other provisions with respect to matters or questions arising under the
Pooling and Servicing Agreement which shall not be materially inconsistent with
the provisions of the Pooling and Servicing Agreement, provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interest of any Certificateholder not consenting
thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) (reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
_______________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-3
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS B
THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
THE PASS THROUGH RATE ON THE CLASS APPROXIMATE AGGREGATE SCHEDULED
B CERTIFICATES WILL BE THE LESSER PRINCIPAL BALANCE OF THE MORTGAGE
OF (i)7.619% PER ANNUM AND (ii) LOANS AFTER DEDUCTING PAYMENTS DUE
THE WEIGHTED AVERAGE NET MORTGAGE AND PREPAYMENTS RECEIVED ON OR
RATE FOR ANY DISTRIBUTION DATE BEFORE CUT-OFF DATE:
$1,397,640,242
DENOMINATION: $__________
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT: AUGUST 10, 1999 SPECIAL SERVICER: ORIX REAL
ESTATE CAPITAL MARKETS, LLC
CUT-OFF DATE: AUGUST 10, 1999
TRUSTEE: STATE STREET BANK AND
CLOSING DATE: AUGUST 26, 1999 TRUST COMPANY
FIRST DISTRIBUTION DATE: PAYING AGENT: STATE STREET BANK
SEPTEMBER 17, 1999 AND TRUST COMPANY
APPROXIMATE AGGREGATE CUSIP NO.: 161582AD3
CERTIFICATE BALANCE
OF THE CLASS B CERTIFICATES ISIN NO.: US161582AD35
AS OF THE CLOSING DATE:
$76,870,213 COMMON CODE NO.: 010137535
CERTIFICATE NO.: B-[_]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS B CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class B Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class B
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class B Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Account or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause either
the Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is a Disqualified Organization or a Non-U.S. Person; to make
any other provisions with respect to matters or questions arising under the
Pooling and Servicing Agreement which shall not be materially inconsistent with
the provisions of the Pooling and Servicing Agreement, provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interest of any Certificateholder not consenting
thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
_______________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-4
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS C
THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
THE PASS THROUGH RATE ON THE CLASS APPROXIMATE AGGREGATE SCHEDULED
C CERTIFICATES WILL BE THE LESSER PRINCIPAL BALANCE OF THE MORTGAGE
OF (i) 7.625% PER ANNUM AND (ii) LOANS AFTER DEDUCTING PAYMENTS DUE
THE WEIGHTED AVERAGE NET MORTGAGE AND PREPAYMENTS RECEIVED ON OR
RATE FOR ANY DISTRIBUTION DATE BEFORE CUT-OFF DATE:
$1,397,640,242
DENOMINATION: $__________
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF AUGUST 10, 1999 SPECIAL SERVICER: ORIX REAL
ESTATE CAPITAL MARKETS, LLC
CUT-OFF DATE: AUGUST 10, 1999
TRUSTEE: STATE STREET BANK AND
CLOSING DATE: AUGUST 26, 1999 TRUST COMPANY
FIRST DISTRIBUTION DATE: PAYING AGENT: STATE STREET BANK
SEPTEMBER 17, 1999 AND TRUST COMPANY
APPROXIMATE AGGREGATE CUSIP NO.: 161582AE1
CERTIFICATE BALANCE
OF THE CLASS C CERTIFICATES ISIN NO.: US161582AE18
AS OF THE CLOSING DATE:
$62,893,811 COMMON CODE NO.: 010137560
CERTIFICATE NO.: C-[_]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS C CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class C Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class C
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class C Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Account or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause either
the Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is a Disqualified Organization or a Non-U.S. Person; to make
any other provisions with respect to matters or questions arising under the
Pooling and Servicing Agreement which shall not be materially inconsistent with
the provisions of the Pooling and Servicing Agreement, provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interest of any Certificateholder not consenting
thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
_______________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-5
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS D
THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
THE PASS THROUGH RATE ON THE CLASS APPROXIMATE AGGREGATE SCHEDULED
D CERTIFICATES WILL BE THE LESSER PRINCIPAL BALANCE OF THE MORTGAGE
OF (i) 7.625% PER ANNUM AND (ii) LOANS AFTER DEDUCTING PAYMENTS DUE
THE WEIGHTED AVERAGE NET MORTGAGE AND PREPAYMENTS RECEIVED ON OR
RATE FOR ANY DISTRIBUTION DATE BEFORE CUT-OFF DATE:
$1,397,640,242
DENOMINATION: $__________
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF AUGUST 10, 1999 SPECIAL SERVICER: ORIX REAL
ESTATE CAPITAL MARKETS, LLC
CUT-OFF DATE: AUGUST 10, 1999
TRUSTEE: STATE STREET BANK AND
CLOSING DATE: AUGUST 26, 1999 TRUST COMPANY
FIRST DISTRIBUTION DATE: PAYING AGENT: STATE STREET BANK
SEPTEMBER 17, 1999 AND TRUST COMPANY
APPROXIMATE AGGREGATE CUSIP NO.: 161582AF8
CERTIFICATE BALANCE
OF THE CLASS D CERTIFICATES ISIN NO.: US161582AF82
AS OF THE CLOSING DATE:
$20,964,604 COMMON CODE NO.: 010137586
CERTIFICATE NO.: D-[_]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS D CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class D Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class D
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class D Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-6
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS E
THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
THIS CERTIFICATE IS ISSUED ON AUGUST 26, 1999, AND BASED ON ITS ISSUE PRICE OF
96.87230%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
3.36589779%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 8.15%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (AUGUST 26, 1999 TO SEPTEMBER 15, 1999) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.00463366%.
THE PASS THROUGH RATE ON THE CLASS APPROXIMATE AGGREGATE SCHEDULED
E CERTIFICATES WILL BE THE PRINCIPAL BALANCE OF THE MORTGAGE
WEIGHTED AVERAGE NET MORTGAGE RATE LOANS AFTER DEDUCTING PAYMENTS DUE
LESS 0.05% PER ANNUM AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE:
DENOMINATION: $__________ $1,397,640,242
DATE OF POOLING AND SERVICING SERVICER: THE CHASE MANHATTAN
AGREEMENT: AS OF AUGUST 10, 1999 BANK
CUT-OFF DATE: AUGUST 10, 1999 SPECIAL SERVICER: ORIX REAL
ESTATE CAPITAL MARKETS, LLC
CLOSING DATE: AUGUST 26, 1999
TRUSTEE: STATE STREET BANK AND
FIRST DISTRIBUTION DATE: TRUST COMPANY
SEPTEMBER 17, 1999
PAYING AGENT: STATE STREET BANK
APPROXIMATE AGGREGATE AND TRUST COMPANY
CERTIFICATE BALANCE
OF THE CLASS E CERTIFICATES CUSIP NO.: 161582AG6
AS OF THE CLOSING DATE:
$48,917,408 ISIN NO.: US161582AG65
COMMON CODE NO.: 010137594
CERTIFICATE NO.: E-[_]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS E CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class E Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999(the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class E
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class E Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-7
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS F
THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
THIS CERTIFICATE IS ISSUED ON AUGUST 26, 1999, AND BASED ON ITS ISSUE PRICE OF
90.89530%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
9.34289779%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 8.94%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (AUGUST 26, 1999 TO SEPTEMBER 15, 1999) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.01660513%.
THE PASS THROUGH RATE ON THE CLASS APPROXIMATE AGGREGATE SCHEDULED
F CERTIFICATES WILL BE THE PRINCIPAL BALANCE OF THE MORTGAGE
WEIGHTED AVERAGE NET MORTGAGE RATE LOANS AFTER DEDUCTING PAYMENTS DUE
LESS 0.05% PER ANNUM AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE:
DENOMINATION: $__________ $1,397,640,242
DATE OF POOLING AND SERVICING SERVICER: THE CHASE MANHATTAN
AGREEMENT: AS OF AUGUST 10, 1999 BANK
CUT-OFF DATE: AUGUST 10, 1999 SPECIAL SERVICER: ORIX REAL
ESTATE CAPITAL MARKETS, LLC
CLOSING DATE: AUGUST 26, 1999
TRUSTEE: STATE STREET BANK AND
FIRST DISTRIBUTION DATE: TRUST COMPANY
SEPTEMBER 17, 1999
PAYING AGENT: STATE STREET BANK
APPROXIMATE AGGREGATE AND TRUST COMPANY
CERTIFICATE BALANCE
OF THE CLASS E CERTIFICATES CUSIP NO.: 161582AH4
AS OF THE CLOSING DATE:
$17,470,503 ISIN NO.: US161582AH49
COMMON CODE NO.: 010137608
CERTIFICATE NO.: F-[_]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS F CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class F Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999(the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class F
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class F Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-8
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS G
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.]2
THIS CERTIFICATE IS ISSUED ON AUGUST 26, 1999, AND BASED ON ITS ISSUE PRICE OF
70.46530%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
29.73021111%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 10.71%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (AUGUST 26, 1999 TO SEPTEMBER 15, 1999) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.05987075%.
PASS-THROUGH RATE: 6.400% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: $__________ DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING $1,397,640,242
AGREEMENT: AS OF AUGUST 10, 1999
SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: AUGUST 10, 1999
SPECIAL SERVICER: ORIX REAL ESTATE
CLOSING DATE: AUGUST 26, 1999 CAPITAL MARKETS, LLC
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND TRUST
SEPTEMBER 17, 1999 COMPANY
APPROXIMATE AGGREGATE PAYING AGENT: STATE STREET BANK AND
CERTIFICATE BALANCE TRUST COMPANY
OF THE CLASS CERTIFICATES
AS OF THE CLOSING DATE: $59,399,711 CUSIP NO.: 161582AJ0
ISIN NO.: US161582AJ05
PORTAL SYMBOL NO.: CHCGC91G
CERTIFICATE NO.: G-[_]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS G CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class G Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class G
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class G Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
<TABLE>
SCHEDULE A
<CAPTION>
CERTIFICATE BALANCE OF DEFINITIVE
CERTIFICATES EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE FOR OR UPON
TRANSFER OF, AN INTEREST IN THIS BOOK- REMAINING PRINCIPAL AMOUNT OF NOTATION
DATE ENTRY CERTIFICATE BOOK-ENTRY CERTIFICATE MADE BY
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<S> <C> <C> <C>
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</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-9
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS H
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.]2
THIS CERTIFICATE IS ISSUED ON AUGUST 26, 1999, AND BASED ON ITS ISSUE PRICE OF
67.52590%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
32.66961111%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 11.00%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (AUGUST 26, 1999 TO SEPTEMBER 15, 1999) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.05376880%.
PASS-THROUGH RATE: 6.400% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: $__________ DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING $1,397,640,242
AGREEMENT: AS OF AUGUST 10, 1999
SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: AUGUST 10, 1999
SPECIAL SERVICER: ORIX REAL ESTATE
CLOSING DATE: AUGUST 26, 1999 CAPITAL MARKETS, LLC
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND TRUST
SEPTEMBER 17, 1999 COMPANY
APPROXIMATE AGGREGATE PAYING AGENT: STATE STREET BANK AND
CERTIFICATE BALANCE TRUST COMPANY
OF THE CLASS H CERTIFICATES
AS OF THE CLOSING DATE: $10,482,302 CUSIP NO.: 161582AK7
ISIN NO.: US161582AK7
PORTAL SYMBOL NO.: CHCGC91H
CERTIFICATE NO.: H-[_]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS H CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class H Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class H
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class H Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
<TABLE>
SCHEDULE A
<CAPTION>
CERTIFICATE BALANCE OF DEFINITIVE
CERTIFICATES EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE FOR OR UPON
TRANSFER OF, AN INTEREST IN THIS BOOK- REMAINING PRINCIPAL AMOUNT OF NOTATION
DATE ENTRY CERTIFICATE BOOK-ENTRY CERTIFICATE MADE BY
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<S> <C> <C> <C>
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</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-10
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS I
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS I CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.]2
THIS CERTIFICATE IS ISSUED ON AUGUST 26, 1999, AND BASED ON ITS ISSUE PRICE OF
63.43210%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
36.76341111%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 11.72%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (AUGUST 26, 1999 TO SEPTEMBER 15, 1999) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.05398435%.
PASS-THROUGH RATE: 6.400% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: $__________ DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING $1,397,640,242
AGREEMENT: AS OF AUGUST 10, 1999
SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: AUGUST 10, 1999
SPECIAL SERVICER: ORIX REAL ESTATE
CLOSING DATE: AUGUST 26, 1999 CAPITAL MARKETS, LLC
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND TRUST
SEPTEMBER 17, 1999 COMPANY
APPROXIMATE AGGREGATE PAYING AGENT: STATE STREET BANK AND
CERTIFICATE BALANCE TRUST COMPANY
OF THE CLASS I CERTIFICATES
AS OF THE CLOSING DATE: $10,482,301 CUSIP NO.: 161582AL5
ISIN NO.: US161582AL50
PORTAL SYMBOL NO.: CHCGC91I
CERTIFICATE NO.: I-[_]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS I CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class I Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class I
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class I Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
<TABLE>
SCHEDULE A
<CAPTION>
CERTIFICATE BALANCE OF DEFINITIVE
CERTIFICATES EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE FOR OR UPON
TRANSFER OF, AN INTEREST IN THIS BOOK- REMAINING PRINCIPAL AMOUNT OF NOTATION
DATE ENTRY CERTIFICATE BOOK-ENTRY CERTIFICATE MADE BY
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<S> <C> <C> <C>
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</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-11
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS J
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.]2
THIS CERTIFICATE IS ISSUED ON AUGUST 26, 1999, AND BASED ON ITS ISSUE PRICE OF
54.61010%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
45.58541111%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 13.53%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (AUGUST 26, 1999 TO SEPTEMBER 15, 1999) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.05139751%.
PASS-THROUGH RATE: 6.400% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: $__________ DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING $1,397,640,242
AGREEMENT: AS OF AUGUST 10, 1999
SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: AUGUST 10, 1999
SPECIAL SERVICER: ORIX REAL ESTATE
CLOSING DATE: AUGUST 26, 1999 CAPITAL MARKETS, LLC
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND TRUST
SEPTEMBER 17, 1999 COMPANY
APPROXIMATE AGGREGATE PAYING AGENT: STATE STREET BANK AND
CERTIFICATE BALANCE TRUST COMPANY
OF THE CLASS J CERTIFICATES
AS OF THE CLOSING DATE: $20,964,604 CUSIP NO.: 161582AM3
ISIN NO.: US161582AM34
PORTAL SYMBOL NO.: CHCGC91J
CERTIFICATE NO.: J-[__]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS J CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class J Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class J
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class J Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
<TABLE>
SCHEDULE A
<CAPTION>
CERTIFICATE BALANCE OF DEFINITIVE
CERTIFICATES EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE FOR OR UPON
TRANSFER OF, AN INTEREST IN THIS BOOK- REMAINING PRINCIPAL AMOUNT OF NOTATION
DATE ENTRY CERTIFICATE BOOK-ENTRY CERTIFICATE MADE BY
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<S> <C> <C> <C>
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</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-12
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS K
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS K CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.]2
THIS CERTIFICATE IS ISSUED ON AUGUST 26, 1999, AND BASED ON ITS ISSUE PRICE OF
51.85220%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
48.34331111%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 13.87%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (AUGUST 26, 1999 TO SEPTEMBER 15, 1999) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.04105438%.
PASS-THROUGH RATE: 6.400% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: $_________ DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING $1,397,640,242
AGREEMENT: AS OF AUGUST 10, 1999
SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: AUGUST 10, 1999
SPECIAL SERVICER: ORIX REAL ESTATE
CLOSING DATE: AUGUST 26, 1999 CAPITAL MARKETS, LLC
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND TRUST
SEPTEMBER 17, 1999 COMPANY
APPROXIMATE AGGREGATE PAYING AGENT: STATE STREET BANK AND
CERTIFICATE BALANCE TRUST COMPANY
OF THE CLASS K CERTIFICATES
AS OF THE CLOSING DATE: $6,988,201 CUSIP NO.: 161582AN1
ISIN NO.: US161582AN17
PORTAL SYMBOL NO.: CHCGC91K
CERTIFICATE NO.: K-[__]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS K CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class K Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class K
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class K Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
<TABLE>
SCHEDULE A
<CAPTION>
CERTIFICATE BALANCE OF DEFINITIVE
CERTIFICATES EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE FOR OR UPON
TRANSFER OF, AN INTEREST IN THIS BOOK- REMAINING PRINCIPAL AMOUNT OF NOTATION
DATE ENTRY CERTIFICATE BOOK-ENTRY CERTIFICATE MADE BY
- ------------------ ----------------------------------------- ------------------------------- ---------------------
<S> <C> <C> <C>
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</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-13
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS L
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS L CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.]2
THIS CERTIFICATE IS ISSUED ON AUGUST 26, 1999, AND BASED ON ITS ISSUE PRICE OF
46.55220%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
53.64331111%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 15.29%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (AUGUST 26, 1999 TO SEPTEMBER 15, 1999) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.03692847%.
PASS-THROUGH RATE: 6.400% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: $_________ DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING $1,397,640,242
AGREEMENT: AS OF AUGUST 10, 1999
SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: AUGUST 10, 1999
SPECIAL SERVICER: ORIX REAL ESTATE
CLOSING DATE: AUGUST 26, 1999 CAPITAL MARKETS, LLC
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND TRUST
SEPTEMBER 17, 1999 COMPANY
APPROXIMATE AGGREGATE PAYING AGENT: STATE STREET BANK AND
CERTIFICATE BALANCE TRUST COMPANY
OF THE CLASS L CERTIFICATES
AS OF THE CLOSING DATE: $8,735,252 CUSIP NO.: 161582AP6
ISIN NO.: US161582AP64
PORTAL SYMBOL NO.: CHCGC91L
CERTIFICATE NO.: L-[_]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS L CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class L Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class L
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class L Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
<TABLE>
SCHEDULE A
<CAPTION>
CERTIFICATE BALANCE OF DEFINITIVE
CERTIFICATES EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE FOR OR UPON
TRANSFER OF, AN INTEREST IN THIS BOOK- REMAINING PRINCIPAL AMOUNT OF NOTATION
DATE ENTRY CERTIFICATE BOOK-ENTRY CERTIFICATE MADE BY
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<S> <C> <C> <C>
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</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-14
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS M
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.]2
THIS CERTIFICATE IS ISSUED ON AUGUST 26, 1999, AND BASED ON ITS ISSUE PRICE OF
28.08530%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
72.11021111%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 23.56%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (AUGUST 26, 1999 TO SEPTEMBER 15, 1999) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.01024042%.
PASS-THROUGH RATE : 6.400% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: $__________ DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING $1,397,640,242
AGREEMENT: AS OF AUGUST 10, 1999
SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: AUGUST 10, 1999
SPECIAL SERVICER: ORIX REAL ESTATE
CLOSING DATE: AUGUST 26, 1999 CAPITAL MARKETS, LLC
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND TRUST
SEPTEMBER 17, 1999 COMPANY
APPROXIMATE AGGREGATE PAYING AGENT: STATE STREET BANK AND
CERTIFICATE BALANCE TRUST COMPANY
OF THE CLASS M CERTIFICATES
AS OF THE CLOSING DATE: $26,205,752 CUSIP NO.: 161582AQ4
ISIN NO.: US161582AQ48
PORTAL SYMBOL NO.: CHCGC91M
CERTIFICATE NO.: M-[__]
- --------
If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
<PAGE>
CLASS M CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class M Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class M
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class J Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
<TABLE>
SCHEDULE A
<CAPTION>
CERTIFICATE BALANCE OF DEFINITIVE
CERTIFICATES EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE FOR OR UPON
TRANSFER OF, AN INTEREST IN THIS BOOK- REMAINING PRINCIPAL AMOUNT OF NOTATION
DATE ENTRY CERTIFICATE BOOK-ENTRY CERTIFICATE MADE BY
- ------------------ ----------------------------------------- ------------------------------- ---------------------
<S> <C> <C> <C>
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</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-15
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS X
THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X
CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND
LOSSES ON THE OTHER CLASSES OF REGULAR CERTIFICATES. ACCORDINGLY, THE INTEREST
PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS
CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE IS ISSUED ON AUGUST 26, 1999, AT AN ISSUE PRICE OF 2.53090% OF
THE INITIAL CLASS X NOTIONAL AMOUNT, INCLUDING ACCRUED INTEREST, AND A STATED
REDEMPTION PRICE AT MATURITY EQUAL TO ALL INTEREST DISTRIBUTIONS EXPECTED TO BE
RECEIVED HEREON, AND IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL
INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH
PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO PRICE
THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO PREPAY ON
THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE OF THE
INITIAL CLASS X NOTIONAL AMOUNT IS APPROXIMATELY 1.58879500%; (II) THE ANNUAL
YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY
9.75%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD
(AUGUST 26, 1999 TO SEPTEMBER 15, 1999) AS A PERCENTAGE OF THE INITIAL CLASS X
NOTIONAL AMOUNT, CALCULATED USING THE EXACT METHOD, IS APPROXIMATELY
0.01300441%.
THE PASS-THROUGH RATE ON THE CLASS APPROXIMATE AGGREGATE SCHEDULED
X CERTIFICATES WILL BE EQUAL TO PRINCIPAL BALANCE OF THE MORTGAGE
THE EXCESS, IF ANY, OF (i) THE LOANS AFTER DEDUCTING PAYMENTS DUE
WEIGHTED AVERAGE NET MORTGAGE RATE AND PREPAYMENTS RECEIVED ON OR
OF THE MORTGAGE LOANS OVER BEFORE CUT-OFF DATE:
(ii) THE WEIGHTED AVERAGE OF THE $1,397,640,242
PASS-THROUGH RATES OF THE OTHER
CERTIFICATES (OTHER THAN THE SERVICER: THE CHASE MANHATTAN
RESIDUAL CERTIFICATES)1 BANK
DENOMINATION: $[____________] SPECIAL SERVICER: ORIX REAL
ESTATE CAPITAL MARKETS, LLC
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF AUGUST 10, 1999 TRUSTEE: STATE STREET BANK AND
TRUST COMPANY
CUT-OFF DATE: AUGUST 10, 1999
PAYING AGENT: STATE STREET BANK
CLOSING DATE: AUGUST 26, 1999 AND TRUST COMPANY
FIRST DISTRIBUTION DATE: CUSIP NO.: 161582AC5
SEPTEMBER 17, 1999
ISIN NO.: US161582AC51
APPROXIMATE AGGREGATE NOTIONAL
AMOUNT OF THE CLASS X CERTIFICATES COMMON CODE NO.: 010137659
AS OF THE CLOSING DATE:
$1,397,640,241 CERTIFICATE NO.: X-[_]
- --------
1 If this Certificate represents a Book-Entry Certificate registered in the name
of Cede & Co., it shall have this legend.
2 As more particularly described in the Pooling and Servicing Agreement,
interest on the Class X Certificates will be based upon two separate components,
each with their own Pass-Through Rate and Notional Amount.
<PAGE>
CLASS X CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class X Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Notional Amount of the Class X
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of interest then distributable, if any,
allocable to the Class of Certificates of the same Class as this Certificate for
such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate will not be entitled to distributions in
respect of principal. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date in an amount equal to the sum
of one-month's interest on such Class at the Component Pass-Through Rates
thereof on the notional amounts thereof immediately prior to such Distribution
Date, as more particularly described in the Pooling and Servicing Agreement.
Interest allocated to this Certificate on any Distribution Date will be in an
amount due to this Certificate's pro rata share of the Available Distribution
Amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Collateral Support Deficit, Certificate Deferred Interest and
Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit, Certificate
Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent described in the Pooling
and Servicing Agreement. Interest or other income earned on funds in the
Certificate Account and Interest Reserve Account will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent, and the Certificate Registrar and any of their agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-16
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS R
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR , LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF
OF OR INVESTING THE ASSETS OF A PLAN.
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED
ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT.
PERCENTAGE INTEREST EVIDENCED BY THIS APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATE: [___]% BALANCE OF THE MORTGAGE LOANS AFTER
DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DATE OF POOLING AND SERVICING RECEIVED ON OR BEFORE CUT-OFF DATE:
AGREEMENT: AS OF AUGUST 10, 1999 $1,397,640,242
CUT-OFF DATE: AUGUST 10, 1999 SERVICER: THE CHASE MANHATTAN BANK
CLOSING DATE: AUGUST 26, 1999 SPECIAL SERVICER: ORIX REAL ESTATE
CAPITAL MARKETS, LLC
FIRST DISTRIBUTION DATE:
SEPTEMBER 17, 1999 TRUSTEE: STATE STREET BANK AND TRUST
COMPANY
CLASS R PERCENTAGE INTEREST: 100%
PAYING AGENT: STATE STREET BANK AND
TRUST COMPANY
CERTIFICATE NO.: R-[__]
<PAGE>
CLASS R CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT FIRST UNION CAPITAL MARKETS CORP.
is the registered owner of the interest evidenced by this Certificate in the
Class R Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class R
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Class R Certificate is a "residual interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income. The Holder of the largest Percentage Interest in the Class R
Certificates shall be the "tax matters person" for the Upper-Tier REMIC pursuant
to Treasury Regulations Section 1.860F-4(d), and the Servicer is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person".
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Interest Reserve Account will be paid to
the Servicer as set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under Section 5.02(d) of the
Pooling and Servicing Agreement to deliver payments to a Person other than such
Person. The rights of each Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following provisions: (A) No Person
holding or acquiring any Ownership Interest in a Class R Certificate shall be a
Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent"), a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited
Holder") or a Non-U.S. Person and shall promptly notify the Servicer, the
Trustee, Paying Agent and the Certificate Registrar of any change or impending
change to such status; (B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Class R Certificate shall be
registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a
"Transfer Affidavit") from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is not a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, and that it has
reviewed the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement and agrees to be bound by them; (C) Notwithstanding the delivery of a
Transfer Affidavit by a proposed Transferee under clause (B) above, if the
Certificate Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person, no Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected; and (D) Each Person holding or
acquiring any Ownership Interest in a Class R Certificate shall agree (1) to
require a Transfer Affidavit from any prospective Transferee to whom such Person
attempts to transfer its Ownership Interest in such Class R Certificate and (2)
not to transfer its Ownership Interest in such Class R Certificate unless it
provides to the Certificate Registrar a letter substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit D-2 (a "Transferor
Letter") certifying that, among other things, it has no actual knowledge that
such prospective Transferee is a Disqualified Organization, an Agent thereof, an
ERISA Prohibited Holder or a Non-U.S. Person.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED SIGNATORY
Dated: August 26, 1999
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-17
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-1, CLASS LR
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF
OF OR INVESTING THE ASSETS OF A PLAN.
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED
ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT.
PERCENTAGE INTEREST EVIDENCED BY THIS APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATE: [___]% BALANCE OF THE MORTGAGE LOANS AFTER
DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DATE OF AGREEMENT: AS OF AUGUST 10, RECEIVED ON OR BEFORE CUT-OFF DATE:
1999 $1,397,640,242
CUT-OFF DATE: AUGUST 10, 1999 SERVICER: THE CHASE MANHATTAN BANK.
CLOSING DATE: AUGUST 26, 1999 SPECIAL SERVICER: ORIX REAL ESTATE
CAPITAL MARKETS, LLC.
FIRST DISTRIBUTION DATE:
SEPTEMBER 17, 1999 TRUSTEE: STATE STREET BANK AND TRUST
COMPANY
CLASS LR PERCENTAGE INTEREST: 100%
PAYING AGENT: STATE STREET BANK AND
TRUST COMPANY
CERTIFICATE NO.: LR-[__]
<PAGE>
CLASS LR CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT FIRST UNION CAPITAL MARKETS CORP.
is the registered owner of the interest evidenced by this Certificate in the
Class LR Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class LR
Certificates. The Certificates are designated as the Chase Manhattan Bank -
First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1 and are issued in seventeen classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Class LR Certificate is a "residual interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income. The Holder of the largest Percentage Interest in the Class LR
Certificates shall be the "tax matters person" for the Lower-Tier REMIC pursuant
to Treasury Regulations Section 1.860F-4(d), and the Servicer is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person".
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Interest Reserve Account will be paid to
the Servicer as set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Each Person who has or who acquires any Ownership Interest in a
Class LR Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under Section 5.02(d) of the
Pooling and Servicing Agreement to deliver payments to a Person other than such
Person. The rights of each Person acquiring any Ownership Interest in a Class LR
Certificate are expressly subject to the following provisions: (A) No Person
holding or acquiring any Ownership Interest in a Class LR Certificate shall be a
Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent"), a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited
Holder") or a Non-U.S. Person and shall promptly notify the Servicer, the
Trustee, Paying Agent and the Certificate Registrar of any change or impending
change to such status; (B) In connection with any proposed Transfer of any
Ownership Interest in a Class LR Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Class LR Certificate shall be
registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a
"Transfer Affidavit") from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is not a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, and that it has
reviewed the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement and agrees to be bound by them; (C) Notwithstanding the delivery of a
Transfer Affidavit by a proposed Transferee under clause (B) above, if the
Certificate Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person, no Transfer of an Ownership Interest in a Class LR Certificate
to such proposed Transferee shall be effected; and (D) Each Person holding or
acquiring any Ownership Interest in a Class LR Certificate shall agree (1) to
require a Transfer Affidavit from any prospective Transferee to whom such Person
attempts to transfer its Ownership Interest in such Class LR Certificate and (2)
not to transfer its Ownership Interest in such Class LR Certificate unless it
provides to the Certificate Registrar a letter substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit D-2 (a "Transferor
Letter") certifying that, among other things, it has no actual knowledge that
such prospective Transferee is a Disqualified Organization, an Agent thereof, an
ERISA Prohibited Holder or a Non-U.S. Person.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein; provided, that such change shall not result
in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; provided, that
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
any provisions to such extent as is necessary to maintain the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the
imposition of any tax, provided, however, an Opinion of Counsel is obtained to
the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax; to change the timing and/or nature of deposits into the
Certificate Account or Distribution Account or REO Account or to change the name
in which the Certificate Account is maintained, provided, however, that the P&I
Advance Date shall not be later than the related Distribution Date, an Opinion
of Counsel is obtained to the effect that such action shall not adversely affect
in any material respect the interest of any Certificateholder and that such
action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: August 26, 1999
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS LR CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Authenticating Agent under
the Pooling and Servicing Agreement
By:
---------------------------
AUTHORIZED SIGNATORY
Dated: August 26, 1999
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
________________________________________
Dated: ________________________ NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate in every particular
without alteration or enlargement or
any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
<TABLE>
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST SERIES 1999-1
EXHIBIT B - MORTGAGE LOAN SCHEDULE
<CAPTION>
ID Property Name Address City
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 1845 Walnut Street 1845 Walnut Street Philadelphia
2 19 Sentry Parkway 19 Sentry Parkway Blue Bell
3 200 N Maryland 200 N. Maryland Avenue Glendale
4 302 West Fifth Street 302 West Fifth Street San Pedro
5 39-41 North Fullerton Avenue 39-41 North Fullerton Avenue Montclair
- ------------------------------------------------------------------------------------------------------------------------------------
6 4220 East Craig Road 4220 East Craig Road Las Vegas
7 4480 W. Spring Mountain Road 4480 W. Spring Mountain Road Las Vegas
8 5350 & 5400 Shawnee Road 5340 & 5400 Shawnee Road Alexandria
9 560 East McKinley Avenue 520-560 McKinley Mundelein
10 745 64th Street 745 64th Street Brooklyn
- ------------------------------------------------------------------------------------------------------------------------------------
11 8899 Beverly Boulevard Building 8899 Beverly Boulevard West Hollywood
12 90 & 100 John Street 90-100 John Street New York
13 Affordable Self Storage 95 First Avenue Pacheco
14 Albany Mall 2601 Dawson Road Albany
15 Anacuitas Manor Apartments 1100 Anacuitas Street Mercedes
- ------------------------------------------------------------------------------------------------------------------------------------
16 Anza Center 4142 Pacific Coast Hwy. Torrance
17 Aquatic Park Center - Phase III Seventh St & Heinz Ave. Berkeley
18 Arleta Shopping Center 14421-14439 Van Nuys Blvd. Arleta
19 Arrow Citrus Shopping Center 1375-1467 N. Citrus Ave. Covina
20 Ashford Manor Apartments 153-6212 DE ROSA DRIVE Las Vegas
- ------------------------------------------------------------------------------------------------------------------------------------
21 Ashton Ridge Apartments 2522 Callier Springs Road Rome
22 Ashwood Court 1110-1138 Barclay St. & 1521-1535 Magnolia Ave. St. Paul
23 Avondale Manors 509-521 SW 2nd Place Pompano Beach
24 Baker Hill Shopping Center 830 - 944 Roosevelt Road Glen Ellyn
25 Beacon Pointe 2810 Nathaniel Way Edgemere
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26 Bel Aire Apartments 4124 Pennwood Ave. Las Vegas
27 Bentwood Apartments 1111 Austin Highway San Antonio
28 Blue Angel Crossing Blue Angel Pkwy. & Hwy. 98 Pensacola
29 Breckenridge Apartments 239 Orville Street Fairborn
30 Bridgewood Apartments 5655 N. Marty Fresno
- ------------------------------------------------------------------------------------------------------------------------------------
31 Butterfield Plaza Fourth Street and Ocotillo Avenue Benson
32 Canal Place Apartments 2280 West Business 77 San Benito
33 Capitol Square 450 N Street Sacramento
34 Cedarwood Apartments 5101 Belle Terrace Bakersfield
35 Central Park Place 2875 Central Park Way Grand Rapids
- ------------------------------------------------------------------------------------------------------------------------------------
36 Chambrel @ Island Lake 160 Islander Court Longwood
37 Chapel Trail Commerce Center II 20911 Johnson Street Pembroke Pines
38 Chestnut Ridge 3200 Chestnut Ridge Road Pittsburgh
39 Clover Apartments 6001 N. Church Street Tampa
40 Collegiate Suites Apartments, Phases 3 & 4 1103, 1201, 1300 - 1302 Patrick Henry Drive Blacksburg
- ------------------------------------------------------------------------------------------------------------------------------------
41 Columbard Apartments 5801 Ming Ave. Bakersfield
42 Continental Plaza 855 West University Mesa
43 Continental Terrace Apartments 6915 - 6921 Lewiston Way Sacramento
44 Cooper Street Shopping Center 1701 - 1725 S. Cooper Street Arlington
45 Country Club 1130 Pine Valley Lane Toledo
- ------------------------------------------------------------------------------------------------------------------------------------
46 CVS Lynchburg_Wards & Fort 2009 Wards Road Lynchburg
47 CVS Madison Heights 1539 Amherst Highway Madison Heights
48 CVS Webster Ridge 937 Ridge Road Webster
49 CVS Worcester Grafton 100 Worcester Street Grafton
50 Do It Yourself Storage 575 California Avenue & 655 Redwood Ave. Sand City
- ------------------------------------------------------------------------------------------------------------------------------------
51 Eagle - Joliet 2614 West Jefferson Street Joliet
52 Eastridge Court Office Building 124 South 400 East Salt Lake City
53 Eckerd South Plainfield 2301 Park Ave South Plainfield
54 Elwood Shopping Center 1912-1968 Jericho Turnpike East Northport
55 Finchley Gardens 203 - 225 Main Street South Bound Brook
- ------------------------------------------------------------------------------------------------------------------------------------
56 Fire Lake Plaza 12812 Old Glenn Highway Eagle River
57 Fleetwood 15885 Memorial Drive Houston
58 Forest Glen Apartments 1800 Murton Avenue Vancouver
59 Forest View MHC 600 McCabe Road La Porte
60 Fountain Head MHC 509 Brand Lane Stafford
- ------------------------------------------------------------------------------------------------------------------------------------
61 Gardena Gateway Center 1304-1398 Artesia Boulevard Gardena
62 Gaston Place Assisted Living Facility 1750 Robinwood Road Gastonia
63 Gateway Business Park C1 6330 South Pecos Road Las Vegas
64 Georgetown Apartments 2520-2570 Winstel Blvd. Tucson
65 Georgetown Park Apartments 2100 Georgetown Parkway Fenton
- ------------------------------------------------------------------------------------------------------------------------------------
66 Golden Oaks Apartments 800 N. Lovers Lane Visalia
67 Governor's Ridge Assisted Living Facility 300 Devereaux Decatur
68 Graduate Court Apartments 302 - 304 14th Street Charlottesville
69 Green Acres Mobile Home Park 53752 Appleton Rd. Milton-Freewater
70 Greentree Apartments 10725 Abercorn Extension Savannah
- ------------------------------------------------------------------------------------------------------------------------------------
71 Gresham Town Fair 300-900 NW Eastman Parkway Gresham
72 Hamden Center II 2321 - 2361 Whitney Ave Hamden
73 Hampton House 1801 Dorchester Road Brooklyn
74 Hampton Inn 5434 Kearney Mesa Road San Diego
75 Hampton Inn - Montgomery 1455 East Blvd. Montgomery
- ------------------------------------------------------------------------------------------------------------------------------------
76 Hampton Inn - Staunton 1490 Greenville Ave. Staunton
77 Harbour Financial Centre 2401 PGA Blvd. Palm Beach Gardens
78 Hidden Cove Apartments 3335 and 3350 Hauck Street Las Vegas
79 Highland Park 7440 Riverside Parkway Austell
80 Hilldale Plaza Shopping Center 1520-1566 Sumner Street Hartford
81 Hillview Apartments 2097 Hillview Street Sarasota
82 Holiday Inn Express - Thornburg 6509 Dan Bell Lane Thornburg
83 Holiday Inn Express Monroe 608 West Roosevelt Rd Monroe
84 Holiday Inn Southern Pines US Highway 1 @ Morganton Road Southern Pines
- ------------------------------------------------------------------------------------------------------------------------------------
85 Homewood Suites - Austin 10925 Stonelake Blvd. Austin
86 Hunter's Ridge Apartments 100 - 1300 Hunters Road Radford
87 IHOP Chatsworth Devonshire 21105 Devonshire Street Chatsworth
88 IHOP San Antonio Loop 1604 Loop 1604 & US 281 San Antonio
89 Jackson Square Center 315 South James St. Jacksonville
- ------------------------------------------------------------------------------------------------------------------------------------
90 Johnston Square 7001-7139 Sewells Point Road Norfolk
91 Jumping Brook 3633 (East) & 3805 (West) Route 33 Neptune
92 Kendall Lake Towers 15221 SW 80th Street Miami
93 Kings Courtyard Apartments 4888 21st Ave. North St. Petersburg
94 KMart Plaza Shopping Center 2531 S. College Ave. Ft. Collins
- ------------------------------------------------------------------------------------------------------------------------------------
95 Lodi Shopping Center 1 Memorial Drive Lodi
96 Loma Square Center 3333 Rosecrans Street San Diego
97 Madison Estates 8645 Fredricksburg Road San Antonio
98 Magic City Shopping Center 235 Wooster Road North Barberton
99 Magnolia Plaza 10171-10191 Magnolia Ave. Riverside
- ------------------------------------------------------------------------------------------------------------------------------------
100 Manhattan Bridge Overpass - Industrial Various Brooklyn
100 a Garr 3 & 4 41-59 Washington Street Brooklyn
100 b Garr 5 60-72 Washington Street Brooklyn
100 c Garr 6 50 Washington Street Brooklyn
101 Manor Shopping Center Millersville Pike and Charles Road Lancaster
- ------------------------------------------------------------------------------------------------------------------------------------
102 Mariners Village Apartments 3202 S. Orlando Drive Sanford
103 Marsh Cove Apartments 11400 White Bluff Road Savannah
104 McCandless Towers I 3945 & 3955 Freedom Circle Santa Clara
105 Meadow Oaks Apartments 3634 Colonial Oaks Lane Memphis
106 Ming Tree Apartments 5601 Ming Avenue Bakersfield
- ------------------------------------------------------------------------------------------------------------------------------------
107 Motel 6 1124 Baton Rouge 10445 Rieger Road Baton Rouge
108 Motel 6 1179 Moline 2359 69TH Avenue Moline
109 Motel 6 1252 Knoxville 402 Lovell Road Knoxville
110 Motel 6 161 Omaha 10708 M Street Omaha
111 Motel 6 212 McAllen 700 US 83 Expressway McAllen
- ------------------------------------------------------------------------------------------------------------------------------------
112 Motel 6 234 Murfreesboro 114 Chaffin Place Murfreesboro
113 Motel 6 261 Grand Junction 776 Horizon Drive Grand Junction
114 Motel 6 446 Dallas Grand Prarie 406 E. Safari Road Grand Prairie
115 Motel 6 551 Houston Clark Lake Webster 1001 W. Nasa Road 1 Webster
116 Muirwood Village - Zanesville 1259 Muirwood Drive Columbus
- ------------------------------------------------------------------------------------------------------------------------------------
117 New Plaza Apartments 1115 12th Street, NW Washington
118 Newberry Commons Shopping Center Interstate 83 and Robinhood Drive Newberry Township
119 North Street Shopping Center 1 Padanaram Road Danbury
120 Norwest Bank Office Building 5353 West Dartmouth Avenue Denver
121 Nottingham Lakes Apartments 100 Nottingham Circle Greenacres City
- ------------------------------------------------------------------------------------------------------------------------------------
122 Oaks at Hampton 643 Dorchester Rochester Hills
123 Oasis Apartments 2550 North Dodge Blvd Tucson
124 Orange County Office Portfolio Various Various
124 a Corporate Park Plaza 30 Corporate Park Irvine
124 b Airway Business Center - East 3100 Airway Costa Mesa
- ------------------------------------------------------------------------------------------------------------------------------------
124 c Irvine Corporate Park 2132 -2144 Michelson Irvine
124 d Jamboree Business Center 2691 Richter Avenue Irvine
124 e Lake Forest Corporate Park 22900 - 22980 Millcreek Laguna Hills
124 f Mesa West Business Park 1000 - 1012 Brioso Drive Costa Mesa
124 g San Clemente Commerce Center 927, 929 & 931 Calle Negocio San Clemente
- ------------------------------------------------------------------------------------------------------------------------------------
125 Patrick Lane Industrial Center, Phase I 2700-2710 East Patrick Lane Las Vegas
126 Pendleton Lakes East 2727 Grand Haven Dr Reynoldsburg
127 Perimeter Lakes 6146 Perimeter Lakes Drive Dublin
128 Phillips Place Hampton Inn 6700 Phillips Place Court Charlotte
129 Pilgrim Hill Martketplace 2-8 Pilgrim Hill Road Plymouth
- ------------------------------------------------------------------------------------------------------------------------------------
130 Piney Ridge Apartments 946-A Marimich Court Eldersburg
131 Plaza at the Commons 120 South Peters Rd. Knoxville
132 Q - The Sports Club 14111 Southwest Freeway Houston
133 Quarterdeck Apartments 550 Harbor Cove Lane Charleston
134 Red Roof Inn - Anaheim 1251 N. Harbor Blvd Anaheim
- ------------------------------------------------------------------------------------------------------------------------------------
135 Red Roof Inn - Ontario 1818 E. Holt Blvd. Ontario
136 Red Roof Inn - San Dimas 204 N. village court San Dimas
137 Red Roof Inn - Victorville 13409 Mariposa Rd. Victorville
138 Redstone Park Assisted Living Facility 2410 Songbird Circle Brownwood
139 Rego Park Plaza 96-05 Queens Boulevard Rego Park
- ------------------------------------------------------------------------------------------------------------------------------------
140 Residence at Turnberry 1631 Hill Rd Pickerington
141 Rite Aid Banning 300 S. Highland Springs Road Banning
142 Rite Aid Blythe 890 East Hobson Way Blythe
143 Rite Aid California City 9482 California City Boulevard California City
144 Rite Aid Chardon 501 Water Street Chardon
- ------------------------------------------------------------------------------------------------------------------------------------
145 Rite Aid Danville Riverside 3200 Riverside Drive Danville
146 Rite Aid Fremont 924 W. Main St. Fremont
147 Rite Aid Oakley 2555 Main Street Oakley
148 Rite Aid Pittsfield 41 Carroll Street Pittsfield
149 Rite Aid, Baltimore Street, Baltimore 125 E. Baltimore Street Baltimore
- ------------------------------------------------------------------------------------------------------------------------------------
150 Rite Aid, Gibbstown 380 Harmony Road Gibbstown, Greenwich Township
151 Rite Aid, New Oxford 5675 York Road New Oxford Township
152 Royal Garden Apartments 15240 Kittridge Street Van Nuys
153 Saint Paul Court 3120 Saint Paul Street Baltimore
154 Saint Paul Regency 1008-1010 Saint Paul Street Baltimore
- ------------------------------------------------------------------------------------------------------------------------------------
155 Salisbury Gardens Assisted Living Facility 2201 Statesville Boulevard Salisbury
156 San Francisco Executive Park 150 - 250 Executive Park Boulevard San Francisco
157 Sandpiper Apartments 4650 West Oakey Boulevard Las Vegas
158 Sandy Park 1049 Brentwood Drive Daytona Beach
159 Shaker Heights 1218 Wahnish Way Tallahassee
- ------------------------------------------------------------------------------------------------------------------------------------
160 Shasta Executive Plaza Center 1900 Churn Creek Rd Redding
161 Shop City 1802 Teall Avenue/Grant Blvd Syracuse
162 Shops at Kenilworth, The 800 Kenilworth Drive Towson
163 Sierra Hills Mobile Estates 12101 Indiana Avenue Riverside
164 Sierra Pacific Spectrum 10201 & 10235 South 51st Street Phoenix
- ------------------------------------------------------------------------------------------------------------------------------------
165 Smoke Tree Apts 3940 Dawes Street Riverside
166 Southland Gumpert Ft. Myers 2980 Colonial Blvd. Ft Myers
167 Southoaks Pointe Apartments 6628 Sepulveda Boulevard Van Nuys
168 Southpointe Plaza 6021-6451 Mack Road Sacramento
169 Southpointe Shopping Center 3705-3745 Drennan Road Colorado Springs
- ------------------------------------------------------------------------------------------------------------------------------------
170 Sports Authority - Braintree 200 Grossman Drive Braintree
171 Spring Mountain Durango Plaza 3455 South Durango Drive Las Vegas
172 Stop & Shop Grafton Worcester 100 Worcester Street Grafton
173 Story Road Retail 779 Story Road San Jose
174 Summercrest Apartments 2832-2860 West Ball Road Anaheim
- ------------------------------------------------------------------------------------------------------------------------------------
175 SummersGate 440 Old York Road Jenkintown
176 Tamarac Marketplace 10010 West McNab Road Tamarac
177 Texas Central Bank 3409 N. Central Expressway Plano
178 The Bloomington Apartment Portfolio Various Various
178 a 1 - 7 Keisha Drive Apartments 1-7 Keisha Drive Bloomington
- ------------------------------------------------------------------------------------------------------------------------------------
178 b 326-336 E. Vernon Street Apartments 326-336 E. Vernon St. Normal
178 c 503 S Main Street Apartments 503 S. Main Street Normal
178 d 604 Dale Steet Apartments 604 Dale Street Normal
178 e 712 Adelaide Street Apartments 712 N. Adelaide Normal
179 The Gardens at Palisades 970 Momument St. Los Angeles
- ------------------------------------------------------------------------------------------------------------------------------------
180 The Gardens Shopping Center Route 29 North Charlottesville
181 The North Charles Building 2701 North Charles Street Baltimore
182 The Oaks Apartments 600 South Broadway Sylacauga
183 The Townhouse Apartments 65 and 75-77 Prospect Street Stamford
184 Triple T Mobile Home Park 6439 West Myrtle Avenue Glendale
- ------------------------------------------------------------------------------------------------------------------------------------
185 Twin Lakes MHC 4946 Lake Village San Antonio
186 Union Park Assisted Living Facility 1316 Patterson Avenue Monroe
187 Vaquero Place 7678 Highway 90 West San Antonio
188 Venice/National Center 8905 Venice Blvd. Los Angeles
189 Villa Park III 7870 Villa Park Drive Richmond
- ------------------------------------------------------------------------------------------------------------------------------------
190 Village Square Apartments 8670 Devonshire Court Manassas
191 Vinci Plaza 11901 Santa Monica Blvd. Los Angeles
192 Vista Medical Office Building 2067 West Vista Way Vista
193 VPC Center 861 Yamato Road Boca Raton
194 Water Club 1225 South Beach Street Daytona Beach
- ------------------------------------------------------------------------------------------------------------------------------------
195 Waterford Landing @ Hermitage 5901 Old Hickory Boulevard Hermitage
196 Waters Edge Apartments 9989 Dorchester Road Summerville
197 Waterside Gardens 632 Schindler Drive Brick Township
198 Waterstone 6710 Hollow Run Circle Indianapolis
199 West Park Royale Apartments 4201 California Bakersfield
- ------------------------------------------------------------------------------------------------------------------------------------
200 West Wind Landing Apartments 450 Johnny Mercer Boulevard Wilmington Island
201 Whispering Hills 12545 Markaire Drive Creve Cour
202 Willows of West Hills Apartments 7118 West Arbor Trace Drive Knoxville
203 Wilshire Robertson 105 North Robertson Blvd. Beverly Hills
204 Windsor Gardens 2050 South Ridgewood Avenue South Daytona Beach
205 Windstar Apartments 2802 North 7th Street Harlingen
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST SERIES 1999-1
EXHIBIT B - MORTGAGE LOAN SCHEDULE
(Continued)
<CAPTION>
Stated
Original Remaining
Term to Term to Maturity
Mortgage Net Mortgage Original Cut-off Date Maturity or Maturity or Date or
ID State Zip Code Rate Rate Balance Balance APD (mo.) APD (mo.) APD
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 PA 19103 7.320% 7.259% 27,600,000 27,584,379 120 119 07/01/09
2 PA 19422 8.100% 8.044% 6,000,000 6,000,000 120 120 08/10/09
3 CA 91206 8.125% 8.064% 1,355,000 1,355,000 120 120 08/01/09
4 CA 90731 8.500% 8.439% 1,800,000 1,799,335 120 119 07/01/09
5 NJ 7042 7.500% 7.439% 2,960,000 2,954,609 120 117 05/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
6 NV 89030 8.280% 8.224% 1,030,000 1,029,584 120 119 07/10/09
7 NV 89102 8.750% 8.689% 650,000 649,554 120 119 07/01/09
8 VA 22312 8.000% 7.944% 6,400,000 6,400,000 120 120 08/10/09
9 IL 60060 8.660% 8.599% 953,000 952,671 120 119 07/01/09
10 NY 11220 8.300% 8.244% 7,500,000 7,500,000 180 180 08/10/14
- ---------------------------------------------------------------------------------------------------------------------------------
11 CA 90048 7.750% 7.694% 5,000,000 5,000,000 120 120 08/10/09
12 NY 10038 7.270% 7.209% 50,000,000 50,000,000 120 117 05/01/09
13 CA 94553 8.500% 8.439% 3,570,000 3,567,384 120 119 07/01/09
14 GA 31707 8.330% 8.269% 31,600,000 31,587,489 120 119 07/01/09
15 TX 78570 8.875% 8.814% 1,120,000 1,118,740 180 178 06/01/14
- ---------------------------------------------------------------------------------------------------------------------------------
16 CA 90722 8.170% 8.109% 1,750,000 1,748,607 121 120 08/01/09
17 CA 94710 7.875% 7.819% 21,000,000 21,000,000 120 120 08/10/09
18 CA 91331 8.060% 7.999% 1,350,000 1,348,897 120 119 07/01/09
19 CA 91722 7.860% 7.799% 7,071,000 7,067,663 120 119 07/01/09
20 NV 89108 8.125% 8.069% 7,155,000 7,149,243 120 119 07/10/09
- ---------------------------------------------------------------------------------------------------------------------------------
21 GA 30161 8.625% 8.564% 1,496,000 1,495,117 360 359 07/01/29
22 MN 55106 7.875% 7.814% 4,160,000 4,155,165 120 118 06/01/09
23 FL 33060 8.750% 8.689% 1,560,000 1,557,467 120 118 06/01/09
24 IL 60137 7.940% 7.879% 16,335,000 16,335,000 120 119 07/01/09
25 MD 21219 7.850% 7.789% 5,550,000 5,547,371 120 119 07/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
26 NV 89102 8.540% 8.479% 2,550,000 2,549,073 120 119 07/01/09
27 TX 78209 7.625% 7.564% 2,800,000 2,795,075 120 117 05/01/09
28 FL 32506 7.240% 7.179% 4,900,000 4,856,750 239 234 02/01/19
29 OH 45324 7.650% 7.594% 5,500,000 5,500,000 84 84 08/10/06
30 CA 93711 7.375% 7.314% 4,408,000 4,399,692 120 117 05/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
31 AZ 85602 8.270% 8.209% 4,690,000 4,688,099 120 119 07/01/09
32 TX 78586 8.875% 8.814% 1,275,000 1,273,565 180 178 06/01/14
33 CA 95814 7.470% 7.449% 50,000,000 50,000,000 84 84 08/01/06
34 CA 93309 7.500% 7.439% 1,656,000 1,655,116 120 119 07/01/09
35 MI 49505 7.590% 7.534% 7,200,000 7,187,210 144 141 05/10/11
- ---------------------------------------------------------------------------------------------------------------------------------
36 FL 32750 7.920% 7.859% 20,090,000 20,090,000 120 120 08/01/09
37 FL 33028 8.190% 8.129% 2,688,000 2,686,876 120 119 07/01/09
38 PA 15205 7.470% 7.414% 15,920,000 15,890,763 96 93 05/10/07
39 FL 33614 8.000% 7.939% 1,304,000 1,300,442 120 117 05/01/09
40 VA 24060 7.875% 7.814% 5,100,000 5,094,072 120 118 06/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
41 CA 93309 7.375% 7.314% 1,704,000 1,700,788 120 117 05/01/09
42 AZ 85201 8.150% 8.089% 1,625,000 1,624,310 120 119 07/01/09
43 CA 95828 7.750% 7.689% 2,590,000 2,590,000 120 120 08/01/09
44 TX 76010 8.250% 8.189% 1,040,000 1,038,131 120 118 06/01/09
45 OH 43615 7.590% 7.534% 12,150,000 12,128,417 144 141 05/10/11
- ---------------------------------------------------------------------------------------------------------------------------------
46 VA 23405 7.875% 7.814% 2,289,655 2,276,913 232 229 09/01/18
47 VA 22727 7.810% 7.749% 2,188,215 2,180,541 236 233 01/01/19
48 NY 14580 7.000% 6.939% 1,771,782 1,750,099 243 233 01/01/19
49 MA 1519 6.830% 6.769% 1,600,000 1,579,406 241 233 01/01/19
50 CA 93955 8.250% 8.189% 1,200,000 1,196,894 120 117 05/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
51 IL 60435 8.110% 8.049% 3,205,999 3,172,803 264 252 08/01/20
52 UT 84111 8.650% 8.589% 1,338,000 1,338,000 120 120 08/01/09
53 NJ 7080 6.510% 6.449% 3,365,888 3,301,409 237 228 08/01/18
54 NY 11731 7.990% 7.929% 10,275,000 10,268,092 120 119 07/01/09
55 NJ 8880 7.000% 6.939% 3,300,000 3,293,128 120 117 05/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
56 AK 99577 8.250% 8.189% 1,478,000 1,475,853 120 118 06/01/09
57 TX 77079 7.470% 7.414% 4,917,000 4,907,970 96 93 05/10/07
58 WA 98661 7.700% 7.644% 3,320,000 3,320,000 120 120 08/10/09
59 TX 77571 8.750% 8.689% 1,949,000 1,947,662 120 119 07/01/09
60 TX 77477 8.500% 8.439% 1,988,000 1,986,543 120 119 07/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
61 CA 90248 7.750% 7.689% 6,900,000 6,891,713 120 118 06/01/09
62 NC 28054 8.000% 7.939% 4,200,000 4,195,278 120 118 06/01/09
63 NV 89120 7.750% 7.689% 3,600,000 3,595,676 120 118 06/01/09
64 AZ 85716 8.000% 7.939% 1,614,000 1,614,000 120 120 08/01/09
65 MI 48430 7.940% 7.884% 20,920,000 20,910,405 96 95 07/10/07
- ---------------------------------------------------------------------------------------------------------------------------------
66 CA 93292 7.375% 7.314% 2,952,000 2,946,436 120 117 05/01/09
67 TX 76234 8.340% 8.279% 1,750,000 1,746,911 120 118 06/01/09
68 VA 22903 7.875% 7.814% 2,900,000 2,900,000 120 120 08/01/09
69 OR 97236 8.250% 8.189% 1,070,000 1,068,077 120 118 06/01/09
70 GA 31419 7.730% 7.669% 6,719,000 6,715,681 120 119 07/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
71 OR 97030 7.750% 7.689% 16,800,000 16,779,823 120 118 06/01/09
72 CT 6518 7.890% 7.829% 4,635,000 4,629,634 120 118 06/01/09
73 NY 11226 8.170% 8.109% 6,300,000 6,300,000 120 120 08/01/09
74 CA 92111 8.550% 8.489% 10,000,000 9,992,765 120 119 07/01/09
75 AL 36117 7.500% 7.439% 4,800,000 4,747,814 120 110 10/01/08
- ---------------------------------------------------------------------------------------------------------------------------------
76 VA 24401 7.990% 7.929% 3,675,000 3,641,706 120 111 11/01/08
77 FL 33410 7.000% 6.939% 12,900,000 12,810,210 180 171 11/01/13
78 NV 89102 7.880% 7.819% 10,400,000 10,400,000 120 119 07/01/09
79 GA 30001 7.700% 7.639% 8,000,000 8,000,000 120 120 08/01/09
80 WI 53027 7.875% 7.814% 2,888,000 2,885,533 119 118 06/01/09
81 FL 34239 8.100% 8.039% 1,300,000 1,297,593 120 118 06/01/09
82 VA 22565 7.000% 6.939% 1,390,000 1,375,012 180 171 11/01/13
83 NC 28110 7.000% 6.939% 1,985,000 1,951,061 240 231 11/01/18
84 NC 28388 7.750% 7.689% 3,700,000 3,645,802 120 106 06/01/08
- ---------------------------------------------------------------------------------------------------------------------------------
85 TX 78759 8.300% 8.239% 5,500,000 5,492,273 120 119 07/01/09
86 VA 24141 7.875% 7.814% 5,700,000 5,693,375 120 118 06/01/09
87 CA 91311 7.760% 7.699% 1,302,615 1,301,296 299 286 06/01/23
88 TX 78232 8.000% 7.939% 1,289,524 1,287,004 294 280 12/01/22
89 AR 72076 8.875% 8.814% 1,400,000 1,400,000 120 120 08/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
90 VA 23513 8.125% 8.064% 1,825,000 1,820,201 120 115 03/01/09
91 NJ 7753 7.240% 7.179% 12,880,000 12,813,429 120 113 01/01/09
92 FL 33193 7.375% 7.314% 8,400,000 8,384,167 120 117 05/01/09
93 FL 33713 7.750% 7.689% 1,075,000 1,075,000 120 120 08/01/09
94 CO 80525 8.270% 8.214% 4,750,000 4,750,000 120 120 08/10/09
- ---------------------------------------------------------------------------------------------------------------------------------
95 NJ 7644 7.000% 6.939% 11,750,000 11,727,309 180 178 06/01/14
96 CA 92110 7.750% 7.689% 18,550,000 18,527,721 120 118 06/01/09
97 TX 78240 7.770% 7.709% 9,900,000 9,895,178 120 119 07/01/09
98 OH 44203 7.875% 7.814% 5,300,000 5,291,318 120 117 05/01/09
99 CA 92503 8.125% 8.064% 1,600,000 1,600,000 120 120 08/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
100 NY 11201 8.130% 8.074% 18,965,000 18,965,000 120 120 08/10/09
100 a NY 11201
100 b NY 11201
100 c NY 11201
101 PA 17603 6.990% 6.930% 15,200,000 15,181,207 120 119 07/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
102 FL 32773 7.750% 7.690% 2,020,000 2,020,000 120 120 08/01/09
103 GA 31419 7.730% 7.670% 8,160,000 8,155,970 120 119 07/01/09
104 CA 95054 8.240% 8.185% 37,000,000 36,984,827 120 119 07/10/09
105 TN 38116 7.560% 7.500% 4,500,000 4,494,324 120 118 06/01/09
106 CA 93309 7.375% 7.315% 1,840,000 1,836,532 120 117 05/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
107 LA 70809 7.235% 7.030% 5,572,939 5,179,882 216 202 06/01/16
108 IL 61265 7.235% 7.030% 2,633,583 2,447,838 216 202 06/01/16
109 TN 37922 7.235% 7.030% 2,189,721 2,035,281 216 202 06/01/16
110 NE 68127 7.235% 7.030% 2,574,402 2,392,831 216 202 06/01/16
111 TX 78501 7.235% 7.030% 3,787,625 3,520,486 216 202 06/01/16
- ---------------------------------------------------------------------------------------------------------------------------------
112 TN 37130 7.235% 7.030% 2,239,039 2,081,121 216 202 06/01/16
113 CO 81506 7.235% 7.030% 4,053,943 3,768,021 216 202 06/01/16
114 TX 75050 7.235% 7.030% 3,284,581 3,052,922 216 202 06/01/16
115 TX 77598 7.235% 7.030% 4,162,443 3,868,868 216 202 06/01/16
116 OH 43701 7.800% 7.745% 6,580,000 6,580,000 144 144 08/10/11
- ---------------------------------------------------------------------------------------------------------------------------------
117 DC 20005 8.380% 8.320% 752,000 751,708 120 119 07/01/09
118 PA 17319 8.310% 8.250% 6,960,000 6,957,223 120 119 07/01/09
119 CT 6811 7.875% 7.815% 18,500,000 18,478,497 120 118 06/01/09
120 CO 80227 7.940% 7.880% 4,090,000 4,090,000 120 119 07/01/09
121 FL 33463 7.750% 7.690% 2,635,000 2,635,000 120 120 08/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
122 MI 48307 7.500% 7.445% 29,200,000 29,146,816 120 117 05/10/09
123 AZ 85716 8.500% 8.440% 2,400,000 2,400,000 120 120 08/01/09
124 CA 7.610% 7.550% 39,250,000 39,151,613 120 116 04/01/09
124 a CA 92606
124 b CA 92626
- ---------------------------------------------------------------------------------------------------------------------------------
124 c CA 92612
124 d CA 92606
124 e CA 92653
124 f CA 92627
124 g CA 92673
- ---------------------------------------------------------------------------------------------------------------------------------
125 NV 89120 8.050% 7.990% 3,450,000 3,448,480 120 119 07/10/09
126 OH 43068 7.500% 7.440% 7,575,000 7,561,203 120 117 05/10/09
127 OH 43017 7.590% 7.530% 6,400,000 6,388,631 144 141 05/10/11
128 NC 28210 6.950% 6.890% 10,875,000 10,756,728 120 111 11/01/08
129 MA 02360 7.450% 7.395% 3,900,000 3,865,583 180 167 07/10/13
- ---------------------------------------------------------------------------------------------------------------------------------
130 MD 21784 7.500% 7.440% 5,250,000 5,243,276 84 82 06/01/06
131 TN 37919 8.250% 8.190% 1,300,000 1,300,000 120 120 08/01/09
132 TX 77478 9.120% 9.060% 6,259,631 6,119,172 252 236 04/01/19
133 SC 29412 7.730% 7.670% 9,964,000 9,959,079 120 119 07/01/09
134 CA 92801 7.640% 7.580% 1,756,000 1,728,024 180 165 05/01/13
- ---------------------------------------------------------------------------------------------------------------------------------
135 CA 91761 7.640% 7.580% 1,578,000 1,552,859 180 165 05/01/13
136 CA 91773 7.640% 7.580% 3,490,000 3,434,398 180 165 05/01/13
137 CA 92392 7.640% 7.580% 2,009,000 1,976,993 180 165 05/01/13
138 TX 76801 8.340% 8.280% 2,100,000 2,096,294 120 118 06/01/09
139 NY 11475 7.250% 7.230% 82,000,000 82,000,000 120 118 06/10/09
- ---------------------------------------------------------------------------------------------------------------------------------
140 OH 43147 7.590% 7.535% 9,050,000 9,033,923 144 141 05/10/11
141 CA 92220 6.942% 6.882% 4,912,699 4,832,639 264 250 06/01/20
142 CA 92225 6.942% 6.882% 4,912,699 4,832,639 264 250 06/01/20
143 CA 92626 6.942% 6.882% 2,313,881 2,276,173 264 250 06/01/20
144 OH 44024 6.828% 6.768% 2,607,435 2,567,186 264 250 06/01/20
- ---------------------------------------------------------------------------------------------------------------------------------
145 VA 24540 7.125% 7.065% 2,300,407 2,236,612 239 225 05/01/18
146 MI 49412 6.942% 6.882% 2,086,232 2,054,533 264 250 06/01/20
147 CA 94561 6.942% 6.882% 5,158,334 5,074,271 264 250 06/01/20
148 NH 3263 6.942% 6.882% 2,279,491 2,242,343 264 250 06/01/20
149 MD 21202 6.942% 6.882% 2,841,250 2,798,079 264 250 06/01/20
- ---------------------------------------------------------------------------------------------------------------------------------
150 NJ 8027 6.942% 6.882% 2,505,475 2,464,645 264 250 06/01/20
151 PA 17350 6.942% 6.882% 2,004,380 1,971,716 264 250 06/01/20
152 CA 91405 7.875% 7.815% 1,900,000 1,897,792 120 118 06/01/09
153 MD 21218 8.250% 8.190% 1,750,000 1,750,000 120 120 08/01/09
154 MD 21202 7.875% 7.815% 3,000,000 2,998,592 120 119 07/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
155 NC 28147 8.000% 7.940% 3,900,000 3,895,615 120 118 06/01/09
156 CA 94134 7.770% 7.710% 20,000,000 19,976,105 120 118 06/01/09
157 NV 89102 7.600% 7.540% 23,500,000 23,500,000 120 119 07/01/09
158 FL 32117 7.250% 7.190% 1,980,000 1,969,789 120 113 01/01/09
159 FL 32304 8.160% 8.100% 1,093,000 1,091,000 120 118 06/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
160 CA 96002 8.040% 7.985% 4,200,000 4,200,000 120 120 08/10/09
161 NY 13206 8.150% 8.095% 14,150,000 14,150,000 120 120 08/10/09
162 MD 21204 8.310% 8.255% 10,460,000 10,449,190 120 118 06/10/09
163 CA 92503 8.750% 8.690% 875,000 874,709 120 119 07/01/09
164 AZ 85044 8.020% 7.965% 5,915,000 5,908,385 120 118 06/10/09
- ---------------------------------------------------------------------------------------------------------------------------------
165 CA 92503 7.940% 7.880% 3,072,000 3,070,591 120 119 07/01/09
166 FL 33907 9.125% 9.065% 1,389,948 1,359,348 171 160 12/01/12
167 CA 91411 7.875% 7.815% 2,800,000 2,796,746 120 118 06/01/09
168 CA 95823 7.750% 7.690% 9,750,000 9,738,290 120 118 06/01/09
169 CO 80910 8.070% 8.010% 1,165,000 1,162,830 120 118 06/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
170 MA 02184 8.160% 8.105% 6,824,000 6,824,000 120 120 08/10/09
171 NV 89117 7.660% 7.600% 3,100,000 3,094,600 120 117 05/01/09
172 MA 1519 6.780% 6.720% 2,000,000 1,978,266 240 232 12/01/18
173 CA 95122 8.260% 8.200% 2,425,000 2,424,013 120 119 07/01/09
174 CA 92804 7.400% 7.340% 9,700,000 9,681,841 120 117 05/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
175 PA 19046 7.375% 7.315% 7,600,000 7,480,873 120 106 06/01/08
176 FL 33321 8.200% 8.140% 5,000,000 4,996,050 120 119 07/01/09
177 TX 75086 7.750% 7.690% 3,300,000 3,294,397 120 117 05/01/09
178 IL 7.180% 7.120% 6,992,000 6,978,112 120 117 05/01/09
178 a IL 61704
- ---------------------------------------------------------------------------------------------------------------------------------
178 b IL 61761
178 c IL 61761
178 d IL 61761
178 e IL 61761
179 CA 90272 8.280% 8.220% 4,000,000 3,998,385 120 119 07/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
180 VA 22901 8.625% 8.565% 2,120,000 2,118,496 120 119 07/01/09
181 MD 21218 8.125% 8.065% 3,000,000 3,000,000 120 120 08/01/09
182 AL 35150 8.500% 8.440% 890,000 889,128 120 118 06/01/09
183 CT 6921 7.810% 7.750% 28,000,000 27,986,550 120 119 07/01/09
184 AZ 85301 7.500% 7.440% 2,425,000 2,420,583 120 117 05/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
185 TX 78223 8.500% 8.440% 1,892,000 1,890,613 120 119 07/01/09
186 NC 28112 8.000% 7.940% 3,600,000 3,595,952 120 118 06/01/09
187 TX 78227 7.375% 7.315% 2,700,000 2,694,911 120 117 05/01/09
188 CA 90019 8.120% 8.060% 3,065,000 3,062,531 121 120 08/01/09
189 VA 23228 7.990% 7.930% 6,900,000 6,895,361 120 119 07/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
190 VA 20110 7.640% 7.580% 10,600,000 10,586,901 144 142 06/01/11
191 CA 90025 8.320% 8.260% 1,992,000 1,992,000 120 120 08/01/09
192 CA 92083 8.170% 8.115% 6,882,000 6,882,000 144 144 08/10/11
193 FL 33487 7.875% 7.815% 2,800,000 2,796,746 120 118 06/01/09
194 FL 32114 7.250% 7.190% 6,080,000 6,048,645 120 113 01/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
195 TN 37076 8.250% 8.190% 9,000,000 8,986,816 120 117 05/01/09
196 SC 29485 7.730% 7.670% 7,198,000 7,194,445 120 119 07/01/09
197 NJ 8723 7.000% 6.940% 10,200,000 10,178,758 120 117 05/01/09
198 IN 46214 7.500% 7.445% 17,125,000 17,093,809 120 117 05/10/09
199 CA 93309 7.375% 7.315% 1,628,000 1,624,931 120 117 05/01/09
- ---------------------------------------------------------------------------------------------------------------------------------
200 GA 31410 7.730% 7.670% 9,200,000 9,195,456 120 119 07/01/09
201 MO 63146 6.900% 6.840% 25,250,000 24,850,885 180 162 02/01/13
202 TN 37909 7.640% 7.580% 9,860,000 9,854,978 120 119 07/01/09
203 CA 90211 8.600% 8.540% 2,100,000 2,096,484 120 118 06/01/09
204 FL 32119 7.250% 7.190% 5,040,000 5,014,008 120 113 01/01/09
205 TX 78550 8.875% 8.815% 1,114,452 1,111,925 180 176 04/01/14
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST SERIES 1999-1
EXHIBIT B - MORTGAGE LOAN SCHEDULE
(Continued)
<CAPTION>
Cut-off
Original Remaining First Periodic Date Interest Revised
Amortization Amortization Payment Appraised LTV Servicing Accrual Rate for
ID Term (mo.) Term (mo.) Amount Value Ratio DSCR Fee Rate Basis APD APD
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 360 359 189,592.83 40,500,000 68.1% 1.30 0.060% ACT/360
2 360 360 44,444.83 8,650,000 69.4% 1.25 0.055% ACT/360
3 270 270 10,944.25 1,975,000 68.6% 1.25 0.060% ACT/360
4 360 359 13,840.42 2,600,000 69.2% 1.30 0.060% ACT/360
5 360 357 20,696.75 3,700,000 79.9% 1.24 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
6 360 359 7,759.75 1,500,000 68.6% 1.34 0.055% ACT/360
7 300 299 5,343.92 1,550,000 41.9% 1.62 0.060% ACT/360
8 360 360 46,960.92 8,800,000 72.7% 1.24 0.055% ACT/360
9 360 359 7,436.08 1,200,000 79.4% 1.20 0.060% ACT/360
10 178 178 73,483.50 12,700,000 59.1% 1.25 0.055% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
11 360 360 35,820.58 10,300,000 48.5% 1.97 0.055% ACT/360
12 360 360 313,013.89 71,000,000 70.4% 1.29 0.060% ACT/360
13 300 299 28,746.58 5,100,000 69.9% 1.46 0.060% ACT/360
14 360 359 239,179.75 45,000,000 70.2% 1.25 0.060% ACT/360
15 360 358 8,911.25 1,520,000 73.6% 1.24 0.060% 30/360
- --------------------------------------------------------------------------------------------------------------------------------
16 300 299 13,704.42 3,120,000 56.0% 1.30 0.060% ACT/360 Y 10.17% (1)
17 360 360 152,264.58 27,740,000 75.7% 1.26 0.055% ACT/360
18 300 299 10,473.25 2,225,000 60.6% 1.33 0.060% ACT/360
19 360 359 51,196.08 9,700,000 72.9% 1.25 0.060% ACT/360 Y 9.86% (1)
20 300 299 55,817.25 10,550,000 67.8% 1.35 0.055% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
21 360 359 11,635.75 1,760,000 84.9% 1.19 0.060% 30/360
22 360 358 30,162.92 5,200,000 79.9% 1.47 0.060% ACT/360
23 300 298 12,825.42 2,045,000 76.2% 1.36 0.060% ACT/360
24 360 360 111,686.03 20,500,000 79.7% 1.20 0.060% ACT/360
25 360 359 40,145.08 7,000,000 79.2% 1.20 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
26 360 359 19,679.67 3,415,000 74.6% 1.21 0.060% ACT/360
27 360 357 19,818.25 3,550,000 78.7% 1.27 0.060% ACT/360
28 240 235 38,698.75 6,800,000 71.4% 1.26 0.060% ACT/360
29 360 360 39,023.25 7,400,000 74.3% 1.24 0.055% ACT/360
30 360 357 30,445.00 5,510,000 79.8% 1.22 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
31 360 359 35,300.33 6,070,000 77.2% 1.20 0.060% ACT/360
32 360 358 10,144.50 1,700,000 74.9% 1.16 0.060% 30/360
33 - - 315,572.92 96,500,000 51.8% 2.14 0.020% ACT/360
34 360 359 11,579.00 2,070,000 80.0% 1.29 0.060% ACT/360
35 360 357 50,787.92 9,200,000 78.1% 1.20 0.055% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
36 360 360 146,294.42 24,500,000 82.0% 1.40 0.060% ACT/360
37 360 359 20,080.75 3,600,000 74.6% 1.26 0.060% ACT/360
38 360 357 110,988.08 19,900,000 79.9% 1.21 0.055% ACT/360
39 300 297 10,064.50 1,630,000 79.8% 1.29 0.060% ACT/360
40 360 358 36,978.50 6,400,000 79.6% 1.28 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
41 360 357 11,769.08 2,130,000 79.8% 1.21 0.060% ACT/360
42 360 359 12,094.00 2,750,000 59.1% 1.45 0.060% ACT/360
43 360 360 18,555.08 3,700,000 70.0% 1.44 0.060% ACT/360
44 300 298 8,199.92 1,550,000 67.0% 1.31 0.060% ACT/360
45 360 357 85,704.58 15,630,000 77.6% 1.21 0.055% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
46 232 229 19,245.50 2,740,000 83.1% 1.00 0.060% 30/360
47 236 233 16,783.25 2,480,000 87.9% 1.05 0.060% 30/360
48 243 233 12,447.33 1,810,000 96.7% 1.03 0.060% 30/360
49 241 233 11,634.58 1,600,000 98.7% 1.05 0.060% 30/360
50 300 297 9,461.42 1,875,000 63.8% 1.51 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
51 329 317 24,332.25 3,380,000 93.9% 1.08 0.060% 30/360
52 360 360 10,430.67 1,900,000 70.4% 1.31 0.060% ACT/360
53 237 228 25,270.25 3,700,000 89.2% 1.00 0.060% 30/360
54 360 359 75,322.67 13,600,000 75.5% 1.31 0.060% 30/360
55 360 357 21,955.00 5,300,000 62.1% 1.55 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
56 324 322 11,399.50 2,100,000 70.3% 1.33 0.060% ACT/360
57 360 357 34,279.42 6,900,000 71.1% 1.21 0.055% ACT/360
58 360 360 23,670.25 4,229,000 78.5% 1.22 0.055% ACT/360
59 300 299 16,023.58 3,000,000 64.9% 1.25 0.060% ACT/360
60 300 299 16,007.92 2,650,000 75.0% 1.22 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
61 360 358 49,432.42 9,200,000 74.9% 1.35 0.060% ACT/360
62 360 358 30,818.08 5,625,000 74.6% 1.41 0.060% ACT/360
63 360 358 25,790.83 5,150,000 69.8% 1.35 0.060% ACT/360
64 360 360 11,843.00 2,840,000 56.8% 1.20 0.060% ACT/360
65 360 359 152,629.42 26,900,000 77.7% 1.20 0.055% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
66 360 357 20,388.75 3,690,000 79.8% 1.25 0.060% ACT/360
67 300 298 13,903.25 2,600,000 67.2% 1.43 0.060% ACT/360
68 360 360 21,027.00 3,625,000 80.0% 1.31 0.060% ACT/360
69 300 298 8,436.42 1,300,000 82.2% 1.31 0.060% ACT/360
70 360 359 48,042.92 8,900,000 75.5% 1.30 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
71 360 358 120,357.25 23,300,000 72.0% 1.24 0.060% ACT/360
72 360 358 33,655.25 6,800,000 68.1% 1.25 0.060% ACT/360
73 360 360 46,975.92 7,500,000 84.0% 1.21 0.060% ACT/360
74 300 299 80,859.92 14,500,000 68.9% 1.48 0.060% ACT/360
75 300 290 35,471.58 6,500,000 73.0% 1.40 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
76 300 291 28,339.92 4,900,000 74.3% 1.57 0.060% ACT/360
77 360 351 85,824.00 20,500,000 62.5% 1.42 0.060% ACT/360
78 360 360 70,569.78 13,000,000 80.0% 1.22 0.060% ACT/360
79 360 360 57,036.83 10,100,000 79.2% 1.37 0.060% ACT/360
80 300 299 22,051.42 3,850,000 74.9% 1.25 0.060% ACT/360
81 300 298 10,119.92 1,820,000 71.3% 1.28 0.060% ACT/360
82 300 291 9,824.25 2,025,000 67.9% 1.50 0.060% ACT/360
83 240 231 15,389.67 2,650,000 73.6% 1.42 0.060% ACT/360
84 300 286 27,947.17 5,780,000 63.1% 1.41 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
85 240 239 47,036.33 10,000,000 54.9% 1.81 0.060% ACT/360
86 360 358 41,329.00 7,800,000 73.0% 1.23 0.060% ACT/360
87 299 286 8,472.58 1,410,000 92.3% 1.26 0.060% 30/360
88 294 280 8,769.17 1,500,000 85.8% 1.32 0.060% 30/360
89 360 360 11,139.00 1,920,000 72.9% 1.26 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
90 360 355 13,550.58 2,380,000 76.5% 1.26 0.060% ACT/360
91 360 353 87,777.00 15,500,000 82.7% 1.23 0.060% ACT/360 Y 8.240%
92 360 357 58,016.75 10,500,000 79.8% 1.28 0.060% ACT/360
93 360 360 7,701.42 1,350,000 79.6% 1.24 0.060% ACT/360
94 360 360 35,752.00 6,400,000 74.2% 1.24 0.055% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
95 336 334 79,854.00 15,800,000 74.2% 1.40 0.060% 30/360
96 360 358 132,894.50 27,450,000 67.5% 1.28 0.060% ACT/360
97 360 359 71,061.67 12,500,000 79.2% 1.39 0.060% ACT/360
98 360 357 38,428.67 7,600,000 69.6% 1.26 0.060% ACT/360
99 300 300 12,481.83 3,680,000 43.5% 1.52 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
100 324 324 144,722.00 41,800,000 45.4% 1.20 0.055% ACT/360
100 a - 10,100,000
100 b - 14,200,000
100 c - 17,500,000
101 300 299 107,333.50 19,600,000 77.5% 1.37 0.060% 30/360
- --------------------------------------------------------------------------------------------------------------------------------
102 360 360 14,471.50 2,525,000 80.0% 1.28 0.060% ACT/360
103 360 359 58,346.50 10,200,000 80.0% 1.26 0.060% ACT/360
104 360 359 277,708.58 56,500,000 65.5% 1.30 0.055% ACT/360
105 360 358 31,649.75 5,800,000 77.5% 1.35 0.060% ACT/360
106 360 357 12,708.42 2,300,000 79.8% 1.29 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
107 270 256 117,032.46 5,650,000 91.7% 1.00 0.205% 30/360
108 270 256 55,305.59 2,670,000 91.7% 1.00 0.205% 30/360
109 270 256 45,984.43 2,220,000 91.7% 1.00 0.205% 30/360
110 270 256 54,062.79 2,610,000 91.7% 1.00 0.205% 30/360
111 270 256 79,540.63 3,840,000 91.7% 1.00 0.205% 30/360
- --------------------------------------------------------------------------------------------------------------------------------
112 270 256 47,020.12 2,270,000 91.7% 1.00 0.205% 30/360
113 270 256 85,133.34 4,110,000 91.7% 1.00 0.205% 30/360
114 270 256 68,976.64 3,330,000 91.7% 1.00 0.205% 30/360
115 270 256 87,411.86 4,220,000 91.7% 1.00 0.205% 30/360
116 360 360 47,367.50 8,400,000 78.3% 1.20 0.055% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
117 360 359 5,718.42 1,450,000 51.8% 1.25 0.060% ACT/360
118 360 359 52,582.00 8,700,000 80.0% 1.30 0.060% ACT/360
119 360 358 134,137.83 24,400,000 75.7% 1.25 0.060% ACT/360
120 360 360 27,964.24 5,750,000 71.1% 1.26 0.060% ACT/360
121 360 360 18,877.50 3,350,000 78.7% 1.20 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
122 360 357 204,170.67 36,500,000 79.9% 1.22 0.055% ACT/360
123 360 360 18,453.92 3,200,000 75.0% 1.28 0.060% ACT/360
124 360 356 277,404.17 57,450,000 68.1% 1.30 0.060% ACT/360
124 a - 16,750,000
124 b - 5,870,000
- --------------------------------------------------------------------------------------------------------------------------------
124 c - 9,600,000
124 d - 6,230,000
124 e - 6,500,000
124 f - 6,350,000
124 g - 6,150,000
- --------------------------------------------------------------------------------------------------------------------------------
125 360 359 25,435.25 4,600,000 75.0% 1.29 0.060% ACT/360
126 360 357 52,965.50 9,600,000 78.8% 1.22 0.060% ACT/360
127 360 357 45,144.83 8,000,000 79.9% 1.25 0.060% ACT/360
128 300 291 76,515.75 14,500,000 74.2% 1.76 0.060% ACT/360
129 360 347 27,136.00 4,900,000 78.9% 1.38 0.055% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
130 360 358 36,708.75 7,100,000 73.8% 1.45 0.060% ACT/360
131 180 180 12,611.83 2,220,000 58.6% 1.32 0.060% ACT/360
132 252 236 55,862.17 6,400,000 95.6% 1.00 0.060% 30/360
133 360 359 71,245.67 13,400,000 74.3% 1.20 0.060% ACT/360
134 300 285 13,137.00 3,600,000 48.0% 1.46 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
135 300 285 11,805.33 3,200,000 48.5% 1.51 0.060% ACT/360
136 300 285 26,109.42 4,500,000 76.3% 1.34 0.060% ACT/360
137 300 285 15,029.75 2,700,000 73.2% 1.62 0.060% ACT/360
138 300 298 16,683.92 3,100,000 67.6% 1.43 0.060% ACT/360
139 360 360 495,416.67 125,000,000 65.6% 1.58 0.020% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
140 360 357 63,837.58 11,840,000 76.3% 1.20 0.055% ACT/360
141 315 301 33,926.58 5,300,000 91.2% 1.00 0.060% 30/360
142 315 301 33,926.58 5,300,000 91.2% 1.00 0.060% 30/360
143 315 301 15,979.42 2,500,000 91.0% 1.00 0.060% 30/360
144 326 312 17,606.42 2,620,000 98.0% 1.00 0.060% 30/360
- --------------------------------------------------------------------------------------------------------------------------------
145 239 225 18,042.17 2,620,000 85.4% 1.11 0.060% 30/360
146 325 311 14,249.17 2,100,000 97.8% 1.00 0.060% 30/360
147 315 301 35,622.92 5,250,000 96.7% 1.00 0.060% 30/360
148 315 301 15,741.92 2,350,000 95.4% 1.00 0.060% 30/360
149 325 311 19,406.00 2,860,000 97.8% 1.00 0.060% 30/360
- --------------------------------------------------------------------------------------------------------------------------------
150 315 301 17,302.58 2,550,000 96.7% 1.00 0.060% 30/360
151 315 301 13,842.00 2,040,000 96.7% 1.00 0.060% 30/360
152 360 358 13,776.33 2,400,000 79.1% 1.24 0.060% ACT/360
153 360 360 13,147.17 2,200,000 79.5% 1.21 0.060% ACT/360
154 360 359 21,752.08 3,800,000 78.9% 1.20 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
155 360 358 28,616.83 5,275,000 73.9% 1.57 0.060% ACT/360
156 360 358 143,559.00 34,000,000 58.8% 1.38 0.060% ACT/360
157 360 360 153,794.44 30,200,000 77.8% 1.21 0.060% ACT/360
158 360 353 13,507.08 2,700,000 73.0% 1.23 0.060% ACT/360 Y 8.250%
159 300 298 8,552.17 1,460,000 74.7% 1.25 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
160 360 360 30,935.33 6,000,000 70.0% 1.29 0.055% ACT/360
161 360 360 105,311.08 18,000,000 78.6% 1.20 0.055% ACT/360
162 360 358 79,024.17 14,300,000 73.1% 1.25 0.055% ACT/360
163 360 359 6,883.67 1,230,000 71.1% 1.21 0.060% ACT/360
164 360 358 43,484.67 8,850,000 66.8% 1.26 0.055% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
165 360 359 22,412.92 3,840,000 80.0% 1.20 0.060% ACT/360
166 171 160 13,247.08 1,800,000 75.5% 1.05 0.060% 30/360
167 360 358 20,301.92 4,050,000 69.1% 1.29 0.060% ACT/360
168 360 358 69,850.17 13,000,000 74.9% 1.36 0.060% ACT/360
169 300 298 9,045.75 1,580,000 73.6% 1.31 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
170 360 360 50,835.33 9,600,000 71.1% 1.25 0.055% ACT/360
171 360 357 22,016.25 4,000,000 77.4% 1.29 0.060% ACT/360
172 240 232 13,960.00 2,000,000 98.9% 1.09 0.060% 30/360
173 360 359 18,235.25 3,300,000 73.5% 1.25 0.060% ACT/360
174 360 357 67,160.83 15,000,000 64.5% 1.28 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
175 300 286 55,546.83 9,500,000 78.7% 1.45 0.060% ACT/360
176 300 299 39,255.58 7,400,000 67.5% 1.41 0.060% ACT/360
177 360 357 23,641.58 4,400,000 74.9% 1.30 0.060% ACT/360
178 360 357 47,366.25 8,740,000 79.8% 1.29 0.060% ACT/360
178 a - 2,617,619
- --------------------------------------------------------------------------------------------------------------------------------
178 b - 1,969,645
178 c - 1,631,992
178 d - 1,837,398
178 e - 683,346
179 360 359 30,135.08 5,500,000 72.7% 1.30 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
180 300 299 17,249.75 3,300,000 64.2% 1.50 0.060% ACT/360
181 360 360 22,274.92 4,000,000 75.0% 1.36 0.060% ACT/360
182 360 358 6,843.33 1,260,000 70.6% 1.36 0.060% ACT/360
183 360 359 201,757.58 37,000,000 75.6% 1.21 0.060% ACT/360
184 360 357 16,955.92 3,100,000 78.1% 1.23 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
185 300 299 15,234.92 2,750,000 68.7% 1.25 0.060% ACT/360
186 360 358 26,415.50 4,727,000 76.1% 1.45 0.060% ACT/360
187 360 357 18,648.25 3,500,000 77.0% 1.31 0.060% ACT/360
188 300 299 23,900.33 4,540,000 67.5% 1.30 0.060% ACT/360 Y 10.12% (1)
189 360 359 50,581.67 9,200,000 74.9% 1.33 0.060% 30/360
- --------------------------------------------------------------------------------------------------------------------------------
190 360 358 75,135.58 15,200,000 69.7% 1.29 0.060% ACT/360
191 360 360 15,063.33 3,175,000 62.7% 1.30 0.060% ACT/360
192 360 360 51,315.67 10,100,000 68.1% 1.20 0.055% ACT/360
193 360 358 20,301.92 3,850,000 72.6% 1.30 0.060% ACT/360
194 360 353 41,476.33 7,600,000 79.6% 1.13 0.060% ACT/360 Y 8.250%
- --------------------------------------------------------------------------------------------------------------------------------
195 360 357 67,614.00 11,700,000 76.8% 1.25 0.060% ACT/360
196 360 359 51,467.92 10,200,000 70.5% 1.20 0.060% ACT/360
197 360 357 67,860.83 15,925,000 63.9% 1.67 0.060% ACT/360
198 360 357 119,740.50 25,000,000 68.4% 1.21 0.055% ACT/360
199 360 357 11,244.17 2,050,000 79.3% 1.20 0.060% ACT/360
- --------------------------------------------------------------------------------------------------------------------------------
200 360 359 65,782.83 11,500,000 80.0% 1.22 0.060% ACT/360
201 360 342 166,296.50 33,000,000 75.3% 1.20 0.060% 30/360
202 360 359 69,890.25 12,150,000 81.1% 1.23 0.060% ACT/360
203 300 298 17,051.50 2,800,000 74.9% 1.29 0.060% ACT/360
204 360 353 34,381.67 6,300,000 79.6% 1.41 0.060% ACT/360 Y 8.250%
205 360 356 8,867.08 1,450,000 76.7% 1.20 0.060% 30/360
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
CHASE MANHATTAN BANK - FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST SERIES 1999-1
EXHIBIT B - MORTGAGE LOAN SCHEDULE
(Continued)
<CAPTION>
Lease
Enhancement
(LE) or Cross Secured by
Ground Residual Value Default/Cross Letter of
ID Lease (RVI) Collateralized Credit
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1
2
3 Y
4
5
- --------------------------------------------------------------------------
6
7
8
9
10 Y (2)
- --------------------------------------------------------------------------
11
12
13
14
15
- --------------------------------------------------------------------------
16
17
18
19
20
- --------------------------------------------------------------------------
21
22
23
24
25
- --------------------------------------------------------------------------
26
27
28
29
30
- --------------------------------------------------------------------------
31
32
33
34
35
- --------------------------------------------------------------------------
36
37
38
39
40 Y(6)
- --------------------------------------------------------------------------
41
42
43
44
45
- --------------------------------------------------------------------------
46 LE
47 LE
48 LE
49 LE
50
- --------------------------------------------------------------------------
51 LE, RVI
52
53 LE
54
55
- --------------------------------------------------------------------------
56
57
58
59
60
- --------------------------------------------------------------------------
61 Y(3)
62
63
64
65
- --------------------------------------------------------------------------
66
67
68
69
70
- --------------------------------------------------------------------------
71 Y(3)
72
73
74 Y (2)
75
- --------------------------------------------------------------------------
76
77
78 Y(4)
79
80
81
82
83
84
- --------------------------------------------------------------------------
85
86 Y(6)
87 LE
88 LE
89
- --------------------------------------------------------------------------
90
91
92
93
94 Y
- --------------------------------------------------------------------------
95
96 Y(3)
97
98
99
- --------------------------------------------------------------------------
100
100 a
100 b
100 c
101
- --------------------------------------------------------------------------
102
103
104
105
106
- --------------------------------------------------------------------------
107 RVI
108 RVI
109 RVI
110 RVI
111 RVI
- --------------------------------------------------------------------------
112 RVI
113 RVI
114 RVI
115 RVI
116
- --------------------------------------------------------------------------
117
118
119
120 Y
121
- --------------------------------------------------------------------------
122
123
124 Y(4)
124 a
124 b
- --------------------------------------------------------------------------
124 c
124 d
124 e
124 f
124 g
- --------------------------------------------------------------------------
125
126
127
128
129
- --------------------------------------------------------------------------
130
131
132
133
134 Y(7)
- --------------------------------------------------------------------------
135 Y(7)
136 Y(7)
137 Y(7)
138
139
- --------------------------------------------------------------------------
140
141 RVI
142 RVI
143 RVI
144 RVI
- --------------------------------------------------------------------------
145 LE
146 RVI
147 RVI
148 RVI
149 RVI
- --------------------------------------------------------------------------
150 RVI
151 RVI
152
153
154
- --------------------------------------------------------------------------
155
156
157
158 Y(5)
159
- --------------------------------------------------------------------------
160
161
162
163
164
- --------------------------------------------------------------------------
165
166 LE
167
168 Y(3)
169
- --------------------------------------------------------------------------
170
171
172 LE
173
174
- --------------------------------------------------------------------------
175
176
177
178
178 a
- --------------------------------------------------------------------------
178 b
178 c
178 d
178 e
179
- --------------------------------------------------------------------------
180 Y (2)
181
182
183 Y
184
- --------------------------------------------------------------------------
185
186
187
188
189
- --------------------------------------------------------------------------
190
191
192
193
194 Y(5)
- --------------------------------------------------------------------------
195
196
197
198
199
- --------------------------------------------------------------------------
200
201
202
203
204 Y(5)
205
- --------------------------------------------------------------------------
</TABLE>
Footnotes
- ------------------------------------------------------
(1) Greater of Actual Rate + 2% or Base Treasury Rate + 2%
(2) Has Fee joined in
(3) Southpointe Plaza, Gardena Gateway Center, Gresham Town Fair and Loma
Square Center are cross collateralized/cross defaulted
(4) Hidden Cove Apartments and Orange County Office Portfolio are cross
collateralized/cross defaulted
(5) Windsor Gardens, Sandy Park and Water Club are cross collateralized/cross
defaulted
(6) Collegiate Suites Apartments, Phases 3 & 4 and Hunter's Ridge apartments
are cross collateralized/cross defaulted
(7) Red Roof Inn-Anaheim, Red Roof Inn-Ontario, Red Roof Inn-San Dimes, Red
Roof Inn-Victorville are cross collateralized/cross defaulted
<PAGE>
EXHIBIT C
FORM OF INVESTMENT REPRESENTATION LETTER
State Street Bank and Trust Company
Global Investor Services Group-Corporate Trust
2 Avenue de Lafayette
Boston, Massachusetts 02111
Attention:
Chase Commercial Mortgage Securities Corp.
270 Park Avenue
New York, New York 10017
Attention:
Re: Transfer of Chase Manhattan Bank - First Union National Bank
Commercial Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 1999-1
-----------------------------------------------------------------
Ladies and Gentlemen:
This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), by and among Chase Commercial Mortgage Securities Corp., as
Depositor, The Chase Manhattan Bank, as Servicer, ORIX Real Estate Capital
Markets, LLC, as Special Servicer and State Street Bank and Trust Company, as
Trustee on behalf of the holders of Chase Manhattan Bank First Union National
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 1999-1 (the "Certificates") in connection with the transfer by
_________________ (the "Seller") to the undersigned (the "Purchaser") of
$_______________ aggregate Certificate Balance of Class ___ Certificates (the
"Certificate"). Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.
In connection with such transfer, the Purchaser hereby represents and
warrants to you and the addressees hereof as follows:
1. Check one of the following:*
[ ] The Purchaser is an institutional "accredited investor" (an
entity meeting the requirements of Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act of 1933, as amended
(the "1933 Act")) and has such knowledge and experience in
financial and business matters as to be capable of evaluating the
merits and risks of its investment in the Certificates, and the
Purchaser and any accounts for which it is acting are each able
to bear the economic risk of the Purchaser's or such account's
- -----------
* Purchaser must include one of the following two certifications.
<PAGE>
investment. The Purchaser is acquiring the Certificates purchased
by it for its own account or for one or more accounts (each of
which is an "institutional accredited investor") as to each of
which the Purchaser exercises sole investment discretion. The
Purchaser hereby undertakes to reimburse the Trust Fund for any
costs incurred by it in connection with this transfer.
[ ] The Purchaser is a "qualified institutional buyer" within the
meaning of Rule 144A ("Rule 144A") promulgated under the
Securities Act of 1933, as amended (the "1933 Act") The Purchaser
is aware that the transfer is being made in reliance on Rule
144A, and the Purchaser has had the opportunity to obtain the
information required to be provided pursuant to paragraph
(d)(4)(i) of Rule 144A.
2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale to (i) "qualified
institutional buyers" in transactions under Rule 144A, and not in any event with
the view to, or for resale in connection with, any distribution thereof or (ii)
to institutional "accredited investors" meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D promulgated under the 1933 Act,
pursuant to any other exemption from the registration requirements of the 1933
Act, subject in the case of this clause (ii) to (w) the receipt by the
Certificate Registrar of a letter substantially in the form hereof, (x) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the
Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the 1933 Act, (y) the receipt by the Certificate Registrar of
such other evidence acceptable to the Certificate Registrar that such reoffer,
resale, pledge or transfer is in compliance with the 1933 Act and other
applicable laws and (z) a written undertaking to reimburse the Trust for any
costs incurred by it in connection with the proposed transfer. The Purchaser
understands that the Certificate (and any subsequent Certificate) has not been
registered under the 1933 Act, by reason of a specified exemption from the
registration provisions of the 1933 Act which depends upon, among other things,
the bona fide nature of the Purchaser's investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.
3. The Purchaser has reviewed the Private Placement Memorandum
relating to the Certificates (the "Private Placement Memorandum") and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Private Placement Memorandum.
4. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the 1933 Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder or unless an exemption from such registration or
qualification is available.
5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.
6. The Purchaser will not sell or otherwise transfer any portion of
the Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.
7. Check one of the following:*
[ ] The Purchaser is a U.S. Person (as defined below) and it has
attached hereto an Internal Revenue Service ("IRS") Form W-9 (or
successor form).
[ ] The Purchaser is not a U.S. Person and under applicable law in
effect on the date hereof, no taxes will be required to be
withheld by the Trustee (or its agent) with respect to
distributions to be made on the Certificate. The Purchaser has
attached hereto either (i) a duly executed IRS Form W-8 (or
successor form), which identifies such Purchaser as the
beneficial owner of the Certificate and states that such
Purchaser is not a U.S. Person or (ii) two duly executed copies
of IRS Form 4224 (or successor form), which identify such
Purchaser as the beneficial owner of the Certificate and state
that interest and original issue discount on the Certificate and
Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to
provide to the Certificate Registrar updated IRS Forms W-8 or IRS
Forms 4224, as the case may be, any applicable successor IRS
forms, or such other certifications as the Certificate Registrar
may reasonably request, on or before the date that any such IRS
form or certification expires or becomes obsolete, or promptly
after the occurrence of any event requiring a change in the most
recent IRS form of certification furnished by it to the
Certificate Registrar.
For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State or the District of Columbia,
including any entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S.
Persons).
- ----------
* Each Purchaser must include one of the two alternative certifications.
<PAGE>
8. Please make all payments due on the Certificates:**
[ ] (a) by wire transfer to the following account at a bank or entity
in New York, New York, having appropriate facilities therefor:
Bank:____________________________________________________________
ABA#:____________________________________________________________
Account #:_______________________________________________________
Attention:_______________________________________________________
(b) by mailing a check or draft to the following address:
Very truly yours,
----------------------------------
[The Purchaser]
By: ______________________________
Name:
Title:
Dated:
- ----------
** Only to be filled out by Purchasers of Definitive Certificates. Please select
(a) or (b). For holders of Definitive Certificates, wire transfers are only
available if such holder's Definitive Certificates have an aggregate Certificate
Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.
<PAGE>
EXHIBIT D-1
FORM OF TRANSFER AFFIDAVIT
AFFIDAVIT PURSUANT TO SECTION 860E(E)(4)
OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That [he] [she] is [Title of Officer] of [Name of Transferee] (the
"Transferee"), a [description of type of entity] duly organized and existing
under the laws of the [State of __________] [United States], on behalf of which
he makes this affidavit.
2. That the Transferee's Taxpayer Identification Number is [ ].
3. That the Transferee of a Chase Manhattan Bank - First Union
National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1999-1, Class [R] [LR] Certificate (the "Class [R] [LR]
Certificate") is not a Disqualified Organization (as defined below) or an agent
thereof (including nominee, middleman or other similar person) (an "Agent"), an
ERISA Prohibited Holder or a Non-U.S. Person (as defined below). For these
purposes, a "Disqualified Organization" means any of (i) the United States, any
State or political subdivision thereof, any possession of the United States, or
any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization, or any agency
or instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause either the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions. For these purposes, "ERISA Prohibited Holder" means an
employee benefit plan subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or section 4975 of the Code or any
governmental plan (as defined in Section 3(32) of ERISA) subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each, a "Plan") or a person acting on behalf of
or investing the assets of such a Plan. For these purposes, "Non-U.S. Person"
means any person other than a U.S. Person, unless, with respect to the Transfer
of a Residual Certificate, (i) such person holds such Residual Certificate in
connection with the conduct of a trade or business within the United States and
furnishes the Transferor and the Certificate Registrar with an effective
Internal Revenue Service Form 4224 or (ii) the Transferee delivers to both the
Transferor and the Certificate Registrar an opinion of a nationally recognized
tax counsel to the effect that such Transfer is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such Transfer of the Residual Certificate will not be disregarded for federal
income tax purposes.
4. That the Transferee historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class [R] [LR]
Certificate as they become due.
5. That the Transferee understands that it may incur tax liabilities
with respect to the Class [R] [LR] Certificate in excess of any cash flow
generated by the Class [R] [LR] Certificate.
6. That the Transferee agrees not to transfer the Class [R] [LR]
Certificate to any Person or entity unless (a) the Transferee has received from
such Person or entity an affidavit substantially in the form of this Transfer
Affidavit and (b) the Transferee provides to the Certificate Registrar a letter
substantially in the form of Exhibit D-2 to the Pooling and Servicing Agreement
certifying that it has no actual knowledge that such Person or entity is a
Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person and that it has no reason to know that such Person or entity
does not satisfy the requirements set forth in paragraph 4 hereof.
7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement dated as of August 10, 1999 among Chase Commercial Mortgage
Securities Corp., as Depositor, The Chase Manhattan Bank, as Servicer, ORIX Real
Estate Capital Markets, LLC, as Special Servicer, and State Street Bank and
Trust Company, as Trustee (the "Pooling and Servicing Agreement"), as may be
required to further effectuate the restrictions on transfer of the Class [R]
[LR] Certificate to such a Disqualified Organization or an Agent thereof, an
ERISA Prohibited Holder or a Non-U.S. Person. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.
8. That, if a "tax matters person" is required to be designated with
respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the Transferee agrees to
act as "tax matters person" and to perform the functions of "tax matters person"
of the [Upper-Tier REMIC] [Lower-Tier REMIC] pursuant to Section 10.01(c) of the
Pooling and Servicing Agreement, and agrees to the irrevocable designation of
the Trustee as the Transferee's agent in performing the function of "tax matters
person."
9. The Transferee has reviewed, and agrees to be bound by and to
abide by, the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement concerning registration of the transfer and exchange of Class [R] [LR]
Certificates.
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this _____ day of __________,
19__.
[NAME OF TRANSFEREE]
By: __________________
[Name of Officer]
[Title of Officer]
<PAGE>
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Transferee, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Transferee.
Subscribed and sworn before me this ___ day of __________, 19__.
____________________________________________
NOTARY PUBLIC
COUNTY OF __________________________________
STATE OF ___________________________________
My commission expires the ___ day of __________, 19__.
<PAGE>
EXHIBIT D-2
FORM OF TRANSFEROR LETTER
[Date]
State Street Bank and Trust Company,
as Certificate Registrar
Global Investor Services Group-Corporate Trust
2 Avenue de Lafayette
Boston, Massachusetts 02111
Attention:
Re: Chase Manhattan Bank - First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1
------------------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and
has no actual knowledge that such affidavit is not true and has no reason to
know that the requirements set forth in paragraphs 3 and 4 thereof are not
satisfied or that the information contained in paragraphs 3 and 4 thereof is not
true.
Very truly yours,
[Transferor]
_________________
<PAGE>
EXHIBIT E
(INTENTIONALLY OMITTED)
<PAGE>
EXHIBIT F
REQUEST FOR RELEASE
__________[Date]
State Street Bank and Trust Company,
as Custodian
Global Investor Services Group-Corporate Trust
2 Avenue de Lafayette
Boston, Massachusetts 02111
Attention:
Re: Chase Manhattan Bank - First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-1,
REQUEST FOR RELEASE
------------------------------------------------
Dear _______________________,
In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under a certain Pooling and Servicing Agreement
dated as of August 10, 1999 (the "Pooling and Servicing Agreement"), by and
among Chase Commercial Mortgage Securities Corp., as depositor, [the
undersigned, as servicer ("the Servicer"), ORIX Real Estate Capital Markets,
LLC, as special servicer,] [The Chase Manhattan Bank, as servicer, the
undersigned, as special servicer (the "Special Servicer"),] and you, as trustee,
the undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
If only particular documents in the Mortgage File are requested, please specify
which:
Reason for requesting file (or portion thereof):
______ 1. Mortgage Loan paid in full. The [Servicer]
[Special Servicer] hereby certifies that all
amounts received in connection with the
Mortgage Loan have been or will be credited
to the Certificate Account pursuant to the
Pooling and Servicing Agreement.
______ 2. The Mortgage Loan is being foreclosed.
______ 3. Other. (Describe)
<PAGE>
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently, or unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)
will be returned when no longer required by us for such purpose.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.
[SERVICER][SPECIAL SERVICER]
By: _________________________________
Name:____________________________
Title:___________________________
<PAGE>
EXHIBIT G
FORM OF ERISA REPRESENTATION LETTER
State Street Bank and Trust Company,
as Certificate Registrar
Global Investor Services Group-Corporate Trust
2 Avenue de Lafayette
Boston, Massachusetts 02111
Attention:
Chase Commercial Mortgage Securities Corp.
270 Park Avenue
New York, New York 10017
Attention:
Re: Transfer of Chase Manhattan Bank - First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1999-1
----------------------------------------------------------------
Ladies and Gentlemen:
The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of Chase Manhattan Bank-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
1999-1, Class __ (the "Certificate") issued pursuant to that certain Pooling and
Servicing Agreement, dated as of August 10, 1999 (the "Pooling and Servicing
Agreement"), by and among Chase Commercial Mortgage Securities Corp., as
depositor (the "Depositor"), The Chase Manhattan Bank, as servicer (the
"Servicer"), ORIX Real Estate Capital Markets, LLC, as special servicer (the
"Special Servicer") and State Street Bank and Trust Company, as trustee (the
"Trustee"). Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.
In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:
1. The Purchaser is not (a) an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or a governmental plan (as defined in Section
3(32) of ERISA) subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (each a "Plan") or (b) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of
Department of Labor Regulation ss. 2510.3-101), other than an insurance company
using the assets of its general account under circumstances whereby the purchase
and holding of Offered Private Certificates by such insurance company would be
exempt from the prohibited transaction provisions of ERISA and the Code under
Prohibited Transaction Class Exemption 95-60.
2. The Purchaser understands that if the Purchaser is a Person
referred to in 1(a) or (b) above, such Purchaser is required to provide to the
Certificate Registrar an opinion of counsel in form and substance satisfactory
to the Certificate Registrar and the Depositor to the effect that the
acquisition and holding of such Certificate by such purchaser or transferee will
not result in the assets of the Trust Fund being deemed to be "plan assets" and
subject to the fiduciary responsibility provisions of ERISA, the prohibited
transaction provisions of the Code or the provisions of any Similar Law,
(without regard to the identity or nature of the other Holders of Certificates
of any Class) will not constitute or result in a "prohibited transaction" within
the meaning of ERISA, Section 4975 of the Code or any similar law, and will not
subject the Trustee, the Certificate Registrar, the Servicer, the Special
Servicer, the [Placement Agents] [Underwriters] or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at
the expense of the Depositor, the Servicer, the Special Servicer, the Trustee,
the Paying Agent, [Placement Agents] [Underwriters], the Certificate Registrar
or the Trust Fund.
IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ___th day of _____, ____.
Very truly yours,
___________________________
[The Purchaser]
By: _______________________
Name:
Title:
<PAGE>
EXHIBIT H
FORM OF STATEMENT TO CERTIFICATEHOLDERS
<PAGE>
<TABLE>
CHASE MANHATTAN BANK-FIRST UNION NATIONAL BANK
COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES PAYMENT DATE:
SERIES 1999-1 RECORD DATE:
BXXX
SUMMARY OF AVAILABLE INFORMATION
<CAPTION>
DELIVERY
NAME OF REPORT OR FILE PREPARER FREQUENCY VEHICLES:
- ---------------------- -------- --------- ---------
<S> <C> <C> <C>
Distribution Date Statement Trustee Monthly Web
Stratification Tables Trustee Monthly Web
Loan Schedule Trustee Monthly Web
Delinquent Loan Status Servicer Monthly Web
Historical Loss Estimate Report Servicer Monthly Web
Historical Loan Modification Report Servicer Monthly Web
REO Status Report Servicer Monthly Web
Specially Serviced Loan Detail Servicer Monthly Web
Watch List Report Servicer Monthly Web
Loan Payoff Notification Report Servicer Monthly Web
CSSA Loan Periodic Update File Servicer Monthly Web
Comparative Financial Status Report Servicer Monthly Web
Operating Statement Analysis Report Servicer Quarterly Upon Request
NOI Adjustment Worksheet Servicer Annually Upon Request
STATE STREET DELIVERY VEHICLES
Web Site: http://corporatetrust.statestreet.com
For other information delivery requests: [email protected]
DEAL-SPECIFIC CONTACTS
Account Officer (trustee and paying agent questions):
Account Administrator (analytics and collateral questions):
Servicer
Special Servicer
</TABLE>
Page 1 of 5
<PAGE>
<TABLE>
CHASE MANHATTAN BANK-FIRST UNION NATIONAL BANK W.A.C.
COMMERCIAL MORTGAGE TRUST W.A.M.
COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES
SERIES 1999-1 PAYMENT DATE
BXXX RECORD DATE
TRUSTEE'S REPORT TO CERTIFICATEHOLDERS
PAYMENT SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Pass-Through Interest Original Beginning Principal Interest Total Ending
Class CUSIP Rate Type Balance Balance Paid Paid Paid Balance
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A-1
A-2
X
B
C
D
E
F
G
H
I
J
K
L
M
R
LR
- ------------------------------------------------------------------------------------------------------------------------------------
TOTALS:
--------------------------------------------------------------------
* Based on a Notional Balance
For complete information see Payment Detail
</TABLE>
DISTRIBUTIONS PER CERTIFICATE
- ------------------------------------------------------------------------------
Beginning Principal Interest Ending
Class Certificate Factor Distribution Distribution Certificate Factor
- ------------------------------------------------------------------------------
A-1
A-2
X
B
C
D
E
F
G
H
I
J
K
L
M
R
LR
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This report has been prepared by, or is based on information furnished to State
Street Bank and Trust Company ("State Street") by, one or more third parties
(e.g. Servicers, Master Servicer, etc.), and State Street has not independently
verified information received from or prepared by any such third party. State
Street shall not and does not undertake responsibility for the accuracy,
completeness, or sufficiency of this report or the information contained herein
for any purpose, and State Street makes no representations or warranties with
respect thereto. The information in this report is presented here with the
approval of the Issuer soley as a convience for the user, and should not be
relied upon withour further investigation by any user contemplating an
investment decision with repsect to the related securities.
Page 2 of 5
<PAGE>
<TABLE>
CHASE MANHATTAN BANK-FIRST UNION NATIONAL BANK W.A.C.
COMMERCIAL MORTGAGE TRUST W.A.M.
COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES
SERIES 1999-1 PAYMENT DATE
BXXX RECORD DATE
<CAPTION>
TRUSTEE'S REPORT TO CERTIFICATEHOLDERS
PAYMENT DETAILS
PRINCIPAL DETAIL
- --------------------------------------------------------------------------------------------------------------------------------
Beginning Scheduled Unscheduled Other Principal/ Total Principal Realized Losses/ Appraisal
Class Balance Principal Principal Cash Adjustments Distribution Amount Balance Adj. Reduction Amount
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1
A-2
X
B
C
D
E
F
G
H
I
J
K
L
M
R
LR
- --------------------------------------------------------------------------------------------------------------------------------
TOTALS:
----------------------------------------------------------------------------------------------------------------------
</TABLE>
TRUSTEE'S REPORT TO CERTIFICATEHOLDERS
PAYMENT DETAILS
PRINCIPAL DETAIL
- ------------------------------------------------------------------------
Ending Cumulative Cumulative
Class Balance Realized Losses Appraisal Reduction
- ------------------------------------------------------------------------
A-1
A-2
X
B
C
D
E
F
G
H
I
J
K
L
M
R
LR
- ------------------------------------------------------------------------
TOTALS:
--------------------------------------------------------------
<TABLE>
<CAPTION>
INTEREST DETAIL
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Accrued Beginning Unpaid Prepayment Current Interest Additional Trust Prepayment Additional
Class Certificate Interest Interest Int. Shortfall Shortfalls Fund Expenses Premiums Adjustments
- ------------------------------------------------------------------------------------------------------------------------------------
A-1
A-2
X
B
C
D
E
F
G
H
I
J
K
L
M
R
LR
- ----------
--------------------------------------------------------------------------------------------------------------------------
TOTALS:
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------
Total Interest Cumulative Unpaid
Class Distr. Amount Interest Shortfall
- ---------------------------------------------------
A-1
A-2
X
B
C
D
E
F
G
H
I
J
K
L
M
R
LR
- ----------
-----------------------------------------
TOTALS:
-----------------------------------------
Page 3 or 5
<PAGE>
<TABLE>
CHASE MANHATTAN BANK-FIRST UNION NATIONAL BANK W.A.C.
COMMERCIAL MORTGAGE TRUST W.A.M.
COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES
SERIES 1999-1 PAYMENT DATE
BXXX RECORD DATE
<CAPTION>
TRUSTEE'S REPORT TO CERTIFICATEHOLDERS
ORIGINAL/CURRENT RATINGS
- ------------------------------------------------------------------------------------------------------------------------------------
Original DCR Current DCR Original Fitch Current Fitch Original Moody's Current Moodys
Class - -
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A-1
A-2
X
B
C
D
E
F
G
H
I
J
K
L
M
R
LR
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Original S&P Current S&P
Class -
- ------------------------------------------------------
A-1
A-2
X
B
C
D
E
F
G
H
I
J
K
L
M
R
LR
- ------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
DELINQUENCY, SPECIALLY SERVICED, AND LOAN GROUP STATISTICS
- --------------------------------------------------------------------------------------------------------------------
DELINQUENCIES One Month Two Months Three+Months Foreclosures Total
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
# of Loans
- --------------------------------------------------------------------------------------------------------------------
Ending APB
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
TWELVE MONTH SUMMARY OF PREPAYMENTS AND PREPAYMENT PENALTIES:
- ---------------------------------------------------------------------------
MONTH/YEAR PREPAYMENTS PENALTIES
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Orig. Class Mat. Original Current
Class @ 0% CPR Subordination Level Subord. Level
- ---------------------------------------------------------------------------
A-1
A-2
X
B
C
D
E
F
G
H
I
J
K
L
M
R
LR
- ---------------------------------------------------------------------------
----------------------------------------
APPRAISAL REDUCTIONS: Current Total Cum.Total
- -------------------------------------------------------------------------------
Loan #
- -------------------------------------------------------------------------------
Amount
- -------------------------------------------------------------------------------
Page 4 of 5
<PAGE>
<TABLE>
CHASE MANHATTAN BANK-FIRST UNION NATIONAL BANK W.A.C.
COMMERCIAL MORTGAGE TRUST W.A.M.
COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES
SERIES 1999-1 PAYMENT DATE
BXXX RECORD DATE
<CAPTION>
TRUSTEE'S REPORT TO CERTIFICATEHOLDERS
- ------------------------------------------------------------------------------------------------------------------------------------
AVAILABLE DISTRIBUTION AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
COLLATERAL INFORMATION:
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLOSING BEG ENDING
COLL. BALANCE COLL. BALANCE COLL. BALANCE
MORTGAGE LOANS:
RATED SECURITIES:
---------------------------------------------------
ORIGINAL BEGINNING ENDING
Loan Count
Aggregate amount of P&I Advances made during current period:
- ------------------------------------------------------------------------------------------------------------------------------------
SERVICING FEES:
- ------------------------------------------------------------------------------------------------------------------------------------
Aggregate Amount of servicing compensation paid to Master Servicer
Aggregate Amount of servicing compensation paid to Schroder
Aggregate Amount of servicing compensation paid to Trustee:
Additional Special Servicing Fee
- ------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT OF:
- ------------------------------------------------------------------------------------------------------------------------------------
Additional Trust Fund Expenses
Mortgage Loans that have been paid in full:
Mortgage Loans that have been paid at their Maturity Date:
Prepayment Penalties paid on the Mortgage Loans:
- ------------------------------------------------------------------------------------------------------------------------------------
SPEED HISTORY*
- ---------------------------------
CPR %
- ---------------------------------
1 month 0.0000%
3 month 0.0000%
6 month 0.0000%
12 month 0.0000%
Life 0.0000%
- ---------------------------------
<FN>
* Principal received within 1 month of maturity is not considered prepayment in
the calculation of CPR.
</FN>
</TABLE>
Page 5 of 5
<PAGE>
Exhibit I
OMNIBUS ASSIGNMENT
[NAME OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT
ASSIGNOR] (the "Assignor") for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, hereby sells, transfers, assigns,
delivers, sets over and conveys, without recourse, representation or warranty,
express or implied, unto "State Street Bank and Trust Company, as trustee for
the registered Holders of Chase Manhattan Bank-First Union National Bank,
Commercial Mortgage Pass-Through Certificates, Series 1999-1" (the "Assignee"),
having an office at 225 Franklin Street, Boston, Massachusetts 02110, Attn:
Mortgage Custody Dept., its successors and assigns, all right, title and
interest of the Assignor in and to:
That certain mortgage and security agreement, deed of trust and security
agreement, deed to secure debt and security agreement, or similar security
instrument (the "Security Instrument"), and that certain Promissory Note (the
"Note"), for each of the Mortgage Loans shown on the Mortgage Loan Schedule
attached hereto as Exhibit A, and that certain assignment of leases and rents
given in connection therewith and all of the Assignor's right, title and
interest in any claims, collateral, insurance policies, certificates of deposit,
letters of credit, escrow accounts, performance bonds, demands, causes of action
and any other collateral arising out of and/or executed and/or delivered in or
to or with respect to the Security Instrument and the Note, together with any
other documents or instruments executed and/or delivered in connection with or
otherwise related to the Security Instrument and the Note.
IN WITNESS WHEREOF, the Assignor has executed this instrument under
seal to be effective as of the ____ day of ____________, 199_.
[NAME OF CURRENT ASSIGNOR]
By:____________________________________
Name:
Title:
<PAGE>
SCHEDULE 1
COMPUTERIZED DATABASE INFORMATION
---------------------------------
FIELD
Identification Number
Property Type
Property City and State Year Built
Year Renovated
Occupancy Rate as Of ___
Total Square Feet
Number of units
Original Principal Balance
Prepayment Premium
Note Rate
Annual Debt Service
Current DSCR
Appraised Value (MAI)
Cut-off LTV (MAI)
LTV at Maturity (MAI)
Annual Reserves per Square Foot/Unit
Origination Date
Maturity Date
(Original) Loan Balance Per SF or Per Unit
Current Unpaid Principal Balance
1999 Actual or Rolling 12 Month NOI
Actual Current Annual Net Operating Income
Current Statement Date
<PAGE>
<TABLE>
SCHEDULE 2 - LOANS CONTAINING AFFILIATE DEBT (all amounts approximate as of 8/26/99)
<CAPTION>
Subordinate Debt Secured by the property Loans with Unsecured Affiliate debt
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Bel Aire Apartments ($2,581,487) 19 Sentry Parkway ($279,993)
Capitol Square (1)
Gaston Place Assisted Living Facility (2)
Red Roof Inn - Anaheim ($1,021,059)
Red Roof Inn - Ontario ($1,149,059)
Red Roof Inn - San Dimas ($313,067)
Red Roof Inn - Victorville ($373,000)
Rego Park Plaza ($1,200,000)
Salisbury Gardens Assisted Living Facility (2)
Shops at Kenilworth, The ($1,115,000)
Union Park Assisted Living Facility (2)
(1) Among CalPERS properties with loans of varying amounts
(2) Among 15 properties with a $10 million line of credit
</TABLE>
<PAGE>
SCHEDULE 3 - LOANS WHICH PAY INTEREST-ONLY OR SEMI-ANNUALLY
LOANS WHICH PAY INTEREST-ONLY LOANS WHICH PAY SEMI-ANNUALLY
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90 & 100 John Street Motel 6 1124 Baton Rouge
Baker Hill Shopping Center Motel 6 1179 Moline
Capitol Square Motel 6 1252 Knoxville
Hidden Cove Apartments Motel 6 161 Omaha
Norwest Bank Office Building Motel 6 212 McAllen
Rego Park Plaza Motel 6 234 Murfreesboro
Sandpiper Apartments Motel 6 261 Grand Junction
Motel 6 446 Dallas Grand Prarie
Motel 6 551 Houston Clark Lake Webster
<PAGE>
<TABLE>
SCHEDULE 4 - DEFEASANCE MORTGAGE LOANS
<CAPTION>
DEFEASANCE MORTGAGE LOANS
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<S> <C> <C>
1845 Walnut Street Governor's Ridge Assisted Living Facility Residence at Turnberry
19 Sentry Parkway Graduate Court Apartments Rite Aid Banning
200 N Maryland Green Acres Mobile Home Park Rite Aid Blythe
302 West Fifth Street Greentree Apartments Rite Aid California City
39-41 North Fullerton Avenue Gresham Town Fair Rite Aid Chardon
4220 East Craig Road Hamden Center II Rite Aid Danville Riverside
4480 W. Spring Mountain Road Hampton House Rite Aid Fremont
5350 & 5400 Shawnee Road Hampton Inn Rite Aid Oakley
560 East McKinley Avenue Hampton Inn - Montgomery Rite Aid Pittsfield
745 64th Street Hampton Inn - Staunton Rite Aid, Baltimore Street, Baltimore
8899 Beverly Boulevard Building Harbour Financial Centre Rite Aid, Gibbstown
90 & 100 John Street Hidden Cove Apartments Rite Aid, New Oxford
Affordable Self Storage Highland Park Royal Garden Apartments
Albany Mall Hilldale Plaza Shopping Center Saint Paul Court
Anza Center Hillview Apartments Saint Paul Regency
Aquatic Park Center - Phase III Holiday Inn Express - Thornburg Salisbury Gardens Assisted Living Facility
Arleta Shopping Center Holiday Inn Express Monroe San Francisco Executive Park
Arrow Citrus Shopping Center Holiday Inn Southern Pines Sandpiper Apartments
Ashford Manor Apartments Homewood Suites - Austin Sandy Park
Ashwood Court Hunter's Ridge Apartments Shaker Heights
Avondale Manors IHOP Chatsworth Devonshire Shasta Executive Plaza Center
Baker Hill Shopping Center Jackson Square Center Shop City
Beacon Pointe Johnston Square Shops at Kenilworth, The
Bel Aire Apartments Jumping Brook Sierra Hills Mobile Estates
Bentwood Apartments Kendall Lake Towers Sierra Pacific Spectrum
Breckenridge Apartments Kings Courtyard Apartments Smoke Tree Apts
Bridgewood Apartments KMart Plaza Shopping Center Southoaks Pointe Apartments
Butterfield Plaza Lodi Shopping Center Southpointe Plaza
Capitol Square Loma Square Center Southpointe Shopping Center
Cedarwood Apartments Madison Estates Sports Authority - Braintree
Central Park Place Magic City Shopping Center Spring Mountain Durango Plaza
Chambrel @ Island Lake Magnolia Plaza Stop & Shop Grafton Worcester
Chapel Trail Commerce Center II Manhattan Bridge Overpass - Industrial Story Road Retail
Chestnut Ridge Manor Shopping Center Summercrest Apartments
Clover Apartments Mariners Village Apartments SummersGate
Collegiate Suites Apartments, Phases 3 & 4 Marsh Cove Apartments Tamarac Marketplace
Columbard Apartments McCandless Towers I Texas Central Bank
Continental Plaza Meadow Oaks Apartments The Bloomington Apartment Portfolio
Continental Terrace Apartments Ming Tree Apartments The Gardens at Palisades
Cooper Street Shopping Center Muirwood Village - Zanesville The Gardens Shopping Center
Country Club New Plaza Apartments The North Charles Building
CVS Lynchburg_Wards & Fort Newberry Commons Shopping Center The Oaks Apartments
CVS Madison Heights North Street Shopping Center The Townhouse Apartments
CVS Webster Ridge Norwest Bank Office Building Triple T Mobile Home Park
CVS Worcester Grafton Nottingham Lakes Apartments Twin Lakes MHP
Do It Yourself Storage Oaks at Hampton Union Park Assisted Living Facility
Eagle - Joliet Oasis Apartments Vaquero Place
Eastridge Court Office Building Orange County Office Portfolio Venice/National Center
Eckerd South Plainfield Patrick Lane Industrial Center, Phase I Villa Park III
Elwood Shopping Center Pendleton Lakes East Village Square Apartments
Finchley Gardens Perimeter Lakes Vinci Plaza
Fire Lake Plaza Phillips Place Hampton Inn Vista Medical Office Building
Fleetwood Pilgrim Hill Martketplace VPC Center
Forest Glen Apartments Piney Ridge Apartments Water Club
Forest View MHP Plaza at the Commons Waterford Landing @ Hermitage
Fountain Head MHP Quarterdeck Apartments Waters Edge Apartments
Gardena Gateway Center Red Roof Inn - Anaheim Waterside Gardens
Gaston Place Assisted Living Facility Red Roof Inn - Ontario Waterstone
Gateway Business Park C1 Red Roof Inn - San Dimas West Park Royale Apartments
Georgetown Apartments Red Roof Inn - Victorville West Wind Landing Apartments
Georgetown Park Apartments Redstone Park Assisted Living Facility Willows of West Hills Apartments
Golden Oaks Apartments Rego Park Plaza Wilshire Robertson
Windsor Gardens
</TABLE>
<PAGE>
<TABLE>
SCHEDULE 5 - LOANS GREATER THAN 5% OR GREATER THAN $35MM
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LOANS GREATER THAN 5% OF INITIAL POOL BALANCE LOANS GREATER THAN $35,000,000
<CAPTION>
LOAN NAME % OF INITIAL POOL LOAN NAME CUT-OFF BALANCE
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<S> <C> <C>
Rego Park Plaza 5.9% Rego Park Plaza 82,000,000.00
Capitol Square 50,000,000.00
90 & 100 John Street 50,000,000.00
Orange County Office Portfolio 39,151,613.40
McCandless Towers I 36,984,826.99
</TABLE>
