<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration File No.: 333-51771
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 12, 1999
$971,600,000
(APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Depositor
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.
NATIONAL CONSUMER COOPERATIVE BANK
Mortgage Loan Sellers
----------
The trust fund will issue nineteen classes of certificates, five of which
are being offered, as listed below. The trust fund will pay interest and/or
principal monthly on the fourth business day following the 11th day of each
month, or if the 11th day is not a business day, on the fourth business day
following the next business day. The first payment of interest and/or
principal will be made on August 17, 2000. The offered certificates represent
obligations of the trust fund only and do not represent obligations of or
interests in Credit Suisse First Boston Mortgage Securities Corp. or any of
its affiliates.
The underwriters have agreed to purchase the offered certificates from the
depositor at a price of 100.41% of the initial principal balance of the
offered certificates plus accrued interest from July 11, 2000. The
underwriters propose to offer the offered certificates from time to time for
sale in negotiated transactions or otherwise, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices.
INVESTING IN THE CERTIFICATES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE
S-18 OF THIS PROSPECTUS SUPPLEMENT.
<TABLE>
<CAPTION>
APPROXIMATE ASSUMED ASSUMED
INITIAL FINAL RATED FINAL WEIGHTED
INITIAL CERTIFICATE PASS-THROUGH DISTRIBUTION DISTRIBUTION RATING AVERAGE LIFE
CLASS BALANCE (+ OR -5%) RATE DATE DATE FITCH/S&P (YEARS)
------------ ------------------- -------------- -------------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Class A-1 .. $184,200,000 7.325% July 2008 April 2062 AAA/AAA 5.7
Class A-2 .. $677,500,000 7.545% April 2010 April 2062 AAA/AAA 9.1
Class B ..... $ 50,100,000 7.808% May 2010 April 2062 AA/AA 9.7
Class C ..... $ 44,500,000 7.953% May 2010 April 2062 A/A 9.8
Class D ..... $ 15,300,000 8.070% May 2010 April 2062 A-/A- 9.8
</TABLE>
Delivery of the offered certificates, in book-entry form only, will be
made on or about August 4, 2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Credit Suisse First Boston Corporation and Morgan Stanley & Co.
Incorporated will act as co-lead and joint book running managers.
CREDIT SUISSE FIRST BOSTON MORGAN STANLEY DEAN WITTER
The date of this prospectus supplement is July 27, 2000.
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Commercial Mortgage Pass-Through Certificates, Series 2000-C1
[A graphic was omitted that consisted of a map of the United States that
illustrated the number of properties in each state and their respective
percentage of the Initial Pool Balance by state.]
WASHINGTON ALABAMA CONNECTICUT
6 properties 2 properties 1 property
$99,314,534 $26,927,105 $8,670,771
8.9% of total 2.4% of total 0.8% of total
OREGON KENTUCKY MASSACHUSETTS
1 property 1 property 6 properties
$2,730,895 $11,421,508 $60,604,995
0.2% of total 1.0% of total 5.5% of total
NEVADA FLORIDA NEW HAMPSHIRE
2 properties 12 properties 1 property
$6,313,632 $56,030,518 $4,970,597
0.6% of total 5.0% of total 0.4% of total
CALIFORNIA GEORGIA PENNSYLVANIA
17 properties 8 properties 4 properties
$141,336,965 $33,364,644 $30,398,332
12.7% of total 3.0% of total 2.7% of total
HAWAII SOUTH CAROLINA OHIO
4 properties 1 property 2 properties
$24,972,537 $3,241,926 $9,625,606
2.2% of total 0.3% of total 0.9% of total
ARIZONA NORTH CAROLINA INDIANA
5 properties 3 properties 1 property
$9,271,649 $11,704,892 $29,847,318
0.8% of total 1.1% of total 2.7% of total
COLORADO VIRGINIA MICHIGAN
1 property 3 properties 4 properties
$1,987,606 $20,920,529 $32,592,113
0.2% of total 1.9% of total 2.9% of total
NEW MEXICO WASHINGTON, DC ILLINOIS
1 property 3 properties 3 properties
$7,493,175 $51,627,624 $3,015,297
0.7% of total 4.6% of total 0.3% of total
TEXAS MARYLAND MINNESOTA
18 properties 2 properties 1 property
$72,906,629 $8,460,793 $2,958,782
6.6% of total 0.8% of total 0.3% of total
OKLAHOMA NEW JERSEY MONTANA
1 property 6 properties 1 property
$2,757,787 $28,982,426 $12,671,976
0.2% of total 2.6% of total 1.1% of total
KANSAS NEW YORK
6 properties 100 properties
$25,132,247 $269,744,409
2.3% of total 24.3% of total
[A graphic was omitted that consisted of a pie chart that indicated the
percentage of the types of properties in the Initial Pool Balance. In addition
12 pictures of the various mortgaged properties were omitted.]
LESS THAN 2%
Mobile Home Park 1.64%
Unanchored Retail 1.60%
Limited Service Lodging 1.28%
Extended Stay Lodging 1.28%
Assisted Living 1.29%
Self Storage 0.47%
OFFICE 27.70%
ANCHORED RETAIL 19.50%
COOPERATIVE RESIDENTIAL 12.06%
MIXED USE 9.82%
INDUSTRIAL 9.40%
MULTIFAMILY 8.11%
FULL SERVICE LODGING 5.90%
[LEGEND OMITTED]
(less than) 1.00% of Cut-Off Date Allocated Loan Amount
1.00 - 5.99% of Cut-off Date Allocated Loan Amount
6.00 - 9.99% of Cut-off Date Allocated Loan Amount
(greater than) 9.99% of Cut-off Date Allocated Loan Amount
[12 PICTURES OF VARIOUS MORTGAGED PROPERTIES OMITTED]
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
---------------------
PAGE
----
EXECUTIVE SUMMARY.............................................................VI
MORTGAGE LOAN EXECUTIVE SUMMARY..............................................VII
SUMMARY OF PROSPECTUS SUPPLEMENT.............................................S-1
RISK FACTORS................................................................S-18
DESCRIPTION OF THE MORTGAGE LOANS...........................................S-41
General................................................................S-41
Security for the Mortgage Loans........................................S-43
The Mortgage Loan Sellers..............................................S-43
Credit Suisse First Boston Mortgage Capital LLC....................S-43
Morgan Stanley Dean Witter Mortgage Capital Inc....................S-43
National Consumer Cooperative Bank.................................S-43
CSFB Underwriting Standards............................................S-44
MSDWMC Underwriting Standards..........................................S-47
NCCB Underwriting Standards............................................S-48
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS...............................S-50
Multiple Note Loans....................................................S-50
Significant Mortgage Loans.............................................S-51
The Selig Loans....................................................S-53
The 1211 Avenue of the Americas Loan...............................S-55
The IPC Retail Portfolio/Normandie Village Loan....................S-58
The Hastings Village Shopping Center Loan..........................S-61
The Crystal Pavilion/Petry Building Loan...........................S-63
The L'Enfant Loan..................................................S-66
The Claypool Embassy Suites Loan...................................S-70
The BMDC Loan......................................................S-72
The Gentry Portfolio Loan..........................................S-74
The Amazon.com Loan................................................S-76
Environmental Matters..................................................S-77
Certain Terms and Conditions of the Mortgage Loans.....................S-78
Additional Mortgage Loan Information...................................S-89
Changes in Mortgage Loan Characteristics..............................S-111
DESCRIPTION OF THE OFFERED CERTIFICATES....................................S-112
General...............................................................S-112
Book-Entry Registration and Definitive Certificates...................S-113
Distributions.........................................................S-116
Definitions.......................................................S-121
Assumed Final Distribution Date; Rated Final Distribution Date........S-125
Subordination; Allocation of Collateral Support Deficits and
Certificate Deferred Interest.....................................S-126
PREPAYMENT AND YIELD CONSIDERATIONS........................................S-128
Yield.................................................................S-128
Modeling Assumptions..................................................S-130
Rated Final Distribution Date.........................................S-130
Weighted Average Life of Offered Certificates.........................S-130
THE POOLING AND SERVICING AGREEMENT........................................S-137
General...............................................................S-137
Assignment of the Mortgage Loans......................................S-137
Representations and Warranties; Repurchase............................S-137
Servicing of the Mortgage Loans; Collection of Payments...............S-140
Advances..............................................................S-142
Appraisal Reductions..................................................S-143
Accounts..............................................................S-145
Withdrawals from the Collection Accounts..............................S-147
Enforcement of "Due-on-Sale" and "Due-on-Encumbrance" Clauses.........S-147
Inspections; Collection of Operating Information......................S-148
Insurance Policies....................................................S-149
Evidence as to Compliance.............................................S-150
Certain Matters Regarding the Depositor, the Trustee, the
Servicers and the Special Servicers...............................S-150
Events of Default.....................................................S-151
Rights Upon Event of Default..........................................S-152
Amendment.............................................................S-152
Voting Rights.........................................................S-153
Realization Upon Mortgage Loans.......................................S-154
Modifications.........................................................S-157
Optional Termination..................................................S-158
The Trustee...........................................................S-159
Trustee Fee and Payment of Expenses...................................S-159
Duties of the Trustee.................................................S-159
The Servicers.........................................................S-160
Servicing Compensation and Payment of Expenses........................S-161
The Special Servicers.................................................S-163
ii
<PAGE>
PAGE
----
Each Servicer and each Special Servicer Permitted to
Buy Certificates..................................................S-164
Reports to Certificateholders; Available Information..................S-164
CERTAIN LEGAL ASPECTS OF MORTGAGE
LOANS FOR MORTGAGED PROPERTIES
LOCATED IN NEW YORK, CALIFORNIA,
WASHINGTON, TEXAS,
MASSACHUSETTS AND FLORIDA.............................................S-168
New York..............................................................S-168
California............................................................S-168
Washington............................................................S-169
Texas.................................................................S-169
Massachusetts.........................................................S-170
Florida...............................................................S-170
CERTAIN FEDERAL INCOME TAX CONSEQUENCES....................................S-170
ERISA CONSIDERATIONS.......................................................S-172
Senior Certificates...................................................S-172
Mezzanine Certificates................................................S-173
LEGAL INVESTMENT...........................................................S-174
USE OF PROCEEDS............................................................S-174
UNDERWRITING...............................................................S-175
LEGAL MATTERS..............................................................S-176
RATING.....................................................................S-176
ANNEX A--LOAN CHARACTERISTICS
ANNEX B--COLLATERAL AND STRUCTURAL TERM SHEET
ANNEX C--SERVICER REPORTS
ANNEX D--STATEMENT TO CERTIFICATEHOLDERS
ANNEX E--GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Prospectus
----------
PROSPECTUS SUPPLEMENT..........................................................1
ADDITIONAL INFORMATION.........................................................1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..............................2
RISK FACTORS...................................................................3
THE DEPOSITOR..................................................................9
USE OF PROCEEDS...............................................................10
DESCRIPTION OF THE CERTIFICATES...............................................10
THE MORTGAGE POOLS............................................................16
SERVICING OF THE MORTGAGE LOANS...............................................21
ENHANCEMENT...................................................................26
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS...................................28
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.......................................43
STATE TAX CONSIDERATIONS......................................................70
ERISA CONSIDERATIONS..........................................................70
LEGAL INVESTMENT..............................................................72
PLAN OF DISTRIBUTION..........................................................74
LEGAL MATTERS.................................................................74
INDEX OF DEFINED TERMS........................................................75
iii
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR
TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT OR THE DATES OTHERWISE SPECIFIED IN THIS DOCUMENT.
UNTIL 90 DAYS AFTER THE COMMENCEMENT OF THE OFFERING, ALL DEALERS THAT
EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS. THIS IS IN ADDITION TO A DEALER'S OBLIGATION TO DELIVER
A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS WHEN ACTING AS AN
UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
iv
<PAGE>
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
We provide information to you about the offered certificates in two
separate documents that progressively provide more detail: (a) the accompanying
prospectus, which provides general information, some of which may not apply to
the offered certificates and (b) this prospectus supplement, which describes the
specific terms of the offered certificates. You should read both this prospectus
supplement and the accompanying prospectus before investing in any of the
offered certificates.
You should rely only on the information contained in this prospectus
supplement and accompanying prospectus. If the description of the offered
certificates in the prospectus and in this prospectus supplement varies, you
should rely on the information in this prospectus supplement.
This prospectus supplement is not an offer to sell these securities,
and is not soliciting an offer to buy these securities, in any state where the
offer or sale is not permitted.
The photographs of the mortgaged properties included in the prospectus
supplement are not representative of all the mortgaged properties or of any
particular type of mortgaged property.
The principal executive office of the depositor is Eleven Madison
Avenue, New York, New York 10010.
v
<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE SUMMARY
------------------------------------------------------------------------------------------------------------------------------------
APPROXIMATE
INITIAL % OF ASSUMED
CERTIFICATE AGGREGATE INITIAL WEIGHTED ASSUMED RATED
BALANCE OR INITIAL APPROXIMATE PASS- AVERAGE ASSUMED FINAL FINAL
RATING(a) NOTIONAL CERTIFICATE CREDIT THROUGH LIFE PRINCIPAL DISTRIBUTION DISTRIBUTION
CLASS FITCH/S&P BALANCE(b) BALANCE SUPPORT DESCRIPTION RATE (YEARS)(c) WINDOW DATE(d) DATE(e)
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A-1 AAA/AAA $184,200,000 16.565% 22.509% Fixed 7.325% 5.7 8/00-7/08 July 2008 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
A-2 AAA/AAA $677,500,000 60.926% 22.509% Fixed 7.545% 9.1 7/08-4/10 April 2010 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Weighted
Average Net
Mortgage Rate
B AA/AA $50,100,000 4.505% 18.004% minus 0.535% 7.808%(g) 9.7 4/10-5/10 May 2010 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Weighted
Average Net
Mortgage Rate
C A/A $44,500,000 4.002% 14.002% minus 0.390% 7.953%(g) 9.8 5/10-5/10 May 2010 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Weighted
Average Net
Mortgage Rate
D A-/A- $15,300,000 1.376% 12.626% minus 0.273% 8.070%(g) 9.8 5/10-5/10 May 2010 April 2062
------------------------------------------------------------------------------------------------------------------------------------
Private Certificates(h)
------------------------------------------------------------------------------------------------------------------------------------
(Component
Structure)
Interest
A-X AAA/AAA $1,111,999,815 NAP NAP Only 0.788%(f) 8.8 8/00-9/24 September April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Weighted
Average Net
E BBB/BBB $29,100,000 2.617% 10.009% Mortgage Rate 8.343%(g) 9.8 5/10-5/10 May 2010 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Weighted
Average Net
F BBB-/BBB- $13,900,000 1.250% 8.759% Mortgage Rate 8.343%(g) 9.8 5/10-5/10 May 2010 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Lesser of
Fixed and
Weighted
Average Net
G BB+/BB+ $30,600,000 2.752% 6.007% Mortgage Rate 7.325%(g) 9.8 5/10-6/10 June 2010 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Lesser of
Fixed and
Weighted
Average Net
H BB/BB $12,500,000 1.124% 4.883% Mortgage Rate 7.325%(g) 9.9 6/10-6/10 June 2010 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Lesser of
Fixed and
Weighted
Average Net
J BB-/BB- $9,800,000 0.881% 4.002% Mortgage Rate 7.325%(g) 9.9 6/10-6/10 June 2010 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Lesser of
Fixed and
Weighted
Average Net
K B+/B+ $11,100,000 0.998% 3.004% Mortgage Rate 7.325%(g) 9.9 6/10-6/10 June 2010 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Lesser of
Fixed and
Weighted
Average Net
L B/B $9,700,000 0.872% 2.131% Mortgage Rate 7.325%(g) 10.1 6/10-10/1 October 2011 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Lesser of
Fixed and
Weighted
Average Net
M B-/NR $8,400,000 0.755% 1.376% Mortgage Rate 7.325%(g) 12.6 10/11-7/1 July 2014 April 2062
------- ----------- -------------- ---------- ---------- ------------ ---------- -------- -------- ------------- -----------
Lesser of
Fixed and
Weighted
Average Net
N NR/NR $15,299,815 1.376% 0.000% Mortgage Rate 7.325%(g) 17.4 7/14-9/24 September April 2062
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Ratings shown are those of Fitch, Inc. ("Fitch") and/or Standard and Poor's
Ratings Services ("S&P"), respectively. Classes marked "NR" will not be
rated by the applicable rating agency.
(b) The principal or notional balance of any class may be changed by up to 5%.
(c) This is the average amount of time in years between the closing date and
the payment of each dollar of principal. The Class A-X Certificates do not
have a principal balance and do not receive principal distributions; the
weighted average life of this class is based on its notional amount, which
will decrease as the principal balances of the other classes decrease.
(d) This date was calculated assuming, among other things, that there are no
voluntary or involuntary prepayments. There may be some voluntary and/or
involuntary prepayments.
(e) This date was set at two years after the latest maturity date of any
mortgage loan which is not a balloon loan or, for any balloon loan, the
date upon which it would be deemed to mature in accordance with its
original amortization schedule absent its balloon payment.
(f) This pass-through rate will change from time to time based on the weighted
average of the component rates.
(g) This pass-through rate may change based on the weighted average net
mortgage rate.
(h) Not offered hereby.
The Class V-1, Class V-2, Class R and Class LR Certificates are not represented
in this table.
vi
<PAGE>
MORTGAGE LOAN EXECUTIVE SUMMARY
GENERAL MORTGAGE LOAN CHARACTERISTICS
(AS OF THE CUT-OFF DATE, UNLESS OTHERWISE INDICATED)
<TABLE>
<S> <C>
Initial Pool Balance(1)............................................................ $1,111,999,815
Number of Mortgage Loans........................................................... 211
Mortgage Loan Seller:(2)
Credit Suisse First Boston Mortgage Capital LLC................................. 63.5%
Morgan Stanley Dean Witter Mortgage Capital Inc................................. 24.8%
National Consumer Cooperative Bank.............................................. 11.7%
Number of Mortgaged Properties..................................................... 227
Average Mortgage Loan Principal Balance............................................ $5,270,141
Highest Mortgage Loan Principal Balance............................................ $54,245,305
Lowest Mortgage Loan Principal Balance............................................. $97,354
Weighted Average Mortgage Rate..................................................... 8.2287%
Range of Mortgage Rates............................................................ 6.66%-9.93%
Weighted Average Remaining Term to the Earlier of Maturity or Anticipated
Repayment Date (months)......................................................... 114
Range of Remaining Terms to the Earlier of Maturity or Anticipated
Repayment Date (months)......................................................... 58-290
Weighted Average Remaining Amortization Term (months).............................. 341
Range of Remaining Amortization Terms (months)..................................... 106-717
Weighted Average Debt Service Coverage Ratio(3).................................... 1.97
Range of Debt Service Coverage Ratios(3)........................................... 1.10-72.25
Weighted Average Loan-to-Value Ratio(3)............................................ 61%
Range of Loan-to-Value Ratios(3)................................................... 1%-80%
Weighted Average Loan-to-Value Ratio at the Earlier of Anticipated 55%
Repayment Date or Maturity(3)(4)
Percentage of Initial Pool Balance made up of:
Anticipated Repayment Date Loans................................................ 63.1%
Fully Amortizing Loans (other than Anticipated Repayment Date Loans)............ 3.7%
Balloon Loans................................................................... 33.2%
Multi-Property Loans............................................................ 15.0%
Crossed Loans................................................................... 12.0%
Residential Cooperative Loans................................................... 12.1%
</TABLE>
----------
(1) The aggregate balance may be changed by up to 5%.
(2) Shown as a percentage of initial pool balance. Loans sold to the Depositor
by a mortgage loan seller were either originated by such mortgage loan
seller or acquired by such mortgage loan seller from a third party.
(3) The Debt Service Coverage Ratios and Loan-to-Value Ratios of loans secured
by cooperatives are calculated based on the value and projected rental
revenues of the properties if converted to rental properties as shown in
the related appraisal.
(4) Excluding fully amortizing loans (other than Anticipated Repayment Date
Loans).
vii
<PAGE>
SUMMARY OF PROSPECTUS SUPPLEMENT
o This summary highlights selected information from this prospectus
supplement and does not contain all of the information that you need to
consider in making your investment decision.
o To understand all of the terms of the offered certificates, carefully read
this prospectus supplement and the accompanying prospectus.
o This summary provides an overview of certain information to aid your
understanding and is qualified by the full description presented in this
prospectus supplement and the accompanying prospectus.
o Unless otherwise stated, all percentages of the mortgage loans, or of any
specified group of mortgage loans, referred to in this prospectus
supplement are calculated using the aggregate cut-off date principal
balance.
o References to percentages of mortgaged properties are references to the
percentages of the initial pool balance represented by the aggregate
cut-off date principal balance of the related mortgage loans or, in the
case of multi-property loans, the amount of the related mortgage loan
allocated to each individual property.
o All numerical information concerning the mortgage loans is provided on an
approximate basis.
THE PARTIES
DEPOSITOR Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation and an affiliate of one of the mortgage
loan sellers and of one of the underwriters.
SERVICERS CapMark Services, L.P. (formerly known as AMRESCO Services,
L.P.) will act as servicer with respect to all mortgage
loans other than those mortgage loans sold to the depositor
by National Consumer Cooperative Bank. National Consumer
Cooperative Bank will act as servicer with respect to the
mortgage loans it sells to the depositor. The L'Enfant Loan
and the 1211 Avenue of the Americas Loan will be serviced by
First Union National Bank and BNY Asset Solutions LLC,
respectively, as described herein.
SPECIAL SERVICERS Lennar Partners, Inc. will act as special servicer with
respect to the mortgage loans other than those sold to the
depositor by National Consumer Cooperative Bank, except that
the 1211 Avenue of the Americas Loan will be specially
serviced by ORIX Real Estate Capital Markets, LLC as
described herein. National Consumer Cooperative Bank will
act as special servicer with respect to the mortgage loans
it sells to the depositor. Each special servicer will be
responsible for servicing and administering:
o mortgage loans that, in general, are in default or as
to which default is imminent; and
o any real estate acquired by the trust upon foreclosure
of a related mortgage loan.
The holders of greater than 50% of the percentage interests
of the controlling class will be entitled to remove Lennar
Partners, Inc. (or any successor) as the special servicer of
the mortgage loans other than those mortgage loans sold to
the depositor by National Consumer Cooperative Bank and
appoint a successor special servicer subject to
S-1
<PAGE>
written confirmation from each rating agency that such
removal and appointment, in and of itself, would not cause a
downgrade, qualification or withdrawal of the then current
ratings assigned to any class of certificates. At any time
during which Lennar Partners, Inc. is the holder of greater
than 50% of the percentage interests of the controlling
class, Lennar Partners, Inc. may remove National Consumer
Cooperative Bank as special servicer with or without cause.
National Consumer Cooperative Bank may otherwise be removed
as special servicer of the mortgage loans sold by it to the
depositor solely by the trustee, solely for cause. Neither
the trustee nor any certificateholder will have the right to
replace the special servicer of the 1211 Avenue of the
Americas loan or the L'Enfant loan.
The controlling class will be the most subordinate class of
certificates then outstanding which has a certificate
balance equal to or greater than 25% of the initial
certificate balance of such class (or, if no such class
exists, the most subordinate class then outstanding).
Any special servicer will be permitted to purchase
certificates.
TRUSTEE Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest
Bank Minnesota, National Association).
MORTGAGE LOAN
SELLERS o Credit Suisse First Boston Mortgage Capital LLC, a
Delaware limited liability company and an affiliate of
the depositor and one of the underwriters, will sell to
the depositor 77 mortgage loans, collectively
representing 63.5% of the initial pool balance;
o Morgan Stanley Dean Witter Mortgage Capital Inc., a New
York corporation and an affiliate of one of the
underwriters, will sell to the depositor 41 mortgage
loans, representing 24.8% of the initial pool balance;
and
o National Consumer Cooperative Bank, a federally
chartered corporation, will sell to the depositor 93
mortgage loans, representing 11.7% of the initial pool
balance, all of which are secured by residential
cooperative properties.
SIGNIFICANT DATES AND PERIODS
-----------------------------
CUT-OFF DATE July 11, 2000.
CLOSING DATE On or about August 4, 2000.
DUE DATES The dates on which monthly installments of principal and
interest are due on the mortgage loans are the following:
% OF INITIAL
NUMBER OF MORTGAGE LOANS POOL BALANCE DUE DATE
------------------------------- ------------------ -------------------
146 41.2% 1st
1 4.5% 9th
64 54.3% 11th
--- -----
211 100.0%
=== =====
DETERMINATION DATE The close of business on the 11th day of the month in which
the distribution date occurs or, if such 11th day is not a
business day, the business day immediately following such
11th day.
S-2
<PAGE>
DISTRIBUTION DATE The 4th business day following the determination date in
each month, commencing on August 17, 2000. A business day is
any day other than a Saturday, a Sunday or any day on which
banking institutions in the States of New York, Georgia,
Maryland, Minnesota or Florida are authorized or obligated
by law, executive order or governmental decree to close.
RECORD DATE The close of business on the last business day of the month
immediately preceding the month in which the distribution
date occurs.
INTEREST ACCRUAL
PERIOD The period commencing on the 11th day of the calendar month
preceding the month in which the distribution date occurs
and ending on the 10th day of the month in which the
distribution date occurs. Each interest accrual period is
deemed to consist of 30 days.
ASSUMED FINAL
DISTRIBUTION DATE For each class of certificates, the date set forth on the
cover page.
RATED FINAL
DISTRIBUTION DATE The distribution date occurring in April 2062.
DUE PERIOD The period beginning on the day following the determination
date in the month immediately preceding the month in which
the distribution date occurs and ending at the close of
business on the determination date of the month in which the
distribution date occurs.
THE CERTIFICATES
----------------
THE OFFERED
CERTIFICATES Each class of offered certificates will have the initial
certificate balance and the initial pass-through rate set
forth below, subject, in the case of each such certificate
balance, to a permitted variance of plus or minus 5%.
INITIAL CERTIFICATE INITIAL
CLASS BALANCE PASS-THROUGH RATE
------------------------- ------------------------ ---------------------
Class A-1 $184,200,000 7.325%
Class A-2 $677,500,000 7.545%
Class B $50,100,000 7.808%(1)
Class C $44,500,000 7.953%(2)
Class D $15,300,000 8.070%(3)
(1) This pass-through rate will equal the weighted average net mortgage rate
minus 0.535%.
(2) This pass-through rate will equal the weighted average net mortgage rate
minus 0.390%.
(3) This pass-through rate will equal the weighted average net mortgage rate
minus 0.273%.
S-3
<PAGE>
THE PRIVATE
CERTIFICATES (NOT
OFFERED HEREBY) The following certificates will also represent beneficial
interests in the trust fund, but are not offered hereby:
INITIAL CERTIFICATE INITIAL
CLASS BALANCE PASS-THROUGH RATE
------------------------- ------------------------ ---------------------
Class A-X $1,111,999,815 0.788%(1)
Class E $29,100,000 8.343%(2)
Class F $13,900,000 8.343% (2)
Class G $30,600,000 7.325%(3)
Class H $12,500,000 7.325% (3)
Class J $9,800,000 7.325% (3)
Class K $11,100,000 7.325% (3)
Class L $9,700,000 7.325% (3)
Class M $8,400,000 7.325% (3)
Class N $15,299,815 7.325% (3)
----------
(1) The Class A-X Certificates will not have a certificate balance and are not
entitled to receive distributions of principal. The notional balance of the
Class A-X Certificates will be equal to the aggregate certificate balance
of the regular certificates (other than the Class A-X Certificates)
immediately prior to the distribution date.
(2) The pass-through rate will be equal to the weighted average net mortgage
rate.
(3) The pass-through rate will be the lesser of 7.325% and the Weighted Average
Net Mortgage Rate.
DISTRIBUTIONS
-------------
DISTRIBUTIONS Funds available for distribution from the mortgage loans
will be distributed on each distribution date, net of
specified trust expenses (including servicing fees, trustee
fees and related compensation).
INTEREST
DISTRIBUTIONS Interest on the certificates will accrue on a monthly basis
and on the basis of a 360-day year consisting of twelve
30-day months. Prepayments and defaults may reduce interest
distributions.
PRINCIPAL
DISTRIBUTIONS The amount of principal required to be distributed to the
classes entitled to principal on a particular distribution
date will, in general, be equal to:
o the principal portion of all scheduled payments, other
than balloon payments, which are received or advanced
during the related due period;
o all principal prepayments and the principal portion of
balloon payments received during the related due
period;
o the principal portion of other collections on the
mortgage loans received during the related due period
including liquidation proceeds, condemnation proceeds,
insurance proceeds and income on "real estate owned"
property; and
S-4
<PAGE>
o the principal portion of proceeds of mortgage loan
repurchases received during the related due period.
PRIORITY OF
DISTRIBUTIONS Distributions will be made on each distribution date.
Distributions of interest and principal and allocations of
losses are set forth in the chart below. The priority of
each class of certificates for the payment of interest and
principal is illustrated in descending order. Losses on the
mortgage loans will be applied to each class of certificates
in ascending order.
--------------------------
Class A-1,
| Class A-2 and Class A-X(1) |
| -------------------------- |
| Class B |
| -------------- |
| | |
| | |
| -------------- |
Distributions of | Class C | Losses on the
Interest and | -------------- | Mortgage
Principal | | | Loans
| | |
| -------------- |
| Class D |
| -------------- |
| | |
| | |
| -------------------------- |
| Private Certificates |
| (other than Class A-X) |
| -------------------------- |
| |
----------
(1) Receives only interest distributions.
PREPAYMENT
PREMIUMS The manner in which any prepayment premiums and yield
maintenance charges received during a particular due period
will be allocated to the Class A-X Certificates, on the one
hand, and the class or classes of certificates entitled to
principal, on the other hand, is described in "Description
of the Offered Certificates--Distributions" in this
prospectus supplement.
OTHER
DISTRIBUTIONS Distributions on the Class V-1 Certificates, Class V-2
Certificates, Class LR Certificates and Class R Certificates
are limited to the following:
o the Class V-1 and Class V-2 certificateholders will
only receive distributions of excess interest (i.e.,
interest accrued at a rate higher than the related
initial mortgage rate of the mortgage loan) on the
mortgage loans that have specified anticipated
repayment dates and which are not paid in full as of
such date; and
o the Class R and Class LR certificateholders will only
receive a distribution after the other
certificateholders have received all amounts payable to
them.
The holders of 100% of the Class V-1 Certificates may
purchase any loan sold by Credit Suisse First Boston
Mortgage Capital LLC with an anticipated repayment date on
or after its anticipated repayment date at the purchase
price specified herein (generally equal to the unpaid
principal balance thereof, all accrued and unpaid interest
on such loan, unreimbursed advances and interest on such
advances and any unpaid
S-5
<PAGE>
special servicing fees due with respect thereto) and under
the circumstances described in this prospectus supplement.
The Class V-1 Certificates may not be sold to an entity that
owns an interest in a borrower under any of the mortgage
loans with an anticipated repayment date sold by Credit
Suisse First Boston Mortgage Capital LLC except that Credit
Suisse First Boston Mortgage Capital LLC or an affiliate
thereof may own or purchase the Class V-1 Certificates.
The holders of 100% of the Class V-2 Certificates may
purchase any loan sold by Morgan Stanley Dean Witter
Mortgage Capital Inc. with an anticipated repayment date on
or after its anticipated repayment date at the purchase
price specified herein (generally equal to the unpaid
principal balance thereof, all accrued and unpaid interest
on such loan, unreimbursed advances and interest on such
advances and any special servicing fees due with respect
thereto) and under the circumstances described in this
prospectus supplement. The Class V-2 Certificates may not be
sold to an entity that owns an interest in a borrower under
any of the mortgage loans with an anticipated repayment date
sold by Morgan Stanley Dean Witter Mortgage Capital Inc.
except Morgan Stanley Dean Witter Mortgage Capital Inc. or
an affiliate thereof may own or purchase the Class V-2
Certificates.
ADVANCES CapMark Services, L.P., in its capacity as servicer, and
National Consumer Cooperative Bank, in its capacity as
servicer, are each required to advance delinquent principal
and interest on the mortgage loans which they service. BNY
Asset Solutions, Inc., in its capacity as primary servicer
of the 1211 Avenue of the Americas Loan, will be required to
advance delinquent principal and interest on such mortgage
loan. In each case, the related party will only be required
to make such an advance for so long as it determines that
such advance is recoverable from the mortgaged property.
First Union National Bank, as primary servicer of the
L'Enfant Other Note will be required to make all servicing
advances with respect to the L'Enfant mortgage loan and will
be entitled to reimbursement upon demand from CapMark
Services, L.P. on behalf of the trust for its pro rata share
of such servicing advance. Any such reimbursement will be
treated as a servicing advance by CapMark Services, L.P.
under the pooling and servicing agreement. See "The Pooling
and Servicing Agreement--Advances" in this prospectus
supplement. Such advances generally will equal the
delinquent portion of the monthly payment of such mortgage
loan, less
o the servicing fee and primary servicing fee, and
o if applicable, the related workout fee.
Except with respect to the 1211 Avenue of the Americas loan,
if a borrower fails to pay amounts due on the maturity date
of the mortgage loan, the related servicer will only advance
the amount it would have advanced on a delinquent monthly
payment due prior to the maturity date. There will be no
advance after the maturity date for the 1211 Avenue of the
Americas loan.
The servicers will not be required to make advances for
penalty charges, yield maintenance premiums, balloon
payments or prepayment premiums. In addition, in connection
with mortgage loans with anticipated repayment dates, the
servicers will not be required to make any advance in
respect of excess interest. Any appraisal reduction
S-6
<PAGE>
amount will reduce the amount of such advance that will be
made by the servicers. If the applicable servicer fails to
make a required advance, the trustee is required to make
such advance in each case subject to a determination of
recoverability.
OPTIONAL
TERMINATION The following parties will each (in turn, according to the
order such parties are listed below) have the option to
purchase all of the mortgage loans and all other property
remaining in the trust fund on any distribution date on
which the aggregate stated principal balance of the mortgage
loans is less than 1.00% of the initial pool balance:
o Credit Suisse First Boston Mortgage Capital LLC;
o National Consumer Cooperative Bank;
o Morgan Stanley Dean Witter Mortgage Capital Inc.;
o the holders of a majority of the controlling class;
o Lennar Partners, Inc., as special servicer or its
successor special servicer; and
o CapMark Services, L.P., as servicer.
In the event that any such party exercises this option, the
trust will terminate and all outstanding certificates will
be retired, as described in more detail in this prospectus
supplement.
DENOMINATIONS The offered certificates will be issuable in registered
form, in the following denominations:
MULTIPLES IN
EXCESS OF
INITIAL INITIAL
BALANCE BALANCE
------- -------
Offered certificates (certificate
balance)................................. $25,000 $1
CLEARANCE AND
SETTLEMENT The offered certificates will be issued in book-entry form
and will be evidenced by one or more certificates registered
in the name of Cede & Co., as nominee of DTC. Persons
acquiring beneficial ownership interests in the offered
certificates may elect to hold their book-entry certificate
interests either through DTC in the United States or through
Clearstream Banking, societe anonyme or The Euroclear
System, in Europe. The depositor may elect to terminate the
book-entry system through DTC with respect to all or any
portion of any class of the offered certificates.
CERTAIN FEDERAL
INCOME TAX
CONSIDERATIONS REMIC elections will be made with respect to two segregated
pools of assets of the trust, referred to as the "Lower-Tier
REMIC" and the "Upper-Tier REMIC." All classes of the
certificates (other than the Class V-1, Class V-2, Class R
and Class LR Certificates) will be "regular interests" in
the Upper-Tier REMIC. Pertinent federal income tax
consequences of an investment in the offered certificates
include:
o Each class of offered certificates will be REMIC
"regular interests."
S-7
<PAGE>
o The regular interests will be treated as newly
originated debt instruments for federal income tax
purposes.
o You will be required to report income on your
certificates in accordance with the accrual method of
accounting.
o One or more classes of offered certificates may be
issued with original issue discount.
o Prepayment premiums and yield maintenance charges on
the mortgage loans may be ordinary income to the
related certificateholders as such amounts accrue.
ERISA
CONSIDERATIONS The acquisition of an offered certificate by an employee
benefit plan or other plan or arrangement subject to the
Employee Retirement Income Security Act of 1974, as amended,
or to section 4975 of the Internal Revenue Code of 1986, as
amended, could, in some instances, result in a prohibited
transaction or other violation of the fiduciary
responsibility provisions of such laws. It is anticipated
that only the following classes of offered certificates may
be acquired by such plans or arrangements and by persons
investing the assets of such plans or arrangements, provided
certain conditions are met:
o Class A-1
o Class A-2
In addition, it is anticipated that the following classes of
offered certificates may be acquired by insurance company
general accounts which contain assets of such plans or
arrangements, provided certain conditions are met:
o Class B
o Class C
o Class D
Any fiduciary of such plans or arrangements considering
whether to purchase offered certificates in any of these
classes with assets of or on behalf of such plans or
arrangements should consult with its counsel regarding the
applicability of the Employee Retirement Income Security Act
of 1974, as amended, or to section 4975 of the Internal
Revenue Code of 1986, as amended, and the availability of
any exemptions from the prohibited transaction provisions of
such laws.
S-8
<PAGE>
RATINGS It is a condition to the issuance of the offered
certificates that they receive the following credit ratings
from any and all of the following rating agencies:
STANDARD &
POOR'S RATINGS
FITCH, INC. SERVICES
------------- ------------------ ------------------
Class A-2 AAA AAA
Class B AA AA
Class C A A
Class D A- A-
The rated final distribution date for each class of offered
certificates is the distribution date occurring in April
2062. For a description of the limitations of the ratings of
the offered certificates, see "Rating."
You should consider the following about a security rating:
o it is not a recommendation to buy, sell or hold
securities;
o it may be subject to revision or withdrawal at any time
by the assigning rating organization;
o it only addresses the likelihood of the timely payment
of interest and the ultimate repayment of principal by
the rated final distribution date;
o it does not address the frequency of voluntary and
involuntary prepayments or the possibility that
certificateholders might suffer a lower than
anticipated yield; and
o it does not address the likelihood of receipt of
prepayment premiums, yield maintenance charges, default
interest or excess interest.
LEGAL INVESTMENT The offered certificates will not constitute "mortgage
related securities" for purposes of the Secondary Mortgage
Market Enhancement Act of 1984, as amended. Consult your
legal advisor as to the appropriate characterization of the
offered certificates under any legal investment restrictions
applicable to you.
S-9
<PAGE>
THE MORTGAGE LOANS
------------------
GENERAL The trust fund will consist of 211 commercial, multifamily
and residential cooperative mortgage loans (including the
trust fund's pari passu interest in the loans secured by
1211 Avenue of the Americas and L'Enfant Plaza) having the
following general characteristics:
GENERAL MORTGAGE LOAN CHARACTERISTICS
(AS OF THE CUT-OFF DATE, UNLESS OTHERWISE INDICATED)
Initial Pool Balance(1) $1,111,999,815
Number of Mortgage Loans 211
Mortgage Loan Seller(2):
Credit Suisse First Boston Mortgage Capital LLC 63.5%
Morgan Stanley Dean Witter Mortgage Capital Inc. 24.8%
National Consumer Cooperative Bank 11.7%
Number of Mortgaged Properties 227
Average Mortgage Loan Principal Balance $5,270,141
Highest Mortgage Loan Principal Balance $54,245,305
Lowest Mortgage Loan Principal Balance $97,354
Weighted Average Mortgage Rate 8.2287%
Range of Mortgage Rates 6.66%-9.93%
Weighted Average Remaining Term to the Earlier of Maturity or
Anticipated Repayment Date (months) 114
Range of Remaining Terms to the Earlier of Maturity or
Anticipated Repayment Date (months) 58-290
Weighted Average Remaining Amortization Term (months) 341
Range of Remaining Amortization Terms (months) 106-717
Weighted Average Debt Service Coverage Ratio (3) 1.97
Range of Debt Service Coverage Ratios (3) 1.10-72.25
Weighted Average Loan-to-Value Ratio (3) 61%
Range of Loan-to-Value Ratios (3) 1%-80%
Weighted Average Loan-to-Value Ratio at the Earlier of
Anticipated Repayment Date or Maturity(3)(4) 55%
Percentage of Initial Pool Balance made up of:
Anticipated Repayment Date Loans 63.1%
Fully Amortizing Loans (other than Anticipated
Repayment Date Loans) 3.7%
Balloon Loans 33.2%
Multi-Property Loans 15.0%
Crossed Loan 12.0%
Residential Cooperative Loans 12.1%
----------
(1) The aggregate balance may be changed by up to 5%.
(2) Shown as a percentage of initial pool balance. Loans sold to the Depositor
by a Mortgage Loan Seller were either originated by such Mortgage Loan
Seller or acquired by such Mortgage Loan Seller from a third party.
(3) The Debt Service Coverage Ratios and Loan-to-Value Ratios of loans secured
by cooperatives are calculated based on value and projected rental revenues
of the properties if converted to rental properties as shown in the related
appraisal.
(4) Excluding fully amortizing loans (other than Anticipated Repayment Date
Loans).
S-10
<PAGE>
SECURITY FOR THE
MORTGAGE LOANS Each mortgage loan is secured primarily by one or more first
priority mortgages, deeds of trust, or other similar
security instruments on the borrower's fee or leasehold
interest in real property as set forth in the table below.
The mortgaged properties are used for commercial or
multifamily residential purposes.
INTEREST OF NUMBER OF % OF
BORROWER MORTGAGED INITIAL POOL
ENCUMBERED PROPERTIES BALANCE(1)
---------- ---------- ----------
Fee Simple Estate(2) 224 97.3%
Leasehold Estate 3 2.7
--- -----
TOTAL 227 100.0%
=== =====
--------------------------------------------------------------------------------
(1) Based on the principal balance of the mortgage loan or, for any
multi-property loan, the amount allocated to each individual property.
(2) For any mortgaged property with respect to which the ground lessee and
ground lessor are both parties to the mortgage, the mortgaged property has
been categorized as a fee simple estate. For any mortgaged property that
partially consists of a leasehold interest, the encumbered interest has
been categorized as a fee simple interest if the leasehold interest does
not constitute a material portion of the mortgaged property.
LOANS WITH
ANTICIPATED
REPAYMENT DATES Sixty-seven mortgage loans representing 63.1% of the initial
pool balance specify an anticipated repayment date. Such
mortgage loans generally have the following terms:
o a substantial amount of principal will be outstanding
at the anticipated repayment date;
o the loan can be prepaid on or after the anticipated
repayment date without payment of any prepayment
premium; and
o a lockbox must be established on or prior to the
anticipated repayment date.
In addition, loans that are not repaid on the anticipated
repayment date:
o accrue interest at a higher rate after the anticipated
repayment date;
o apply all cash flow in excess of certain specified
expenses, including principal and interest (calculated
at the initial interest rate on the amortized principal
balance and the initial amortization schedule) and
operating expenses, to amortize the mortgage loan until
paid in full; and
o apply all cash flow to pay accrued excess interest
after principal is paid in full.
LOANS REPRESENTED
BY MULTIPLE NOTES Three of the mortgage loans, representing 11.4% of the
initial pool balance, are secured by mortgages on properties
which also secure other loans not included in this trust
fund. The L'Enfant Plaza property secures three pari passu
notes. Two of such notes were included in two of the
depositor's prior rated securitizations and the third note
is included in this trust fund. All three notes secured by
the L'Enfant Plaza property will be serviced by First Union
National Bank, as servicer, and Lennar Partners, Inc., as
special servicer, under the
S-11
<PAGE>
pooling and servicing agreement relating to one of such
prior securitizations.
The 1211 Avenue of the Americas property secures two notes:
the note included in this trust fund and another note, which
was the sole asset of one of the depositor's prior
securitizations. Both notes will be primarily serviced by
BNY Asset Solutions LLC and specially serviced by ORIX Real
Estate Capital Markets, LLC under the terms of a trust and
servicing agreement for such other securitization. BNY Asset
Solutions LLC, as servicer under such trust and servicing
agreement, will be responsible for making all advances with
respect to the 1211 Avenue of the Americas loan (as well as
the related other mortgage loan). The 1211 Avenue of the
Americas mortgage loan included in this trust fund is, upon
default, senior to certain subordinate components of the
other mortgage loan secured by the 1211 Avenue of the
Americas property. The 1211 Avenue of the Americas loan is
pari passu with the Component A of the Series 2000-1211
Securitization. The Certificates backed by such component
were rated "Aaa" by Moody's Investors Service, Inc. and
"AAA" by Fitch. See "Certain Characteristics of the Mortgage
Loans--Significant Mortgage Loans--The 1211 Avenue of the
Americas Loan" in this prospectus supplement.
The Crystal Pavilion/Petry Building properties secure four
pari passu notes. Three of such notes will be initially
retained by Credit Suisse First Boston Mortgage Capital LLC.
The Depositor and Credit Suisse First Boston Mortgage
Capital LLC will enter into an intercreditor agreement
pursuant to which all four notes will be serviced by CapMark
Services, L.P., as servicer, and specially serviced by
Lennar Partners, Inc., as special servicer, under the
pooling and servicing agreement.
CROSSED LOANS AND MULTI-PROPERTY LOANS
NUMBER OF % OF INITIAL
MORTGAGE POOL
TYPE OF MORTGAGE LOAN LOANS BALANCE
----------------------------------------- --------- ------------
All multi-property loans 7 15.0%
All crossed loans 10 12.0%
Crossed loans and multi-property loans
which prohibit release of any 2 2.4%
related mortgaged property
Crossed loans and multi-property loans
which permit release of an 14 20.8%
individual mortgaged property(1)
----------
(1) Generally, these mortgage loans require (a) a defeasance or prepayment (in
an amount equal to a percentage of the related property release amount, as
described in the succeeding tables entitled "Crossed Loans" and "Mortgage
Loans Secured by More than One Mortgaged Property") and (b) that the debt
service coverage ratio with respect to the remaining properties is not less
than the greater of (i) a specified debt service coverage ratio and/or (ii)
in most cases, the debt service coverage ratio immediately prior to such
defeasance or prepayment.
<PAGE>
CROSSED LOANS
<TABLE>
<CAPTION>
CUT-OFF DATE
LOAN PRINCIPAL % OF INITIAL
NO. LOAN NAME BALANCE POOL BALANCE RELEASE PRICE(1)
--- --------- ------- ------------ ----------------
<S> <C> <C> <C> <C>
1 Selig - 1000 2nd Avenue $54,245,305 4.9% 125%
2 Selig - 190 Queen Anne Building 8,196,406 0.7 125%
----------- ---
TOTAL $62,441,711 5.6%
=========== ===
4 IPC Retail-Summary $42,422,745 3.8% 125%
5 Normandie Village Shopping Center(2) 5,742,385 0.5 125%
----------- ---
TOTAL $48,165,130 4.3%
=========== ===
20 Conroe Assisted Living $6,688,281 0.6% 125%
21 Arlington Assisted Living 4,718,022 0.4 125%
22 Temple Assisted Living 2,904,307 0.3 125%
----------- ---
TOTAL $14,310,610 1.3%
=========== ===
$5,645,277 N/A(3)
35 136 East 76th Street 1,881,759 0.2 N/A(3)
36 1385 Boston Post Road 1,386,559 0.1 N/A(3)
---------- ---
TOTAL $8,913,596 0.8%
========== ===
TOTAL................................. $133,831,047 12.0%
</TABLE>
---------------------------------------
(1) The release price shown is the percentage of the property release amount
that the borrower must prepay or defease, as applicable, in order to obtain
the release of an individual mortgaged property from the lien of the
related mortgage.
(2) The Normandie Village mortgage loan consists of two notes, one of which is
cross-collateralized and cross-defaulted with the IPC-Retail Summary
mortgage loan. See "Certain Characteristics of the Mortgage
Loans--Significant Mortgage Loans--IPC Retail Portfolio/Normandie Village
Loan."
(3) Borrower is not permitted to release any individual property without the
consent of the lender, which may be withheld at the sole discretion of
lender.
MORTGAGE LOANS SECURED BY MORE THAN ONE MORTGAGED PROPERTY
<TABLE>
<CAPTION>
CUT-OFF DATE
LOAN NUMBER OF PRINCIPAL % OF INITIAL
NO. LOAN NAME PROPERTIES BALANCE POOL BALANCE RELEASE PRICE(1)
--- --------- ---------- ------- ------------ ----------------
<S> <C> <C> <C> <C>
4 IPC Retail-Summary 4 $42,422,745 3.8% 125%
7 Crystal Pavilion/Petry Building 2 39,892,258 3.6 125%
11 Gentry Portfolio-Summary 4 24,972,537 2.2 125%
14 Conjunctive Points Office and 4 21,437,258 1.9 N/A(2)
18 Alexandria Real Estate Equities- 2 18,842,309 1.7 125%
23 Suburban Lodge V-Summary 5 14,244,827 1.3 125%
67 LawMan Properties Summary 2 4,770,112 0.4 N/A(2)
TOTAL....................... 23 $166,582,046 15.0%
</TABLE>
----------
(1) The release price shown is the percentage of the property release amount
that the borrower must prepay or defease, as applicable, in order to obtain
the release of an individual mortgaged property from the lien of the
related mortgage.
(2) The mortgage loan prohibits the release of an individual mortgaged
property.
<PAGE>
LOCKBOX TERMS Seventy-eight mortgage loans, representing 70.2% of the
initial pool balance, generally provide that all rents,
credit card receipts, accounts receivable payments and other
income derived from the related mortgaged properties will be
paid into one of the following three types of lockboxes,
each of which is described below:
HARD LOCKBOX. Income is paid to a lockbox account controlled
by the servicer on behalf of the trust fund, except that
with respect to multifamily properties, income is collected
and deposited in the lockbox account by the manager of the
mortgaged property and, with respect to hospitality
properties, cash or "over-the-counter" receipts are
deposited into the lockbox account by the manager, while
credit card receivables will be deposited directly into a
lockbox account;
MODIFIED LOCKBOX. Income is paid to the manager of the
mortgaged properties, other than multifamily properties,
which will deposit all sums collected into a lockbox account
on a regular basis; or
SPRINGING LOCKBOX. Income is collected by the borrower until
the occurrence of a triggering event, following which a hard
lockbox is put in place. Examples of triggering events
include:
o a failure to pay the related mortgage loan in full on
or before the related anticipated repayment date; or
o a decline, by more than a specified amount, in the net
operating income of the related mortgaged property; or
o a failure to meet a specified debt service coverage
ratio; or o an event of default under the mortgage.
Each mortgage loan that has a lockbox is identified on Annex
A. Lockbox accounts will not be assets of the trust fund.
The mortgage loans provide for such lockbox accounts as
follows:
% OF INITIAL NUMBER OF
TYPE OF LOCKBOX POOL BALANCE MORTGAGE LOANS
--------------- ------------ --------------
Hard 46.0% 28
Springing 24.2 50
None 29.8 133
----- ---
TOTAL 100.0% 211
===== ===
PREPAYMENT
CHARACTERISTICS OF
THE MORTGAGE LOANS Each mortgage loan restricts voluntary prepayments in one or
more of the following ways:
o by prohibiting any voluntary prepayments for a
specified period of time after the mortgage loan is
originated;
o by requiring that any voluntary principal prepayment
made during a specified period of time be accompanied
by a yield maintenance charge; and/or
o by imposing fees or premiums in connection with full or
partial voluntary principal prepayments for a specified
period of time.
S-14
<PAGE>
The mortgage loans generally provide that principal
prepayments may only be made:
o on a due date; or
o accompanied by interest through the next due date.
Additional collateral loans may also require partial
principal prepayments during the related lockout period.
As of the Cut-off date, 100% of the mortgage loans by
initial pool balance were within their respective lockout
periods, and the weighted average of such lockout and/or
defeasance periods was 107 months. See "Certain
Characteristics of the Mortgage Loans--Certain Terms and
Conditions of the Mortgage Loans--Prepayment Provisions" in
this Prospectus Supplement.
DEFEASANCE One-hundred ninety mortgage loans, representing 93.9% of the
initial pool balance, permit the borrower to obtain the
release of the related mortgaged property, or, in the case
of any crossed loan and most of the multi-property loans,
one or more of the related mortgaged properties, from the
lien of the related mortgage(s) upon the pledge to the
trustee of certain noncallable U.S. government obligations.
The U.S. government obligations must provide for payments
which equal or exceed scheduled interest and principal
payments due under the related mortgage note.
ADDITIONAL
COLLATERAL LOANS Eight mortgage loans, representing 8.3% of the initial pool
balance, are also secured by cash reserves or irrevocable
letters of credit. The additional collateral will be
released to the borrower upon satisfaction by the borrower
of certain performance related conditions which may include,
in some cases, meeting debt service coverage ratio levels
and/or satisfying leasing conditions. If these conditions
are not satisfied within specified time periods, the related
reserve or credit enhancement amount may be applied to
partially prepay the related mortgage loan. The loan
documents relating to six of these mortgage loans,
representing 6.9% of the initial pool balance, also require
the payment of a yield maintenance charge in connection with
any such partial prepayment. See "Certain Characteristics of
the Mortgage Loans--Certain Terms and Conditions of the
Mortgage Loans--Mortgage Loans which May Require Principal
Paydowns" in this Prospectus Supplement.
RISK FACTORS See "Risk Factors" immediately following this "Summary of
Prospectus Supplement" for a discussion of the material
risks in connection with the purchase of the offered
certificates.
REPORTING
REQUIREMENTS On each distribution date, the trustee will prepare a
statement to holders of the certificates and will make
available or, upon request, forward it to the following
parties:
o each certificateholder;
o the depositor;
o each servicer;
S-15
<PAGE>
o each special servicer;
o each underwriter;
o each rating agency;
o Bloomberg, L.P.;
o Trepp Group;
o Charter Research Corporation;
o Intex Solutions, Inc.;
o any other party upon the direction of the depositor;
and
o if requested in writing, any potential investor.
Prior to each distribution date, each servicer will deliver
to the trustee the servicer reports described in Annex C
with respect to the mortgage loans for which it is the
servicer, which are in the form of the standard information
package of the Commercial Mortgage Securities Association.
On each distribution date, the trustee will consolidate the
information in such reports and make available or, upon
request, forward such reports to the following parties:
o each certificateholder;
o the depositor;
o each underwriter;
o each rating agency; and
o if requested in writing, any potential investor.
In addition, each servicer will also make available at its
offices or via electronic means upon reasonable advance
written notice and during normal business hours, the
following items to the extent it has received them:
o mortgaged property operating statements;
o rent rolls (or maintenance rolls in the event such
property is a cooperative);
o retail sales information; and
o mortgaged property inspection reports.
In addition, the trustee will make copies of all
modifications, waivers and amendments of each mortgage loan
available at its offices, upon reasonable advance written
notice and during normal business hours.
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<PAGE>
A current report on Form 8-K will be filed by the depositor,
together with the pooling and servicing agreement, with the
Securities and Exchange Commission within fifteen days after
the initial issuance of the offered certificates. If
mortgage loans are removed from the trust fund after the
date hereof but prior to the initial issuance of the
certificates, the removal will be reflected in the Form 8-K.
The Form 8-K will be available to purchasers and potential
purchasers of the offered certificates. You can obtain a
copy of the statement to certificateholders and certain
other information from the trustee through its home page on
the World Wide Web. The website will initially be located at
www.ctslink.com/cmbs. You can obtain this information by
facsimile by calling (301) 815-6610 and requesting that such
information be faxed to you. Certain property level
information relating to the loans serviced by CapMark
Services, L.P. will be available at its website at
www.capmarkservices.com.
S-17
<PAGE>
RISK FACTORS
The risks and uncertainties described below (in addition to those risks
described in the prospectus under "Risk Factors") summarize the material risks
in connection with the purchase of the offered certificates. All numerical
information concerning the mortgage loans is provided on an approximate basis.
RISKS RELATED TO THE MORTGAGE LOANS
COMMERCIAL AND
MULTIFAMILY
LENDING SUBJECTS
YOUR INVESTMENT
TO SPECIAL RISKS Commercial and multifamily lending is generally thought to
be riskier than single-family residential lending because,
among other things, larger loans are made to single
borrowers or groups of related borrowers.
The mortgage loans are secured by the following
income-producing property types:
o office properties;
o anchored and unanchored retail properties;
o multifamily properties;
o hospitality properties;
o industrial properties;
o residential cooperative properties;
o manufactured housing communities;
o self-storage facilities; and
o assisted living facilities.
There are additional factors in connection with commercial
and multifamily lending, not present in connection with
single-family residential lending, which could adversely
affect the economic performance of the mortgaged properties.
Any one of these additional factors, discussed in more
detail in this prospectus supplement, could result in a
reduction in the level of cash flow from the mortgaged
properties that is required to ensure timely payment on your
certificates.
YOUR SOURCE OF
REPAYMENT ON YOUR
CERTIFICATES IS
LIMITED TO
PAYMENTS UNDER THE
COMMERCIAL AND
MULTIFAMILY
MORTGAGE LOANS Repayment of loans secured by commercial and multifamily
properties typically depends on the cash flow produced by
such properties. The ratio of net cash flow to debt service
of a loan secured by an income-producing property is an
important measure of the risk of default on such a loan.
S-18
<PAGE>
Payment on each mortgage loan is dependent primarily on:
o the net operating income of the related mortgaged
property; and
o with respect to balloon loans or mortgage loans with
anticipated repayment dates, the sale proceeds of the
related mortgaged property, taking into account any
adverse effect of a foreclosure proceeding on such
sales proceeds, or refinance proceeds of the mortgage
loan, whether at scheduled maturity or on the
anticipated repayment date or, in the event of a
default under the mortgage loan, upon the acceleration
of such maturity.
In general, if a mortgage loan has a relatively high
loan-to-value ratio or a relatively low debt service
coverage ratio, a foreclosure sale is more likely to result
in proceeds insufficient to satisfy the outstanding debt.
YOUR INVESTMENT IS
NOT INSURED OR
GUARANTEED The mortgage loans will not be an obligation of, or be
insured or guaranteed by:
o any governmental entity;
o any private mortgage insurer;
o the depositor;
o any mortgage loan seller;
o any servicer;
o any special servicer;
o the trustee; or
o any of their respective affiliates.
With respect to certain of the mortgage loans, the trust
fund will have the benefit of environmental insurance
policies. See "Certain Characteristics of the Mortgage
Loans--Environmental Matters" in this prospectus supplement.
Except for the mortgage loans secured by cooperative
properties and certain other mortgage loans, each mortgage
loan is a nonrecourse loan. If there is a default, other
than a default resulting from voluntary bankruptcy, fraud or
willful misconduct, there will generally only be recourse
against the specific properties and other assets that have
been pledged to secure such mortgage loan. Even if a
mortgage loan provides for recourse to a borrower or its
affiliates, it is unlikely the trust fund will ultimately
recover any amounts not covered by the mortgaged property.
<PAGE>
THE REPAYMENT OF A
COMMERCIAL OR
MULTIFAMILY
MORTGAGE LOAN
IS DEPENDENT ON
THE CASH FLOW
PRODUCED BY THE
PROPERTY WHICH CAN
BE VOLATILE AND
INSUFFICIENT TO
ALLOW TIMELY
PAYMENT ON YOUR
CERTIFICATES Commercial, multifamily and, to a lesser degree, cooperative
cash flows are volatile and may be insufficient to cover
debt service on the related mortgage loan at any given time
which may cause the value of a property to decline. Cash
flows and property values generally affect:
o the ability to cover debt service;
o the ability to pay a mortgage loan in full with sales
or refinance proceeds; and
o the amount of proceeds recovered upon foreclosure.
Cash flows and property values depend upon a number of
factors, including:
o national, regional and local economic conditions;
o local real estate conditions, such as an oversupply of
space similar to the related mortgaged property;
o changes or continued weakness in a specific industry
segment;
o the nature of expenses:
o as a percentage of revenue;
o whether expenses are fixed or vary with revenue;
and
o the level of required capital expenditures for
proper maintenance and improvements demanded by
tenants;
o demographic factors;
o changes required by retroactive building or similar
codes;
o capable management and adequate maintenance;
o location;
o with respect to mortgaged properties with uses subject
to significant regulation, changes in applicable laws;
o perceptions by prospective tenants and, if applicable,
their customers, of the safety, convenience, services
and attractiveness of the property;
o the age, construction quality and design of a
particular property; and
o whether the mortgaged property is readily convertible
to alternative uses.
S-20
<PAGE>
PROPERTY MANAGEMENT
IS IMPORTANT TO THE
SUCCESSFUL
OPERATION OF THE
MORTGAGED PROPERTY The successful operation of a real estate project depends in
part on the performance and viability of the property
manager. The property manager is generally responsible for:
o operating the properties and providing building
services;
o establishing and implementing the rental structure;
o managing operating expenses;
o responding to changes in the local market; and
o advising the borrower with respect to maintenance and
capital improvements.
Properties deriving revenues primarily from short-term
sources, such as hotels, self-storage facilities and
assisted living facilities, generally are more management
intensive than properties leased to creditworthy tenants
under long-term leases.
A good property manager, by controlling costs, providing
necessary services to tenants and by overseeing and
performing maintenance or improvements on the properties,
can improve cash flow, reduce vacancy, leasing and repair
costs and preserve building value. On the other hand,
management errors can, in some cases, impair short-term cash
flow and the long-term viability of an income-producing
property.
Neither the depositor nor any of the mortgage loan sellers
make any representation or warranty as to the skills of any
present or future property managers. Furthermore, we cannot
assure you that the property managers will be in a financial
condition to fulfill their management responsibilities
throughout the terms of their respective management
agreements. In addition, certain of the mortgaged properties
are managed by affiliates of the applicable borrower. If a
mortgage loan is in default or undergoing special servicing,
this relationship could disrupt the management of the
underlying property, which may adversely affect cash flow;
however, the mortgage loans generally permit the lender to
remove the property manager upon the occurrence of one or
more of the following:
o an event of default;
o a decline in cash flow below a specified level;
o the failure to satisfy some other specified performance
trigger; or
o a determination by the lender, in its reasonable
judgment, that the continued management of the
mortgaged property by such manager may have an adverse
effect on the value of the mortgaged property or on the
ability of the borrower to perform its obligations
under the related mortgage.
S-21
<PAGE>
RISKS ASSOCIATED
WITH OFFICE
PROPERTIES Twenty-five office properties secure 27.7% of the initial
pool balance. A number of factors may adversely affect the
value and successful operation of an office property. Some
of these factors include:
o the strength, stability, number and quality of the
tenants;
o the physical condition and amenities of the building in
relation to competing buildings, including the
condition of the HVAC system and the building's
compatibility with current business wiring
requirements;
o whether the area is a desirable business location,
including local labor cost and quality, access to
transportation, tax environment, including tax
benefits, and quality of life issues such as schools
and cultural amenities; and
o the financial condition of the owner.
RISKS ASSOCIATED
WITH RETAIL
PROPERTIES Thirty-three retail properties secure 21.0% of the initial
pool balance. A number of factors may adversely affect the
value and successful operation of a retail property. Some of
these factors include:
o the strength, stability, number and quality of the
tenants;
o whether the mortgaged property is in a desirable
location;
o the physical condition and amenities of the building in
relation to competing buildings;
o competition from nontraditional sources such as catalog
retailers, home shopping networks, electronic media
shopping, telemarketing and outlet centers; and
o whether a retail property is "anchored" or
"unanchored;" if "anchored," the strength, stability,
quality and continuous occupancy of the "anchor" tenant
are particularly important factors.
Retail properties that are "anchored" have traditionally
been perceived as less risky than unanchored properties.
While there is no strict definition of an "anchor," it is
generally understood that a retail "anchor" tenant is a
tenant that is proportionately larger in size and is vital
in attracting customers to the property. As used herein, an
"anchored property" means a mortgaged property in which a
nationally or regionally recognized tenant or a credit
tenant occupies a significant portion of the mortgaged
property or property adjacent to the mortgaged property, or
in which any tenant occupies more than 20,000 square feet.
The presence or absence of an "anchor store" in a shopping
center is important because anchor stores play a key role in
generating customer traffic and making a center desirable
for other tenants.
The failure of one or more specified tenants, such as an
anchor tenant, to operate from its premises may give other
tenants on the property the right to terminate or reduce
rents under their leases.
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<PAGE>
The following table describes the mortgaged properties and
whether or not such mortgaged property is anchored:
NUMBER OF PERCENTAGE OF
ANCHOR STATUS OF MORTGAGED INITIAL POOL
RETAIL PROPERTY PROPERTIES BALANCE
--------------- ---------- -------
Anchored 27 19.5%
Unanchored 6 1.6
-- ----
TOTAL 33 21.0%
== ====
RISKS ASSOCIATED
WITH MULTIFAMILY
PROPERTIES AND
MANUFACTURED
HOUSING COMMUNITIES Twenty-three multifamily properties secure 8.1% of the
initial pool balance. Four manufactured housing communities
secure 1.6% of the initial pool balance. A number of factors
may adversely affect the value and successful operation of a
multifamily property or a manufactured housing community.
Some of these factors include:
o the number of competing residential developments in the
local market, including apartment buildings,
manufactured housing communities and site-built single
family homes;
o the physical condition and amenities of the building in
relation to competing buildings;
o the property's reputation;
o applicable state and local regulations designed to
protect tenants in connection with evictions and rent
increases;
o local factory or other large employer closings;
o the level of mortgage interest rates to the extent it
encourages tenants to purchase housing; and
o compliance and continuance of government housing rental
subsidy programs to which a few of the mortgaged
properties are subject.
RISKS ASSOCIATED
WITH HOSPITALITY
PROPERTIES Fifteen hospitality properties secure 8.5% of the initial
pool balance. A number of factors may adversely affect the
value and successful operation of a hospitality property.
Some of these factors include:
o local, regional and national economic conditions which
may limit the amount that can be charged for a room and
reduce occupancy levels;
o the physical condition and amenities of the hotel in
relation to competing hotels;
o the financial strength and capabilities of the owner
and operator of the hotel;
S-23
<PAGE>
o travel patterns, which may be affected by changes in
energy prices, strikes, relocation of highways, the
construction of additional highways and other factors;
o seasonal nature of occupancy;
o financial strength and public perception of the
franchise service mark, if any, and the continued
existence of the franchise license agreement;
o competition from other hotels; and
o the continued existence of a liquor license, if
applicable.
Because hotel rooms generally are rented for short periods
of time, the financial performance of hotels tends to be
affected by adverse economic conditions and competition more
quickly than other types of commercial properties.
In the event of a foreclosure of a hospitality property,
there are additional risks which could have an effect on the
continuing operations and profitability of the property. For
example, it is unlikely that the trustee, the related
servicer, the related special servicer or any purchaser in a
foreclosure sale would be entitled to the rights under the
liquor license for the hospitality property. The party
purchasing the property would be required to apply in its
own name for such license. There can be no assurance that a
new liquor license could be obtained or that it could be
obtained promptly. In addition, there can be no assurance
that, in the event of a foreclosure of a mortgage loan
secured by a hospitality property, the rights under any
related franchise agreement would be transferable to the
trustee, the related servicer, either special servicer or
purchaser of such property.
RISKS ASSOCIATED
WITH INDUSTRIAL
AND WAREHOUSE
PROPERTIES Fourteen industrial properties secure 9.4% of the initial
pool balance. A number of factors may adversely affect the
value and successful operation of an industrial property.
Some of these factors include:
o the quality of major tenants, especially if the
property is occupied by a single tenant;
o aspects of building site design such as clear heights,
column spacing, zoning restrictions, number of bays and
bay depths, divisibility, truck turning radius and
overall functions and accessibility;
o proximity to supply sources, labor and customers and
accessibility to rail lines, major roadways and other
distribution channels;
o the ability to adapt the mortgaged property as an
industry segment develops or declines;
o physical condition and amenities of competing
buildings;
o the ability to quickly replace a tenant; and
S-24
<PAGE>
o the expense of converting a previously adapted space to
general use.
RISKS ASSOCIATED
WITH RESIDENTIAL
COOPERATIVE AND
CONDOMINIUM
PROPERTIES Ninety-five residential cooperative properties secure 12.1%
of the initial pool balance. A residential cooperative
building and the land under the building are owned or leased
by a non-profit residential cooperative corporation. The
cooperative owns all the units in the building and all
common areas. Its tenants own stock, shares or membership
certificates in the corporation. This ownership entitles the
tenant-stockholders to proprietary leases or occupancy
agreements which confer exclusive rights to occupy specific
units. Generally, the tenant-stockholders make monthly
maintenance payments which represent their share of the
cooperative corporation's mortgage loan, real property
taxes, maintenance and other expenses, less any income the
corporation may receive. These payments are in addition to
any payments of principal and interest the
tenant-stockholder may be required to make on any loans
secured by its shares in the cooperative.
In certain instances, an apartment building or a portion
thereof and the land thereunder may be converted to the
condominium form of ownership, and thereby be divided into
two or more condominium units. Generally, in such instances,
the non-profit cooperative corporation does not own the
entire apartment building and the land under the building,
but rather owns a single condominium unit that generally
comprises the residential portions of such apartment
building. The other condominium units in such apartment
building will generally comprise commercial space and will
generally be owned by persons or entities other than the
non-profit cooperative corporation. In instances where an
apartment building has been converted to the condominium
form of ownership, certain of the common areas in such
building may be owned by the non-profit cooperative
corporation and other common areas (often including the land
under the building) may constitute common elements of the
condominium, which common elements are owned in common by
the non-profit cooperative corporation and the owners of the
other condominium units. Where the apartment building has
been submitted to the condominium form of ownership, each
condominium unit owner will be directly responsible for the
payment of real estate taxes on such owner's unit. Certain
specified maintenance and other obligations, including
hazard and liability insurance premiums, may not be the
direct responsibility of the non-profit cooperative
corporation but rather will be the responsibility of the
condominium board of managers. The ability of the
condominium board of managers to pay certain expenses of the
building will be dependent upon the payment by all
condominium unit owners of common charges assessed by the
condominium board of managers. Two cooperative properties
have been converted to the condominium form of ownership.
A number of factors may adversely affect the value and
successful operation of a cooperative property. Some of
these factors include:
o the ability of tenants to remain in a cooperative
property after its conversion from a rental property,
at below market rents and subject to applicable rent
control and stabilization laws;
S-25
<PAGE>
o the primary dependence of a borrower upon maintenance
payments and any rental income from units or commercial
areas to meet debt service obligations;
o the initial concentration of shares relating to
occupied rental units of the sponsor, owner or investor
after conversion from rental housing, which may result
in an inability to meet debt service obligations on the
corporation's mortgage loan if the sponsor, owner or
investor is unable to make the required maintenance
payments;
o a borrower may fail to qualify for favorable tax
treatment as a "cooperative housing corporation" each
year, which may reduce the value of the collateral
securing the related mortgage loan; and
o upon foreclosure, in the event a cooperative property
becomes a rental property, certain units could be
subject to rent control, stabilization and tenants'
rights laws, at below market rents, which may affect
rental income levels and the marketability and sale
proceeds of the rental property as a whole.
RISKS ASSOCIATED
WITH EXTENDED STAY
PROPERTIES Five hospitality properties that are extended stay
properties secure 1.3% of the initial pool balance. Extended
stay facilities generally rent rooms for significant periods
of time at lower rates than those charged to overnight and
short-term guests. The client base for such facilities may
be more limited than for hospitality properties which rent
rooms for short periods of time. In addition, the financial
performance of such facilities tends to be affected by
adverse economic conditions and other factors which
adversely affect the economic performance of hotels
generally.
RISKS ASSOCIATED
WITH CERTAIN
SPECIAL USE
PROPERTY TYPES Certain mortgage loans are secured by assisted living
facilities and self-storage properties. The economic
performance of each such "special use" property type is
subject to unique risks, not generally present in more
traditional commercial mortgage lending. No such property
type accounts for more than 1.6% of the initial pool
balance.
RELIANCE ON A
SINGLE TENANT
INCREASES THE
RISK THAT CASH
FLOW WILL BE
INTERRUPTED Sixteen mortgaged properties securing 8.9% of the initial
pool balance are leased by a single tenant. Reliance on a
single tenant may increase the risk that cash flow will be
interrupted, which will adversely affect the ability of a
borrower to repay the mortgage loan.
S-26
<PAGE>
LOSSES ON LARGER
LOANS MAY ADVERSELY
AFFECT PAYMENT ON
YOUR CERTIFICATES Certain of the mortgage loans or groups of
cross-collateralized mortgage loans have cut-off date
principal balances that are substantially higher than the
average cut-off date principal balance. In general, such
concentrations can result in losses that are more severe
than would be the case if the aggregate balance of such
mortgage loans were more evenly distributed among the
mortgage loans in the pool. The following chart lists the
ten largest mortgage loans or groups of cross-collateralized
mortgage loans.
TEN LARGEST MORTGAGE LOANS
% OF
INITIAL
CUT-OFF DATE POOL
LOAN NAME PRINCIPAL BALANCE BALANCE
---------------------------------------- ----------------- -------
The Selig Loans......................... $62,441,711 5.6%
1211 Avenue of the Americas............. 50,000,000 4.5
IPC Retail Portfolio/Normandie.......... 48,165,130 4.3
Hastings Village........................ 44,000,000 4.0
Crystal Pavilion/Petry Building......... 39,892,258 3.6
L'Enfant Plaza.......................... 36,969,933 3.3
Claypool Embassy Suites................. 29,847,318 2.7
BMDC Building........................... 25,306,142 2.3
Gentry Portfolio........................ 24,972,537 2.2
Amazon.com.............................. 22,986,863 2.1
------------ ----
TOTAL................................... $384,581,892 34.6%
============ ====
MORTGAGE LOANS TO
RELATED BORROWERS
MAY RESULT IN MORE
SEVERE LOSSES ON
YOUR CERTIFICATES Ten of the mortgage loans, representing 3.0% of the initial
pool balance, were made to borrowers under common ownership
and are not cross-collateralized. Mortgage loans with the
same borrower or related borrowers pose additional risks.
Some of these risks include:
o financial difficulty at one mortgaged property could
cause the owner to defer maintenance at another
mortgaged property in order to satisfy current expenses
with respect to the troubled mortgaged property; and
o the owner could attempt to avert foreclosure on one
mortgaged property by filing a bankruptcy petition that
might have the effect of interrupting monthly payments
for an indefinite period on all of the related mortgage
loans.
S-27
<PAGE>
RELATED BORROWER LOANS
CUT-OFF DATE % OF INITIAL
LOAN NO. PROPERTY NAME PRINCIPAL BALANCE POOL BALANCE
-------- --------------------------------- -------------------- ---------------
60 Ridgecrest Terrace Apartments $5,460,251 0.49%
61 The Willows Apartments 5,432,363 0.49
102 Timber Ridge Apartments 2,564,936 0.23
108 Casa de Loma Apartments 2,359,436 0.21
----------- ----
$15,816,986 1.42%
71 Northridge Village Apartments $4,279,585 0.38%
81 Brandon Oaks Apartments 3,383,858 0.30
----------- ----
$7,663,442 0.69%
86 Columbia Square Shopping Center $3,148,736 0.28%
95 Gart Sports Store 2,730,895 0.25
----------- ----
$5,879,631 0.53%
112 Comfort Inn Archdale $2,248,237 0.20%
122 Comfort Inn, Darien 1,988,440 0.18
----------- ----
$4,236,677 0.38%
Total $33,596,736 3.02%
=========== ====
ENFORCEABILITY OF
CROSS-COLLATERALIZED
AND CROSS-DEFAULTED
MORTGAGE LOANS
MAY BE CHALLENGED Ten of the mortgage loans, representing 12.0% of the initial
pool balance, are cross-collateralized and cross-defaulted
with other mortgage loans in the mortgage pool. These
arrangements attempt to reduce the risk that one mortgaged
property may not generate enough net operating income to pay
debt service.
Cross-collateralization arrangements involving more than one
borrower could be challenged as a fraudulent conveyance if:
o one of the borrowers were to become a debtor in a
bankruptcy case, or were to become subject to an action
brought by one or more of its creditors outside a
bankruptcy case;
o such borrower did not receive fair consideration or
reasonably equivalent value in exchange for allowing
its mortgaged property to be encumbered; and
o at the time the lien was granted, the borrower was:
o insolvent;
o inadequately capitalized; or
o unable to pay its debts.
S-28
<PAGE>
A BORROWER'S OTHER
LOANS MAY REDUCE THE
CASH FLOW AVAILABLE
TO OPERATE AND
MAINTAIN THE
MORTGAGED PROPERTY
OR INTERFERE WITH
LENDER'S RIGHTS
UNDER THE MORTGAGE
LOANS WHICH MAY
ADVERSELY AFFECT
PAYMENTS ON YOUR
CERTIFICATES Other than as described in the succeeding paragraphs, the
mortgage loans generally prohibit borrowers from incurring
any additional debt that is secured by the related mortgaged
property. However, subject, in most cases, to certain
limitations relating to maximum amounts, borrowers generally
may incur trade and operational debt in connection with the
ordinary operation and maintenance of the related mortgaged
property. In addition, the National Consumer Cooperative
Bank mortgage loans permit additional debt which is limited
in amount (as explained below) but is not restricted as to
use. Such debt is generally limited to amounts not to exceed
$250,000.
The existence of such other debt could:
o adversely affect the financial viability of the
borrowers by reducing the cash flow available to the
borrowers to operate and maintain the mortgaged
property;
o adversely affect the security interest of the lender in
the equipment or other assets acquired through such
financings;
o complicate bankruptcy proceedings; and
o delay foreclosure on the mortgaged property.
The borrowers under 27 mortgage loans secured by residential
cooperatives, which collectively represent 5.6% of the
initial pool balance, have granted subordinate liens on the
properties related to such loans to secure subordinate
indebtedness on such properties. With respect to these
mortgage loans, no subordination and standstill agreements
have been executed and the holder of the subordinate
mortgage may foreclose on the related mortgaged property
upon the occurrence of an event of default under the related
subordinated mortgage. If the holder of the subordinate
mortgage did foreclose, it would take title to the related
mortgaged property subject to the trust fund's priority lien
thereon.
The borrowers under 20 other mortgage loans (all of which
are secured by residential cooperative properties), which
collectively represent 2.9% of the initial pool balance, are
also permitted to incur a limited amount of indebtedness
secured by the related mortgaged properties. It is a
condition to the incurrence of any future secured
subordinate indebtedness on these mortgage loans that: (i)
the aggregate LTV of such loans be below certain thresholds
(generally 50% calculated on a loan-to-value ratio
cooperative basis (as described under "Certain
Characteristics of the Mortgage Loans--Additional Mortgage
Loan Information"); and (ii) that subordination agreements
be put in place between the trustee and the related lenders.
With respect to the mortgage loans secured by cooperative
properties, the pooling and servicing agreement permits
National Consumer Cooperative Bank to grant consent to
additional subordinate financing secured by the related
cooperative property, subject to the satisfaction of certain
conditions set
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<PAGE>
forth therein, including the condition that the maximum
combined loan to value ratio on a cooperative basis does not
exceed an amount specified in the pooling and servicing
agreement on a loan-by-loan basis.
A MEZZANINE LOAN TO
A BORROWER OR
BORROWER'S PARENT
OR A PREFERRED
EQUITY FINANCING
RELATED TO A
BORROWER MAY
ADVERSELY AFFECT
PAYMENTS ON YOUR
CERTIFICATES The borrowers under two mortgage loans, representing 9.20%
of the initial pool balance (the two cross-collateralized
mortgage loans known as the Selig loans and the mortgage
loan known as Crystal Pavilion/Petry Building loan), have
informed the related mortgage loan seller that the equity in
such borrowers has been pledged to secure mezzanine loans
from lenders not affiliated with any mortgage loan seller.
See "Certain Characteristics of the Mortgage
Loans--Significant Mortgage Loans--The Selig Loans" and
"--The Crystal Pavilion/Petry Building Loan" in this
prospectus supplement. In addition, the borrowers under the
mortgage loans which are known as the Selig Loans have
informed the related mortgage loan seller that the above
mentioned mezzanine debt is also secured by equity interests
in collateral not securing any mortgage loans in this trust
fund.
In addition, Credit Suisse First Boston Mortgage Capital LLC
is the lender under two separate mezzanine loans to the
parent of the respective borrowers under the mortgage loans
known as L'Enfant Plaza, which has a Cut-off date principal
balance of $36,969,933 and represents 3.3% of the initial
pool balance, and Briarwood Hill Apartments, which has a
Cut-off date principal balance of $8,670,771 and represents
0.8% of the initial pool balance. Credit Suisse First Boston
Mortgage Capital LLC also holds a preferred equity interest
in the borrower under the L'Enfant Loan. Credit Suisse First
Boston Mortgage Capital LLC is currently in negotiations to
sell the mezzanine loan and preferred equity interest in the
L'Enfant borrower. Such sale is subject to the approval of
the servicer of the Depositor's 1998-C2 securitization and
of Fitch and Moody's Investors Service. No assurance can be
given that such sale will occur. See "Certain
Characteristics of the Mortgage Loans--Significant Mortgage
Loans--The L'Enfant Loan" in this prospectus supplement.
Upon a default under a mezzanine loan, the mezzanine loan
lender would be entitled to foreclose upon the equity in the
related borrower, which has been pledged to secure payment
of such mezzanine loan. Such transfer of equity would not
trigger the "due on sale" clause under the related mortgage
loan, as described herein. If the mezzanine loan lender
attempts to foreclose upon such pledged equity, the obligor
may file for bankruptcy. A mezzanine loan may not be
transferred to another entity without the consent of the
applicable servicer and the rating agencies or unless such
entity satisfies certain requirements set forth in the
pooling and servicing agreement.
No mezzanine loan lender has a lien on, or has the power to
foreclose on, any of the mortgaged properties or on any of
the escrow accounts, lockbox accounts or cash collateral
accounts established under the related mortgage loans. The
mezzanine loan lender's only remedy in the event of
non-payment is to foreclose upon the equity and cash
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collateral accounts pledged to it and to terminate the
related property manager.
A preferred equity holder may be entitled to receive certain
preferred distributions prior to distributions being made to
the other partners or members from funds remaining after all
required monthly debt service payments, reserve payments and
other payments under the related mortgage loan are made, any
obligations to other creditors have been satisfied when due
and all monthly operating expenses with respect to the
related mortgaged property have been paid.
Additionally, a preferred equity holder may be entitled to
(i) terminate and replace the manager of the related
mortgaged property or properties (or the managing member or
general partner of the borrower) upon the occurrence of
certain specified breaches or, in some cases, if the debt
service coverage ratio falls below certain levels and (ii)
approve various significant decisions made by the borrowers.
THE OPERATION OF
THE MORTGAGED
PROPERTY UPON
FORECLOSURE OF THE
MORTGAGE LOAN MAY
AFFECT THE TAX
STATUS OF THE TRUST
FUND AND ADVERSELY
AFFECT THE
CERTIFICATES If the trust fund were to acquire a mortgaged property
pursuant to a foreclosure or delivery of a deed in lieu of
foreclosure, the related special servicer would be required
to retain an independent contractor to operate and manage
the mortgaged property. Among other things, the independent
contractor would not be permitted to perform construction
work on the mortgaged property unless that construction
generally was at least 10% complete at the time default on
the mortgage loan became imminent. In addition, any net
income from such property other than qualifying "rents from
real property" would subject the lower-tier REMIC to federal
and possibly state or local tax on such income at the
highest marginal federal corporate tax rate (currently 35%),
thereby reducing net proceeds available for distribution to
certificateholders. "Rents from real property" does not
include any rental income based on the net profits of a
tenant or sub-tenant or allocable to a service that is
non-customary in the area and for the type of building
involved.
GEOGRAPHIC
CONCENTRATION OF
THE MORTGAGED
PROPERTIES MAY
ADVERSELY AFFECT
PAYMENT ON YOUR
CERTIFICATES The concentration of mortgaged properties in a specific
state or region will make the performance of the pool of
mortgage loans, as a whole, more sensitive to the following
factors in the state or region where the borrowers and the
mortgaged properties are concentrated:
o economic conditions, including real estate market
conditions;
o changes in governmental rules and fiscal policies;
o acts of God, which may result in uninsured losses; and
o other factors which are beyond the control of the
borrowers.
The mortgaged properties are located in 31 states and the
District of Columbia. The table below sets forth the states
in which a significant percentage of the mortgaged
properties are located. Except as set forth
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below, no state contains more than 5.0%, by Cut-off date
principal balance of allocated loan amount, of the mortgaged
properties.
SIGNIFICANT GEOGRAPHIC CONCENTRATIONS OF MORTGAGED PROPERTIES
NUMBER OF
% OF INITIAL POOL MORTGAGED
STATE BALANCE PROPERTIES
----- ------- ----------
New York 24.3% 100
California 12.7 17
Washington 8.9 6
Texas 6.6 18
Massachusetts 5.5 6
Florida 5.0 12
SOME REMEDIES MAY
NOT BE AVAILABLE
FOLLOWING A
MORTGAGE LOAN
DEFAULT The mortgage loans contain "due-on-sale" and "due-on-
encumbrance" clauses which permit the holder of the mortgage
loan to accelerate the maturity of the mortgage loan if the
related borrower sells or otherwise transfers or encumbers
the related mortgaged property or its interest in the
mortgaged property in violation of the terms of the
mortgage. All of the mortgage loans also include a
debt-acceleration clause, which permits the lender to
accelerate the debt upon specified monetary or non-monetary
defaults of the borrower. The courts of all states will
enforce clauses providing for acceleration in the event of a
material payment default. The equity courts of a state,
however, may refuse the foreclosure or other sale of a
mortgaged property or refuse to permit the acceleration of
the indebtedness as a result of a default deemed to be
immaterial or if the exercise of such remedies would be
inequitable or unjust or the circumstances would render the
acceleration unconscionable.
Each of the mortgage loans is secured by an assignment of
leases and rents from the borrower, which assignment may be
contained within the mortgage document. However, in many
cases, the borrower generally may collect rents for so long
as there is no default. As a result, the trust fund's rights
to such rents will be limited because:
o the trust fund may not have a perfected security
interest in the rent payments until the related
servicer collects them;
o the related servicer may not be entitled to collect the
rent payments without court action; and
o the bankruptcy of the related borrower could limit the
related servicer's ability to collect the rents.
ENVIRONMENTAL LAWS
MAY ADVERSELY
AFFECT MORTGAGED
PROPERTY CASH FLOW Under various federal and state laws, a current or previous
owner or operator of real property may be liable for the
costs of cleanup of environmental contamination on, under,
at, or emanating from the property. Such laws often impose
liability whether or not the owner or operator knew of, or
was responsible for, the presence of such
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contamination. The costs of any required cleanup and the
owner's liability for these costs are generally not limited
under these laws and could exceed the value of the property
and/or the aggregate assets of the owner. Contamination of a
property may give rise to a lien on the property to assure
the costs of cleanup. Such an environmental lien may have
priority over the lien of an existing mortgage. In addition,
the presence of hazardous or toxic substances, or the
failure to properly clean up contamination on such property,
may adversely affect the owner's or operator's future
ability to refinance the property.
Certain environmental laws impose liability for releases of
asbestos into the air, and govern the responsibility for the
removal, encapsulation or disturbance of asbestos containing
materials ("ACMs") when the ACMs are in poor condition or
when a property with ACMs undergoes renovation or
demolition. Certain laws impose liability for lead-based
paint, lead in drinking water, elevated radon gas inside
buildings, and releases of polychlorinated biphenyl
compounds ("PCBs"). Third parties may also seek recovery
from owners or operators of real property for personal
injury associated with exposure to asbestos, lead, radon,
and PCBs.
As described herein under "Certain Characteristics of the
Mortgage Loans--CSFB Underwriting Standards--Environmental
Assessments," "--MSDWMC Underwriting
Standards--Environmental Assessments" and "--NCCB
Underwriting Standards--Environmental Assessments," no
assessment, study or updated database search revealed any
environmental condition or circumstance that the depositor
believes will have a material adverse impact on the value of
the related mortgaged property or the related borrower's
ability to pay its debt. It is possible that the
environmental site assessments did not reveal all
environmental liabilities or that there are material
environmental liabilities of which neither the mortgage loan
sellers nor the depositor are aware. It is also possible
that the environmental condition of the mortgaged properties
in the future could be affected by tenants, occupants, or by
third parties unrelated to the borrowers. There can be no
assurance that any such environmental conditions will not
have a material adverse effect on the value or cash flow of
the related mortgaged property. With respect to nine of the
mortgaged properties (which represent 7.1% of the initial
pool balance), the lender and/or the related borrower
obtained an insurance policy against losses and expenses
relating to certain environmental contamination or potential
contamination which was identified on such mortgaged
properties or in lieu of performing a Phase II environmental
assessment where one was recommended. See "Certain
Characteristics of the Mortgage Loans--Environmental
Matters" in this prospectus supplement.
The borrowers generally agreed to establish and maintain
operations and maintenance programs, abatement programs
and/or environmental reserves in cases where the
environmental assessments revealed:
o the existence of material amounts of friable and/or
non-friable asbestos;
o underground storage tanks that needed to be replaced or
removed;
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o lead-based paint at certain of the multifamily
residential properties; or
o other adverse environmental conditions, including PCBs
in equipment, elevated radon levels or contamination of
soil and/or groundwater.
ONE ACTION RULES
MAY LIMIT REMEDIES Several states, including California, have laws that
prohibit more than one "judicial action" to enforce a
mortgage obligation, and some courts have construed the term
"judicial action" broadly. Accordingly, the applicable
special servicer is required to obtain advice of counsel
prior to enforcing any of the trust fund's rights under any
of the mortgage loans that include mortgaged properties
where the rule could be applicable. In the case of either a
cross-collateralized and cross-defaulted mortgage loan or a
multi-property loan, which is secured by mortgaged
properties located in multiple states, the applicable
special servicer may be required to foreclose first on
properties located in states where such "one action" rules
apply, and where non-judicial foreclosure is permitted,
before foreclosing on properties located in states where
judicial foreclosure is the only permitted method of
foreclosure.
APPRAISALS AND
MARKET STUDIES MAY
INACCURATELY
REFLECT THE VALUE
OF THE MORTGAGED
PROPERTIES In connection with the origination of each of the mortgage
loans, the related mortgaged property was appraised by an
independent appraiser.
In general, appraisals are not guarantees, and may not be
indicative, of present or future value because:
o they represent the analysis and opinion of the
appraiser at the time the appraisal is conducted;
o there can be no assurance that another appraiser would
not have arrived at a different valuation, even if such
appraiser used the same general approach to, and the
same method of, appraising the mortgaged property; and
o appraisals seek to establish the amount a typically
motivated buyer would pay a typically motivated seller
and therefore, could be significantly higher than the
amount obtained from the sale of a mortgaged property
under a distress or liquidation sale.
PROPERTY MANAGERS
AND BORROWERS MAY
EACH EXPERIENCE
CONFLICTS OF
INTEREST IN
MANAGING MULTIPLE
PROPERTIES Each of the managers of the mortgaged properties and the
borrowers may experience conflicts of interest in the
management and/or ownership of such properties because:
o a substantial number of the mortgaged properties are
managed by property managers affiliated with the
respective borrowers;
o these property managers also may manage additional
properties, including properties that may compete with
the mortgaged properties; and
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<PAGE>
o affiliates of the managers and/or the borrowers, or the
managers and/or the borrowers themselves, also may own
other properties, including competing properties.
SERVICERS AND
SPECIAL SERVICERS
MAY EXPERIENCE
CONFLICTS OF
INTEREST The servicers and special servicers will service loans other
than those included in the trust fund in the ordinary course
of their businesses. These loans may include mortgage loans
similar to the mortgage loans in the trust fund. These
mortgage loans and the related mortgaged properties may be
in the same markets as, or have owners, obligors and/or
property managers in common with, certain of the mortgage
loans and the mortgaged properties. In such cases, the
interests of the servicers or special servicers, as
applicable, and their other clients may differ from and
compete with the interests of the trust fund and such
activities may adversely affect the amount and timing of
collections on the mortgage loans. Under the pooling and
servicing agreement, each servicer and each special servicer
is required to service the mortgage loans that each of them
services in the same manner, and with the same care, as
similar mortgage loans for their own portfolio or for the
portfolios of third parties.
LEASEHOLD INTERESTS
ARE SUBJECT TO
TERMS OF THE GROUND
LEASE Three of the mortgage loans, representing 2.7% of the
initial pool balance, are primarily secured by leasehold
interests with respect to which the related owner of the fee
estate has not mortgaged such fee estate as security for the
related mortgage loan. For the purposes of this prospectus
supplement, for any mortgaged property with respect to which
the ground lessee and ground lessor are both parties to the
mortgage, the mortgaged property has been categorized as a
fee simple estate. For any mortgaged property that partially
consists of a leasehold interest, the encumbered interest
has been categorized as a fee simple interest if the
leasehold interest does not constitute a material portion of
the mortgaged property.
Upon the bankruptcy of a lessor or a lessee under a ground
lease, the debtor entity has the right to continue or
terminate the ground lease. Pursuant to section 365(h) of
the federal bankruptcy code, a ground lessee whose ground
lease is terminated by a debtor ground lessor has the right
to remain in possession of its leased premises under the
rent reserved in the lease for the term of the ground lease,
including any renewals, but is not entitled to enforce the
obligation of the ground lessor to provide any services
required under the ground lease. In the event of concurrent
bankruptcy proceedings involving the ground lessor and the
ground lessee/ borrower, the ground lease could be
terminated.
CHANGES IN ZONING
LAWS MAY AFFECT
ABILITY TO REPAIR
OR RESTORE
MORTGAGED PROPERTY Due to changes in applicable building and zoning ordinances
and codes affecting certain of the mortgaged properties
which have come into effect after the construction of such
properties, certain mortgaged properties may not comply
fully with current zoning laws because of:
o density;
o use;
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<PAGE>
o parking;
o set-back requirements; or
o other building related conditions.
Such changes will not interfere with the current use of the
mortgaged property. However, such changes may limit the
ability of the related borrower to rebuild the premises "as
is" in the event of a substantial casualty loss which may
adversely affect the ability of the borrower to meet its
mortgage loan obligations from cash flow. Generally, all
mortgaged properties which no longer conform to current
zoning ordinances and codes, other than the mortgaged
properties securing National Consumer Cooperative Bank
mortgage loans, require the borrower to maintain "law and
ordinance" coverage which will insure the increased cost of
construction to comply with current zoning ordinances and
codes. Insurance proceeds may not be sufficient to pay off
such mortgage loan in full. In addition, if the mortgaged
property were to be repaired or restored in conformity with
then current law, its value could be less than the remaining
balance on the mortgage loan and it may produce less revenue
than before such repair or restoration.
ENGINEERING REPORTS
MAY NOT DISCOVER
ALL REQUIRED
REPAIRS AND
REPLACEMENTS Substantially all of the mortgaged properties, by aggregate
principal balance, were inspected by engineering firms at
the time the mortgage loans were originated or acquired to
evaluate:
o structure;
o exterior walls;
o roofing;
o interior construction;
o mechanical and electrical systems;
o general condition of the site; and
o buildings and other improvements located on the
mortgaged properties.
There can be no assurance that all conditions requiring
repair or replacement have been identified in such
inspections.
COMPLIANCE WITH
AMERICANS WITH
DISABILITIES ACT
MAY RESULT IN
ADDITIONAL COSTS
Under the Americans with Disabilities Act of 1990, all
public accommodations are required to meet certain federal
requirements related to access and use by disabled persons.
To the extent a mortgaged property does not comply with the
Americans with Disabilities Act of 1990, the related
borrower may be required to incur costs to comply with such
law. In addition, noncompliance could result in the
imposition of fines by the federal government or an award of
damages to private litigants.
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<PAGE>
LITIGATION MAY
AFFECT THE TIMING
AND/OR PAYMENT ON
YOUR CERTIFICATES There may be legal proceedings pending and, from time to
time, threatened against a borrower or its affiliates
arising out of the ordinary course of business of such
borrower and its affiliates. There can be no assurance that
such litigation will not have a material adverse effect on
the distributions to certificateholders.
The Depositor is aware that there is ongoing litigation
concerning certain of the mortgage loans. See "Certain
Characteristics of the Mortgage Loans--Significant Mortgage
Loans--the L'Enfant Loan" and "--Certain Terms and
Conditions of the Mortgage Loans--Litigation."
POTENTIAL DEFAULTS
UNDER CERTAIN
MORTGAGE LOANS MAY
AFFECT THE TIMING
AND/OR PAYMENT ON
YOUR CERTIFICATES Any defaults that may occur under the mortgage loans may
result in shortfalls in the payments on such mortgage loans.
Even if such defaults are non-monetary, the Servicer may
still accelerate the maturity of the related mortgage loan
which could result in an acceleration of payments to
Certificateholders. The Depositor is aware of potential
defaults with respect to the L'Enfant mortgage loan. See
"Certain Characteristics of the Mortgage Loans--Significant
Mortgage Loans--The L'Enfant Loan."
CERTAIN LOANS MAY
REQUIRE PRINCIPAL
PAYDOWNS WHICH MAY
REDUCE THE YIELD ON
YOUR CERTIFICATES Eight of the mortgage loans, representing 8.3% of the
initial pool balance, may require the related borrower to
make partial prepayments if certain conditions, including,
in certain cases, meeting certain debt service coverage
ratios and/or satisfying certain leasing conditions, have
not been satisfied. The required prepayment may need to be
made even though the mortgage loan is in its lockout period.
With respect to prepayments on such mortgage loans, the
holders of any class of offered certificates receiving any
such required prepayment will be entitled to receive, only
from amounts actually paid by the borrower to the related
servicer and not from assets of the trust fund, any
prepayment premium or yield maintenance charge payments
required by the loan documents. See "Certain Characteristics
of the Mortgage Loans--Certain Terms and Conditions of the
Mortgage Loans--Mortgage Loans which May Require Principal
Paydowns."
RISKS RELATED TO THE OFFERED CERTIFICATES
THE TRUST FUND'S
ASSETS MAY BE
INSUFFICIENT TO
ALLOW FOR
REPAYMENT IN FULL
ON YOUR
CERTIFICATES If the assets of the trust fund are insufficient to make
payments on the offered certificates, no other assets will
be available for payment of the deficiency.
PREPAYMENTS AND
DEFAULTS MAY REDUCE
THE YIELD ON YOUR
CERTIFICATES The yield to maturity on each class of certificates will
depend in part on the following:
o the purchase price for the certificates;
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<PAGE>
o the rate and timing of voluntary and involuntary
principal prepayments (including repurchases by a
mortgage loan seller for breaches of representations
and warranties);
o the rate and timing of delinquencies and losses;
o interest shortfalls resulting from prepayments; and
o the receipt and allocation of prepayment premiums
and/or yield maintenance charges.
The investment performance of the offered certificates may
be materially different from what you expected if the
assumptions you make with respect to the factors listed
above are incorrect.
In general, if you purchase an offered certificate at a
premium and principal distributions on the certificate,
including voluntary and involuntary prepayments, occur at a
rate faster than you anticipated at the time of purchase,
and even if prepayment premiums or yield maintenance charges
are collected, your actual yield to maturity may be lower
than the yield you assumed at the time of purchase.
Conversely, if you purchase an offered certificate at a
discount and principal distributions on the certificate,
including voluntary and involuntary prepayments, occur at a
rate slower than that you assumed at the time of purchase,
your actual yield to maturity may be lower than the yield
you assumed at the time of purchase.
In general, borrowers are less likely to prepay if
prevailing interest rates are at or above the rates borne by
such mortgage loans. On the other hand, borrowers are more
likely to prepay if prevailing rates fall significantly
below the interest rates of the mortgage loans. Borrowers
are less likely to prepay mortgage loans with lockout
periods, prepayment premium provisions or yield maintenance
charge provisions, to the extent enforceable, than otherwise
identical mortgage loans without such provisions, with
shorter lockout periods or with lower prepayment premiums or
yield maintenance charges. The servicers will not be
required to advance any prepayment premiums or yield
maintenance charges.
Delinquencies on the mortgage loans, if the delinquent
amounts are not advanced, may result in shortfalls in
distributions of interest and/or principal to the offered
certificates for the current month. Any late payments
received on or in respect of the mortgage loans will be
distributed to the certificates in the priorities described
more fully herein, but no interest will accrue on such
shortfall during the period of time such payment is
delinquent. Even if losses on the mortgage loans are
allocated to a particular class of offered certificates,
such losses may affect the weighted average life and yield
to maturity of other classes of certificates. Losses on the
mortgage loans, to the extent not allocated to such class of
offered certificates, may result in a higher percentage
ownership interest evidenced by such certificates than would
otherwise have resulted absent such loss. The consequent
effect on the weighted average life and yield to maturity of
the offered certificates will depend upon the
characteristics of the remaining mortgage loans.
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<PAGE>
Provisions requiring prepayment premiums or yield
maintenance charges may not be enforceable in some states
and under federal bankruptcy law, and may constitute
interest for usury purposes. Accordingly, no assurance can
be given that the obligation to pay a prepayment premium or
a yield maintenance charge will be enforceable or, if
enforceable, that the foreclosure proceeds will be
sufficient to pay such prepayment premium or yield
maintenance charge. Additionally, although the collateral
substitution provisions related to defeasance are not
intended to be, and do not have the same effect on the
certificateholders as, a prepayment, there can be no
assurance that a court would not interpret such provisions
as requiring a prepayment premium or yield maintenance
charge which may be unenforceable or usurious under
applicable law.
EACH SERVICER'S
RIGHT TO RECEIVE
INTEREST ON
ADVANCES MAY RESULT
IN ADDITIONAL
LOSSES TO THE
TRUST FUND Each servicer or the trustee, as applicable, will be
entitled to receive interest on unreimbursed advances and
unreimbursed servicing expenses. This interest will
generally accrue from the date on which the related advance
is made or the related expense is incurred through the date
of reimbursement. The right to receive such payments of
interest is senior to the rights of certificateholders to
receive distributions on the offered certificates and,
consequently, may result in losses being allocated to the
offered certificates that would not have resulted absent the
accrual of such interest.
IF THE SERVICERS
OR SPECIAL
SERVICERS PURCHASE
CERTIFICATES, A
CONFLICT OF
INTEREST COULD
ARISE BETWEEN THEIR
DUTIES AND THEIR
INTERESTS IN THE
CERTIFICATES The servicers or special servicers or an affiliate thereof
may purchase any class of certificates. It is anticipated
that one or more of the special servicers may purchase all
or a portion of the Class G, Class H, Class J, Class K,
Class L, Class M and Class N Certificates. However, there
can be no assurance that any special servicer or an
affiliate of any special servicer will purchase any
certificates. The purchase of certificates by a servicer or
special servicer could cause a conflict between its duties
pursuant to the pooling and servicing agreement and its
interest as a holder of a certificate, especially to the
extent that certain actions or events have a
disproportionate effect on one or more classes of
certificates. However, under the pooling and servicing
agreement, each servicer and each special servicer is
required to service the mortgage loans that each of them
services in the same manner, and with the same care, as
similar mortgage loans for their own portfolio or for the
portfolios of third parties.
SPECIAL SERVICERS
MAY BE REMOVED BY
CERTAIN INVESTORS
WITHOUT CAUSE Except with respect to the 1211 Avenue of the Americas loan
and the L'Enfant Plaza loan, the holders of a majority of
the percentage interests of the controlling class (initially
a portion of which may be purchased by the special
servicers) will be entitled, at their option, to remove any
special servicer, other than National Consumer Cooperative
Bank, with or without cause, and appoint a successor special
servicer chosen by such holders without the consent of the
holders of any other certificates, the trustee or the
related servicer, provided that each rating agency confirms
in writing that such removal
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<PAGE>
and appointment, in and of itself, would not cause a
downgrade, qualification or withdrawal of the then current
ratings assigned to any class of certificates and provided
that such holders pay the expense of such removal and
appointment. Notwithstanding the foregoing, at any time when
Lennar Partners, Inc., is the holder of a majority of the
percentage interests of the controlling class, Lennar
Partners, Inc. may remove National Consumer Cooperative Bank
as special servicer with or without cause.
BOOK-ENTRY
REGISTRATION OF
THE CERTIFICATES
MAY REQUIRE YOU
TO EXERCISE YOUR
RIGHTS THROUGH DTC Each class of offered certificates initially will be
represented by one or more certificates registered in the
name of Cede & Co., as the nominee for The Depository Trust
Company, generally referred to as DTC, and will not be
registered in the names of the related beneficial owners of
certificates or their nominees. As a result, unless and
until definitive certificates are issued, beneficial owners
of offered certificates will not be recognized as
"certificateholders" for certain purposes. Therefore, until
you are recognized as a "certificateholder," you will be
able to exercise the rights of holders of certificates only
indirectly through DTC, and its participating organizations.
As a beneficial owner holding a certificate through the
book-entry system, you will be entitled to receive the
reports described under "The Pooling and Servicing
Agreement--Reports to Certificateholders; Available
Information" and notices only through the facilities of DTC
and its respective participants or from the trustee, if you
have certified to the trustee that you are a beneficial
owner of offered certificates (using the form annexed to the
pooling and servicing agreement). Upon presentation of
evidence satisfactory to the trustee of your beneficial
ownership interest in the offered certificates, you will be
entitled to receive, upon request in writing, copies of
monthly reports to certificateholders from the trustee.
YOU MAY BE BOUND
BY THE ACTIONS
OF OTHER
CERTIFICATEHOLDERS In some circumstances, the consent or approval of the
holders of a specified percentage of the certificates will
be required to direct, consent to or approve certain
actions, including amending the pooling and servicing
agreement. In these cases, this consent or approval will be
sufficient to bind all holders of certificates.
LACK OF A SECONDARY
MARKET FOR THE
CERTIFICATES MAY
MAKE IT DIFFICULT
FOR YOU TO RESELL
YOUR CERTIFICATES There currently is no secondary market for the offered
certificates. Although the underwriters have advised the
depositor that they currently intend to make a secondary
market in the offered certificates, they are under no
obligation to do so. Accordingly, there can be no assurance
that a secondary market for the offered certificates will
develop. Moreover, if a secondary market does develop, there
can be no assurance that it will provide you with liquidity
of investment or that it will continue for the life of the
offered certificates. The offered certificates will not be
listed on any securities exchange. Lack of liquidity could
adversely affect the market value of the offered
certificates. The market value of the offered certificates
at any time may be affected by many other factors, including
then prevailing interest rates, and no representation is
made by any person or entity as to what the market value of
any offered certificate will be at any time.
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DESCRIPTION OF THE MORTGAGE LOANS
GENERAL
The Trust Fund (as defined herein) will consist primarily of 211 fixed
rate loans (including the trust fund's pari passu interest in the loans secured
by 1211 Avenue of the Americas and L'Enfant Plaza), secured by 227 multifamily,
commercial and residential cooperative properties (the "Mortgage Loans"). The
Mortgage Loans will have an aggregate principal balance of approximately
$1,111,999,815 (the "Initial Pool Balance") as of July 11, 2000 (the "Cut-off
Date"), subject to a variance of plus or minus 5%. For the purposes of this
Prospectus Supplement, any Multi-Property Loan (as defined herein) is considered
to be one Mortgage Loan. Any loans made to affiliated borrowers are considered
separate Mortgage Loans. For purposes of describing the property type and
geographic distribution of Mortgaged Properties (as defined herein), Allocated
Loan Amounts (as defined herein), as shown on Annex A, are used for
Multi-Property Loans. All numerical information provided herein with respect to
the Mortgage Loans is provided on an approximate basis. All percentages of the
Trust Fund, or of any specified sub-group thereof, referred to herein without
further description are approximate percentages by aggregate Cut-off Date
Principal Balance (as defined herein). Descriptions of the terms and provisions
of the Mortgage Loans are generalized in the aggregate. Many of the individual
Mortgage Loans have specific terms and provisions that deviate from the general
description.
Each Mortgage Loan is evidenced by one or more notes (each, a "Mortgage
Note"), and secured by one or more mortgages, deeds of trust or other similar
security instruments (each, a "Mortgage"). Each of the Mortgages creates a first
lien on the interests of the related borrower in certain land used for
commercial or multifamily residential purposes, all buildings and improvements
thereon and certain personal property located thereon, and, in certain cases,
reserve funds (collectively, "Mortgaged Properties"), as set forth in the
following table:
SECURITY FOR THE MORTGAGE LOANS
NUMBER OF
INTEREST OF % OF INITIAL MORTGAGED
BORROWER ENCUMBERED POOL BALANCE(1) PROPERTIES
------------------- --------------- ----------
Fee Simple Estate (2)..................... 97.3% 224
Leasehold................................. 2.7% 3
----- ---
TOTAL 100.0% 227
===== ===
----------
(1) Based on the principal balance of the Mortgage Loan or, for any
Multi-Property Loan, the Allocated Loan Amount with respect to each portion
of the related Mortgaged Property.
(2) For any Mortgaged Property subject to a ground lease where the ground
lessee and ground lessor are both parties to the Mortgage, the Mortgaged
Property was categorized as a fee simple estate. For any Mortgaged Property
that partially consists of a leasehold interest, the encumbered interest
has been categorized as a fee simple interest if the leasehold interest
does not constitute a material portion of the Mortgaged Property.
Each Mortgaged Property consists of land improved by (i) an office
building (an "Office Property," and any Mortgage Loan secured thereby, an
"Office Loan"), (ii) a retail property (a "Retail Property," and any Mortgage
Loan secured thereby, a "Retail Loan"), (iii) an apartment building or complex
consisting of five or more rental units (a "Multifamily Property," and any
Mortgage Loan secured thereby, a "Multifamily Loan"), (iv) a full or limited
service or extended stay hotel/motel property (a "Hospitality Property" or a
"Lodging Property," and any Mortgage Loan secured thereby, a "Hospitality Loan"
or a "Lodging Loan"), (v) an industrial property (an "Industrial Property," and
any Mortgage Loan secured thereby, an "Industrial Loan"), (vi) a residential
cooperative property (a "Residential Cooperative Property," and any Mortgage
Loan secured thereby, a "Residential Cooperative Loan"), (vii) mixed use
properties (each, a "Mixed Use Property" and any Mortgage Loan secured thereby,
a "Mixed Use Loan") or (viii) certain other properties, including but not
limited to, manufactured housing communities (1.6% of Initial Pool Balance),
assisted living facilities (1.3% of Initial Pool Balance) and self-storage
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facilities (0.5% of Initial Pool Balance) (each, an "Other Property" and any
Mortgage Loan secured thereby, an "Other Loan"). Certain statistical information
relating to the various types of Mortgaged Properties is set forth in the table
under "Certain Characteristics of the Mortgage Loans--Additional Mortgage Loan
Information--Mortgaged Properties by Property Type."
Ten Mortgage Loans, representing approximately 12.0% of the Initial
Pool Balance, are evidenced by two or more Mortgage Notes which are secured and
cross-collateralized by two or more Mortgaged Properties.
Seven Mortgage Loans, representing approximately 15.0% of the Initial
Pool Balance, are secured by two or more Mortgaged Properties, under a single
Mortgage Note by a single borrower.
Ten Mortgage Loans, representing approximately 3.0% of the Initial Pool
Balance, which are not cross-collateralized, are loans to borrowers which are
under common ownership. See "Risk Factors--Risks Related to the Mortgage
Loans--Mortgage Loans to Related Borrowers May Result in More Severe Losses on
Your Certificates."
None of the Mortgage Loans is insured or guaranteed by the United
States, any governmental agency or instrumentality, any private mortgage insurer
or by the Depositor, the Mortgage Loan Sellers, either Servicer, either Special
Servicer, the Trustee (each, as defined herein) or any of their respective
affiliates except that, with respect to certain of the mortgage loans, the trust
fund will have the benefit of environmental insurance policies. See "Certain
Characteristics of the Mortgage Loans--Environmental Matters" in this Prospectus
Supplement. Except for the National Consumer Cooperative Bank Mortgage Loans,
which are generally fully recourse to the Borrower, the Mortgage Loans generally
are non-recourse except in limited circumstances such as a default resulting
from voluntary bankruptcy, fraud or other willful misconduct of the borrower. If
a borrower defaults on any Mortgage Loan, recourse generally may be had only
against the specific Mortgaged Property or Mortgaged Properties securing such
Mortgage Loan and such limited other assets as have been pledged to secure such
Mortgage Loan, and not against the borrower's other assets.
Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor")
will purchase the Mortgage Loans to be included in the Trust Fund on or before
the date on which the Certificates (as defined herein) are issued (the "Closing
Date") from Credit Suisse First Boston Mortgage Capital LLC (the "CSFB Mortgage
Loan Seller"), Morgan Stanley Dean Witter Mortgage Capital Inc. (the "MSDWMC
Mortgage Loan Seller") and National Consumer Cooperative Bank (the "NCCB
Mortgage Loan Seller" and, collectively with the CSFB Mortgage Loan Seller and
the MSDWMC Mortgage Loan Seller, the "Mortgage Loan Sellers"), pursuant to three
separate Mortgage Loan Purchase Agreements (each, a "Mortgage Loan Purchase
Agreement") to be dated as of the Cut-off Date between the related Mortgage Loan
Seller and the Depositor. The CSFB Mortgage Loans, MSDWMC Mortgage Loans and
NCCB Mortgage Loans (all as defined below) were generally underwritten in
accordance with the underwriting criteria described under "--CSFB Underwriting
Standards," "--MSDWMC Underwriting Standards" and "--NCCB Underwriting
Standards," respectively, below. The Mortgage Loans which will be sold to the
Depositor by the CSFB Mortgage Loan Seller (the "CSFB Mortgage Loans"), the
MSDWMC Mortgage Loan Seller (the "MSDWMC Mortgage Loans") and the NCCB Mortgage
Loan Seller (the "NCCB Mortgage Loans") were originated or purchased by the
applicable Mortgage Loan Seller. The Mortgage Loan Sellers are selling the
Mortgage Loans without recourse and, accordingly, in such capacity, will have no
obligations with respect to the Certificates other than pursuant to the limited
representations, warranties and covenants made by each Mortgage Loan Seller to
the Depositor and assigned by the Depositor to the Trustee for the benefit of
the Certificateholders. See "The Pooling and Servicing Agreement--Assignment of
the Mortgage Loans" and "The Mortgage Pools--Representations and Warranties" in
the Prospectus.
CapMark Services, L.P. will service the Mortgage Loans (other than the
NCCB Mortgage Loans) and National Consumer Cooperative Bank (in such capacity
"NCCB") will service the NCCB Mortgage Loans, each pursuant to the Pooling and
Servicing Agreement. The L'Enfant Loan will have primary servicing performed by
First Union National Bank, as servicer of the CSFB 1998-C2 Securitization,
pursuant to the pooling and servicing agreement for the CSFB 1998-C2
Securitization. The 1211 Avenue of the Americas Loan will have primary servicing
performed by BNY Asset Solutions LLC, as servicer of the 2000-1211
Securitization pursuant to the trust and servicing agreement for the 2000-1211
Securitization.
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SECURITY FOR THE MORTGAGE LOANS
In addition to the security of one or more Mortgages encumbering the
related borrower's interest in the applicable Mortgaged Property or Mortgaged
Properties, each Mortgage Loan also is secured by an assignment of the related
borrower's interest in the leases, rents, issues and profits of the related
Mortgaged Properties. In certain instances, additional collateral exists in the
nature of partial indemnities or guaranties, or one or more Escrow Accounts (as
defined herein) for, among other things, replacements of furniture, fixtures and
equipment and environmental remediation, real estate taxes, insurance premiums
and ground rents, deferred maintenance and/or scheduled capital improvements,
re-leasing reserves and seasonal working capital reserves. The Mortgage Loans
generally provide for the indemnification of the lender by the borrower (or
related principals) for the presence of any hazardous substances not identified
in the related environmental site assessments affecting the Mortgaged Property.
In addition, nine Mortgaged Properties securing Mortgage Loans representing 7.1%
of the Initial Pool Balance, are covered by insurance policies insuring against
certain environmental-related losses. See "Certain Characteristics of the
Mortgage Loans--Environmental Matters."
Each Mortgage constitutes a first lien on a Mortgaged Property, subject
generally only to (i) liens for real estate and other taxes and special
assessments not yet due and payable, (ii) covenants, conditions, restrictions,
rights of way, easements and other encumbrances whether or not of public record
as of the date of recording of the Mortgage, such exceptions having been
acceptable to the related Mortgage Loan Seller, as applicable, in connection
with the purchase or origination of such Mortgage Loan and (iii) such other
exceptions and encumbrances on Mortgaged Properties as are reflected in the
related title insurance policies. See "Certain Characteristics of the Mortgage
Loans--Certain Terms and Conditions of the Mortgage Loans--Escrows."
THE MORTGAGE LOAN SELLERS
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
Seventy-seven Mortgage Loans, representing 63.5% of the Initial Pool
Balance, were sold to the Depositor by the CSFB Mortgage Loan Seller. The CSFB
Mortgage Loan Seller is a subsidiary of Credit Suisse First Boston, Inc., formed
as a Delaware limited liability company to originate and acquire loans secured
by mortgages on commercial and multifamily real estate. Each of the Mortgage
Loans sold by the CSFB Mortgage Loan Seller to the Depositor was purchased or
originated by the CSFB Mortgage Loan Seller and underwritten by the CSFB
Mortgage Loan Seller's underwriters. The principal office of the CSFB Mortgage
Loan Seller is located at 11 Madison Avenue, New York, New York 10010. Its
telephone number is (212) 325-2000.
MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.
Forty-one Mortgage Loans, representing 24.8% of the Initial Pool
Balance, were sold to the Depositor by the MSDWMC Mortgage Loan Seller. The
MSDWMC Mortgage Loan Seller is a subsidiary of Morgan Stanley Dean Witter & Co.,
Inc. formed as a New York corporation to originate and acquire loans secured by
mortgages on commercial and multifamily real estate. Each of the MSDWMC Mortgage
Loans sold by the MSDWMC Mortgage Loan Seller to the Depositor was purchased or
originated by the MSDWMC Mortgage Loan Seller and underwritten by the MSDWMC
Mortgage Loan Seller's underwriters. The principal office of the MSDWMC Mortgage
Loan Seller is located at 1585 Broadway, New York, New York 10036. Its telephone
number is (212) 761-4700.
NATIONAL CONSUMER COOPERATIVE BANK
Ninety-three Mortgage Loans, representing 11.7% of the Initial Pool
Balance, were sold to the Depositor by the NCCB Mortgage Loan Seller. The NCCB
Mortgage Loan Seller, which does business under the trade name National
Cooperative Bank, was chartered by an act of Congress in 1978 for the purpose of
providing loans and other financial services to cooperatively owned and
organized entities throughout the United States. By Congressional amendments in
1981, the NCCB Mortgage Loan Seller was converted to a private institution owned
by its member cooperative borrowers. Each of the NCCB Mortgage Loans sold by the
NCCB Mortgage Loan Seller to the Depositor was originated by the NCCB Mortgage
Loan Seller or an affiliate and underwritten by NCCB Mortgage Loan Seller
underwriters. The principal office of the NCCB Mortgage Loan Seller is located
at 1401 Eye Street, N.W. Washington, D.C. 20005.
Its telephone number is 202-336-7700.
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CSFB UNDERWRITING STANDARDS
General. Seventy-seven Mortgage Loans, representing 63.5% of the
Initial Pool Balance, were underwritten by the CSFB Mortgage Loan Seller. The
CSFB Mortgage Loan Seller has implemented guidelines establishing certain
procedures with respect to underwriting mortgage loans. The CSFB Mortgage Loans
generally were originated in accordance with such guidelines; provided, however,
that the underwriting standards for such Mortgage Loans which are secured by
cooperatives were originated utilizing prudent underwriting practices for
mortgage loans secured by similar mortgaged properties and may differ from the
standards described below. With respect to the Mortgage Loans which were
acquired by the CSFB Mortgage Loan Seller, the CSFB Mortgage Loan Seller applied
its general guidelines to the Mortgage Loans in reliance on information provided
to it by the originators of such loans, in some cases without independent
investigation. In some instances, one or more provisions of the guidelines were
waived or modified where it was determined not to adversely affect the Mortgage
Loans in any material respect. The underwriting standards for the Mortgage Loans
addressed, with respect to each Mortgaged Property, environmental conditions,
physical conditions, property valuations, property financial performance, code
compliance, property management, title insurance, borrower evaluation and
property insurance, as described below.
Environmental Assessments. An environmental site assessment was
performed with respect to each Mortgaged Property relating to a CSFB Mortgage
Loan generally within the twelve-month period preceding the origination of the
related CSFB Mortgage Loan. In all cases, the environmental site assessment was
a "Phase I" environmental assessment, generally performed in accordance with
industry practice. In general, the environmental assessments contained no
recommendations for further significant environmental remediation efforts which,
if not undertaken, would have a material adverse effect on the related Mortgage
Loan. However, in certain cases, the assessment disclosed the existence of or
potential for adverse environmental conditions, generally the result of the
activities of identified tenants, adjacent property owners or previous owners of
the Mortgaged Property. In substantially all cases in which material
environmental risks were identified, the related borrowers were required to
establish operations and maintenance plans, monitor the Mortgaged Property,
abate or remediate the condition and/or provide additional security such as
letters of credit, indemnities, environmental damage insurance or reserves. With
respect to five Mortgage Loans, the lender purchased Secured Creditor Impaired
Property Policies which, upon an event of default and the occurrence of an
environmental condition at the Mortgaged Properties, provide for the payment of
such mortgage loans in full. In addition, one Mortgage Loan has the benefit of a
Pollution Legal Liability Select environmental insurance policy which covers
certain environmental losses. See "Certain Characteristics of the Mortgage
Loans--Environmental Matters" in this Prospectus Supplement. Additionally, all
borrowers were required to provide environmental representations and warranties
and covenants relating to the existence and use of hazardous substances on the
Mortgaged Properties. See "Risk Factors--Risks Related to The Mortgage
Loans--Environmental Laws May Adversely Affect Mortgaged Property Cashflow" in
this prospectus supplement.
Property Condition Assessments. Inspections of substantially all of the
related Mortgaged Properties were conducted by engineering firms prior to
origination of the CSFB Mortgage Loans. Such inspections generally were
commissioned to assess the structure, exterior walls, roofing, interior
construction, mechanical and electrical systems and general conditions of the
site, buildings and other improvements located at each Mortgaged Property. The
resulting reports indicated a variety of deferred maintenance items and
recommended capital improvements with respect to each Mortgaged Property. The
estimated cost of the necessary repairs or replacements at each Mortgaged
Property was included in each property condition report. In each instance, the
originator of the Mortgage Loan either determined that the necessary repairs or
replacements were being addressed by the related borrowers in a satisfactory
manner, or required that they be addressed post-closing. With respect to 53
Mortgage Loans, representing 65.5% of the aggregate Cut-off Date Principal
Balance of the CSFB Mortgage Loans, capital improvement or deferred maintenance
reserves were established to cover the cost of such repairs or replacements.
Appraisals. An appraisal of each of the Mortgaged Properties relating
to the CSFB Mortgage Loans was performed. The appraisals generally were
performed by independent MAI appraisers and in all cases indicated that at the
time of the respective appraisals the aggregate value of the related Mortgaged
Properties exceeded the original principal amount of each Mortgage Loan. Such
appraisals generally complied with the real estate appraisal regulations issued
jointly by the federal bank regulatory agencies under the Financial Institution
Reform, Recovery, and Enforcement Act of 1989, as amended ("FIRREA"). The
appraisals also were used as a source of information
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for rental and vacancy rates and were used to calculate tenant improvement and
leasing commission reserves. In general, appraisals represent the analysis and
opinion of qualified experts and are not guarantees of present or future value.
Moreover, appraisals seek to establish the amount a typically motivated buyer
would pay a typically motivated seller. Such amount could be significantly
higher than the amount obtained from the sale of a Mortgaged Property under a
distress or liquidation sale.
Operating and Occupancy Statements. In connection with the origination
or purchase of the CSFB Mortgage Loan, the originator reviewed current rent
rolls (and, where available, up to three years of prior operating statements)
and related information or statements of occupancy rates, census data, financial
data, historical operating statements and, with respect to the CSFB Mortgage
Loans secured by Office Properties, Industrial Properties, Retail Properties or
Mixed Use Properties, a selection of major tenant leases. In underwriting each
CSFB Mortgage Loan, income and operating information provided by the related
borrower was examined by the originator of the CSFB Mortgage Loan; provided,
however, that, with respect to several of the CSFB Mortgage Loans, the
originator thereof or the related borrower engaged independent accountants to
review or perform certain procedures to verify such information. Neither the
Depositor nor the CSFB Mortgage Loan Seller makes any representation as to the
accuracy of such information.
Zoning and Building Code Compliance. The borrowers under the CSFB
Mortgage Loans generally have represented under the related Mortgage or loan
agreement and provided other evidence to the effect that the use and operation
of the related Mortgaged Properties was, as of the date on which the Mortgage
Loan was originated, in compliance in all material respects with all applicable
zoning, land-use, environmental, building, fire and health ordinances, rules,
regulations and orders applicable to the related Mortgaged Properties. For a
discussion of zoning issues, see "Risk Factors--Risks Related to the Mortgage
Loans--Changes in Zoning Laws May Affect Ability To Repair or Restore Mortgaged
Property."
Seismic Review Process. In general, the underwriting guidelines
applicable to the origination of the CSFB Mortgage Loans required that
prospective borrowers seeking loans secured by properties located in California
and other areas thought to be prone to earthquake risk obtain a seismic
engineering report of the building and, based thereon and on certain statistical
information, an estimate of probable maximum loss ("PML"), that is, an estimate
of the loss that the property would sustain in a "worst case" earthquake
scenario. Generally, any proposed loan (i) which has an original principal
balance greater than $20,000,000 and as to which the property was estimated to
have a PML in excess of 15% of the estimated replacement cost of the
improvements or (ii) which has an original principal balance less than or equal
to $20,000,000 and as to which the property was estimated to have a PML in
excess of 20% of the estimated replacement cost of the improvements would be
conditioned on receipt of satisfactory earthquake insurance. With respect to all
of the CSFB Mortgage Loans that had original principal balances of more than
$20,000,000 and that have a PML in excess of 15%, the borrowers obtained
earthquake insurance. With respect to substantially all of the CSFB Mortgage
Loans that have a PML in excess of 20%, the borrower obtained earthquake
insurance.
Property Management. Generally, for CSFB Mortgage Loans, a manager
(which may be an employee or affiliate of the borrower) is responsible for
responding to changes in the local rental or lodging market, planning and
implementing the rental rate or operating structure, which may include
establishing levels of rent payments or rates, and insuring that maintenance and
capital improvements are carried out in a timely fashion. Management errors may
adversely affect the performance and long-term viability of a project. Each of
the original managers was approved by the originator of each CSFB Mortgage Loan
in connection with the origination of the related Mortgage Loan. In most cases,
amounts payable to the manager are subordinated to payments required under the
related Mortgage Loan. In most cases, the applicable Special Servicer may cause
the borrower to terminate management contracts upon certain events specified in
the documents executed in connection with the Mortgage Loans and generally any
change in a manager must be approved by the related Special Servicer. With
respect to Mortgage Loans which represent 5% or more of the aggregate
outstanding principal balance of all of the Mortgage Loans, no change in a
manager may be effected by the applicable Special Servicer unless the Rating
Agencies (as defined herein) have confirmed in writing that such change will
not, in and of itself, cause any withdrawal, qualification or downgrade in the
then current ratings of each Class of Certificates. For a discussion of property
management issues, see "Risk Factors--Risks Related to the Mortgage
Loans--Property Managers May Experience Conflicts of Interest in Managing
Multiple Properties."
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Title Insurance Policy. Each borrower has provided, and the CSFB
Mortgage Loan Seller has obtained, a title insurance policy for each Mortgaged
Property relating to the CSFB Mortgage Loans. Each title insurance policy
generally complies with the following requirements: (i) the policy must be
written by a title insurer licensed to do business in the jurisdiction where the
Mortgaged Property is located, (ii) the policy must be in an amount equal to the
original principal balance of the related Mortgage Loan, (iii) the protection
and benefits must run to the lender and its successors and assigns, (iv) the
policy should be written on a standard policy form of the American Land Title
Association or equivalent policy promulgated in the jurisdiction where the
Mortgaged Property is located and (v) the legal description of the Mortgaged
Property in the policy must conform to that shown on the survey of the Mortgaged
Property, where a survey has been required.
Property Insurance. Each borrower has provided, and the CSFB Mortgage
Loan Seller has reviewed, certificates of required insurance with respect to
each Mortgaged Property relating to the CSFB Mortgage Loans. Such insurance
generally may include (i) commercial general liability insurance for bodily
injury or death and property damage, (ii) an "All Risks" of physical loss
property policy, (iii) if applicable, boiler and machinery coverage, (iv) if the
Mortgaged Property is located in a 100-year flood plain, flood insurance through
the National Flood Insurance Program, (v) if the Mortgaged Property is located
in an earthquake prone area and is subject to substantial earthquake risk,
earthquake insurance and (vi) such other coverage as the CSFB Mortgage Loan
Seller may require based on the specific characteristics of the Mortgaged
Property. In most instances, with respect to Mortgage Loans with original
principal balances less than $20 million, the claims-paying ability of the
related insurance providers must have a rating by S&P (as defined herein) of "A"
or better and, with respect to Mortgage Loans with original principal balances
greater than $20 million, the related insurance provider must have a rating by
S&P of "AA" or better.
Evaluation of Borrower. The CSFB Mortgage Loan Seller evaluates each
borrower and its principals with respect to credit history and prior experience
as an owner and operator of commercial real estate properties. The evaluation
generally includes obtaining and reviewing a credit report or other reliable
indication of the borrower's financial capacity; obtaining and verifying credit
references and/or business and trade references; and obtaining and reviewing
certifications provided by the borrower as to prior real estate experience and
current contingent liabilities. The borrowers under 99.7% of the CSFB Mortgage
Loans, by Cut-off Date Principal Balance, are single asset special purpose
entities; for purposes of the foregoing statement, each Mortgage Loan secured by
a cooperative was assumed to be a single asset special purpose entity. In
addition, in general, in connection with each CSFB Mortgage Loan with an
original principal balance in excess of $20 million, each borrower was required
to be organized as a bankruptcy-remote entity, a substantive non-consolidation
opinion of counsel was required to be delivered relating to such borrower and
the CSFB Mortgage Loan Seller has reviewed the organizational documents of the
borrower to verify compliance with such requirement.
DSCR and LTV Ratio. The CSFB Mortgage Loan Seller's underwriting
standards generally require, for all Mortgage Loans, minimum DSCR and LTV ratios
for each property type. The DSCR and LTV ratio for each CSFB Mortgage Loan is
set forth on Annex A hereto.
Escrow Requirements. The CSFB Mortgage Loan Seller generally requires a
borrower to fund various escrows (each, an "Escrow Account") for items including
real estate taxes, insurance premiums, ground rent, replacement of furniture,
fixtures and equipment, environmental remediation, deferred maintenance and/or
scheduled capital improvements, seasonal working capital (with respect to
certain Hospitality Properties), capital expenditures, and tenant improvements
and re-leasing costs (with respect to Office Properties and Retail Properties).
Escrow Accounts generally must be held at Eligible Banks (as defined herein).
Generally, the required escrows for Mortgage Loans originated by the CSFB
Mortgage Loan Seller are as follows:
Ground Rent -- Typically, a pro rated initial deposit and monthly
deposits equal to 1/12th of the annual ground rent for any ground lease relating
to the Mortgaged Property are required.
Taxes and Insurance -- Seventy-three Mortgage Loans, representing 98.5%
of the aggregate Cut-off Date Principal Balance of the CSFB Mortgage Loans, have
reserves for taxes. Seventy-three Mortgage Loans, representing 98.4% of the
aggregate Cut-off Date Principal Balance of the CSFB Mortgage Loans, have
reserves for insurance. Typically, a pro rated initial deposit and monthly
deposits equal to 1/12th of the annual property taxes (based on the most recent
property assessment and the current tax rate) and annual property insurance
premium relating to the Mortgaged Property are required.
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Capital Item Reserves -- Sixty-nine Mortgage Loans, representing 96.0%
of the aggregate Cut-off Date Principal Balance of the CSFB Mortgage Loans, have
ongoing reserves for Capital Items (as defined below). Typically, deposits are
required based on the amount recommended on an annual basis pursuant to a
property condition report prepared for the CSFB Mortgage Loan Seller. The actual
ongoing reserve deposits for periodic replacement, capital expenditures and
furniture, fixtures and equipment (collectively, "Capital Items") required under
each Mortgage Loan are set forth on Annex A.
Tenant Improvements and Leasing Commission Reserves -- Thirty-six
Mortgage Loans, representing 81.8% of the aggregate Cut-off Date Principal
Balance of the CSFB Mortgage Loans which are secured by Retail Properties,
Office Properties, Mixed Use Properties and Industrial Properties, have up-front
and/or ongoing reserves for tenant improvement and leasing commissions.
Typically, deposits are based upon anticipated lease turnover rates, estimated
costs for tenant improvements and leasing commissions in the related market.
In certain cases, the CSFB Mortgage Loan Seller allowed a borrower to
post a letter of credit in lieu of funding ongoing reserves for Capital Items
and/or tenant improvements and leasing commissions. Even if the actual funded
reserves under a Mortgage Loan are less than the foregoing amounts, the CSFB
Mortgage Loan Seller generally deducted such amounts from net operating income
when calculating Net Cash Flow.
Deferred Maintenance/Environmental Remediation -- An initial deposit,
upon funding of a Mortgage Loan, in an amount equal to no less than 100%, and as
much as 125% of (i) the estimated cost of the recommended substantial repairs or
replacements pursuant to a property condition report completed by a licensed
engineer and (ii) the estimated cost of environmental remediation expenses as
recommended by an independent environmental assessment.
Seasonal Working Capital -- An initial deposit, upon funding of a
Mortgage Loan, or monthly deposits, in each case generally based upon the
anticipated shortfall of operating income necessary to pay debt service and
operating expenses for the months in which occupancy of a Hospitality Property
is below that which is necessary to cover such costs.
MSDWMC UNDERWRITING STANDARDS
General. Forty-one Mortgage Loans, representing 24.8% of the Initial
Pool Balance, were underwritten by the MSDWMC Mortgage Loan Seller. The MSDWMC
Mortgage Loan Seller has implemented guidelines establishing certain procedures
with respect to underwriting mortgage loans. The MSDWMC Mortgage Loans generally
were originated in accordance with such guidelines.
Appraisals. In connection with the origination of the MSDWMC Mortgage
Loans, each related Mortgaged Property was appraised by an independent appraiser
who, generally, was a Member of the Appraisal Institute. All such appraisals
complied with the real estate appraisal regulations issued jointly by the
federal bank regulatory agencies under FIRREA. In general, those appraisals
represent the analysis and opinion of the person performing the appraisal and
are not guarantees of, and may not be indicative of, present or future value.
There can be no assurance that another person would not have arrived at a
different valuation, even if such person used the same general approach to and
same method of valuing the property. Moreover, such appraisals sought to
establish the amount a typically motivated buyer would pay a typically motivated
seller. Such amount could be significantly higher than the amount obtained from
the sale of a Mortgaged Property under a distress or liquidation sale.
Information regarding the values of the Mortgaged Properties is presented herein
for illustrative purposes only.
Environmental Assessments. An environmental site assessment was
performed with respect to each Mortgaged Property generally within the
twelve-month period preceding the origination of the related MSDWMC Mortgage
Loan. In all cases, the environmental site assessment was a "Phase I"
environmental assessment, generally performed in accordance with industry
practice. In general, the environmental assessments contained no recommendations
for further significant environmental remediation efforts which, if not
undertaken, would have a material adverse effect on the related Mortgage Loan.
However, in certain cases, the assessment disclosed the existence of or
potential for adverse environmental conditions, generally the result of the
activities of identified tenants, adjacent property owners or previous owners of
the Mortgaged Property. In certain of such cases, the related borrowers were
required to establish operations and maintenance plans, monitor the Mortgaged
Property, abate or remediate the condition and/or provide additional security
such as letters of credit, environmental damage
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insurance or reserves. See "Risk Factors--Risks Related to The Mortgaged
Loans--Environmental Laws May Adversely Affect Mortgaged Property Cash Flow" in
this prospectus supplement.
Property Condition Assessments. The Mortgaged Properties were inspected
in connection with the origination of the related MSDWMC Mortgage Loan by a
representative of the MSDWMC Mortgage Loan Seller or by a third party
professional engaged by MSDWMC Mortgage Loan Seller. Furthermore, in each case,
a licensed engineer or consultant inspected the related Mortgaged Property in
connection with the origination of the related MSDWMC Mortgage Loan to assess
the structure, exterior walls, roofing, interior structure and mechanical and
electrical systems. In certain cases where material deficiencies were noted in
such reports, the related borrower was required to establish reserves for
replacement or repair or remediate the deficiency.
Seismic Review Process. In general, the underwriting guidelines
applicable to the origination of the MSDWMC Mortgage Loans required that
prospective borrowers seeking loans secured by properties located in California
and areas of other states where seismic risk is deemed material obtain a seismic
engineering report of the building and, based thereon and on certain statistical
information, an estimate of PML in an earthquake scenario. Generally, any of the
MSDWMC Mortgage Loans as to which the property was estimated to have a PML in
excess of 20% of the estimated replacement cost would either be subject to a
lower loan-to-value limit at origination, be conditioned on seismic upgrading
(or appropriate reserves or letter of credit for retrofitting), be conditioned
on satisfactory earthquake insurance or be declined.
Zoning and Building Code Compliance. The MSDWMC Mortgage Loan Seller
took steps to establish that the use and operation of the Mortgaged Properties
that represent security for MSDWMC Mortgage Loans were, at their respective
dates of origination, in compliance in all material respects with applicable
zoning, land-use and similar laws and ordinances, but no assurance can be made
that such steps revealed all possible violations. Evidence of such compliance
may have been in the form of legal opinions, confirmations from government
officials, title insurance endorsements, survey endorsements and/or
representations by the related borrower contained in the related loan documents.
Violations may exist at any particular Mortgaged Property, but the MSDWMC
Mortgage Loan Seller has informed the Depositor that it does not consider any
such violations known to it to be material.
NCCB UNDERWRITING STANDARDS
General. Ninety-three Mortgage Loans, representing 11.7% of the Initial
Pool Balance, were underwritten by the NCCB Mortgage Loan Seller. 100% of the
Mortgage Loans underwritten by the NCCB Mortgage Loan Seller are secured by
Residential Cooperative Properties. The NCCB Mortgage Loan Seller has
implemented guidelines establishing certain procedures with respect to
underwriting the Mortgage Loans. The NCCB Mortgage Loans generally were
originated in accordance with such guidelines. The underwriting standards for
the Mortgage Loans addressed, with respect to each Mortgaged Property,
environmental conditions, physical conditions, property valuations, property
financial performance, property management, title insurance, borrower evaluation
and property insurance, as described below.
Environmental Assessments. An environmental site assessment was
performed with respect to each Mortgaged Property relating to an NCCB Mortgage
Loan generally within the twelve-month period preceding the origination of the
related NCCB Mortgage Loan. A Phase I Environmental Report is generally required
for each Mortgaged Property. In lieu of a Phase I Environmental Report,
generally for loans under $350,000, an ASTM Transaction Screen may have been
required. In general, the environmental assessments contained no recommendations
for further significant environmental remediation efforts which, if not
undertaken, would have a material adverse effect on the related Mortgage Loan.
However, in certain cases, the assessment disclosed the existence of or
potential for adverse environmental conditions. In substantially all cases in
which material environmental risks were identified, the related borrowers were
required to establish operations and maintenance plans, monitor the Mortgaged
Property, and abate or remediate the condition, if necessary.
Property Condition Assessments. As part of the underwriting process, a
site inspection of each Mortgaged Property was conducted by the NCCB Mortgage
Loan Seller. Such inspection paid particular attention to the systems, roofs,
structural integrity and common area deferred maintenance at the Mortgaged
Property. Inspections of each of the Mortgaged Properties were also conducted by
independent engineering firms prior to the origination of the NCCB Mortgage
Loans. Such inspections were generally commissioned to assess the structure,
exterior walls, roofing, interior construction, mechanical and electrical
systems and general conditions of the site, buildings
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and other improvements located at each Mortgaged Property. The resulting reports
indicated a variety of deferred maintenance items and recommended capital
improvements with respect to certain of the Mortgaged Properties. In general,
the estimated cost of immediate necessary repairs or replacements at each
Mortgaged Property was included in each property condition report. In each
instance, the NCCB Mortgage Loan Seller determined that the necessary repairs
needed to be completed prior to closing by the related borrowers were completed
in a satisfactory manner, or required that they be addressed post closing.
Appraisals. An appraisal of each of the Mortgaged Properties relating
to the NCCB Mortgage Loans was performed preceding the origination of each such
loan. The appraisals were performed by independent MAI appraisers and indicated
that at the time of the respective appraisals the aggregate value of the related
Mortgaged Properties exceeded the original principal amount of each Mortgage
Loan. Such appraisals generally complied with the real estate appraisal
regulations issued jointly by the federal bank regulatory agencies under FIRREA,
as amended. Each appraisal valued the Mortgaged Properties as a cooperative
property (i) based on the market value of the underlying apartment units in the
building and (ii) as a multifamily rental property as if such cooperative
property were operated as a market-rate rental property. The value as a
multifamily rental property is based on the projected rents that would be
collected and the operating expenses that would be incurred if the building were
run as a stabilized market-rate rental property with rents set at prevailing
market rates, taking into account the presence of existing rent controlled or
existing rent stabilized apartments. Such rental calculation also makes
adjustments for projected market vacancies and reserve requirements.
Property Financial Performance. In connection with the origination of
the NCCB Mortgage Loans, the originator reviewed maintenance rolls, historical
operating statements, budgets, sponsor rent rolls (if applicable and/or
material), reserve levels, recent sales data, and proposed sources and uses of
funds. Originators employ such information to assess the prospective borrower's
ability to repay the debt and the adequacy of the property as collateral for the
loan requested. Maintenance charges and operating expenses are reviewed for
reasonableness in relation to other properties in the prospective borrower's
market. The ability to raise maintenance charges due to prospective capital
expenditures or property tax increases is also assessed. Particular attention is
paid to scheduled reductions and expiration of property tax abatements such as
the J-51 program for eligible properties in New York City. In assessing the
cooperative's ability to increase maintenance charges, total maintenance charges
are generally required to be less than 70% of market rents for similar apartment
units.
Due to the nature of cooperative ownership and the federal tax
treatment of cooperative earnings, cooperatives generally seek to have
break-even coverage of maintenance charges and other income to annual operating
expenses. Additionally, cooperatives generally limit commercial rental income to
not more than 20% of total income.
In certain circumstances, maintenance charges and other income may be
less than the cooperative's annual operating expenses if the cooperative has
significant reserves. Each NCCB Mortgage Loan requires minimum reserves
generally equal to 10% of the preceding year's shareholder maintenance payments.
Such reserves are generally held by the cooperative.
If there are sponsor-held units, the originator of each NCCB Mortgage
Loan reviews the number of sponsor-held and investor held units and the excess
of the maintenance charges on such sponsor-held units over the sponsor's rent
collected, if any ("negative carry"). The number of sponsor-held units and the
rental income on such units are determined by rent rolls generally provided by
the cooperative. Sponsor-held units, if material, are carefully evaluated, and
the negative carry on such units is generally limited to an amount equal to no
more than 8% of the cooperative's total annual maintenance charges.
Property Management. For NCCB Mortgage Loans, the related Mortgaged
Property is either professionally managed or is self-managed. Generally, all
larger Mortgaged Properties are professionally managed. In most cases, the
applicable Special Servicer may cause the borrower to terminate management
contracts upon certain events specified in the documents executed in connection
with the Mortgage Loan. Under such circumstances, replacement managers must be
approved by the applicable Servicer or Special Servicer. Generally, if a
Mortgaged Property is self-managed, the applicable Servicer or Special Servicer
may cause the borrower to hire professional management upon certain events
specified in the documents executed in connection with the Mortgage Loan.
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<PAGE>
Title Insurance. The NCCB Mortgage Loan Seller has obtained from each
borrower a title insurance policy for each Mortgaged Property relating to the
NCCB Mortgage Loans. Each title insurance policy generally complies with the
following requirements: (i) the policy is written by a title insurer licensed to
do business in the jurisdiction where the Mortgaged Property is located, (ii)
the policy is in an amount equal to the original principal balance of the
related Mortgage Loan, (iii) the protection and benefits run to the NCCB
Mortgage Loan Seller and its successors and assigns, and (iv) the policy is
written on a standard policy form of the American Land Title Association or
equivalent policy promulgated in the jurisdiction where the Mortgaged Property
is located.
Borrower Evaluation. The NCCB Mortgage Loan Seller required each
cooperative to submit copies of its by-laws, form of propriety lease and
offering plan and amendments thereto. Such documents were reviewed by counsel to
the NCCB Mortgage Seller to determine if items therein could materially impact
the related Mortgage Loan.
Property Insurance. Each borrower has provided, and the NCCB Mortgage
Loan Seller has reviewed, certificates of required insurance with respect to
each Mortgaged Property relating to the NCCB Mortgage Loans. Such insurance
generally may include (i) commercial general liability insurance for bodily
injury or death and property damage, (ii) "all risks" of physical loss property
insurance, (iii) if applicable, boiler and machinery coverage, (iv) if the
Mortgaged Property is located in a 100-year flood plain, flood insurance through
the National Flood Insurance Program, (v) fidelity bond, and (vi) business
income insurance. Generally, the insurance issuing company must have a rating in
the Best's Key Rating Guide of at least Policyholder Rating of "A-" and
Financial Rating of "V".
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
MULTIPLE NOTE LOANS
The 1211 Avenue of the Americas Mortgage Loan (the "1211 Avenue of the
Americas Loan"), which represents 4.5% of the Initial Pool Balance, is
represented by a note which is one of two notes issued by the related borrower,
each secured by a first lien on the related Mortgaged Property. The two notes
together totaling $350,000,000 are referred to herein as the "1211 Avenue of the
Americas Whole Loan." The note which is an asset of the Trust Fund is referred
to herein as the "1211 Avenue of the Americas Trust Fund Note." The note in
which the Trust Fund owns no interest is referred to herein as the "1211 Avenue
of the Americas Other Note." The 1211 Avenue of the Americas Other Note is
divided into five components, four of which totaling $158,700,000 are
subordinate to the 1211 Avenue of the Americas Trust Fund Note and one of which
equaling $141,300,000 ranks pari passu with the 1211 Avenue of the Americas
Trust Fund Note. The 1211 Avenue of the Americas Other Note has been deposited
in a securitization sponsored by the Depositor known as Commercial Mortgage
Pass-Through Certificates, Series 2000-1211 (the "2000-1211 Securitization").
The securities backed by the component notes issued under the 2000-1211
Securitization received ratings ranging from "AAA" to "BBB" from Fitch and
Moody's, and the class A securities, backed by component note A, which is pari
passu with the 1211 Avenue of the Americas Trust Fund Note, received ratings of
"AAA" and "Aaa" from Fitch and Moody's, respectively. For additional important
information relating to the 1211 Avenue of the Americas Loan, including the
ownership of the 1211 Avenue of the Americas Other Note and the servicing of the
1211 Avenue of the Americas Loan, see "--Significant Mortgage Loans--The 1211
Avenue of the Americas Loan" and "The Pooling and Servicing Agreement--Servicing
of the Mortgage Loans; Collection of Payments" in this Prospectus Supplement.
The L'Enfant Mortgage Loan (the "L'Enfant Loan"), which represents 3.3%
of the Initial Pool Balance, is represented by a note which is one of three
notes issued by the related borrower, each secured by a first lien on the
related Mortgaged Property. The three notes together are referred to herein as
the "L'Enfant Whole Loan." The note which is an asset of the Trust Fund is
referred to herein as the "L'Enfant Trust Fund Note." The two notes in which the
Trust Fund owns no interest are referred to herein as the "L'Enfant Other
Notes." One of the L'Enfant Other Notes has been deposited in a securitization
sponsored by the Depositor known as Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-C2
(the "CSFB 1998-C2 Securitization"). The other L'Enfant Other Note has been
deposited in a securitization sponsored by the Depositor known as Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1999-C1. For additional important information relating to
the L'Enfant Whole Loan, including the servicing
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of the L'Enfant Loan, see "--Significant Mortgage Loans--The L'Enfant Loan" and
"The Pooling and Servicing Agreement--Servicing of the Mortgage Loans;
Collection of Payments" in this Prospectus Supplement.
The Crystal Pavilion/Petry Building Mortgage Loan (the "Crystal
Pavilion/Petry Building Loan"), which represents 3.6% of the Initial Pool
Balance, is represented by a note which is one of four pari passu notes issued
by the related borrower, each secured by a first lien on the related Mortgaged
Property. The four notes together are referred to herein as the "Crystal
Pavilion/Petry Building Whole Loan." The note which is an asset of the Trust
Fund is referred to herein as the "Crystal Pavilion/Petry Building Note A." The
Trustee will be party to an intercreditor agreement with the holder of the
remaining Crystal Pavilion/Petry Building Notes in which the Trustee will be
named as lead lender. Pursuant to such intercreditor agreement, CapMark
Services, L.P., as servicer, will make all servicing decisions with respect to
the Crystal Pavilion/Petry Building Loan and Lennar Partners, Inc., as special
servicer, will specially service the Crystal Pavilion/Petry Building in the
event it becomes a Specially Serviced Mortgage Loan, in each case with a view
toward maximizing recovery to the holders of the Crystal Pavilion/Petry Building
notes as a collective whole. For additional important information relating to
the Crystal Pavilion/Petry Building Whole Loan, see "--Significant Mortgage
Loans--The Crystal Pavilion/Petry Building Loan" in this Prospectus Supplement.
Unless otherwise specified, references in this Prospectus Supplement to
the 1211 Avenue of the Americas Loan, the L'Enfant Loan and the Crystal
Pavilion/Petry Building Loan (as well as general references to the Mortgage
Loans insofar as such references describe the 1211 Avenue of the Americas Loan,
the L'Enfant Loan or the Crystal Pavilion/Petry Building Loan) refer only to the
portion of the Whole Loan and the related Trust Fund Note deposited in this
Trust Fund. Proceeds and losses will be applied between the Trust Fund Note and
the related Other Note as described herein under "--Significant Mortgage
Loans--The 1211 Avenue of the Americas Loan," "--The L'Enfant Loan" and "--The
Crystal Pavilion/Petry Building Loan."
SIGNIFICANT MORTGAGE LOANS
Set forth below is a description of certain of the significant Mortgage
Loans and the related Mortgaged Property or Mortgaged Properties.
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THE SELIG LOANS
-------------------------------------------------------------------------------
----------------------------------------------------------------
Loan Information
----------------------------------------------------------------
PRINCIPAL BALANCE(1): ORIGINAL CUT-OFF DATE
---------------- -------------
$ 62,850,000 $62,411,711
ORIGINATION DATE: April 27, 1999
INTEREST RATE: 7.99%
AMORTIZATION: 360 months
ARD: May 11, 2009
ARD BALANCE: $56,443,363
HYPERAMORTIZATION: After the ARD, the interest rate
increases by 2.00% to 9.99% and all
excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest is deferred
until the principal balance is zero
MATURITY DATE: May 11, 2029
BORROWER (SPECIAL Selig Real Estate Holdings Eleven, L.L.C., and
PURPOSE ENTITY): Selig Real Estate Holdings Sixteen, L.L.C., single asset
entities the boards of both of which contain an
independent director; a non-consolidation opinion was
obtained in connection with origination
CALL PROTECTION: Two-year prepayment lockout from the
date of securitization with U.S.
Treasury defeasance thereafter until
two months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT(1):$125
UP-FRONT RESERVES(1): Cap Ex: $19,250
TI & LC: $350,000
ONGOING RESERVES(1): CapEx(2): Yes
TI & LC(2): Yes
Real Estate Taxes &
Insurance Reserve(3): Yes
LOCKBOX: Hard
MEZZANINE: Yes
----------------------------------------------------------------
----------------------------------------------------------------
Property Information
----------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 2
Assets
PROPERTY TYPE: Office
LOCATION: Seattle, WA
YEAR BUILT/RENOVATED: 190 Queen Anne Bldg. 1974/1985
1000 Second Ave. 1986
OCCUPANCY (4): 190 Queen Anne Bldg. 99%
1000 Second Ave. 98%
THE COLLATERAL: One 40-story office building and one
5-story office building
FEE OR LEASEHOLD: Fee
1000 2ND AVE LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
U.S. Customs 52,604 12.6% 3/31/01
Immune Corporation 33,130 8.0% 12/31/03
Washington Mutual 15,367 3.7% 7/31/00
190 QUEEN ANNE LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
The Dial 33,844 41.2% 4/26/05
Seattle Super Sonics 19,045 23.2% 7/31/00(5)
KSR Radio 14,217 17.3% 7/31/00(5)
SQUARE FOOTAGE(1): 498,875
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING
INCOME(1): $7,773,385
UNDERWRITTEN NET CASH
FLOW(1): $8,249,516
APPRAISED VALUE(1): $95,800,000
CUT-OFF DATE LTV(1): 65.2%
ARD LTV(1): 58.9%
DSCR(1): 1.49
----------------------------------------------------------------
(1) For the Selig Loans in the aggregate.
(2) The Selig Borrowers are required to escrow $55,833.33 on a monthly basis
($1.34/SF annually) into a tenant improvement and leasing commission
reserve and $8,143.00 on a monthly basis ($0.20/SF annually) into a CapEx
reserve.
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<PAGE>
(3) The Selig Borrowers are required to make monthly payments into a tax and
insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof.
(4) Occupancy is based on the June 2, 2000 rent rolls for 1000 2nd Avenue and
the May 8, 2000 rent roll for 190 Queen Anne.
(5) The Selig Borrower has pre-leased the space with respect to this property
pursuant to signed leases with third parties at rent above the current
rent.
The Selig Loans
The Loans. The largest loan concentration (the "Selig Loans") was
originated by the CSFB Mortgage Loan Seller on April 27, 1999. The Selig Loans
are evidenced by two cross-collateralized and cross-defaulted notes secured by
Mortgages encumbering the fee interests in two office buildings (each, a "Selig
Property" and collectively, the "Selig Properties") located in Seattle,
Washington.
The Borrowers. The Selig Loans were made to two borrowers
(collectively, the "Selig Borrowers"), each of which is a Washington limited
liability company. The principal of the Selig Borrower is Martin Selig (the
"Selig Principal"). The Selig Principal is the founder and sole proprietor of
Martin Selig Real Estate, one of the largest commercial real estate developers
in the Pacific Northwest.
Certain additional information on the Selig Loans and the Selig
Properties is set forth on Annex A hereto.
The Properties. The Selig Properties consist of two buildings located
in Seattle, Washington. The 1000 Second Avenue Building is an office building
and has a net rentable area of approximately 416,710 square feet. The 190 Queen
Anne Building is an office building and has a net rentable area of approximately
82,165 square feet.
Property Management. The Selig Properties are managed by Martin Selig
Real Estate (the "Selig Manager"), an affiliate of the Selig Borrowers, pursuant
to a management agreement. The management agreement provides for the payment to
the Selig Manager of management fees of 3% of gross revenues, which are
subordinated to payments under the Selig Loans. The Selig Manager may be
terminated (i) upon an event of default under the Selig Loans or the Selig
Mezzanine Loan (as defined below) or (ii) in the event of a default by the Selig
Manager under the management agreement. In the event the Trustee terminates the
Selig Manager, it is required to select a replacement manager from a list agreed
upon by the Selig Mezzanine Lender (as defined below).
Mezzanine Loan. Selig Real Estate Holdings Twelve, L.L.C., the regular
member of each of the Selig Borrowers and certain affiliates of the Selig
Principal, are the borrowers (collectively, the "Selig Mezzanine Borrower")
under a mezzanine loan with an aggregate principal balance as of the Cut-off
Date of $15,705,156 (the "Selig Mezzanine Loan"), made by Starwood Financial
Trust, a Maryland real estate investment trust (the "Selig Mezzanine Lender"),
on April 27, 1999. The Selig Mezzanine Loan is secured by a pledge of the
regular membership interests in each of the Selig Borrowers and by the equity of
certain other special purpose real estate borrowers (the "Other Equity
Collateral"). As of the Cut-off Date, the aggregate LTV of the Selig Loan and
the Selig Mezzanine Loan (allocating a portion of the Selig Mezzanine Loan based
upon the respective appraised values of the Selig Properties and the Other
Equity Collateral) was 74%. The Selig Mezzanine Lender has agreed not to
transfer its interest in the Selig Mezzanine Loan to any entity other than
certain permitted institutional transferees unless each Rating Agency confirms
that such transfer would not cause a withdrawal, qualification or downgrade of
its then current ratings on the Certificates. The Selig Mezzanine Loan matures
on April 27, 2004 and bears interest at a per annum rate equal to 15%. The Selig
Mezzanine Loan fully amortizes by its maturity date.
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-------------------------------------------------------------------------------
1211 AVENUE OF THE AMERICAS LOAN
-------------------------------------------------------------------------------
----------------------------------------------------------------
Loan Information
----------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
--------------- -------------
$50,000,000 $50,000,000
ORIGINATION DATE: April 5, 2000
INTEREST RATE: 7.75%
AMORTIZATION: 300 months (after 5 years of interest
only)
ARD: April 9, 2010
ARD BALANCE: $42,687,901
HYPERAMORTIZATION: After the ARD, the interest rate
increases by 2.00% to 9.75% and a pro
rata portion of all excess cash flow
is used to reduce the outstanding
principal balance; the additional 2%
interest is deferred until the
principal balance is zero
MATURITY DATE: April 9, 2030
BORROWER (SPECIAL JT 1211, L.P., general partner of which is a special
PURPOSE ENTITY): purpose entity, the board of which contains two
independent directors; a non-consolidation opinion was
obtained in connection with origination
CALL PROTECTION: Two-year prepayment lockout from the
date of securitization with U.S.
Treasury defeasance thereafter until
six months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE $104
FOOT(3):
UP-FRONT RESERVES(4): CapEx: $142,750
TI & LC: $5,824,949
Free Rent Escrow Fund: $10,684,008
ONGOING RESERVES(4): CapEx(1): Yes
TI & LC(1): Yes
Real Estate Taxes &
Insurance Reserve(2): Yes
LOCKBOX: Hard
MEZZANINE: No
----------------------------------------------------------------
----------------------------------------------------------------
Property Information
----------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
LOCATION: New York, NY
YEAR BUILT/RENOVATED: 1973/1995
OCCUPANCY(5): 100%
THE COLLATERAL: 44-story office building
FEE OR LEASEHOLD: Fee
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
-------------- ---- -------- ----------
News Corp 652,874 35.5% 11/01/15
Chase Manhattan 471,675 25.6% 3/31/10
CIT 180,830 9.8% 12/31/08
SQUARE FOOTAGE(4): 1,839,384
PROPERTY MANAGEMENT: Rockefeller Group Management
(day-to-day management)
Kennedy-Wilson (leasing management)
1999 NET OPERATING
INCOME(4): $40,260,000
UNDERWRITTEN NET CASH
FLOW(4): $48,319,000
APPRAISED VALUE(4): $695,000,000
CUT-OFF DATE LTV(3): 27.5%
ARD LTV(3): 25.3%
DSCR(3): 2.79
----------------------------------------------------------------
(1) The 1211 Avenue of the Americas Borrower is required to escrow $61,541.67
on a monthly basis ($0.40/SF annually) into a CapEx reserve.
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<PAGE>
(2) The 1211 Avenue of the Americas borrower is required to make monthly
payments into a tax and insurance escrow fund in an amount sufficient to
accumulate funds needed to pay (i) all taxes prior to their respective due
dates and (ii) insurance premiums prior to the expiration thereof.
(3) Calculated based upon the 1211 Avenue of the Americas Loan plus the 1211
Avenue of the Americas Component A.
(4) Calculated based upon the 1211 Avenue of the Americas Whole Loan.
(5) Occupancy is based on the April 1, 2000 rent roll.
THE 1211 AVENUE OF THE AMERICAS LOAN
The Loan. The second largest loan concentration (the "1211 Avenue of
the Americas Loan") was originated by the CSFB Mortgage Loan Seller on April 5,
2000. The 1211 Avenue of the Americas Loan is evidenced by a note (the "1211
Avenue of the Americas Trust Fund Note") which is secured by a first priority
lien encumbering the fee interests in an office building and related property
located at 1211 Avenue of the Americas in New York, New York (the "1211 Avenue
of the Americas Property"). The 1211 Avenue of the Americas Property also
secures another note (the "1211 Avenue of the Americas Other Note") that was
originated at the same time as the 1211 Avenue of the Americas Loan. The 1211
Avenue of the Americas Other Note will not be property of the trust fund and is
divided into five components, four of which (the "1211 Avenue of the Americas
Subordinate Components") are subordinate to the 1211 Avenue of the Americas
Trust Fund Note and one of which (the "1211 Avenue of the Americas A Component"
) ranks pari passu with the 1211 Avenue of the Americas Trust Fund Note. The
1211 Avenue of the Americas A Component has a principal balance of $141,300,000
as of the Cut-off Date and the 1211 Avenue of the Americas Subordinate
Components have an aggregate principal balance of $158,700,000 as of the Cut-Off
Date.
The Borrower. The 1211 Avenue of the Americas Loan was made to JT 1211,
L.P. (the "1211 Avenue of the Americas Borrower"), a Georgia limited
partnership.
Certain additional information on the 1211 Avenue of the Americas Loan
and the 1211 Avenue of the Americas Property is set forth on Annex A hereto.
The Property. 1211 Avenue of the Americas Property is a Class A
44-story office building located in midtown Manhattan containing approximately
1,839,384 rentable square feet, which is comprised of approximately 1,801,495
square feet of office space and approximately 37,889 square feet of retail and
other non-office space. The 1211 Avenue of the Americas Property was built in
1973 in midtown Manhattan as the headquarters of Celanese A.G., a multinational
chemical company, and was purchased on April 5, 2000 by the borrower for a
purchase price of approximately $558.3 million.
As part of the Rockefeller Center complex, the 1211 Avenue of the
Americas Property is an internationally recognized address for major
corporations, including The Chase Manhattan Bank ("Chase"), News America
Incorporated ("News America"), CIT Group, Inc. and Westdeutsche Landesbank
Girozentrale. As of April 1, 2000, the 1211 Avenue of the Americas Property was
approximately 99.5% leased by 30 tenants, with approximately 78.3% of the net
rentable square feet and 78.2% of annualized base rent of the 1211 Avenue of the
Americas Property leased by tenants who maintain an investment grade rating from
Moody's Investor Services and S&P. The largest tenant in the building, News
Corp., leases 35.5% of the net rentable square feet at the 1211 Avenue of the
Americas Property and contributes 26.5% of annualized base rent. The second
largest tenant in the building, Chase, leases 25.6% of the net rentable square
feet at the 1211 Avenue of the Americas Property and contributes 27.4% of
annualized base rent.
Property Management. The 1211 Avenue of the Americas Property is
managed by Rockefeller Group Development Corporation pursuant to a management
agreement. The management agreement generally provides for a management fee of
0.5% of gross revenues, which are subordinated to payments under the 1211 Avenue
of the Americas Loan.
Additional Indebtedness. The 1211 Avenue of the Americas Other Note is
secured by the 1211 Avenue of the Americas Property and the 1211 Avenue of the
Americas A Component ranks pari passu with the 1211 Avenue of the Americas Trust
Fund Note. See "--The Loan" above. An intercreditor agreement between the holder
of the 1211 Avenue of the Americas Trust Fund Note and the holder of the 1211
Avenue of the Americas Other Note sets
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<PAGE>
forth the rights of each note holder. The intercreditor agreement provides that
the 1211 Avenue of the Americas Trust Fund Note will be primarily serviced or
special serviced by the servicer or special servicer, if applicable, of the
2000-1211 Securitization. The trust fund will not be permitted to terminate the
2000-1211 Securitization servicer or special servicer (provided that it may
exercise certain voting rights allocated to it). Pursuant to the intercreditor
agreement and the trust and servicing agreement, all rights of the mortgagee
under the 1211 Avenue of the Americas Trust Fund Note and the 1211 Avenue of the
Americas Other Note will be exercised by the servicer, or special servicer, of
the 2000-1211 Securitization, on behalf of the trust fund.
The trust and servicing agreement for the 2000-1211 Securitization
provides that expenses, losses and shortfalls will be allocated first to the
1211 Avenue of the Americas Subordinate Components, prior to any such expenses,
losses and shortfalls being allocable pro rata to the 1211 Avenue of the
Americas A Component and the 1211 Avenue of the Americas Trust Fund Note. The
1211 Avenue of the Americas Subordinate Components total $158,700,000.
S-56
<PAGE>
------------------------------------------------------------------------------
IPC RETAIL PORTFOLIO/NORMANDIE VILLAGE LOAN
------------------------------------------------------------------------------
----------------------------------------------------------------
Loan Information
----------------------------------------------------------------
PRINCIPAL BALANCE(1): ORIGINAL CUT-OFF DATE
------------ -------------
$49,081,603 $48,165,130
ORIGINATION DATE: May 19, 1998 and September 1, 1998
INTEREST RATE: IPC Retail: 7.25%
Normandie Village Note A: 6.66%
Normandie Village Note B: 6.66 %
AMORTIZATION: IPC Retail: 360 months
Normandie Village Note A: 357 months
Normandie Village Note B: 357 months
ARD: June 11, 2008
ARD BALANCE: $43,023,558
HYPERAMORTIZATION: After the ARD, the interest rate
increases by 2.00% to 9.25% and 8.66%
and all excess cash flow is used to
reduce the outstanding principal
balances; the additional 2% interest
is deferred until the principal
balance is zero
MATURITY DATE: June 11, 2028
BORROWER (SPECIAL IPC Retail Properties, LLC, and
PURPOSE ENTITY): Normandie Village Associates, L.P.,
managing member of a managing member
of each of which is a special purpose
entity, the board of which contains an
independent director;
non-consolidation opinions were
obtained in connection with origination
CALL PROTECTION: Two-year prepayment lockout from the
date of securitization with U.S.
Treasury defeasance thereafter until
six months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT: $63
UP-FRONT RESERVES(1):: CapEx(4): $687,130
ONGOING RESERVES(1): CapEx(2): Yes
TI & LC(2): Yes
Real Estate Taxes &
Insurance Reserve(3): Yes
LOCKBOX: Hard
PARTIAL DEFEASANCE: Yes; Release Price of 125% of Property
Release Amount
MEZZANINE: No
----------------------------------------------------------------
----------------------------------------------------------------
Property Information
----------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 5 Assets
PROPERTY TYPE: Retail
LOCATION: Walpole, MA/Louisville, KY/Wichita, KS
PROPERTY YEAR BUILT/RENOVATED OCCUPANCY(5)
-------- -------------------- ------------
Walpole Mall 1972/1998 97.0%
Comotara 1998 100.0%
Brittany 1984 89.0%
Hurstbourne Forum 1986/1998 88.0%
Normandie Village 1968/1998 96.0%
THE COLLATERAL: Five retail properties
FEE OR LEASEHOLD: Fee
WALPOLE MALL LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- -----------
Bradlees 102,445 36.3% 10/30/04
Office Max 28,427 10.1% 1/31/10
Barnes & Noble 27,831 9.9% 9/30/13
COMOTARA LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- -----------
Olive Tree 20,000 36.0% 7/31/06
Prairie View 7,615 13.7% 12/31/01
Old English Pine 6,253 11.3% 3/31/01
BRITTANY LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- -----------
Hobby Lobby 40,218 19.9% 10/31/03
American Drug 25,535 12.6% 5/25/05
Triathlon Broadcasting 13,920 6.9% 3/5/05
HURSTBOURNE FORUM LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- -----------
Cherry House 27,776 20.4% 1/31/08
Contemporary Galleries 18,917 13.9% 4/30/05
Jos. A Banks 8,084 5.9% 1/31/04
NORMANDIE VILLAGE LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- -----------
Star Lumber 27,104 29.7% 2/28/08
Gessler Drug 10,778 11.8% 6/30/03
Whole Foods 4,230 4.6% 11/30/04
SQUARE FOOTAGE(1): 766,467
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING
INCOME(1): $6,416,893
UNDERWRITTEN NET CASH
FLOW(1): $5,324,330
APPRAISED VALUE(1): $64,600,000
CUT-OFF DATE LTV(1): 74.6%
ARD LTV(1): 66.6%
DSCR(1): 1.33
----------------------------------------------------------------
S-57
<PAGE>
(1) For the IPC Retail Portfolio/Normandie Village Properties in the
aggregate.
(2) The IPC Retail Portfolio/Normandie Borrower is required to escrow
$25,484 on a monthly basis ($0.40/SF annually) into a tenant
improvement and leasing commission reserve and $10,223 on a monthly
basis ($0.16/SF annually) into a CapEx reserve (an additional amount up
to $6,738 per month is required to be deposited from any excess
cashflow (net of debt service and other required reserves) into an
additional CapEx reserve).
(3) The IPC Retail Portfolio/Normandie Village Borrower is required to make
monthly payments into a tax and insurance escrow fund in an amount
sufficient to accumulate funds needed to pay (i) all taxes prior to
their respective due dates and (ii) insurance premiums prior to the
expiration thereof pay all taxes and insurance premiums 30 days before
they become due.
(4) To be applied to fund renovations at the Hurstbourne Forum Property, as
approved by the Lender.
(5) Occupancy is based on the February 1, 2000 rent roll.
THE IPC RETAIL PORTFOLIO/NORMANDIE VILLAGE LOAN
The Loan. The third largest loan concentration in the Trust Fund (the
"IPC Retail Portfolio/Normandie Village Loan") consists of two loans that were
originated by the CSFB Mortgage Loan Seller on May 19, 1998 and September 1,
1998. The IPC Retail Portfolio/Normandie Village Loan consists of two loans: a
loan to IPC Retail Properties LLC, in the original principal amount of
$43,227,427 (the "IPC Retail Portfolio Loan"); and a loan to Normandie Villages
Associates, L.P., and IPC Retail Properties LLC in the original principal amount
of $5,854,176 (the "Normandie Village Loan"). The Normandie Village Loan is
evidenced by two notes: a $3,854,176 promissory note ("Normandie Village Note
A"); and a $2,000,000 promissory note ("Normandie Village Note B"). The IPC
Retail Portfolio/Normandie Village Loan is secured by first mortgages
encumbering five shopping centers located in Kansas, Kentucky and Massachusetts
(collectively, the "IPC Retail Portfolio/Normandie Village Properties"). Both
Normandie Village Note A and Normandie Village Note B are secured by a first
mortgage on the Normandie Village property. Normandie Village Note A is also
secured by the mortgages on the four other IPC Retail Portfolio Properties.
Normandie Village Note B is not cross-collateralized by the IPC Retail Portfolio
properties. Normandie Village Associates, L.P. has guaranteed the IPC Retail
Portfolio Loan and has given a second mortgage to secure the guaranty. As a
result, the IPC Retail Portfolio Loan and the Normandie Village Loan, other than
the portion evidenced by the Normandie Village Note B, are cross-collateralized
and cross-defaulted. The IPC Retail Portfolio Loan has a principal balance as of
the Cut-off Date of $42,422,785, Normandie Village Note A has a principal
balance as of the Cut-off Date of $3,780,577 and Normandie Village Note B has a
principal balance as of the Cut-off Date of $1,961,808.
The Borrower. The IPC Retail Portfolio Loan and the Normandie Village
Loan were made to IPC Retail Properties LLC, a Delaware limited liability
company, and Normandie Village Associates, L.P., a Kansas limited partnership,
respectively (collectively referred to as the "IPC Retail Portfolio/Normandie
Borrower"). The principal of the IPC Retail Portfolio/Normandie Borrower is Paul
Reichmann, formerly a principal of Olympia & York Developments Ltd. ("Olympia &
York"). Olympia & York developed real estate projects in Toronto, Canada; the
United States; Mexico City, Mexico; and London, England; including 40 office
towers and the World Financial Center in New York City, Canary Wharf in London
and 1st Canadian Place in Toronto. In 1992, Olympia & York became subject to a
bankruptcy proceeding.
Certain additional information on the IPC Retail Portfolio/Normandie
Village Loan is set forth on Annex A hereto.
The Properties. The IPC Retail Portfolio/Normandie Village Properties
consist of five shopping centers. The Walpole Mall consists of a single-level
enclosed shopping center located in Walpole, Massachusetts, which was
constructed in 1972 and renovated in 1998, and has a net rentable area of
approximately 281,999 square feet. The Comotara Retail Center consists of three
single-level buildings located in Wichita, Kansas, which were constructed in
1988, and have a net rentable area of approximately 55,488 square feet. The
Brittany Shopping Center consists of three single-level buildings located in
Wichita, Kansas, which were constructed in 1984, and have a net rentable area of
approximately 201,754 square feet. The Hurstbourne Forum Shopping Center
consists of a single-level enclosed shopping center located in Louisville,
Kentucky, which was constructed in 1986, and has a net rentable area
S-58
<PAGE>
of approximately 135,920 square feet. The Normandie Village Shopping Center
consists of three one- and two-story unenclosed retail properties located in
Wichita, Kansas, which were constructed between 1960 and 1968 and were renovated
in 1997 and 1998, and have a net rentable area of approximately 91,306 square
feet.
Property Management. The IPC Retail Portfolio and Normandie Property is
managed by IPC (U.S.) Management, Inc. (the "IPC Retail Portfolio/Normandie
Village Manager"), an affiliate of the IPC Retail Portfolio Borrower, pursuant
to a management agreement (the "IPC Retail Portfolio/Normandie Management
Agreement") which provides for a management fee of 4% of gross revenues, which
is subordinated to payments under the IPC Retail Portfolio/Normandie Village
Loan. The IPC Retail Portfolio/Normandie Villager Manager may be terminated: (i)
upon the occurrence of any default under the IPC Retail Portfolio/Normandie
Village Loan; (ii) in the event the DSCR for the IPC Retail Portfolio/Normandie
Village Loan shall be less than 1.05; or (iii) upon the occurrence of any
default under the IPC Retail Portfolio/Normandie Village Management Agreement.
S-59
<PAGE>
------------------------------------------------------------------------------
HASTINGS VILLAGE SHOPPING CENTER LOAN
------------------------------------------------------------------------------
----------------------------------------------------------------
Loan Information
----------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
----------- -------------
$44,000,000 $44,000,000
ORIGINATION DATE: March 31, 2000
INTEREST RATE: 8.13%
AMORTIZATION: 360 months
ARD: April 11, 2010
ARD BALANCE: $40,110,523
HYPERAMORTIZATION: After the ARD, the interest rate
increases by 2.00% to 10.13% and all
excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest is deferred
until the principal balance is zero
MATURITY DATE: April 11, 2031
BORROWER (SPECIAL
PURPOSE ENTITY): Hastings Village Investment Company
L.P., general partner of which is a
special purpose entity, the board of
which contains an independent
director; a non-consolidation opinion
was obtained in connection with the
origination
CALL PROTECTION: Two-year prepayment lockout from the
date of securitization with U.S.
Treasury defeasance thereafter until
three months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT: $142
UP-FRONT RESERVES: CapEx: $33,125
ONGOING RESERVES: CapEx(2): Yes
TI & LC(2): Yes
Real Estate Taxes
& Insurance
Reserve(1): Yes
Ground Lease: Yes
LOCKBOX: Hard
MEZZANINE: No
----------------------------------------------------------------
----------------------------------------------------------------
Property Information
----------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Retail
LOCATION: Pasadena, CA
YEAR BUILT/RENOVATED: 1998
OCCUPANCY(3): 98%
THE COLLATERAL: 16-building anchored retail center
FEE OR LEASEHOLD: Fee and Leasehold
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
Best Buy 46,525 15.0% 9/30/13
Sears Homelife 42,625 13.8 12/3/09
Chick's Sporting Goods 42,576 13.8 11/5/18
SQUARE FOOTAGE: 309,486
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING
INCOME: $3,979,493
UNDERWRITTEN NET CASH
FLOW: $4,741,440
APPRAISED VALUE: $56,000,000
CUT-OFF DATE LTV: 78.6%
ARD LTV: 71.6%
DSCR: 1.21
----------------------------------------------------------------
(1) The Hastings Village Shopping Center Borrower is required to make
monthly payments into a tax and insurance escrow fund in an amount
sufficient to accumulate funds needed to pay (i) all taxes prior to
their respective due date and (ii) insurance premiums prior to the
expiration thereof.
(2) The Hastings Village Shopping Center Borrower is required to escrow
$5,603.50 on a monthly basis ($0.22/SF annually) into a tenant
improvement and leasing commission reserve, $3,862.50 on a monthly
basis ($0.15/SF annually) into a CapEx reserve and $4,560.00 on a
monthly basis into a Ground Lease Escrow Fund.
(3) Occupancy is based on the March 1, 2000 rent roll.
S-60
<PAGE>
THE HASTINGS VILLAGE SHOPPING CENTER LOAN
The Loan. The fourth largest loan concentration (the "Hastings Village
Shopping Center Loan") was originated by the CSFB Mortgage Loan Seller on March
31, 2000. The Hastings Village Shopping Center Loan is secured by a first
priority lien encumbering a fee and leasehold interest in certain land located
in Pasadena, California (the "Hastings Village Shopping Center Property").
The Borrower. The Hastings Village Shopping Center Loan was made to
Hastings Village Investment Company, L.P. (the "Hastings Village Shopping Center
Borrower"), a California limited partnership. The principals of the Hastings
Village Shopping Center Borrower are Jacob Wintner and Ira Smedra (collectively,
the "Hastings Village Shopping Center Principal"). The Hastings Village Shopping
Center Principal and its affiliates have developed over 25 retail, multifamily
and office properties in and around the city of Los Angeles, California.
Certain additional information regarding the Hastings Village Shopping
Center Loan and the Hastings Village Shopping Center Property is set forth on
Annex A hereto.
The Property. The Hastings Village Shopping Center Property consists of
16 one-story buildings located at 3333-3699 East Foothill Boulevard in Pasadena,
California. The shopping center, which was constructed in 1998 has a net
rentable area of approximately 309,486 square feet. Property Management. The
Hastings Village Shopping Center Property is managed by The Arba Group, Inc., a
California corporation (the "Hastings Village Shopping Center Manager"), an
affiliate of the Hastings Village Shopping Center Borrower, pursuant to a
management agreement. The management agreement generally provides for the
payment to the Hastings Village Shopping Center Manager of management fees of
3.5% of gross revenues. The Hastings Village Shopping Center Manager may be
terminated (i) upon an event of default under the Hastings Village Shopping
Center Loan, (ii) if the DSCR for the Hastings Village Shopping Center Loan
falls below 1.05 computed once every quarter on a trailing 12 month basis, or
(iii) in the event of a default by the Hastings Village Shopping Center Manager
under the management agreement.
S-61
<PAGE>
------------------------------------------------------------------------------
CRYSTAL PAVILION/PETRY BUILDING LOAN
------------------------------------------------------------------------------
----------------------------------------------------------------
Loan Information
----------------------------------------------------------------
PRINCIPAL BALANCE(1): ORIGINAL CUT-OFF DATE
----------- -------------
$40,000,000 $39,892,258
ORIGINATION DATE: June 15, 1998
INTEREST RATE: 7.325%
AMORTIZATION: 348 months
ARD: July 15, 2008
ARD BALANCE(1): $35,256,327
HYPERAMORTIZATION: After the ARD, the interest rate
increases by 2.00% to 9.325% and a pro
rata portion of all excess cash flow
is used to reduce the outstanding
principal balance; the additional 2%
interest is deferred until the
principal balance is zero
MATURITY DATE: July 11, 2028
BORROWER (SPECIAL Madison Third Building Companies LLC, the managing
PURPOSE ENTITY): member of which is a special purpose entity, the board
of which contains an independent director; a non-
consolidation opinion was obtained in connection with
origination
CALL PROTECTION: Two-year prepayment lockout from the
date of securitization with U.S.
Treasury defeasance thereafter until
two months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT: $137(6)
UP-FRONT RESERVES(6): CapEx: $135,063
Environmental: $7,500
ONGOING RESERVES(6): CapEx(3): Yes
TI & LC(3): Yes
Real Estate Taxes
& Insurance
Reserve(4): Yes
LOCKBOX: Hard
PARTIAL DEFEASANCE: Yes; Release Price of 125% of Property
Release Amount
MEZZANINE: Yes
----------------------------------------------------------------
----------------------------------------------------------------
Property Information
----------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 2 Assets
PROPERTY TYPE: Office
LOCATION: New York, NY
YEAR BUILT/RENOVATED: Crystal Pavilion 1983/1995
Petry Building 1959/1986
OCCUPANCY(5): Crystal Pavilion 99%
Petry Building 96%
THE COLLATERAL: Two office buildings
FEE OR LEASEHOLD: Fee
CRYSTAL PAVILION: LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------------ ---- -------- ----------
Bozell Inc. 235,021 39.6% 6/30/07
Baker & MacKenzie 77,701 13.0% 6/30/08
Andrews & Kurth, LLP 23,500 4.0% 7/31/03
PETRY BUILDING: LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------------ ---- -------- ----------
Petry T.V. 88,011 31.1% 12/31/15
The Gap Inc. 65,896 23.3% 12/31/06
Square Alphen 61,200 21.6% 6/30/08
SQUARE FOOTAGE(6): 876,625
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING
INCOME(6): $16,139,617
UNDERWRITTEN NET CASH
FLOW(6): $15,079,621
APPRAISED VALUE(6): $218,000,000
CUT-OFF DATE LTV(6): 54.9%
ARD LTV(6) (7): 49%
DSCR(6) (7): 1.48
----------------------------------------------------------------
(1) For the Crystal Pavilion/Petry Building Note A only.
(2) Existing notes in the aggregate original principal amount of
$120,000,000 were consolidated on June 2, 1998. The consolidated note
was split into the Crystal Pavilion/Petry Building Note A, Crystal
Pavilion/Petry Building Note B Crystal Pavilion/Petry Building Note C
and Crystal Pavilion/Petry Building Note D as of April 11, 2000.
S-62
<PAGE>
(3) The Crystal Pavilion/Petry Building Borrower is required to escrow
$193,741.09 on a monthly basis ($2.65/SF annually) into a tenant
improvement and leasing commission reserve and $14,587.27 on a monthly
basis ($0.20/SF annually) into a CapEx reserve.
(4) The Crystal Pavilion/Petry Building Borrower is required to make monthly
payments into a tax and insurance escrow fund in an amount sufficient to
accumulate funds needed to pay (i) all taxes prior to their respective due
dates and (ii) insurance premiums prior to the expiration thereof.
(5) Occupancy is based on the May 1, 2000 rent roll.
(6) Aggregate of Crystal Pavilion and Petry Building.
(7) Calculated based on the entire Crystal Pavilion/Petry Building Whole Loan.
THE CRYSTAL PAVILION/PETRY BUILDING LOAN
The Loan. The fifth largest loan concentration (the "Crystal
Pavilion/Petry Building Loan") was originated by the CSFB Mortgage Loan Seller
on June 15, 1998. The Crystal Pavilion/Petry Building Loan is evidenced by a
note (the "Crystal Pavilion/Petry Building Note A"), which is one of four notes
issued by the Crystal Pavilion/Petry Building Borrower and secured by the
Crystal Pavilion/Petry Building Properties. The other notes (the "Crystal
Pavilion/Petry Building Other Notes") are not included in the Trust Fund and
will initially be retained by the CSFB Mortgage Loan Seller or an affiliate. The
Crystal Pavilion/Petry Building Note A and the Crystal Pavilion/Petry Building
Other Notes are collectively referred to herein as the "Crystal Pavilion/Petry
Building Whole Loan." The Crystal Pavilion/Petry Building Other Notes have an
aggregate principal balance as of the Cut-off Date of $79,784,516.
All amounts received in respect to the Crystal Pavilion/Petry Building
Whole Loan will be paid pro rata to the holders of the Crystal Pavilion/Petry
Building Note A and the Crystal Pavilion/Petry Building Other Notes. The Crystal
Pavilion/Petry Building Whole Loan will be serviced by the Pool I Servicer in
accordance with the provisions of the Pooling and Servicing Agreement.
The Crystal Pavilion/Petry Building Whole Loan is secured by a first
priority lien encumbering two office buildings located in New York, New York
(the "Crystal Pavilion/Petry Building Property").
The Borrower. The Crystal Pavilion/Petry Building Loan was made to
Madison Third Building Companies LLC (the "Crystal Pavilion/Petry Building
Borrower"), a New York limited liability company. The principals of the Crystal
Pavilion/Petry Building Borrower are Charles Stephen Cohen and Sherman Cohen
(collectively, the "Crystal Pavilion/Petry Building Principals"). The Crystal
Pavilion/Petry Building Principals are also the principals of Cohen Brothers
Real Estate, a large office developer and owner in New York City.
Certain additional information regarding the Crystal Pavilion/Petry
Building Loan and the Crystal Pavilion/Petry Building Property is set forth on
Annex A hereto.
The Property. The Crystal Pavilion/Petry Building Property consists of
two office buildings, a 31-story office building located at 805 Third Avenue,
New York, New York which was constructed in 1983 and renovated in 1995 (the
"Crystal Pavilion") and a 19-story office building located at 3 East 54th
Street, New York, New York, which was constructed in 1959 and renovated in 1986
(the "Petry Building"). The Crystal Pavilion has a net rentable area of
approximately 593,292 square feet of office space. In addition the Crystal
Pavilion has approximately 33,350 square feet of retail space. The Petry
Building has a net rentable area of approximately 283,333 square feet of office
space. In addition, it has approximately 15,273 square feet of retail space.
Property Management. The Crystal Pavilion/Petry Building Property is
managed by Cohen Brothers Realty Corporation (the "Crystal Pavilion/Petry
Building Manager") pursuant to a management agreement. The management agreement
provides for the payment to the Crystal Pavilion/Petry Building Manager of
management fees of 4.0% of gross revenues, which are subordinated to payments
under the Crystal Pavilion/Petry Building Loan.
Mezzanine Loan and Preferred Equity Interest. Madison Third Building
Companies Mezz LLC is the borrower under a loan with an aggregate principal
balance as of the Cut-off Date of $50,000,000 (the "Crystal Pavilion/Petry
Building Mezzanine Loan"), made by Capital Trust (the "Crystal Pavilion/Petry
Building Mezzanine Lender"). As of the Cut-off Date, the aggregate LTV of the
Crystal Pavilion/Petry Building Whole Loan and the
S-63
<PAGE>
Crystal Pavilion/Petry Building Mezzanine Loan was 78%. The Crystal
Pavilion/Petry Building Mezzanine Lender has agreed not to transfer its interest
in the Crystal Pavilion/Petry Building Mezzanine Loan to any entity other than
certain permitted institutional transferees unless each Rating Agency confirms
that such transfer would not cause a withdrawal, qualification or downgrade of
its then current ratings on the Certificates.
The Crystal Pavilion/Petry Building Mezzanine Lender owns a preferred
equity interest (as such holder, the "Crystal Pavilion/Petry Building Special
Limited Partner") in the Crystal Pavilion/Petry Building Borrower having an
initial equity investment in the amount of $1,000 (the "Crystal Pavilion/Petry
Building Preferred Equity Interest"). The Crystal Pavilion/Petry Building
Special Limited Partner has agreed not to transfer the Crystal Pavilion/Petry
Building Preferred Equity Interest to any entity other than certain permitted
institutional transferees unless each Rating Agency confirms that such transfer
would not cause a withdrawal, qualification or downgrade of its then current
ratings on the Certificates.
The Crystal Pavilion/Petry Building Mezzanine Loan and the Crystal
Pavilion/Petry Building Preferred Equity Interest require monthly payments of
interest and yield, respectively, plus principal and capital payments,
respectively, sufficient to amortize the Crystal Pavilion/Petry Building
Mezzanine Loan and the Crystal Pavilion/Petry Building Preferred Equity Interest
over a term of 28 years, however, the Crystal Pavilion/Petry Building Mezzanine
Loan and the Crystal Pavilion/Petry Building Preferred Equity Interest mature in
July 2009.
Additional Indebtedness. The Crystal Pavilion/Petry Building Other
Notes are secured by the Crystal Pavilion/Petry Building Properties and rank
pari passu with the Crystal Pavilion/Petry Building Note A. See "--The Loan"
above. The Trustee will be party to an intercreditor agreement with the holder
of the Crystal Pavilion/Petry Building Other Notes in which the Trustee will be
named as lead lender. Pursuant to such intercreditor agreement, the CapMark
Services, L.P., as Servicer will make all servicing decisions with respect to
the Crystal Pavilion/Petry Building Loan and the Lennar Partners, Inc., as
Special Servicer, will specially service the Crystal Pavilion/Petry Building in
the event it becomes a Specially Serviced Mortgage Loan, in each case with a
view toward maximizing recovery to the holders of the Crystal Pavilion/Petry
Building Notes as a collective whole.
S-64
<PAGE>
------------------------------------------------------------------------------
L'ENFANT LOAN
------------------------------------------------------------------------------
----------------------------------------------------------------
Loan Information
----------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
----------- -------------
$37,500,000 $36,969,933
ORIGINATION DATE: September 18, 1998
INTEREST RATE: 7.64%
AMORTIZATION: 360 months
ARD: October 11, 2008
ARD BALANCE(1): $33,249,718
HYPERAMORTIZATION: After the ARD, the interest rate
increases by 2.00% to 9.64% and a pro
rata portion of all excess cash flow
is used to reduce the outstanding
principal balance; the additional 2%
interest is deferred until the
principal balance is zero
MATURITY DATE: October 11, 2028
BORROWER (SPECIAL
PURPOSE ENTITY): Potomac Creek Associates, L.P.,
general partner of which is a single
purpose, bankruptcy remote entity, the
board of which contains an independent
director; a non-consolidation opinion
was obtained in connection with
origination
CALL PROTECTION: Two-year prepayment lockout from the
date of securitization with U.S.
Treasury defeasance thereafter until
two months prior to the ARD
CUT-OFF DATE
LOAN PER UNIT(8): $133 on Office Component
$83,660 Per Room on Hotel Component
UP-FRONT RESERVES(8): CapEx: $10,000,000
Large Lease Escrow Fund: $8,000,000
Small Lease Escrow Fund: $2,000,000
ONGOING RESERVES(8): CapEx(2): Yes
Real Estate Taxes &
Insurance Reserve(3): Yes
Monthly Large Lease
Escrow Fund (per
annum)(4): Yes
Monthly Small Lease
Escrow Fund (per
annum)(5): Yes
LOCKBOX: Hard
MEZZANINE LOAN AND
PREFERRED EQUITY
INTEREST: Yes
PARTIAL DEFEASANCE: Yes (Release price of 125% of Property
Release Amount).
----------------------------------------------------------------
----------------------------------------------------------------
Property Information
----------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 3 Assets
PROPERTY TYPE: Mixed Use
LOCATION: Washington, DC
YEAR BUILT/RENOVATED: L'Enfant--North Building 1968/1990
L'Enfant--East Building 1972/1990
L'Enfant--Center Building 1972/1990
OCCUPANCY(6): Office Component & Retail 93%
Hotel Component 77%
THE COLLATERAL: One office property (consisting of
three buildings) and one hotel
FEE OR LEASEHOLD: Fee and
Leasehold(7)
LEASE
MAJOR TENANTS (OFFICE) NRSF % OF NRA EXPIRATION
---------------------- ---- -------- ----------
General Service
Administration 287,179 32.3% 06/30/01
Smithsonian 181,158 20.4% 04/30/03
U.S. Postal Service 139,270 15.7% 06/11/08
SQUARE FOOTAGE
(OFFICE): 889,468
NUMBER OF ROOMS
(HOTEL): 370
PROPERTY MANAGEMENT: Sarakreek Management Partners LLC
(Office Portion)
Loews Hotel, Inc. (Hotel Portion)
1999 NET OPERATING
INCOME(8): $20,289,597
UNDERWRITTEN NET CASH
FLOW(8): $17,748,918
APPRAISED VALUE: $226,000,000
CUT-OFF DATE LTV(8): 65.4%
ARD LTV(8): 58.9%
DSCR: 1.37
----------------------------------------------------------------
S-65
<PAGE>
(1) For L'Enfant Note B-2 only.
(2) The L'Enfant Borrower is also required, to the extent that the deposit
balance falls below approximately $420,000, to make monthly deposits
into the replacement escrow fund in an amount equal to the greater of
(i) $34,953 per month, and (ii) the amount per month required for the
maintenance and repair of the L'Enfant Property as determined by an
engineering report reasonably satisfactory to the CSFB Mortgage Loan
Seller. As of the Cut-off Date, $4,699,302 was on deposit in the
capital expenditure reserve.
(3) The L'Enfant Borrower is required to make monthly payments into a tax
and insurance escrow fund in an amount sufficient to accumulate funds
needed to pay (i) all taxes prior to their respective due dates and
(ii) insurance premiums prior to the expiration thereof.
(4) The L'Enfant Borrower is required to fund such account monthly in the
amount of $83,333 until September 11, 2001.
(5) The L'Enfant Borrower is required to fund such account monthly in the
amount of $166,667 commencing on October 11, 2001.
(6) Occupancy is based on the May 1, 2000 rent roll for the office
component and on the L'Enfant Borrower's operating statement dated May
31, 2000 for the hotel component.
(7) The L'Enfant Borrower has a lease with the District of Columbia
Redevelopment Land Agency for the portion of space over and under a
street that runs through the L'Enfant Property; such lease expires in
2064.
(8) Applies to L'Enfant Whole Loan.
THE L'ENFANT LOAN
The Loan. The sixth largest loan concentration (the "L'Enfant Loan") is
a mortgage note ("L'Enfant Note B-2"), which represents a portion of a mortgage
loan (the "L'Enfant Whole Loan"), which was originated by the CSFB Mortgage Loan
Seller on September 18, 1998. The L'Enfant Whole Loan, including L'Enfant Note
B-2, is secured by a first priority lien encumbering three buildings located in
L'Enfant Plaza in Washington, D.C. (the "L'Enfant Property"). The L'Enfant Whole
Loan consists of Note A ("L'Enfant Note A"), Note B-1 ("L'Enfant Note B-1") and
L'Enfant Note B-2 (the "L'Enfant Note B-2"). L'Enfant Note A has a principal
balance as of the Cut-off Date of $73,939,866, L'Enfant Note B-1 has a principal
balance as of the Cut-off Date of $36,969,833 and L'Enfant Note B-2 has a
principal balance as of the Cut-off Date of $36,969,933. Neither the L'Enfant
Note A nor the L'Enfant Note B-1 is included in the Trust Fund. The L'Enfant
Note B-1 and L'Enfant Note B-2 are subject to an intercreditor agreement (the
"L'Enfant Intercreditor Agreement") with the trustee of the CSFB 1998-C2
Securitization. All amounts received in respect to the L'Enfant Whole Loan will
be allocated between L'Enfant Note A, L'Enfant Note B-1 and L'Enfant Note B-2,
pro rata in accordance with the amounts due thereunder.
The Borrower. The L'Enfant Whole Loan was made to Potomac Creek
Associates LP (the "L'Enfant Borrower"), a Delaware limited partnership. The
principal of the L'Enfant Borrower is Sarakreek Holdings N.V., a publicly traded
Netherlands corporation that holds interests in commercial real estate in the
United States.
Certain additional information regarding the L'Enfant Note B-2 and the
L'Enfant Property is set forth on Annex A hereto.
The Property. The L'Enfant Property consists of three buildings located
in Washington, D.C. The North Building is an 8-story building which contains
approximately 254,658 square feet of office space, 23,203 square feet of
commercial space consisting of two branch banks and a full service gas station
and 5,574 square feet of storage space. The East Building contains the 370 room
Loews L'Enfant Plaza Hotel as well as approximately 384,842 square feet of
office space, 40,505 square feet of retail space and 45,010 square feet of
storage space and a 343 space parking garage facility. The Center Building is
comprised of the Grand Plaza and four below grade levels, the first of which,
known as La Promenade, contains approximately 135,676 square feet of retail
space. Three additional below grade levels of parking which are linked to below
grade level parking located in the North Building contain a total of 1306
parking spaces.
Property Management. The L'Enfant Property (excluding that portion of
the L'Enfant Property which is operated by the Hotel Manager (as defined below))
is managed by Sarakreek Management Partners LLC (the "L'Enfant Manager")
pursuant to a management agreement. The management agreement provides for the
payment to the L'Enfant Manager of management fees of 4.25% of gross rents from
non-hotel space, which are subordinated to payments under the L'Enfant Whole
Loan, including the L'Enfant Note B-2. The L'Enfant Manager may be
S-66
<PAGE>
terminated (i) upon an event of default under the L'Enfant Whole Loan or the
L'Enfant Mezzanine Loan (as defined below), (ii) if the DSCR for the L'Enfant
Whole Loan on a trailing twelve month basis falls below 1.05x for a 12 month
period at any time prior to and including October 11, 2001 or below 1.10x
thereafter or (iii) in the event of a default by the L'Enfant Manager under the
management agreement. In addition, the portion of the L'Enfant Property which is
operated as a hotel is operated by Loews Hotels, Inc. (the "Hotel Manager")
pursuant to a management agreement (the "Hotel Management Agreement"), which
provides for a management fee determined on a sliding scale based on gross
operating profits. The Hotel Manager may be terminated only upon an event of
default under the Hotel Management Agreement.
Mezzanine Loan and Preferred Equity Interest. Potomac Creek Associates
LP II, the limited partner of the L'Enfant Borrower, a Delaware limited
partnership, is the borrower (the "L'Enfant Mezzanine Borrower") under a
mezzanine loan with an aggregate principal balance as of the Cut-off Date of
$2,500,000 (the "L'Enfant Mezzanine Loan"), made by the CSFB Mortgage Loan
Seller (in its capacity as mezzanine lender, the "L'Enfant Mezzanine Lender") on
September 18, 1998. The L'Enfant Mezzanine Loan is secured by, among other
things, a pledge of the limited partnership interests in the L'Enfant Borrower
and the stock of the general partner of the L'Enfant Borrower.
The CSFB Mortgage Loan Seller owns a preferred equity interest (as such
holder, the "L'Enfant Special Limited Partner") in the L'Enfant Borrower having
an initial equity investment in the amount of $45,000,000 (the "L'Enfant
Preferred Equity Interest").
The L'Enfant Mezzanine Lender and L'Enfant Special Limited Partner each
have certain approval rights over budgets and significant leases and can
terminate and replace the L'Enfant Manager upon the occurrence of certain
events. The rights of the L'Enfant Mezzanine Lender and the L'Enfant Special
Limited Partner relating to budgeting, management and leases will be exercised
through the L'Enfant Special Limited Partner, subject to the consent of the
servicer of the CSFB 1998-C2 Securitization to such exercise.
The L'Enfant Mezzanine Lender has agreed not to transfer its interest
in the L'Enfant Mezzanine Loan to any entity other than certain permitted
institutional transferees unless each Rating Agency confirms that such transfer
would not cause a withdrawal, qualification or downgrade of its then current
ratings on the Certificates. Similarly, the L'Enfant Special Limited Partner has
agreed not to transfer the L'Enfant Preferred Equity Interest to any entity
other than certain permitted institutional transferees unless each Rating Agency
confirms that such transfer would not cause a withdrawal, qualification or
downgrade of its then current ratings on the Certificates.
The CSFB Mortgage Loan Seller is currently in negotiations to sell the
L'Enfant Mezzanine Loan and Preferred Equity Interest. No assurance can be given
that such sale will occur.
Litigation involving the L'Enfant Mortgage Loan. A portion of the
mortgaged property related to the L'Enfant Loan is the subject of a lawsuit, in
which an amended complaint, dated November 23, 1999, was filed in the Superior
Court of the District of Columbia. The lawsuit arises from negotiations that
took place between the borrower and the plaintiff regarding the possible sale of
the hotel portion of the L'Enfant Property to the plaintiff prior to the
origination of the L'Enfant Loan. The plaintiff asserts that the defendant
L'Enfant Borrower breached a contract to sell the hotel portion of the L'Enfant
Property to the plaintiff for $48.75 million. The hotel portion of the L'Enfant
Property has an allocated loan amount of $20,430,000. The plaintiff is seeking
specific performance and unspecified damages and in the alternative compensatory
damages based on the value of the hotel minus the $48.75 million purchase price.
The L'Enfant Borrower's motion to dismiss the lawsuit was denied on May 25, 2000
(see Stanford Hotels Corp. vs. Potomac Creek Associates, L.P., Civil Action No.
99ca001413-RP, Super.Ct. D.C.) The L'Enfant Borrower believes that it will
prevail in the lawsuit, however, there can be no assurance that the case will
not ultimately be resolved against the L'Enfant Borrower. The L'Enfant Loan
documents permit the release of the hotel portion of the L'Enfant Property
following the defeasance of 125% of the allocated loan amount thereof, upon
satisfaction of certain conditions (including obtaining the consent of the
L'Enfant Mezzanine Lender, which consent is required to be given if the L'Enfant
Mezzanine Borrower prepays $27,337,500 of the L'Enfant Mezzanine Loan and
L'Enfant Preferred Equity Interest). If specific performance is granted as
relief to the plaintiff, it is likely that either a partial defeasance (possibly
on terms that do not meet the requirements of the L'Enfant loan documents or the
L'Enfant Mezzanine Loan documents) or a partial prepayment of the L'Enfant Loan
would result. Any such prepayment could have an adverse effect on the yield to
investors purchasing Certificates at a premium. If damages are granted to the
plaintiff rather than specific performance, or if any proceeds of a forced sale
of the hotel portion of the L'Enfant Property to the plaintiff are not
sufficient to prepay or defease the allocated loan amount of the hotel
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<PAGE>
portion plus any damages awarded, there could be an impairment of the L'Enfant
Borrower's ability to make timely payments on the L'Enfant Loan. In addition,
the plaintiff has filed a notice of lis pendens against the property. An adverse
outcome of the litigation could also result in a default on the L'Enfant
Mezzanine Loan. Any settlement of the litigation would require the consent of
the holder of the L'Enfant Mezzanine Loan and the L'Enfant Preferred Equity
Interest.
Potential Default under L'Enfant Mortgage Loan. The ultimate owner of
the entire interest in the L'Enfant Borrower is Sarakreek Holding NV
("Sarakreek"), which has guaranteed certain obligations of the L'Enfant Borrower
under the L'Enfant Loan. The Depositor has received notice that Sarakreek is in
default under a loan made to Sarakreek by Westbrook Partners L.P., a former
affiliate. If the resolution of such loan default causes Sarakreek to become
insolvent, a default would result under such guaranty which would also result in
a default under the L'Enfant Loan and the L'Enfant Mezzanine Loan.
S-69
<PAGE>
-------------------------------------------------------------------------------
THE CLAYPOOL EMBASSY SUITES LOAN
-------------------------------------------------------------------------------
----------------------------------------------------------------
Loan Information
----------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
----------- -------------
$30,000,000 $29,847,318
ORIGINATION DATE: December 15, 1999
INTEREST RATE: 8.85%
AMORTIZATION: 300 months
ARD: January 1, 2010
ARD BALANCE: $25,320,702
HYPERAMORTIZATION: After the ARD, the interest rate
increases to the greater of 13.85% and
Treasury plus 5% and all excess cash
flow is used to reduce the outstanding
principal balance; the additional
interest is deferred until the
principal balance is zero
MATURITY DATE: January 1, 2025
BORROWER (SPECIAL Claypool Holdings, LLC, a single member LLC, the board
PURPOSE ENTITY): of managers of which contains two independent directors;
a non-consolidation opinion was obtained in connection
with origination
CALL PROTECTION: Two-year prepayment lockout from the
date of securitization with U.S.
Treasury defeasance thereafter until
three months prior to the ARD
CUT-OFF DATE
LOAN PER ROOM: $82,909
UP-FRONT RESERVES: Real Estate Tax: $272,595
ONGOING RESERVES: CapEx(1): Yes
TI & LC(1): Yes
Real Estate Tax(2): Yes
FF&E(3): No
LOCKBOX: Springing
MEZZANINE: No
----------------------------------------------------------------
----------------------------------------------------------------
Property Information
----------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Hotel
LOCATION: Indianapolis, IN
YEAR BUILT/RENOVATED: 1983/1995
OCCUPANCY(4): 71.3%
THE COLLATERAL: One hotel with three floors of office
and retail space
FEE OR LEASEHOLD: Fee
SQUARE FOOTAGE: 391,423
NUMBER OF ROOMS: 360
PROPERTY MANAGEMENT: Promus Hotels, Inc. (now Hilton Hotels
Corporation)
M.S. Management and Retail Associates
(Indiana), Inc. (for Ballroom and
Retail Space)
1999 NET OPERATING $5,904,364
INCOME:
UNDERWRITTEN NET CASH $4,730,075
FLOW:
APPRAISED VALUE: $53,000,000
CUT-OFF DATE LTV: 56.3%
ARD LTV: 47.8%
DSCR: 1.59
----------------------------------------------------------------
(1) The Claypool Borrower is required to escrow $2,667 on a monthly basis
($0.41/SF annually) for retail and office space into a tenant improvement
and leasing commission reserve and $1,000 on a monthly basis ($0.15/SF
annually) for retail and office space into a CapEx reserve. The balance of
the tenant improvement and leasing commission reserve is capped at
$175,000.
(2) The Claypool Borrower is required to make monthly payments into a real
estate tax escrow fund in an amount sufficient to accumulate funds needed
to pay all taxes prior to their respective due date.
(3) The FF&E reserve fund requirement is waived so long as the Claypool
Borrower maintains a similarly funded account with the hotel management
company.
S-69
<PAGE>
(4) Occupancy is based on the Claypool Borrower's December 31, 1999 operating
statement and reflects average hotel occupancy for the preceding twelve
month period. According to a rent roll dated May 31, 2000, the
retail/office space is 98.2% occupied.
THE CLAYPOOL EMBASSY SUITES LOAN
The Loan. The seventh largest loan concentration (the "Claypool Embassy
Suites Loan") was originated and fully funded by or on behalf of Morgan Stanley
Dean Witter Mortgage Capital Inc. on December 15, 1999. The Claypool Embassy
Suites Loan is evidenced by a Note (the "Claypool Note") and secured by a first
priority lien encumbering a hotel (the "Claypool Property") located in
Indianapolis, Indiana.
The Borrower. Claypool Holdings, LLC, a Delaware limited liability
company (the "Claypool Borrower") is a single purpose, bankruptcy-remote entity.
Melvin Simon is the principal of the Claypool Borrower. Mr. Simon is the
co-chairman of the board of directors of Simon Properties Group.
Certain additional information regarding the Claypool Embassy Suites
Loan and the Claypool Property is set forth on Annex A hereto.
The Property. The Claypool Borrower operates the Claypool Property as
an Embassy Suites hotel pursuant to a Franchise Agreement between the Claypool
Borrower and Embassy Suites, Inc., as amended. The Claypool Property,
constructed in 1983, is an 18-story hotel located in Indianapolis, Indiana, with
the three lowest floors comprised of approximately 77,413 square feet of retail
and office space. The hotel contains 360 suites. The Claypool Borrower is the
lessee under a lease for space at an adjacent property, which space is used as a
ballroom. The ballroom lease is mortgaged to the lender. Parking for the
Claypool Property is provided pursuant to a certain parking lease agreement with
Court Street Associates, Inc., which parking lease agreement is mortgaged to the
lender.
Property Management. The Claypool Property (other than the retail space
and the ballroom) is managed by Promus Hotels, Inc. ("Promus") pursuant to a
management agreement dated September 21, 1982. Promus merged with Hilton Hotels
Corporation in 1999. A management fee equal to 5% of gross receipts, as well as
various incentive payments based on the Claypool Property's performance, are
payable to Promus pursuant to the Promus management agreement. The retail space
and the leased ballroom space at the Claypool Property are managed under a
separate agreement by M.S. Management Associates (Indiana), Inc. ("MS
Management") that is terminable each November 30 after November 30, 1996 upon 60
days' notice to the other party. A management fee equal to 5% of gross receipts
is payable to MS Management pursuant to the MS Management agreement. Both of
these agreements were assigned to the lender and subordinated to the Claypool
Embassy Suites Loan.
S-70
<PAGE>
-----------------------------------------------------------------------------
THE BMDC LOAN
-----------------------------------------------------------------------------
----------------------------------------------------------------
Loan Information
----------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
-------------- -------------
$25,370,000.00 $25,306,142
ORIGINATION DATE: January 14, 2000
INTEREST RATE: 9.01%
AMORTIZATION: 360 months
ARD: February 11, 2010
ARD BALANCE: $23,208,752
HYPERAMORTIZATION: After the ARD, the interest rate
increases by 2.00% to 11.01% and all
excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest is deferred
until the principal balance is zero
MATURITY DATE: February 11, 2030
BORROWER (SPECIAL
PURPOSE ENTITY): MCM Huntsville Finance Company, LLC,
the single managing member of which is
a special purpose entity, the board of
which contains an independent
director; a nonconsolidation opinion
was obtained in connection with
origination
CALL PROTECTION: Two-year prepayment lockout from the
date of securitization with U.S.
Treasury defeasance thereafter until
six months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT: $65
UP-FRONT RESERVES: Deferred maintenance(1): $2,686,579
ONGOING RESERVES: CapEx(2): Yes
TI & LC(2): Yes
Real Estate Taxes
& Insurance
Reserve(3): Yes
LOCKBOX: Hard
MEZZANINE: No
----------------------------------------------------------------
----------------------------------------------------------------
Property Information
----------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
LOCATION: Huntsville, AL
YEAR BUILT/RENOVATED: 1968/1989
OCCUPANCY(4): 100%
THE COLLATERAL: 2-story office building
FEE OR LEASEHOLD: Fee
LEASE
MAJOR TENANT NRSF % OF NRA EXPIRATION
------------ ---- -------- ----------
The United States of 389,500 100% 6/30/09
America by General
Services Administration
SQUARE FOOTAGE: 389,500
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING
INCOME: $3,762,890
UNDERWRITTEN NET CASH
FLOW: $3,400,576
APPRAISED VALUE: $44,000,000
CUT-OFF DATE LTV: 57.5%
ARD LTV: 52.7%
DSCR: 1.39
----------------------------------------------------------------
S-71
<PAGE>
(1) The repair escrow fund was required to fund certain repairs, including the
replacement of the boiler, interior repairs and ADA compliance at the BMDC
Property.
(2) The BMDC Borrower is required to escrow $76,065.59 on a monthly basis
($0.20/SF annually) for the first five years of the term of the loan and
$16,667.69 on a monthly basis ($0.51/SF annually) for the second five years
of the loan into two separate tenant improvement and leasing commission
reserves and $6,500.00 on a monthly basis ($0.20/SF annually) into CapEx
reserve.
(3) The BMDC Borrower is required to make monthly payments into a tax and
insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof pay all taxes and insurance
premiums 30 days before they become due.
(4) Occupancy is based on the January 14, 2000 rent roll.
THE BMDC LOAN
The Loan. The eighth largest loan concentration (the "BMDC Loan") was
originated by the CSFB Mortgage Loan Seller on January 14, 2000. The BMDC Loan
is secured by a first priority lien encumbering an office building located in
Huntsville, Alabama (the "BMDC Property").
The Borrower. The BMDC Loan was made to MCM Huntsville Finance Company
LLC, a Delaware limited liability company (the "BMDC Borrower"). The BMDC
Borrower has been structured as a single purpose, bankruptcy remote limited
liability company with (i) a single managing member which is a single purpose,
bankruptcy remote Delaware corporation, the board of directors of which contains
an independent director, and (ii) a single non-managing member which is a single
purpose Delaware limited liability company. The key principal of the BMDC
Borrower is Loeb Partners Realty and Development Corp., a Delaware corporation,
the President of which is Joseph S. Lessor and the Vice President of which is
Alan L. Gordon.
Certain additional information on the BMDC Loan and the BMDC Property
is set forth on Annex A hereto.
The Property. The BMDC Property consists of one office building located
at 106 Wynn Drive, Huntsville, Alabama. The BMDC Property is a 2-story office
building which was constructed in 1968 and renovated in 1989 and has a net
rentable area of approximately 389,500 square feet.
Property Management. The BMDC Property is self-managed. The BMDC
Borrower's organizational documents permit the managing member to receive a fee
of three percent (3%) of gross rents for the managing member's services rendered
to the BMDC Borrower in connection with the BMDC Property. Such fees are subject
and subordinate to the BMDC Loan. The BMDC Loan documents provide that upon an
event of default, or failure of the debt service coverage ratio to be at least
1.15, the Lender can require the BMDC Borrower to cease self-management of the
BMDC Property and replace the manager with a new manager approved by Lender.
S-72
<PAGE>
-------------------------------------------------------------------------------
THE GENTRY PORTFOLIO LOAN
-------------------------------------------------------------------------------
----------------------------------------------------------------
Loan Information
----------------------------------------------------------------
PRINCIPAL BALANCE(1): ORIGINAL CUT-OFF DATE
----------- -------------
$25,000,000 $24,972,537
ORIGINATION DATE: April 17, 2000
INTEREST RATE: 8.07%
AMORTIZATION: 360 months
ARD: May 11, 2010
ARD BALANCE(1): $22,404,467
HYPERAMORTIZATION: After the ARD, the interest rate
increases by 2.00% to 10.07% and all
excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest is deferred
until the principal balance is zero
MATURITY DATE: May 11, 2030
BORROWER (SPECIAL GPP, LLC, the managing member of which is a special
PURPOSE ENTITY): purpose entity, the board of which contains an
independent director; non-consolidation opinion was
obtained in connection with origination
CALL PROTECTION: Two-year prepayment lockout from the
date of securitization with U.S.
Treasury defeasance thereafter until
two months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE $87
FOOT(1):
UP-FRONT RESERVES(1): Deferred Maintenance(2): $25,000
Other Reserve(3): $465,000
ONGOING RESERVES(1): CapEx (4) : Yes
TI & LC(5) : Yes
Real Estate Taxes
& Insurance
Reserve(6): Yes
LOCKBOX: Hard
PARTIAL DEFEASANCE: Yes; Release Price of 125% of Property
Release Amount
MEZZANINE: No
----------------------------------------------------------------
----------------------------------------------------------------
Property Information
----------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 3 Assets
PROPERTY TYPE: Office/warehouse
LOCATION: Honolulu, HI
Waipahu, HI
YEAR BUILT/RENOVATED: Gentry Business Park 1990
Waipio Industrial Court 1990
Gentry Pacific Design 1925/1988
Center
OCCUPANCY(4): Gentry Business Park 100%
Waipio Industrial Court 96%
Gentry Pacific Design 95%
Center
THE COLLATERAL: Five office/warehouse/industrial
properties
FEE OR LEASEHOLD: Fee
GENTRY BUSINESS PARK
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
-------------- ---- -------- ----------
American Mover's Inc. 71,300 100% 10/31/07
USC Int'l 14,875 37.8% 3/31/03
Hawaii Transfer 6,373 16.2% 3/31/01
WAIPIO INDUSTRIAL COURT
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
-------------- ---- -------- ----------
Raynor Pacific
Overhead Doors. 4,480 10.4 12/31/00
PSC Associates Inc. 3,360 7.8 11/30/04
Uleg & Balogen 2,560 6.0 2/28/02
GENTRY PACIFIC DESIGN CENTER
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
-------------- ---- -------- ----------
Gentry Homes 16,966 12.7% 3/31/09
Interior Accents 10,350 7.8 4/30/10
Daniel Inc. 7,716 5.8 10/31/01
SQUARE FOOTAGE(1): 287,780
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING
INCOME(1): $2,697,522
UNDERWRITTEN NET CASH
FLOW(1): $2,704,170
APPRAISED VALUE(1): $34,400,000
CUT-OFF DATE LTV(1): 72.6%
ARD LTV(1): 65.1%
DSCR(1): 1.22
----------------------------------------------------------------
S-73
<PAGE>
(1) For the Gentry Portfolio in the aggregate.
(2) The deferred maintenance reserve is required to fund certain repairs
identified in the engineering report.
(3) At closing, an occupancy reserve was established of $465,000, which
will be released upon occupancy and commencement of rental payments by
certain tenants.
(4) Occupancy is based on the February 29, 2000 rent roll.
(5) The Gentry Borrower is required to escrow $11,848.58 on a monthly basis
($0.49/SF annually) into a tenant improvement and leasing commission
reserve and $5,230.92 on a monthly basis ($0.22/SF annually) into a CapEx
reserve.
(6) The Gentry Borrower is required to make monthly payments into a tax and
insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof.
THE GENTRY PORTFOLIO LOAN
The Loan. The ninth largest loan concentration (the "Gentry Portfolio
Loan") was originated by MP Financial Group, Ltd. and assigned to the CSFB
Mortgage Loan Seller on April 17, 2000. The Gentry Portfolio Loan is secured by
a first priority lien encumbering the fee interest in three properties
consisting of six office/warehouse/industrial buildings located in the area of
Honolulu and Waipahu, Hawaii (individually, a "Gentry Property" and
collectively, the "Gentry Properties").
The Borrower. The Gentry Portfolio Loan was made to GPP, LLC (the
"Gentry Borrower"), a Hawaii limited liability company. The principal of Gentry
Borrower is Norman Gentry (the "Gentry Principal"). The Gentry Principal and its
affiliates have been one of the larger home builders in Hawaii for many years,
where they have built more than 15,000 single family and multifamily homes. In
addition they developed over 2 million square feet of retail, office and
industry facilities located in Hawaii and the western United States.
Certain additional information on the Gentry Portfolio Loan and the
Gentry Properties is set forth on Annex A hereto.
The Properties. The Gentry Properties consist of six
office/warehouse/industrial buildings located in the area of Honolulu and
Waipahu, Hawaii. The Gentry Pacific Design Center is an
office/warehouse/showroom building located in Honolulu Hawaii and has a net
rentable area of approximately 134,139 square feet. The five other Gentry
Properties are all located in the area of Waipahu, Hawaii. The second building
known as Gentry Business Park Lot 50 is an office/warehouse building having a
net rentable area of approximately 12,746 square feet. The third building known
as Gentry Business Park Lot 51 is an office/warehouse building having a net
rentable area of approximately 11,763 square feet. The fourth Property is known
as Gentry Business Park Lot 81 is an office/warehouse building having a net
rentable area of approximately 14,875 square feet. The fifth Property known as
Gentry Business Park Lot 100 is an office/warehouse building having a net
rentable area of approximately 71,300 square feet. The sixth building is an
industrial property known as Waipahu Industrial Park having a net rentable area
of 42,957 square feet.
Property Management. The Gentry Properties are managed by EPS
Properties, Inc., a Hawaii corporation (the "Gentry Manager"), pursuant to a
management agreement. The management agreement generally provides for the
payment to Gentry Manager of management fees of a monthly fee of $3,850 for the
Gentry Pacific Design Center, a $950 monthly fee for Gentry Waipio Industrial
Court and a monthly fee of $80 for each lot comprising the balance of the
properties. The Gentry Manager may be terminated (i) upon an event of default
under the Gentry Portfolio Loan, (ii) if the DSCR for the Gentry Portfolio Loan
falls below 1.10, or (iii) in the event of a default by the Gentry Manager under
the management agreement.
Approximately 24,491 square feet of net rentable area is leased to
tenants that are affiliates of the Borrower (accounting for approximately 1% of
net rentable area). Such affiliates' leases are at market rents and such
affiliates' obligations under such leases are guaranteed by such affiliates'
parent companies.
S-74
<PAGE>
-------------------------------------------------------------------------------
THE AMAZON.COM LOAN
-------------------------------------------------------------------------------
----------------------------------------------------------------
Loan Information
----------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
-------------- ------------
$23,000,000.00 $22,986,863
ORIGINATION DATE: May 12, 2000
INTEREST RATE: 8.785%
AMORTIZATION: 360 months
ARD: June 11, 2010
ARD BALANCE: $20,939,653
HYPERAMORTIZATION: After the ARD the interest rate
increases by 2.00% to 10.70% and all
excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest is deferred
until capital the principal balance is
zero
MATURITY DATE: June 11, 2030
BORROWER (SPECIAL WRC.COM Tower LLC and WRC.Com
PURPOSE ENTITY): Development LLC, each a single purpose
entity, the single managing member of which is a special
purpose entity, the board of which contains an
independent director; a nonconsolidation opinion was
obtained in connection with origination
CALL PROTECTION: Two-year prepayment lockout from the
date of securitization with U.S.
Treasury defeasance thereafter until
three months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT: $120
UP-FRONT RESERVES: Parking $3,900,000
Structure(1):
Ground Lease: $300,000
ONGOING RESERVES: CapEx(2): Yes
TI & LC(2): No
Real Estate Taxes &
Insurance Reserve(3): Yes
Ground Lease Yes
Reserve(4):
LOCKBOX: Hard
MEZZANINE: No
----------------------------------------------------------------
----------------------------------------------------------------
Property Information
----------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
LOCATION: Seattle, WA
YEAR BUILT/RENOVATED: 1932/1999
OCCUPANCY(5): 100%
THE COLLATERAL: 16-story office building
FEE OR LEASEHOLD: Leasehold
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION(4)
------------- ---- -------- ------------
Amazon.com 184,040 96.5% 06/30/09
Gentle Dental 4,633 2.4% 09/14/02
Amazon.com 2,135 1.1% 06/30/09
(storage)
SQUARE FOOTAGE: 190,808
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING
INCOME: NA
UNDERWRITTEN NET CASH
FLOW: $2,505,012
APPRAISED VALUE: $31,250,000
CUT-OFF DATE LTV: 67.2%
ARD LTV: 60.6%
DSCR: 1.26
---------------------------------------------------------------
S-75
<PAGE>
(1) The Amazon Borrower fully funded a $3,900,000 parking structure escrow fund
for construction of a parking structure; $1,400,000 to be disbursed to the
Amazon Borrower upon receipt of a final building permit for the parking
structure. If the parking structure has not been completed by November
2001, the balance may be applied to prepay the Amazon.com Loan.
(2) The Amazon Borrower is required to escrow $19,000 on a monthly basis ($1.20
SF/annually) (commencing May 2004) and increasing to $28,000 monthly from
November 2007 to May 2009 on a monthly basis ($1.76/SF annually) into a
tenant improvement and leasing commission reserve and $4,250 on a monthly
basis (0.27/SF annually) into a CapEx reserve. In the event that Amazon.com
does not extend its lease, then a cash trap is imposed until new tenants
are in place resulting in a DSCR of 1.20. In addition, Amazon.com (the
building tenant) has pledged a security deposit of $6.4 million to the
Amazon Borrower. The assignment of the security deposit and all rights
under the related custodial agreement were pledged to the Lender. The
amount required to be maintained in such security deposit decreases by
$2.50 psf per year through 2006 (but not below $10 psf), and thereafter
must be maintained at $1.875 million through the expiration of the
Amazon.com lease. The required security deposit may be reduced by 50% or
reduced to zero if the tenant achieves certain benchmarks with respect to
cashflow and credit rating.
(3) The Amazon Borrower is required to make monthly payments into a tax and
insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to that respective due date and (ii) insurance
premiums prior to the expiration thereof.
(4) The Amazon Borrower is required to make monthly deposits in the ground
lease escrow fund in the amount of $16,667 until such time as the balance
on deposit is equal to $300,000.
(5) Occupancy is based on the March 31, 2000 rent roll.
THE AMAZON.COM LOAN
The Loan. The tenth largest loan concentration (the "Amazon.com Loan")
was originated by the CSFB Mortgage Loan Seller on May 12, 2000. The Amazon.com
Loan is secured by a first priority lien encumbering an office building and
adjacent parking lot located in Seattle, Washington (the "Amazon Property").
The Borrower. The Amazon.com Loan was made to two borrowers, each a
Washington limited liability company (collectively, the "Amazon Borrower"). Each
of the Amazon Borrowers has been structured as a single purpose, bankruptcy
remote limited liability company with a single managing member which is a single
purpose, bankruptcy remote Washington limited liability company, the members of
which include an independent member. The key principal of the Amazon Borrower is
Wright Runstad Associates Limited Partnership, a Washington limited partnership.
Certain additional information on the Amazon.com Loan and the Amazon
Property is set forth on Annex A hereto.
The Property. The Amazon Property consists of one office building and
an adjacent parking lot located at 1200 12th Avenue South, Seattle, Washington.
The Amazon Property is a 16-story landmarked office building which was
constructed in 1932 and was upgraded in 1992 and partially renovated in 1999 and
has a net rentable area of approximately 190,808 square feet.
Property Management. The Amazon Property is managed by Wright Runstad
Associates Limited Partnership (the "Manager"), an affiliate of the Amazon
Borrower. The management agreement provides for the Manager to receive a fee of
4% of gross operating receipts for the Amazon Manager's services rendered to the
Amazon Borrower in connection with the Amazon Property. Such fees are subject
and subordinate to the Amazon.com Loan. The Amazon.com Loan documents provide
that upon an event of default, the Lender can require the Amazon Manager to
cease management of the Amazon Property and replace the Amazon Manager with a
new manager approved by Lender.
Release of Parcels. Upon completion of the parking structure, the
parking lot parcel will be released from the lien of the deed of trust.
S-76
<PAGE>
ENVIRONMENTAL MATTERS
The information set forth in this prospectus supplement is based on
information contained in the environmental assessments described under
"Description of the Mortgage Loans--CSFB Underwriting Standards" and "--MSDWMC
Underwriting Standards" and "--NCCB Underwriting Standards."
Environmental Insurance. The Bush Terminal property is an industrial
property located in Brooklyn, New York as to which the Phase I environmental
assessment noted various potential environmental concerns and recommended a
Phase II environmental assessment be performed. In lieu of performing a Phase II
environmental assessment, the lender purchased a Secured Creditor Impaired
Property policy in the amount of $20,300,000 (100% of loan amount) with respect
to that property. In the event of a default by the borrower under the mortgage
loan and the existence of an environmental condition, the policy covers the
outstanding loan balance, subject to the policy's definitions, terms and
conditions. The policy also covers claims made against the lender with respect
to bodily injury, property damage or environmental cleanup costs, also subject
to the policy's definitions, terms and conditions. The policy is for a 15-year
period, is renewable for portions of the coverage subject to terms and
conditions, and has a $75,000 deductible. The insurance company is Commerce and
Industry Insurance Company ("C&I") with a rating of "AAA" by Fitch and S&P. In
addition to the Secured Creditor Impaired Property Policy, the borrower
purchased for the benefit of the lender a $1 million environmental insurance
policy from C&I that protects lenders from certain damages caused by
environmental hazards. This policy has a $25,000 deductible.
The Normandie Village Shopping Center property is located in an area of
known soil and groundwater contamination in Wichita, Kansas. The lender has
purchased a Secured Creditor Impaired Property policy in the amount of
$6,400,000 (125% of loan amount) with respect to that property. In the event of
a default by the borrower and the existence of an environmental condition, the
policy covers the lesser of environmental clean-up costs required by a
governmental entity or the outstanding loan balance, subject to the policy's
definitions, terms and conditions. The policy also covers claims made against
the lender with respect to bodily injury, property damage or environmental
cleanup costs, also subject to the policy's definitions, terms and conditions.
The policy is for the lesser of a 10-year period or the term of the loan, is
renewable subject to terms and conditions, and has a $25,000 deductible. The
insurance company is American International Specialty Lines Insurance Company
("AISLIC") with a rating of "AAA" by Fitch and S&P.
The Inland Star property is an industrial distribution and warehouse
facility. The Phase I environmental assessment did not note any material
environmental concerns. However, since hazardous substances were located on the
property, the borrower has purchased a Secured Creditor Impaired Property policy
in the amount of $16,500,000 (125% of loan amount) with respect to that
property. In the event of a default by the borrower and the existence of an
environmental condition, the policy covers the outstanding loan balance, subject
to the policy's definitions, terms and conditions. The policy also covers claims
made against the lender with respect to bodily injury, property damage or
environmental cleanup costs, also subject to the policy's definitions, terms and
conditions. The policy is for a 15-year period, is renewable for portions of the
coverage subject to terms and conditions, and has no deductible. The insurance
company is AISLIC.
The Phase I environmental assessment that was conducted in connection
with the Settler's Green loan recommended a Phase II environmental assessment be
conducted because of the former use of the property as an airport. In lieu of
conducting the Phase II environmental assessment, lender purchased a Pollution
Legal Liability Select policy in the amount of $1,000,000 with respect to that
property. The environmental firm that conducted the Phase I estimated that the
maximum liability associated with environmental issues was $500,000. In the
event of an environmental expense to the borrower, the policy covers the
environmental clean-up costs, subject to the policy's definitions, terms and
conditions. The policy also covers claims made against the borrower with respect
to bodily injury, property damage or environmental cleanup costs, also subject
to the policy's definitions, terms and conditions. The policy is for a 10-year
period, is renewable subject to terms and conditions, and has a $50,000
deductible. The insurance company is AISLIC.
The IPC Retail Portfolio property known as Comotara Shopping Center is
the site of a former dry cleaning operation, and is located in Wichita, Kansas.
The lender has purchased a Secured Creditor Impaired Property policy in the
amount of $4,600,000 (135% of allocated loan amount) with respect to that
property. In the event of a default by the borrower and the existence of an
environmental condition, the policy covers the outstanding loan balance,
S-77
<PAGE>
subject to the policy's definitions, terms and conditions. The policy also
covers claims made against the lender with respect to bodily injury, property
damage or environmental cleanup costs, also subject to the policy's definitions,
terms and conditions. The policy is for the lesser of an 18-year period or the
term of the loan, is renewable subject to terms and conditions, and has no
deductible. The insurance company is C&I.
The IPC Retail Portfolio property known as Brittany Retail Center is
the site of a former dry cleaning operation, and is located in Wichita, Kansas.
The lender has purchased a Secured Creditor Impaired Property policy in the
amount of $12,500,000 (156% of allocated loan amount) with respect to that
property. In the event of a default by the borrower and the existence of an
environmental condition, the policy covers the outstanding loan balance, subject
to the policy's definitions, terms and conditions. The policy also covers claims
made against the lender with respect to bodily injury, property damage or
environmental cleanup costs, also subject to the policy's definitions, terms and
conditions. The policy is for the lesser of an 18-year period or the term of the
loan, is renewable subject to terms and conditions, and has no deductible. The
insurance company is C&I.
The Johnson Controls property is located on land used by the U.S. Army
as a tank plant location from 1940 until the early 1990s. The soil and
groundwater impact at the property exceeds the contamination level for
residential use but not industrial use. The lender has purchased a Secured
Creditor Impaired Property policy in the amount of $18,000,000 (100% of loan
amount) with respect to that property. In the event of a default by the borrower
and the existence of an environmental condition, the policy covers the
outstanding loan balance, subject to the policy's definitions, terms and
conditions. The policy also covers claims made against the lender with respect
to bodily injury, property damage or cleanup costs resulting from pollution
conditions, also subject to the policy's definitions, terms and conditions. The
policy is for a 20 year period, is renewable subject to the terms and
conditions, and has a $250,000 deductible. The insurance company is C&I.
The Your Extra Attic property is located in the vicinity of two
properties that have reported petroleum releases. The lender has purchased a
Secured Creditor Impaired Property policy in the amount of $3,100,000 (100% of
loan amount) with respect to that property. In the event of a default by the
borrower and the existence of an environmental condition, the policy covers the
lesser of the outstanding loan balance or the clean up costs, subject to the
policy's definitions, terms and conditions. The policy also covers claims made
against the lender with respect to bodily injury, property damage or cleanup
costs resulting from pollution conditions, also subject to the policy's
definitions, terms and conditions. The policy is for a 20 year period, is
renewable subject to the terms and conditions, and has a $10,000 deductible. The
insurance company is AISLIC.
The Conjunctive Points-Pittard Sullivan property, which is part of the
Conjunctive Points Office and Industrial Portfolio loan, was used for aerospace
manufacturing from 1940 until the early 1990s. Investigations revealed soil and
groundwater contamination in the leasehold parking lot of 3545 Hayden Avenue for
which further monitoring may be required. The lender has purchased a Secured
Creditor Impaired Property policy in the amount of $1,500,000 (7.0% of the
portfolio loan amount) with respect to that property. In the event of a default
by the borrower and the existence of an environmental condition, the policy
covers the outstanding loan balance, up to the insurance amount, subject to the
policy's definitions, terms and conditions. The policy also covers claims made
against the lender with respect to bodily injury, property damage or cleanup
costs resulting from pollution conditions, also subject to the policy's
definitions, terms and conditions. The policy is for a 15 year period and is
renewable subject to the terms and conditions. The insurance company is C&I.
CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS
General. For a detailed presentation of the characteristics of the
Mortgage Loans on a loan-by-loan basis, see Annex A hereto.
Due Dates. The Mortgage Loans provide for scheduled payments of
principal and interest to be due on various days (each, a "Due Date") of each
month. With respect to 64 Mortgage Loans (representing approximately 54.3% of
the Initial Pool Balance), the Due Date is the 11th day of each month, with
respect to 146 Mortgage Loans (representing approximately 41.2% of the Initial
Pool Balance), the Due Date is the 1st day of each month and with respect to one
Mortgage Loan (representing 4.5% of the Initial Pool Balance), the Due Date is
the 9th day of each month. No Mortgage Loan has a grace period for payment
defaults that extends beyond the related Determination Date (as defined herein).
S-78
<PAGE>
Mortgage Rates; Calculations of Interest. Seventy-two Mortgage Loans,
representing 14.7% of the Initial Pool Balance, accrue interest on the basis of
a 360-day year consisting of twelve 30-day months (a "30/360" basis). The
balance of the Mortgage Loans accrue interest on the basis of the actual number
of days elapsed in a 360-day year (an "Actual/360" basis). Each of the Mortgage
Loans accrues interest at the related Mortgage Rate, which is fixed for the
entire remaining term to maturity (or, in the case of an ARD Loan, the remaining
term to Anticipated Repayment Date) of such Mortgage Loan. Except as described
below under "--Excess Interest," most of the Mortgage Loans accrue interest at a
higher rate after their respective Anticipated Repayment Dates. Each Mortgage
Loan generally requires the related borrower to make a constant monthly payment
of principal and interest (each, a "Monthly Payment") that is calculated based
on the related Mortgage Rate, the amortization schedule for such Mortgage Loan
and the initial principal balance thereof and (other than the NCCB Mortgage
Loans utilizing an Actual/360 basis) assumes that such Mortgage Loan accrues
interest on a 30/360 basis. As used herein, the term "Mortgage Rate" refers to
the rate at which interest accrues on an ARD Loan (as defined below) prior to
its Anticipated Repayment Date.
Excess Interest. Sixty-seven of the Mortgage Loans, representing 63.1%
of the Initial Pool Balance, are Mortgage Loans (the "ARD Loans") which bear
interest at their respective Mortgage Rates until an Anticipated Repayment Date.
Commencing on the respective Anticipated Repayment Date, such Mortgage Loans
generally will bear interest at a fixed rate (the "Revised Rate") per annum
equal to the Mortgage Rate plus a specified percentage (generally, no more than
2.00%, so long as the Mortgage Loan is included in the Trust Fund). Until the
principal balance of each such Mortgage Loan has been reduced to zero, such
Mortgage Loan will only be required to pay interest at the Mortgage Rate, and
the interest accrued at the excess of the related Revised Rate over the related
Mortgage Rate will be deferred (such accrued and deferred interest and interest
thereon, if any, is referred to herein as "Excess Interest"). The date on which
such Mortgage Loan begins accruing Excess Interest is referred to herein as the
"Anticipated Repayment Date" or "ARD." Except where limited by applicable law,
Excess Interest will not be added to the principal balance of the related
Mortgage Loan but will accrue interest at the Revised Rate. Prior to the
Anticipated Repayment Date, borrowers under ARD Loans generally have entered
into, or will be required to enter into, a lockbox agreement whereby all revenue
generally will be deposited directly into a Lockbox Account (as defined herein)
controlled by the related Servicer (other than with respect to the L'Enfant
Loan) following the Anticipated Repayment Date. From and after the Anticipated
Repayment Date, the related borrower generally will be required to apply all
monthly cash flow from the related Mortgaged Property to pay the following
amounts in the following order of priority: (i) required payments to the tax and
insurance escrow fund and any ground lease escrow fund, (ii) payment of monthly
debt service (at the initial mortgage loan rate and amortization), (iii)
payments to any other required escrow funds, (iv) payment of operating expenses
pursuant to the terms of an annual budget approved by the related Servicer, (v)
payment of approved extraordinary operating expenses or capital expenses not set
forth in the approved annual budget or allotted for in any escrow fund, (vi)
principal on the Mortgage Loan until such principal is paid in full and (vii)
Excess Interest, until paid in full. The cash flow from the Mortgaged Property
securing an ARD Loan after payments of items (i) through (v) above is referred
to herein as "Excess Cash Flow." As described below, each ARD Loan generally
provides that the related borrower is prohibited from prepaying the Mortgage
Loan until one to six months prior to the Anticipated Repayment Date but, upon
the commencement of such period, may prepay the loan, in whole or in part,
without payment of a Prepayment Premium or Yield Maintenance Charge. The
Anticipated Repayment Date for each ARD Loan is listed in Annex A.
The holder of 100% of the Class V-1 Certificates will have the option
for up to two months after the Anticipated Repayment Date for any CSFB Mortgage
Loan which is an ARD Loan, and the holder of 100% of the Class V-2 Certificates
will have the option for up to two months after the Anticipated Repayment Date
for any MSDWMC Mortgage Loan which is an ARD Loan, in each case, to purchase
such ARD Loan at a price equal to its outstanding principal balance plus accrued
and unpaid interest, any unreimbursed Advances with interest thereon and any
special servicing fees due with respect thereto. As a condition to such
purchase, each such holder will be required to deliver an opinion of counsel to
the effect that such purchase (or such right to purchase) would not cause (a)
either REMIC to fail to qualify as a REMIC under the Code (as defined herein) at
any time that any Certificate is outstanding and (b) would not cause the
arrangement between the Trust Fund and the Class V-1 Certificateholders or Class
V-2 Certificateholders, as applicable, to be other than a grantor trust for
federal income tax purposes, and (i) an opinion of counsel to the effect that
such purchase would not result in a gain which would be subject to the tax on
net income derived from prohibited transactions imposed by Code Section
860F(a)(1) or otherwise result in the imposition of any other tax on either
REMIC under the REMIC provisions of the Code or (ii) an accountant's
certification to the effect that such purchase would not result in the
realization of any net income to either REMIC.
S-79
<PAGE>
Amortization of Principal. Certain Mortgage Loans (the "Balloon Loans")
provide for monthly payments of principal based on amortization schedules at
least 60 months longer than their original terms, thereby resulting in
substantial principal amounts due and payable (each such payment, a "Balloon
Payment") on their respective maturity dates, unless previously prepaid. The
remaining Mortgage Loans are either (i) Mortgage Loans that fully amortize or,
in the case of any such Mortgage Loans that accrue interest on an Actual/360
basis, substantially fully amortize, over their terms and are not ARD Loans
(such Mortgage Loans, the "Fully Amortizing Loans") or (ii) ARD Loans.
AMORTIZATION CHARACTERISTICS OF THE MORTGAGE LOANS
% OF INITIAL POOL NUMBER OF
TYPE OF LOAN BALANCE MORTGAGE LOANS
------------ ------- --------------
ARD Loans 63.1% 67
Fully Amortizing Loans
(other than ARD Loans) 3.7% 36
Balloon Loans 33.2% 108
----- ---
TOTAL 100.0% 211
===== ===
Prepayment Provisions. Each Mortgage Loan restricts voluntary
prepayments in one or more of the following ways: (i) by prohibiting any
prepayments for a specified period of time after the date of origination of such
Mortgage Loan (a "Lockout Period"), (ii) by requiring that any voluntary
principal prepayment made during a specified period of time after the date of
origination of such Mortgage Loan or, in the case of a Mortgage Loan also
subject to a Lockout Period, after the date of expiration of such Lockout Period
(a "Yield Maintenance Period") be accompanied by a Yield Maintenance Charge (as
defined below) and/or (iii) by imposing fees or premiums generally equal to a
percentage of the then outstanding principal balance of such Mortgage Loan
("Prepayment Premiums") in connection with full or partial voluntary principal
prepayments for a specified period of time after the expiration of the related
Lockout Period and any Yield Maintenance Period (a "Prepayment Premium Period").
The Mortgage Loans generally permit prepayments to be made either (i) on a Due
Date or (ii) provided that such prepayment is accompanied by interest through
the next Due Date, on any date. All of the Mortgage Loans specify a period of
time (generally one to six months) prior to the maturity date or Anticipated
Repayment Date, as applicable, of such Mortgage Notes during which there are no
restrictions on voluntary prepayments on any Due Date. For the purposes of this
Prospectus Supplement and the statistical information presented herein, (i) the
entire principal balance of each Additional Collateral Loan is deemed to be
subject to a Lockout Period for the related Remaining Lockout period set forth
on Annex A hereto, notwithstanding the fact that Required Prepayments could
occur under such Additional Collateral Loans during such Lockout Period and (ii)
it is assumed that each ARD Loan prepays on the related Anticipated Repayment
Date, notwithstanding the fact that prepayments could occur under such ARD Loans
prior to such Anticipated Repayment Date and that, in either case, such
prepayments would not be accompanied by payment of a Yield Maintenance Charge or
Prepayment Premium. See "Risk Factors--Risks Related to the Mortgage
Loans--Certain Loans May Require Principal Paydowns which May Reduce the Yield
on Your Certificates" and "--Risks Related to The Offered
Certificates--Prepayments and Defaults May Reduce the Yield on Your
Certificates."
The "Yield Maintenance Charge" for any Mortgage Loan providing for such
a charge generally will be equal to the greater of (i) a specified Prepayment
Premium and (ii) the present value, as of the date of such prepayment, of the
remaining scheduled payments of principal and interest on the portion of the
Mortgage Loan being prepaid (including any Balloon Payment or, with respect to
any ARD Loans, the remaining principal balance due on the related Anticipated
Repayment Date) determined by discounting such payments at the Yield Rate, less
the amount prepaid.
Greater detail on specific yield maintenance formulas relating to some
of the Mortgage Loans is provided in Annex A.
The "Yield Rate" generally is defined as a rate equal to a per annum
rate calculated by the linear interpolation of the yields, as reported in
"Federal Reserve Statistical Release H.15 - Selected Interest Rates" under
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<PAGE>
the heading U.S. Government Securities/Treasury constant maturities for the week
ending prior to the date of the relevant prepayment of any Mortgage Loan, of
U.S. Treasury constant maturities with maturity dates (one longer, one shorter)
most nearly approximating the maturity date (or, with respect to ARD Loans, the
Anticipated Repayment Date) of the Mortgage Loan being prepaid or the monthly
equivalent of such rate. Generally, if Federal Reserve Statistical Release H.15
- Selected Interest Rates is no longer published, the Servicers, on behalf of
the Trustee, will select a comparable publication to determine the Yield Rate
with respect to their related Mortgage Loans.
The following table sets forth for the Distribution Date in each
indicated month the percentage of the aggregate Stated Principal Balance of all
Mortgage Loans expected to be outstanding (after giving effect to scheduled
principal payments for the Due Date relating to such Distribution Date) with
respect to which (i) a Lockout Period is in effect, (ii) a prepayment must be
accompanied by (a) a Yield Maintenance Charge, (b) a prepayment penalty equal to
the greater of a Yield Maintenance Charge ("YM" on such table) or a Prepayment
Premium ("Premium" on such table) (the percentage used in calculating which
Prepayment Premium is also set forth in such table) or (c) a Prepayment Premium
(the percentage used in calculating which Prepayment Premium is also set forth
in such table) or (iii) no Lockout Period, Yield Maintenance Period or
Prepayment Premium Period is applicable ("Open" on such table). The following
table was prepared on the basis of the Prepayment Assumptions (as defined
herein) and assumes a 0% CPR (as defined herein). See "Prepayment and Yield
Considerations--Modeling Assumptions."
<PAGE>
CALL PROTECTION ANALYSIS(1)
<TABLE>
<CAPTION>
PREPAYMENT CURRENT 12 24 36 48 60 72
PREMIUM/RESTRICTION JUL-00 JUL-01 JUL-02 JUL-03 JUL-04 JUL-05 JUL-06
-------------------------------------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
LOCKOUT/DEFEASANCE .................... 100.0% 100.0% 100.0% 100.0% 99.3% 98.1% 98.1%
YIELD MAINTENANCE ..................... 0.0% 0.0% 0.0% 0.0% 0.0% 0.5% 0.5%
GREATER OF YIELD MAINTENANCE AND 1% .. 0.0% 0.0% 0.0% 0.0% 0.7% 1.5% 1.5%
GREATER OF YIELD MAINTENANCE AND 0.5% . 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
5% PENALTY ............................ 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
4% PENALTY ............................ 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
3% PENALTY ............................ 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
2% PENALTY ............................ 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
1% PENALTY ............................ 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
OPEN .................................. 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
--------- --------- --------- --------- --------- --------- ---------
TOTAL ................................. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
========= ========= ========= ========= ========= ========= =========
MORTGAGE POOL BALANCE (000S) .......... 1,112,000 1,102,534 1,092,025 1,080,612 1,068,432 1,051,429 1,024,029
% OF CUT-OFF DATE BALANCE ............. 100.0% 99.1% 98.2% 97.2% 96.1% 94.6% 92.1%
<CAPTION>
PREPAYMENT 84 96 108 120
PREMIUM/RESTRICTION JUL-07 JUL-08 JUL-09 JUL-10
-------------------------------------- --------- ------- ------- ------
<S> <C> <C> <C> <C>
LOCKOUT/DEFEASANCE .................... 97.2% 96.2% 85.5% 64.9%
YIELD MAINTENANCE ..................... 0.5% 0.5% 0.0% 0.0%
GREATER OF YIELD MAINTENANCE AND 1% .. 1.5% 1.6% 0.0% 23.0%
GREATER OF YIELD MAINTENANCE AND 0.5% . 0.0% 0.0% 0.0% 0.0%
5% PENALTY ............................ 0.0% 0.0% 0.0% 4.3%
4% PENALTY ............................ 0.0% 0.0% 0.0% 0.0%
3% PENALTY ............................ 0.0% 0.0% 0.0% 0.0%
2% PENALTY ............................ 0.2% 0.5% 0.3% 0.0%
1% PENALTY ............................ 0.0% 1.2% 0.7% 0.0%
OPEN .................................. 0.7% 0.0% 13.5% 7.8%
--------- ------- ------- ------
TOTAL ................................. 100.0% 100.0% 100.0% 100.0%
========= ======= ======= ======
MORTGAGE POOL BALANCE (000S) .......... 1,006,959 892,541 684,662 26,711
% OF CUT-OFF DATE BALANCE ............. 90.6% 80.3% 61.6% 2.4%
</TABLE>
------------
(1) For the purposes of this Prospectus Supplement and the statistical
information presented herein, (i) the entire principal balance of each
Additional Collateral Loan is deemed to be subject to a Lockout Period
for the related Remaining Lockout period set forth on Annex A hereto,
notwithstanding the fact that Required Prepayments could occur under
such loans during such Lockout Period and (ii) each ARD Loan prepays on
the related Anticipated Repayment Date, notwithstanding the fact that
prepayments could occur under such ARD Loans prior to such Anticipated
Repayment Date and that, in either case, such prepayments may not be
accompanied by payment of a Yield Maintenance Charge or Prepayment
Premium.
S-82
<PAGE>
Prepayment Premiums and Yield Maintenance Charges are distributable as
described herein under "Description of the Offered
Certificates--Distributions--Allocation of Prepayment Premiums and Yield
Maintenance Charges."
Unless a Mortgage Loan is relatively near its stated maturity date or
unless the sale price or the amount of the refinancing of the related Mortgaged
Property is considerably higher than the current outstanding principal balance
of such Mortgage Loan (due to an increase in the value of the Mortgaged Property
or otherwise), the Yield Maintenance Charge or Prepayment Premium may, even in a
relatively low interest rate environment, offset entirely or render
insignificant any economic benefit to be received by the borrower upon a
refinancing or sale of the Mortgaged Property. The Yield Maintenance Charge or
Prepayment Premium provision of a Mortgage Loan creates an economic disincentive
for the borrower to prepay such Mortgage Loan voluntarily and, accordingly, the
related borrower may elect not to prepay such Mortgage Loan. However, there can
be no assurance that the imposition of a Yield Maintenance Charge or Prepayment
Premium will provide a sufficient disincentive to prevent a voluntary principal
prepayment. Furthermore, certain state laws limit the amounts that a lender may
collect from a borrower as an additional charge in connection with the
prepayment of a mortgage loan. Even if a borrower does elect to pay a Yield
Maintenance Charge or Prepayment Premium, the Pooling and Servicing Agreement
provides that amounts received from borrowers will be applied to payments of
principal and interest on the Mortgage Loans being prepaid prior to being
distributed as Yield Maintenance Charges or Prepayment Premiums.
The Mortgage Loans generally provide that in the event of an
involuntary prepayment made after an event of default has occurred, a Yield
Maintenance Charge or Prepayment Premium will be due. The enforceability of
provisions providing for payments comparable to the Prepayment Premiums and/or
Yield Maintenance Charges upon an involuntary prepayment is unclear under the
laws of a number of states. No assurance can be given that, at the time a
Prepayment Premium or a Yield Maintenance Charge is required to be made on a
Mortgage Loan in connection with an involuntary prepayment, the obligation to
pay such Prepayment Premium or Yield Maintenance Charge will be enforceable
under applicable state law. See "Certain Legal Aspects of the Mortgage
Loans--Enforceability of Certain Provisions--Default Interest Prepayment Charges
and Prepayment" in the Prospectus.
None of the Depositor or the Mortgage Loan Sellers makes any
representation as to the enforceability of the provision of any Mortgage Loan
requiring the payment of a Prepayment Premium or Yield Maintenance Charge, or of
the collectibility of any Prepayment Premium or Yield Maintenance Charge. See
"Risk Factors--Risks Related to the Offered Certificates--Prepayments And
Defaults May Reduce The Yield On Your Certificates."
Casualty and Condemnation. In the event of a condemnation or casualty
the Mortgage Loans generally require the borrower to restore the related
Mortgaged Property, and the lender may under certain circumstances apply the
condemnation award or insurance proceeds to the repayment of debt, which, in the
case of substantially all of the Mortgage Loans, will not require payment of any
Prepayment Premium or Yield Maintenance Charge. In the case of a majority of the
Mortgage Loans, if the award or loss is less than a specified amount or a
specified percentage of the original principal balance of the Mortgage Loan or
affects less than a specified percentage of Mortgaged Property and if in the
reasonable judgment of the related Servicer or Special Servicer as the case may
be (i) the Mortgaged Property can be restored within the time period specified
in the related loan documents to a state no less valuable or useful than it was
prior to the condemnation or casualty, or would meet a debt service coverage
test, (ii) after a restoration the Mortgaged Property would adequately secure
the outstanding balance of the Mortgage Note and (iii) no event of default under
such Mortgage Loan has occurred or is continuing, the proceeds or award may be
applied by the borrower to the costs of repairing or replacing the Mortgaged
Property.
A limited number of Mortgage Loans provide that if casualty or
condemnation proceeds are above a specified amount, the borrower will be
permitted to supplement such proceeds with an amount sufficient to prepay the
entire principal balance of the Mortgage Loan without Prepayment Premium or
Yield Maintenance Charge. Certain Mortgage Loans provide that, in the event of a
partial prepayment resulting from the occurrence of a casualty or condemnation,
the constant Monthly Payment may be reduced based on the remaining amortization
period, the Mortgage Rate and the outstanding Principal Loan Balance. In such
event, no Prepayment Premium or Yield Maintenance Charge would be required to be
paid.
Defeasance. One-hundred ninety of the Mortgage Loans, representing
93.9% of the Initial Pool Balance, permit the applicable borrower at any time
after a specified period (the "Defeasance Lockout Period"), in all cases
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<PAGE>
not less than two years after the Closing Date, provided no event of default
exists, to obtain a release of a Mortgaged Property from the lien of the related
Mortgage (a "Defeasance Option") if, among other conditions, the borrower
generally (i) pays on any Due Date (the "Release Date") (a) all interest accrued
and unpaid on the principal balance of the Mortgage Note to and including the
Release Date, (b) all other sums, excluding scheduled interest or principal
payments, due under the Mortgage Loan, (c) an amount (the "Collateral
Substitution Deposit") equal to the sum of (x) the remaining principal amount of
the Mortgage Loan or an amount generally equal to 125% of the principal balance
of the related Mortgage for Crossed Loans, or of the Property Release Amount (as
defined herein) of the related Mortgaged Property for Multi-Property Loans, (y)
the amount, if any, which, when added to such amount, will be sufficient to
purchase direct non-callable obligations of the United States of America
providing payments (1) on or prior to, but as close as possible to, all
successive scheduled payment dates from the Release Date to the related maturity
date, assuming, in the case of an ARD Loan, that such Mortgage Loan prepays on
the related Anticipated Repayment Date and (2) in amounts equal to the scheduled
payments due on such dates with respect to that portion of the Note being
defeased and (z) any costs and expenses incurred in connection with the purchase
of such U.S. government obligations and (ii) delivers a security agreement
granting the Trust Fund a first priority lien on the Collateral Substitution
Deposit and the U.S. government obligations purchased with the Collateral
Substitution Deposit and an opinion of counsel to such effect. Additionally, any
Mortgage Loan which has a Defeasance Option generally requires that the borrower
deliver to the lender a letter from an independent public accountant that
confirms that the cash flow from such U.S. government obligations will be
sufficient to timely meet all scheduled loan payments. Each Servicer (or an
assignee thereof) will be responsible for purchasing the U.S. government
obligations on behalf of the borrower at the borrower's expense. Any amount in
excess of the amount necessary to purchase such U.S. government obligations will
be returned to the borrower. Simultaneously with such actions, the related
Mortgaged Property will be released from the lien of the Mortgage Loan and the
pledged U.S. government obligations (together with any Mortgaged Property not
released, in the case of a partial defeasance) will be substituted as the
collateral securing the Mortgage Loan or remaining Crossed Loans, as applicable.
Each Servicer may establish a special purpose trust to hold all such U.S.
government obligations.
In certain of the Mortgage Loans which contain a Defeasance Option, a
successor borrower will assume all of the defeased obligations of a borrower
exercising a Defeasance Option under a Mortgage Loan and the borrower will be
relieved of all of the defeased obligations thereunder. If a Mortgage Loan is
partially defeased in such cases, the related Mortgage Note will be split and
only the defeased portion of the borrower's obligations will be transferred to
the successor borrower.
The Depositor and Mortgage Loan Sellers make no representation as to
the enforceability of the defeasance provisions of any Mortgage Loan. See "Risk
Factors--Risks Related to the Offered Certificates - Prepayments and Defaults
May Reduce the Yield on Your Certificates."
Property Releases. Two of the Multi-Property Loans, representing
approximately 2.4% of the Initial Pool Balance, do not provide for the release
of any related Mortgaged Property prior to payment in full of the Mortgage Loan.
Five of the Multi-Property Loans representing approximately 12.6% of the Initial
Pool Balance and 10 of the Crossed Loans, representing 12.0% of the Initial Pool
Balance, permit a Mortgaged Property to be released from the lien of the related
Multi-Property Loan or Crossed Loan, as applicable, prior to payment in full of
the Mortgage Loan provided that, generally, 125% of the applicable Property
Release Amount or outstanding principal balance, as applicable, be defeased or
prepaid and that the DSCR with respect to the remaining Mortgaged Properties
after defeasance or prepayment, as applicable, be no less than the greater of
(i) a specified DSCR (generally the DSCR at origination) and (ii) the DSCR
immediately prior to such defeasance or prepayment, as applicable.
Lockboxes. Seventy-eight Mortgage Loans, representing approximately
70.2% of the Initial Pool Balance, generally provide that all rents, credit card
receipts, accounts receivables payments and other income derived from the
related Mortgaged Properties will be (i) paid directly into an account (or, in
the case of Multifamily Properties, such income will be collected and deposited
into an account by the manager and, in the case of Hospitality Properties, cash
paid "over-the-counter" will be deposited into an account by the manager) (such
account, a "Lockbox Account") controlled by the related Servicer or, with
respect to the Multiple Note Loans, the holder or servicer of the related Other
Note (a "Hard Lockbox"), (ii) paid to the manager of the Mortgaged Properties,
other than multifamily properties, which will deposit all sums collected into a
Lockbox Account on a regular basis (a "Modified Lockbox") or (iii) collected by
the borrower until such time (if any) as a triggering event (such as the failure
to pay the related Mortgage Loan in full on or before the related Anticipated
Repayment Date or a decline, by
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<PAGE>
more than a specified amount, in the net operating income of the related
Mortgaged Property and/or a failure to meet a specified DSCR) occurs, at which
time all rents derived from the related Mortgaged Property generally will be
directly deposited into a Lockbox Account (a "Springing Lockbox"), which will
generally be administered thereafter on the same terms as a Hard Lockbox. Each
such Mortgage Loan is identified on Annex A hereto as having a "Hard,"
"Modified" or "Springing" Lockbox. For any Hard Lockbox, income deposited
directly into the related Lockbox Account may not include amounts paid in cash
which are paid directly to the related property manager (notwithstanding
requirements to the contrary). Mortgage Loans whose terms call for the
establishment of a Lockbox Account require that amounts paid to the manager of
the related Mortgaged Properties or "over-the-counter" will be deposited into a
Lockbox Account on a regular basis. Lockbox Accounts will not be assets of the
Trust Fund. Overall, the Mortgage Loans provide for Lockbox Accounts as follows:
% OF INITIAL NUMBER OF
TYPE OF LOCKBOX: POOL BALANCE MORTGAGE LOANS
---------------- ------------ --------------
Hard................................... 46.0% 28
Springing.............................. 24.2% 50
None................................... 29.8% 133
----- ---
TOTAL 100.0% 211
===== ===
Escrows. One-hundred fifty-eight Mortgage Loans, representing
approximately 87.4% of the Initial Pool Balance provide for monthly escrows to
cover property taxes and 108 Mortgage Loans, representing approximately 82.3% of
the Initial Pool Balance provide for monthly escrows to cover insurance premiums
on the Mortgaged Properties. The Mortgage Loans, secured by leasehold interests,
generally also provide for escrows to make ground lease payments. Substantially
all of the Mortgage Loans (excluding the NCCB Mortgage Loans), by aggregate
Cut-off Date Principal Balance, require up front and/or monthly funding of
escrows for one or more of the following: ongoing repair and maintenance; tenant
improvement and leasing commission expenses; replacement of furniture, fixtures
and equipment; and/or seasonal fluctuations in occupancy. Such reserves
generally are funded by the related borrower from the operating cashflow of the
Mortgaged Property or otherwise. In addition, the Mortgage Loans (other than the
NCCB Mortgage Loans) generally provide for deferred maintenance reserves in an
amount sufficient to remediate any material deficiencies identified by the
engineering report issued in connection with origination or in certain cases,
the related borrower was required to repair or remediate the deficiency. The
NCCB Mortgage Loans generally require the related borrower to maintain reserves
in amounts equal to 10% of the preceding year's shareholder maintenance
payments. See "Description of the Mortgage Loans--CSFB Underwriting Standards,"
"--MSDWMC Underwriting Standards" and "--NCCB Underwriting Standards" in this
Prospectus Supplement.
Engineering Escrows. Annex A describes various engineering escrows for
the Mortgaged Properties. The following paragraphs describe certain of the
material escrows. The engineering report for the Mortgaged Property known as
Globix World Headquarters identified $1,314,300 in immediate repairs required to
complete the renovation of two floors of the subject building, upgrade the
elevators and repair the roof. At the closing of the Globix World Headquarters
Mortgage Loan, the lender reserved $1,642,876 (representing 125% of the
identified amount) to ensure completion of such repairs.
The engineering report for the Mortgaged Property known as the BMDC
Building identified $2,220,698 required for boiler installation, interior
repairs and ADA compliance. At the closing of the BMDC Building Mortgage Loan,
the lender reserved $2,606,579 (representing 119% of the identified amount) to
ensure completion of such maintenance items.
Litigation. On February 10, 2000, the borrower under the Globix World
Headquarters Mortgage Loan was notified of a mechanic's lien in the amount of
$4,504,100. The borrower is diligently and in good faith contesting the validity
of such lien; however, the lender has reserved $5,630,125 (representing 125% of
the identified amount) to be used by the lender in the event of an adverse
outcome of the related litigation.
On January 28, 2000, a construction lien was filed against the West
Park Plaza property in the amount of $71,414.63 (the "Collas Lien"). On April
19, 2000, the lienor filed a Complaint and Jury Demand in Montana District Court
seeking (i) a determination that its lien is superior to lender's lien on the
West Park Plaza property, (ii) to foreclose on its lien and (iii) a judgment
against the borrower for $71,414.63 for labor and materials, $154,270 for unjust
enrichment and attorneys' fees. The borrower is diligently and in good faith
contesting the validity of the
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<PAGE>
lien and has engaged counsel to attempt dismissal of the litigation. The
borrower has obtained for the lender an endorsement to its title insurance
policy which states that the title company will insure lender from and against
any loss or damage sustained by reason of loss of priority of lender's lien,
which loss of priority is caused by any construction lien being filed and
specifically the Collas Lien.
The anchor tenant at the Dorchester Square Mortgaged Property has
commenced an action against the borrower under the Dorchester Square Mortgage
Loan. Such action is related to the sale of an adjacent parcel to a third party
that leased a portion of the premises to a store that is competitive with the
anchor tenant. The borrower won a motion to dismiss the claim; however, the
plaintiff has appealed the motion. The lender received an opinion of counsel at
the closing which stated that such action was without merit and that counsel
expected a favorable outcome to such litigation. The borrower escrowed with the
lender $420,000 which is 125% of the estimated maximum possible liability that
could be achieved against the borrower.
The sponsor of the borrower under the Lex Tenants Mortgage Loan
commenced an action to collect $248,973.37 (together with interest at the rate
of 10% per annum accruing from November 4, 1988) based upon certain promissory
notes allegedly representing net adjustments due from the borrower to the
sponsor pursuant to the terms of the offering plan for cooperative conversion of
the mortgaged property. The borrower has contested the amounts due and has
asserted several defenses including misrepresentation, non-disclosure and lack
of authority and has commenced an action against the sponsor, its principals and
others for damages resulting from construction defects to the mortgaged
property. An amended and supplemental complaint added claims of fraud,
negligence, breach of contract, deceptive practices and false advertising
against the sponsor. The sponsor has asserted counterclaims against the borrower
based on (i) a claim that the borrower was unjustly enriched by virtue of its
having obtained certain 421-a tax benefits and (ii) alleged breach of fiduciary
duty.
There is an ongoing litigation concerning the L'Enfant Plaza Mortgaged
Property. See "--Significant Mortgage Loans--L'Enfant Plaza."
Equity Investments by the CSFB Mortgage Loan Seller. With respect to
the borrower under the L'Enfant Loan, the CSFB Mortgage Loan Seller (the
"Preferred Interest Holder") is entitled to receive certain preferred
distributions prior to distributions being made to the other partners. No
monthly distribution to the Preferred Interest Holder is permitted to be made
until all required monthly debt service payments, reserve payments, other
payments under the L'Enfant Whole Loan and any obligations to other creditors
have been made when due and all monthly operating expenses with respect to the
related Mortgaged Properties have been paid. See "--Significant Mortgage
Loans--The L'Enfant Loan" in this Prospectus Supplement.
"Due-on-Sale" and "Due-on-Encumbrance" Provisions. The Mortgage Loans
contain "due-on-sale" and "due-on-encumbrance" clauses that in each case permit
the holder of the Mortgage Loan to accelerate the maturity of the Mortgage Loan
if the related borrower sells or otherwise transfers or encumbers the related
Mortgaged Property other than in accordance with the terms of the related loan
documents. Subject to the limitations described herein, the related Special
Servicer will determine, in a manner consistent with the Servicing Standard (as
defined herein), whether to exercise any right the related Special Servicer may
have under any such clause to accelerate payment of the related Mortgage Loan
upon, or to withhold its consent to, any transfer or further encumbrance of the
related Mortgaged Property. Certain of the Mortgage Loans provide that the
Servicer may condition an assumption of the loan on the receipt of an assumption
fee and an assumption application fee (neither of which will be available for
payment of principal or interest on the Certificates). Such an assumption fee
generally is equal to one percent of the then unpaid principal balance of the
applicable Mortgage Note or, in some cases, a smaller fee set forth in the
related Mortgage Loan, in addition to the payment of all costs and expenses
incurred in connection with such assumption. Certain of the Mortgages provide
that such consent may not be unreasonably withheld provided that (i) no event of
default has occurred under the related Mortgage Loan, (ii) the proposed
transferee is creditworthy and has sufficient experience in the ownership and
management of properties similar to the Mortgaged Property, (iii) the Rating
Agencies have confirmed in writing that such transfer will not result in a
qualification, reduction or withdrawal of the then current rating of the
Certificates, (iv) the transferee has executed and delivered an assumption
agreement evidencing its agreement to abide by the terms of the Mortgage Loan
together with legal opinions and title insurance endorsements and (v) the
assumption fee, if any, has been received. See "Certain Legal Aspects of
Mortgage Loans--Secondary Financing; Due-on-Encumbrance Provisions" in the
Prospectus and "Risk Factors--Risks Related to the Mortgage Loans--Some Remedies
May Not Be Available Following a Mortgage Loan Default," and "The Pooling and
Servicing Agreement--Enforcement of `Due-on-Sale' and `Due-on-Encumbrance'
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<PAGE>
Clauses" in this Prospectus Supplement. The Depositor and the Mortgage Loan
Sellers make no representation as to the enforceability of any due-on-sale or
due-on-encumbrance provision in any Mortgage Loan.
Mortgage Provisions Relating to each Special Servicer's Right to
Terminate Management Agreements. Certain of the Mortgage Loans permit the
related Special Servicer to cause the related borrowers to terminate the related
management agreements upon the occurrence of certain events. Certain of the
Mortgage Loans may provide that if the DSCR for such Mortgage Loan falls below a
certain level, the related Special Servicer will have the right to cause the
termination of the related management agreement and replace the manager with a
manager acceptable to such Special Servicer. The Mortgage Loans generally allow
the related Special Servicer to cause the termination of the related management
agreements upon the failure to meet certain performance triggers and/or the
occurrence of certain events of default under the related loan agreements or
mortgage documents. In addition, the related Special Servicer is generally
permitted to cause the termination of a management agreement if the manager
breaches certain provisions of the management agreement which would permit the
termination of such agreement thereunder.
Cross-Collateralization and Cross-Default of Certain Mortgage Loans.
Seven of the Mortgage Loans (the "Multi-Property Loans"), representing 15.0% of
the Initial Pool Balance, are evidenced by one Mortgage Note and secured by more
than one Mortgaged Property. Ten of the Mortgage Loans (the "Crossed Loans"),
representing 12.0% of the Initial Pool Balance, are evidenced by more than one
Mortgage Note and are cross-collateralized with multiple Mortgaged Properties.
Because certain states require the payment of a mortgage recording or
documentary stamp tax based upon the principal amount of debt secured by a
mortgage, the individual Mortgages recorded with respect to certain Crossed
Loans with properties in such states may secure an amount less than the
aggregate of the applicable initial principal balance of the applicable Crossed
Loans. For the same reason, the Mortgages with respect to certain Multi-Property
Loans may secure only a multiple (generally 150%) of the Property Release Amount
of such Mortgaged Property (for Multi-Property Loans) rather than the entire
initial principal balance of the related Mortgage Note. See "Risk Factors--Risks
Related to the Mortgage Loans--Enforceability of Cross-Collateralized and
Cross-Defaulted Mortgage Loans May Be Challenged" in this Prospectus Supplement.
Hazard, Liability and Other Insurance. The Mortgage Loans generally
require that each Mortgaged Property be insured by a hazard insurance policy in
a minimum amount equal to the greatest of (i) the principal balance of the
related Mortgage Loan, (ii) 100% of the full replacement cost of the
improvements and equipment without deduction for physical depreciation and (iii)
such amount necessary to avoid the operation of co-insurance provisions that
would otherwise reduce the amount that the insurer is required to pay, or in an
amount satisfying other similar standards, and by a flood insurance policy if
any part of the improvements located on the Mortgaged Property are located in an
area identified by the Federal Emergency Management Agency as an area having
special flood hazards and for which flood insurance has been made available
under the National Flood Insurance Program in an amount at least equal to the
outstanding principal amount of the related Mortgage Loan (or with respect to
certain Multi-Property Loans, the full insurable value of the related Mortgaged
Property) or the maximum limit of coverage available, whichever is less, or in
an amount satisfying other similar standards, including, estimated exposure.
Certain of the Mortgaged Properties located in earthquake risk areas and subject
to material earthquake risk have been either subject to seismic upgrade (or
appropriate reserves or a letter of credit established for retrofitting), are
subject to a lower loan-to-value limit or are insured by earthquake insurance,
and certain of such insured Mortgaged Properties may be insured in amounts less
than the outstanding principal balance of such Mortgage Loans. Certain of the
Mortgaged Properties located in areas having special hurricane hazards are
insured by hurricane insurance in amounts less than the outstanding principal
balance of such Mortgage Loans. Additional types of insurance may be required.
The hazard insurance policy is generally required to cover loss or damage by
fire and lightning or other risks and hazards covered by a standard "All Risks"
insurance policy including, but not limited to, riot and civil commotion,
vandalism, malicious mischief, burglary and theft. The NCCB Mortgage Loans,
however, require insurance against "all risks" of physical loss or damage.
The Mortgage Loans also generally require that the related borrower
obtain and maintain during the entire term of the Mortgage Loan (i)
comprehensive general liability insurance, including broad form property damage,
blanket contractual and personal injuries coverages and containing minimum
limits per occurrence as specified in the related Mortgage, (ii) rent loss
and/or business interruption insurance in an amount generally equal to the
greatest of (a) the projected gross revenues from operations of the Mortgaged
Property, (b) the projected operating expense (including debt service) for the
maintenance and operation of the Mortgaged Property, and (c) in an amount
satisfying other similar standards, in any such case, for a period of 12 months
or more or a specified longer period
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(depending on the related Mortgage Loan Seller), (iii) insurance against loss or
damage from leakage of sprinkler systems and explosion of steam boilers, air
conditioning equipment, high pressure piping, machinery and equipment, and
pressure vessels, (iv) worker's compensation insurance, (v) except for the NCCB
Mortgage Loans, during any period of repair or restoration, "builders risk"
insurance, and (vi) such other insurance as may from time to time be reasonably
required by the lender in order to protect its interests.
Mortgage Loans which May Require Principal Paydowns. Eight Mortgage
Loans (the "Additional Collateral Loans"), representing approximately 8.3% of
the Initial Pool Balance, are additionally secured by cash reserves or
irrevocable letters of credit that will be released to the related borrowers
upon satisfaction by the borrower of certain leasing-related conditions
including, in certain cases, achievement of certain DSCRs and/or satisfying
leasing conditions within time periods prior to loan maturity. Failure to
satisfy such conditions within the time periods specified therefor may result in
the application of the related reserve or credit enhancement amount (each, a
"Required Prepayment") to partially prepay the related Mortgage Loan.
ADDITIONAL COLLATERAL LOANS
<TABLE>
<CAPTION>
BORROWER
TYPE OF AMOUNT OF REQUIRED TO PAY
MORTGAGE ADDITIONAL ADDITIONAL PREPAYMENT
LOAN SELLER PROPERTY NAME COLLATERAL COLLATERAL RELEASE CONDITIONS CONSIDERATIONS
----------- ------------- ---------- ---------- ------------------ --------------
<S> <C> <C> <C> <C> <C>
CSFB Amazon.com Building Reserve Fund $3,900,000 $1.4 million of the reserve Yield
fund will be released to Maintenance
allow the construction of a Charge
parking facility at the
mortgaged property. Upon
completion of the facility
and payment of increased
rent by Amazon by November 12,
2001, the remainder of the
escrow will be released to the
borrower.
CSFB Cedarmont Debt Service $60,000 By June 1, 2001, (i) the Yield
Apartments Reserve property achieves a DSCR of Maintenance
1.25x based on trailing four Charge
months, and (ii) the property
achieves a DSCR of 1.00x based
on trailing twelve months using
a 10.07% constant.
CSFB Emporium Shoppes Occupancy $500,000 By September 11, 2000, Vitamin Yield
Escrow Fund Shoppes must take occupancy and Maintenance
commence payment of rent. Charge
CSFB Gentry Portfolio Occupancy $465,000 By July 15, 2000, Arcadia Inc. Yield
Escrow Fund (or an acceptable replacement Maintenance
tenant) must take occupancy and Charge
commence payment of rent.
CSFB Avenue of the Arts Occupancy $3,000,000 By June 1, 2001, (i) Capital Yield
Escrow Fund Grille must take occupancy and Maintenance
commence payment of rent, (ii) Charge
the property achieves a DSCR of
1.20x based on trailing three
months, and (iii) the
property achieves a DSCR of
1.00x based on trailing twelve
months using a 9.66% constant.
CSFB Ashley Club Letter of $250,000 Borrower must complete the Yield
Apartments Credit repairs identified in the Maintenance
engineering report within the Charge
time frame specified for such
repairs in the engineering
report.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
BORROWER
TYPE OF AMOUNT OF REQUIRED TO PAY
MORTGAGE ADDITIONAL ADDITIONAL PREPAYMENT
LOAN SELLER PROPERTY NAME COLLATERAL COLLATERAL RELEASE CONDITIONS CONSIDERATIONS
----------- ------------- ---------- ---------- ------------------ --------------
<S> <C> <C> <C> <C> <C>
MSDWMC Central Park Occupancy $2,155,000 The borrower has a one-time Yield
Plaza Shopping Reserve right within 18 months of Maintenance
Center origination to have released Charge
the least of (i) an amount such
that the property maintains a
1.25x DSCR on all funds that
have been released using
the actual loan constant in
effect, (ii) an amount such that
the property maintains a
1.05x DSCR on all funds that
have been released using a
loan constant of 10.09%, or (iii)
an amount equal to 75% of the
value of the property.
MSDWMC Columbia Square Letter of $120,000 Borrower must lease certain Prepayment
Shopping Center Credit vacant space by March 1, 2001. premium
</TABLE>
In addition, the tenant under a lease of a portion of the Mortgaged
Property securing the Berkeley Tower Office and Retail Building Loan has the
option to buy out its lease upon the payment of a specified amount to the
lender, which amount varies based upon the date of exercise of the option. The
lender under that Mortgage Loan has the option in its sole discretion to treat
this payment as a prepayment or to apply these funds to the cost of tenant
improvements. If treated as a prepayment, these funds would result in a
reduction in the principal balance of the Class or Classes then entitled to
receive such prepayment, but would not be accompanied by any Prepayment Premium
or Yield Maintenance Charge. The Pool I Servicer will be directed to apply any
such payment to the related tenant improvement escrow and to not partially
prepay the Berkeley Tower Office and Retail Building Loan.
With respect to any Required Prepayment on any of the Additional
Collateral Loans, the related borrowers are required to pay the prepayment
consideration specified in the table above. The holders of the Class A-X
Certificates and any Class of Offered Certificates then entitled to receive any
such prepayment will receive such payments collected from the borrower.
ADDITIONAL MORTGAGE LOAN INFORMATION
The following tables and Annex A hereto set forth certain information
with respect to the Mortgage Loans and Mortgaged Properties. The statistics in
the following tables and Annex A were primarily derived from information
provided to the Depositor by the Mortgage Loan Sellers, which information may
have been obtained from the borrowers without independent verification.
For purposes of this Prospectus Supplement, including the tables herein
and Annex A:
(1) "Actual Ongoing Capital Items Deposits" means the dollars per Unit
or percentage of revenues required to be deposited in Escrow Accounts
annually and, in certain cases, until a maximum reserve balance is
achieved, under the related Mortgage Loan with respect to Capital Items.
(2) "Allocated Loan Amount" means, for each Mortgaged Property
relating to a Multi-Property Loan, the portion of the principal amount of
the related Multi-Property Loan actually allocated to such Mortgaged
Property in the related Mortgage Loan documents, or allocated solely for
the purpose of presenting statistical information in this Prospectus
Supplement. The Allocated Loan Amount for each Mortgaged Property securing
a Multi-Property Loan was generally determined based on the ratio of the
appraised value of such Mortgaged Property to the aggregate appraised value
of all the Mortgaged Properties securing such Multi-Property Loan or, in
certain cases, based on other economic factors.
(3) "Anchor Tenant" means, with respect to the Retail Properties, a
nationally or regionally recognized tenant, or a credit tenant that
occupies a significant portion of such Mortgaged Property or adjoining
property, or a tenant that occupies more than 20,000 square feet.
S-89
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(4) "Annual Debt Service" means for any Mortgage Loan the annualized
Monthly Payment on such Mortgage Loan. For purposes of determining U/W Net
Cash Flow DSCR and U/W NOI DSCR with respect to the Multiple Note Loans,
DSCR was calculated giving effect to the debt service for the related Other
Note.
(5) "Anticipated Remaining Term" means the term of the Mortgage Loan
from the Cut-off Date to the Anticipated Repayment Date, if applicable, or
the maturity date.
(6) "Anticipated Repayment Date" means for ARD Loans, the date on
which interest begins accruing at the Revised Rate and/or excess cash flow
is retained pursuant to the related lockbox agreements for application to
payment of principal and Excess Interest.
(7) "Cut-off Date Principal Balance/Unit" means the principal balance
per unit, room or pad for multifamily, cooperatives, hotels and
manufactured housing communities or per square foot for substantially all
other property types as of the Cut-off Date.
(8) "Cut-off Date Principal Loan Balance" means the principal balance
of the Mortgage Loan as of the Cut-off Date and, with respect to the
Multi-Property Loans, the Allocated Loan Amount assigned to each related
Mortgaged Property.
(9) "DSCR" or "Debt Service Coverage Ratio" means, with respect to any
Mortgage Loan (a) the U/W Net Cash Flow for the related Mortgaged Property,
divided by (b) the Annual Debt Service for such Mortgage Loan. The
calculation of DSCR may differ from the calculation of the debt service
coverage ratios referred to under "--Description of the Mortgage
Loans--CSFB Underwriting Standards," and "--MSDWMC Underwriting Standards."
For the following tables, the DSCR for each group of Crossed Loans is the
ratio of the aggregate Net Cash Flow for all of the Mortgaged Properties
securing such Crossed Loans to the aggregate Annual Debt Service for the
Crossed Loans in such group. The DSCR for the Crystal Pavilion/Petry
Building Mortgage Loan is calculated with respect to the Crystal
Pavilion/Petry Building Whole Loan, DSCR with respect to the L'Enfant Loan
is calculated based on the L'Enfant Whole Loan and DSCR with respect to
1211 Avenue of the Americas Loan is calculated based on the total of the
1211 Avenue of the Americas A Component and the 1211 Avenue of the Americas
Trust Fund Note. With respect to the Additional Collateral Loans known as
Amazon.com, Avenue of the Arts, Emporium Shoppes and Conroe Assisted
Living, Arlington Assisted Living, Temple Assisted Living, the DSCR was
calculated assuming that the related additional collateral reserves were
applied to reduce the initial principal balances thereof and that the
related required debt service payments were recalculated based upon such
reduced principal balances (such assumption is based on a $2,000,000
reserve for Amazon.com). The DSCR for the Residential Cooperative
Properties is based on U/W Net Cash Flow, as such definition pertains to
Residential Cooperative Properties, divided by the Annual Debt Service for
such Mortgage Loan.
(10) "Insurance Escrowed" indicates, with respect to properties which
are insured under individual property insurance policies, whether a reserve
was established at closing or during the term of such Mortgage Loan to
cover the premium payable thereon.
(11) "Interest Calc." means the method by which interest accrues on
the related Mortgage Loan. "30/360" means interest is calculated on the
basis of a 360-day year consisting of twelve 30-day months. "Actual/360"
means interest is calculated on the basis of a 360-day year and the actual
number of days elapsed in each interest accrual period.
(12) "Lease Expiration Date" means the year in which a Tenant's lease
is scheduled to expire.
(13) "Loan to Value Ratio," "LTV" or "Cut-off Date LTV" is the
outstanding balance of a Mortgage Loan as of the Cut-off Date divided by
the Value of the related Mortgaged Property. The LTV for a group of Crossed
Loans is the ratio of the aggregate Cut-off Date Principal Balance for such
group of Crossed Loans to the aggregate Value for all the related Mortgaged
Properties. The LTV for loans secured by residential cooperatives are
calculated based on value of the properties if converted to rental
properties. The LTV for the Crystal Pavilion/Petry Building Mortgage Loan
is calculated with respect to the Crystal Pavilion/Petry Building Whole
Loan, with respect to the L'Enfant Loan, is calculated based on the
L'Enfant Whole Loan and, with respect to the 1211 Avenue of the Americas
Loan, is calculated based on the aggregate of 1211 Avenue of the Americas
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Trust Fund Note and the 1211 Avenue of the Americas A Component. With
respect to the Additional Collateral Loans known as Amazon.com, Avenue of
the Arts, Emporium Shoppes and Conroe Assisted Living, Arlington Assisted
Living, Temple Assisted Living, LTV was calculated assuming that the
related additional collateral reserves were applied to reduce the initial
principal balances thereof and that the reduced principal balances were
used as a ratio to the Value of the Mortgaged Property (such assumption is
based on a $2,000,000 reserve for Amazon.com).
(14) "Loan to Value Ratio-Cooperative Basis," or "LTV-Co-op Basis" is
the outstanding balance of a Residential Cooperative Mortgage Loan divided
by the Value Co-op Basis of the related Mortgaged Property.
(15) "LTV at ARD or Maturity" or "Anticipated Repayment Date LTV" or
"ARD LTV" for any Mortgage Loan is calculated in the same manner as Cut-off
Date LTV, except that the Mortgage Loan Cut-off Date Principal Balance used
to calculate the Cut-off Date LTV has been adjusted to give effect to the
amortization of the applicable Mortgage Loan to its maturity date or, in
the case of an ARD Loan, to its Anticipated Repayment Date. Such
calculation thus assumes that the appraised value of the Mortgaged Property
securing a Mortgage Loan on the maturity date or Anticipated Repayment
Date, as applicable, is the same as the appraised value as of the Cut-off
Date. There can be no assurance that the value of any particular Mortgaged
Property has not or will not decline from the appraised value. With respect
to the Additional Collateral Loans known as Amazon.com, Avenue of the Arts
and Emporium Shoppes and Conroe Assisted Living, Arlington Assisted Living,
Temple Assisted Living, ARD LTV was calculated assuming that the related
additional collateral reserves were applied to reduce amortized principal
balances at the ARD thereof and that the reduced principal balances were
used as a ratio to the Value of the Mortgaged Property (such assumption is
based on a $2,000,000 reserve for Amazon.com).
(16) "Monthly Payment" means the constant monthly payment set forth in
the related Mortgage Note as being due in August 2000 and, with respect to
any Mortgage Loan that pays only interest on the Cut-off Date, the constant
monthly payment of principal and interest on such Mortgage Loan after such
interest-only period ends (such date being the "First P&I Date").
(17) "1998 NOI," "1999 NOI" and "Most Recent NOI" (which is for the
period ending as of the date specified in Annex A under Most Recent Date)
is the net operating income for a Mortgaged Property as established by
information provided by the borrowers or appraisal, except that in certain
cases such net operating income has been adjusted by removing certain
non-recurring expenses and revenue or by certain other normalizations. 1998
NOI, 1999 NOI and Most Recent NOI do not necessarily reflect accrual of
certain costs such as taxes and capital expenditures and do not reflect
non-cash items such as depreciation or amortization. In some cases, capital
expenditures may have been treated by a borrower or appraiser as an expense
or expenses treated as capital expenditures. The Depositor makes no
representations as to the accuracy of any information provided by any
borrower or with respect to net operating income that may have occurred
since the date of the information provided by each borrower for the related
Mortgaged Property. 1998 NOI, 1999 NOI and Most Recent NOI were not
necessarily determined in accordance with generally accepted accounting
principles. Moreover, 1998 NOI, 1999 NOI and Most Recent NOI are not a
substitute for net income determined in accordance with generally accepted
accounting principles as a measure of the results of a property's
operations or a substitute for cash flows from operating activities
determined in accordance with generally accepted accounting principles as a
measure of liquidity and in certain cases may reflect partial-year
annualizations. "Rev" is gross revenues for the applicable period, as
reported by the related borrower, or, for "U/W Rev," taking into account
certain adjustments thereto in accordance with the underwriting standards
of the applicable Mortgage Loan Seller. 1998 NOI, 1999 NOI and Most Recent
NOI, as such terms relate to operations as a cooperative, are not reflected
in Annex A.
(18) "Most Recent Date" means, if the applicable Mortgage Loan Seller
obtained the Most Recent operating statement available for calendar year
2000 or portion thereof, the date of such operating statement.
(19) "Most Recent Type" means, if the applicable Mortgage Loan Seller
obtained the Most Recent operating statement available, whether such
statement reflects an annualized number or trailing twelve month number.
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(20) "NAP" means not applicable and relates to the omission of Mixed
Use Properties in the calculation of loan amount per unit.
(21) "Net Cash Flow" or "U/W Net Cash Flow" with respect to a given
Mortgage Loan or Mortgaged Property (other than Mortgage Loans relating to
properties on which a residential cooperative building is located (each, a
"Residential Cooperative Property")) means cash flow available for debt
service, as determined by the applicable Mortgage Loan Seller based on
borrower-supplied information or an appraisal for a recent period that is
generally calendar year 1999 or the most recent twelve-month period
preceding the origination date. U/W Net Cash Flow does not reflect debt
service, subordinated ground rent, non-cash items such as depreciation or
amortization, and does not reflect actual capital expenditures and may have
been adjusted by, among other things, (i) in the case of the Multifamily
Properties, rental revenue shown on a recent rent roll was annualized
before applying a vacancy factor without further regard to the terms
(including expiration dates) of the leases shown thereon, (ii) in the case
of certain Office Properties, Industrial Properties and Retail Properties,
determining current revenues from leases in place, (iii) in the case of
certain of the Hospitality Properties, assuming the occupancy rate was
generally the lesser of the actual occupancy rate and an occupancy rate of
78% to account for a high occupancy rate or to reflect new construction in
the market, (iv) assuming a minimum vacancy rate generally equal to the
greater of (a) actual vacancy and (b) 5% to 10%, depending upon property
type, (v) in the case of the Retail Properties, excluding certain
percentage rent, (vi) excluding certain non-recurring income and/or
expenses, (vii) assuming a management fee of 4% to 5% of revenue for a
Hospitality Property, 4% of revenue for multi-tenant commercial and
multifamily Mortgage Loans, a market appropriate management fee for the
NCCB Mortgage Loans and 3% of revenue for single-tenant net leased Mortgage
Loans, (viii) making a 4% to 5% adjustment to room revenues for franchise
fees or marketing fees (if combined with franchise fees) (for all
franchised Hospitality Properties and most unflagged Hospitality
Properties), (ix) where such information was made available to the
applicable Mortgage Loan Seller taking into account new tax assessments and
insurance contracts, (x) in certain cases, assuming that operating expenses
with respect to the Mortgaged Property were greater than actual expenses,
(xi) subtracting from net operating income reserves for actual ongoing
Capital Items (see Annex A) and (xii) in the case of the Retail Properties
and Office Properties, subtracting from net operating income an assumed
allowance for tenant improvements and leasing commissions (see Annex A).
Net Cash Flow in the case of Residential Cooperative Properties generally
equals net operating income at such Residential Cooperative Property, as
determined by an appraisal, assuming such Residential Cooperative Property
was operated as a rental property with rents set at prevailing market rates
taking into account the presence of existing rent controlled or rent
stabilized occupants, reduced by underwritten capital expenditures, a
market-rate vacancy assumption and projected reserves.
Net Cash Flow reflects the calculations and adjustments used by the
applicable Mortgage Loan Seller for its underwriting process and may or may not
reflect the amounts calculated and adjusted by the Rating Agencies for their own
analysis. In addition, Net Cash Flow and the DSCR derived therefrom are not a
substitute for cash flow as determined in accordance with generally accepted
accounting principles as a measure of the results of the property's operations
or a substitute for cash flows from operating activities determined in
accordance with generally accepted accounting principles as a measure of
liquidity. In certain cases, net cash flow deducts amounts for ongoing Capital
Items and tenant improvement and leasing commission reserves but under the
related Mortgage Loan the borrower is not required to fund Escrow Accounts for
such purposes.
Reletting costs and capital expenditures are crucial to the operation
of commercial and multifamily properties. Each investor should make its own
assessment of the level of reletting costs and capital expenditures of the
Mortgaged Properties, and the consequent effect of such costs and expenditures
on the actual net operating income, Net Cash Flow and DSCRs of the Mortgage
Loans. No representation is made as to the future net cash flow of the Mortgaged
Properties, and the Net Cash Flow set forth herein is not intended to represent
such future net cash flow.
(22) "Occupancy" for non-cooperative properties means the percentage
of gross leasable area, rooms, units, pads, beds or sites of the Mortgaged
Property that are leased. Occupancy rates are calculated for the specified
"Occupancy Period" which is a period ending on the indicated date. In
certain cases, Occupancy reflects the average occupancy rate over a period
of time. The Occupancy Period may be the trailing twelve months or shorter
period ending on the indicated date, or the occupancy rate as of the
indicated date.
S-92
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Occupancy for Residential Cooperative Properties is as underwritten in the
applicable appraisal as a multi-family rental, and not based on actual
cooperative occupancy.
(23) "Original Amortization Term" means the number of months, based on
the constant Monthly Payment as stated in the related Mortgage Note or loan
agreement, that would be necessary to reduce the original principal balance
of the related Mortgage Note substantially to zero if interest on such
Mortgage Note were calculated based on twelve 30-day months and a 360-day
year.
(24) "Original Principal Loan Balance" means the principal balance of
the Mortgage Loan as of the date of origination.
(25) "Ownership Interest" means the real property interest which is
encumbered by the related Mortgage.
(26) "% of Total Square Feet" or "% of Total SF" means the square feet
leased to a Tenant as a percentage of the gross square feet of the
Mortgaged Property.
(27) "Property Release Amount" means, for each Mortgaged Property, the
portion of principal of the related Multi-Property Loan or Crossed Loan
allocated to such Mortgaged Property for certain purposes (including
determining the release prices of properties, if permitted) under such
Multi-Property Loan or Crossed Loan as set forth in the related loan
documents. There can be no assurance, and it is unlikely, that the Property
Release Amounts represent the current values of individual Mortgaged
Properties, the price at which an individual Mortgaged Property could be
sold in the future to a willing buyer or the replacement cost of the
Mortgaged Properties.
(28) "Real Estate Taxes Escrowed" indicates whether a reserve was
established at closing or during the term of such Mortgage Loan to cover
property taxes.
(29) "Remaining Amortization Term" for each Mortgage Loan is the
related Original Amortization Term minus the related Seasoning.
(30) "Remaining Lockout" means the period of the term of the related
Mortgage Loan from the Cut-off Date during which the Mortgage Loan may not
be voluntarily prepaid, including the period, if any, during which the
Mortgage Loan may be defeased. The entire principal balance of each
Additional Collateral Loan is deemed to be subject to a Lockout Period for
the related Remaining Lockout period set forth on Annex A hereto.
(31) "Remaining Lockout and YM" means the period ending on the later
of the last day of the Remaining Lockout and the first day on which the
Mortgage Loan may be prepaid without payment of a Yield Maintenance Charge.
(32) "Remaining Lockout and YM and Penalties" means the period ending
on the later of the last day of the Remaining Lockout and YM and the first
day on which the Mortgage Loan may be prepaid without payment of any
penalty.
(33) "Seasoning" means, with respect to any Mortgage Loan, the number
of months from and including the month in which the first Due Date occurs
to and including the month of the Cut-off Date.
(34) "Stated Maturity Date" means the maturity date of the Mortgage
Loan as stated in the related Mortgage Note or loan agreement.
(35) "Tenant Improvement and Leasing Commission Reserve Upfront,"
"Tenant Improvement and Leasing Commission Reserve Ongoing" indicates
whether a reserve was established at closing or during the term of such
Mortgage Loan to cover certain anticipated leasing commission and/or tenant
improvement costs which might be associated with the re-leasing of the
space occupied by tenants whose leases expire within the term of such
Mortgage Loan, and, in certain cases, until a maximum reserve balance is
achieved. The reserves may be in the form of cash or letters of credit from
investment grade entities.
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(36) "Tenant 1," "Tenant 2" and "Tenant 3" (each, a "Tenant") mean,
with respect to Office Properties, Industrial Properties, Mixed Use
Properties and Retail Properties, the largest, second largest and third
largest Tenants, respectively, with respect to such properties, as
applicable. With respect to Retail Properties, such Tenants may constitute
Anchor Tenants.
(37) "Units" and "Unit of Measure" mean the number of units, pads,
rooms or square footage with respect to the Mortgaged Property.
(38) "U/W NOI" or "Underwritten NOI" means Net Cash Flow before
deducting for Capital Items, tenant improvements and leasing commissions.
(39) "Value" means for each of the Mortgaged Properties, the appraised
value of such Mortgaged Property as determined by an appraisal thereof and
generally in accordance with MAI standards generally made not more than 18
months prior to the origination date of the related Mortgage Loan. In
general MAI appraisals were obtained on all of the Mortgaged Properties.
For residential cooperative properties, "Value" means the value of such
Mortgaged Property as a multifamily rental building as set forth in the
appraisal.
(40) "Value-Co-op Basis" means, for the Residential Cooperative
Mortgage Loans, an amount calculated based on the market value (determined
by an MAI appraisal) of the related Mortgaged Property as if operated as a
residential cooperative.
(41) "Weighted Average LTV" and "Weighted Average DSCR" are the
weighted average of the Loan to Value Ratios and Debt Service Coverage
Ratios for each Mortgage Loan, weighted on the basis of the Cut-off Date
Principal Balances thereof.
(42) "Year Built" means the year in which the respective Mortgaged
Property was built.
(43) "Year Renovated" means the year in which the respective Mortgaged
Property was most recently renovated.
Due to rounding, percentages in the following tables may not add to
100% and amounts may not add to indicated total or subtotal.
For purposes of Annex A, the following footnotes apply:
The tables below set forth certain summary information regarding the
Mortgage Loans. See Annex A hereto for certain characteristics of Mortgage Loans
on a loan-by-loan basis. All percentages of Initial Pool Balances used herein
and in Annex A are based upon the Cut-off Date Principal Balance of the related
Mortgage Loan or, with respect to each Multi-Property Loan are based upon the
Allocated Loan Amount of the related Mortgaged Property. Crossed Loans are
treated as one Mortgage Loan in the tables below and in Annex A for the purpose
of calculating DSCR and LTV. All weighted average information regarding the
Mortgage Loans reflects weighting of the Mortgage Loans by their Cut-off Date
Principal Balances or, with respect to Multi-Property Loans, Allocated Loan
Amounts. The "Cut-off Date Principal Balance" of each Mortgage Loan is equal to
the unpaid principal balance thereof as of the Cut-off Date, after application
of all payments of principal due on or before such date, whether or not
received. All numerical information provided herein and in Annex A with respect
to the Mortgage Loans is provided on an approximate basis. Certain statistical
information set forth herein may change prior to the date of issuance of the
Certificates due to changes in the composition of the Trust Fund prior to the
Closing Date. See "--Changes in Mortgage Loan Characteristics" below.
S-94
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<TABLE>
<CAPTION>
LOAN PROPERTY BORROWER
NO. NAME NAME
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 Selig - 1000 2nd Avenue Selig Real Estate Holdings Eleven, L.L.C.
3 1211 Avenue of the Americas JT 1211, L.P.
6 Hastings Village Hastings Village Investment Company, L.P.
4 IPC Retail-Summary IPC Retail Properties, LLC
7 Crystal Pavilion/Petry Building Summary Madison Third Building Companies LLC
8 L'Enfant Plaza Potomac Creek Associates LP
9 Claypool Embassy Suites Claypool Holdings, LLC
10 BMDC Building MCM Huntsville Finance Company LLC
11 Gentry Portfolio-Summary GPP, LLC
12 Amazon.com Tower WRC.COM Tower LLC et al
13 Avenue of the Arts TRO Avenue of the Arts, L.P.
14 Conjunctive Points Office and Industrial Portfolio CONJUNCTIVE POINTS PROPERTIES I, L.P.
15 Globix World Headquarters ATC Merger Corporation
16 Bush Terminal Bldgs. 19 & 20 19-20 Industry City Associates, LLC
17 Northwood Plaza Shopping Center Northwood Plaza, LLC
18 Alexandria Real Estate Equities-Summary ARE-377 Plantation Street, LLC and ARE-6166 Nancy
19 Johnson Controls Warren Tank Development Associates, LLC
23 Suburban Lodge V Summary SLAM Properties V, LLC
24 Inland Star Distribution Center 3146 South Chestnut Partners, LLC
25 West Park Plaza ACG-West Park Plaza Investors, LLC
26 295 & 305 Foster Street Office/R&D Buildings 295/305 Foster Street Associates, LLC
27 Central Park Plaza Shopping Center San Mateo CPP Assocs., LLC; CHL CCP Assocs., LLC;
28 Loma Palisades Business Center Loma Palisades, LLC
29 Holiday Inn on the Beach Seawall Investments, LLC
30 Sheraton Four Points Hotel & Suites Wburg Hotel, LLC
31 Doric Apartment Corporation Doric Apartment Corporation
32 Lofts at Infinity Court Sasson, LLC
33 Hacienda Village Mobile Home Park Hacienda Village Manufactured Home Communities,LTD
37 Henry Cogswell College Building Port Gardner Partners, L.P.
38 Athens West Shopping Center Athens West Associates, L.P.
39 Briarwood Hill Apartments CZJ Briarwood, L.P.
2 Selig - 190 Queen Anne Building Selig Real Estate Holdings Sixteen, L.L.C.
40 520 US Highway 22 S/K 520 Associates
41 Chene Square Ammori Investment, Inc.
42 Penn Branch Shopping Center PBSC, LLC
43 City Centre II City Centre II Partners
44 Gulfstream Office Buildings Gulfstream Worldwide, Ltd.
45 Fort Tryon Apartments Corp. Fort Tryon Apartments Corp.
46 Del Alba Plaza Pittsfield Center, LLC
47 4001 Brandywine Office Building Jemal's Tower L.L.C.
48 Anderson and Beechmont Shopping Plaza Beechmont Twins, LLC
49 Dick's Sporting Goods Meg Dicks Durham LLC
20 Conroe Assisted Living Conroe Assisted Living, Ltd, et al
50 Inwood Owners, Inc. Inwood Owners, Inc.
51 Hampton Inn Dulles South Renthotel Chantilly, LLC
52 Cascade Citi Center Cascade Citi-Center, LLC
53 Lex Tenants Corp. Lex Tenants Corp.
54 Coventry Health Care Office Building AVG-COVENTRY, LLC
55 Journey Business Park Journey Multi-Tenant Partners, LLC
56 4600 Powder Mill Dengar Belt Limited Liability Limited Partnership
5 Normandie Village Shopping Center Normandie Village Associates, L.P.
34 345 East 56th Street Greenwich Associates, LLC-2
57 Mercede Executive Park The Mercede Executive Park Limited Partnership
58 The Suite Hotel Orchid Holdings, Inc.
59 Berkeley Tower Office and Retail Building Encinal Industries, Inc.
60 Ridgecrest Terrace Apartments Ridgecrest Terrace Apartments, L.L.C.
61 The Willows Apartments Willirving, L.L.C.
62 The Ponds Cooperative Homes, Inc. The Ponds Cooperative Homes, Inc.
63 St. Mathews Apartments 6833 Shore Road Associates, L.P.
64 Settler's Green Village Settlers' R2, Inc.
65 College Park Shopping Center CPSC Limited Partnership
66 Holiday Inn Victoria Harrods Hotels, Ltd.
67 LawMan Properties Summary LawMan Properties, L.L.C.
21 Arlington Assisted Living Arlington Assisted Living, et al
68 4077 Owners Corp. 4077 Owners Corp.
69 Brigham Business Park - Buildings 41 and 53 Mountaintop Corporation
70 Westgate Park Apartments FF Park Lane Associates, L.P.
71 Northridge Village Apartments N.R.A. Lubbock Investments, L.P.
72 Hooper Building Leesburg Pike Associates Family Limited Partnershi
73 Xerox Industrial Building LBA Fund IV-A, LLC
74 411 West End Avenue Owners Corp. 411 West End Avenue Owners Corp.
75 Caanan Medical Center AWW Associates, Inc.
76 Swan Way Building TCC Swan Way LLC
77 Wellesley Inn and Suites Bravo Enterprises U.S.A., LLC
78 Casa Palm Apartments Casa Palms, LLC
79 Clarion Hotel Tuscon Airport JBR Hospitality Group, LLC
80 Marsh Highlands Apartments Marsh Highlands Carrollton, LTD.
81 Brandon Oaks Apartments Wicasset Apartments, L.P.
82 The Emporium Shoppes Okee, LLC
83 420 Fifth Avenue Fifth Avenue Properties LLC
84 Rockledge House Owners Corp. Rockledge House Owners Corp.
85 6320 Lamar Building NNN 6320 Lamar, LLC; Dodge Trust, LLC; and Newman
86 Columbia Square Shopping Center Mroczek Washington Properties, LLC
87 490 West End Apartments Corp. 490 West End Apartments Corp.
88 Your Extra Attic Self Storage Your Extra Attic-Lower Roswell, L.P.
89 1050 Tenants Corp. 1050 Tenants Corp.
90 Roseville Shopping Center Roseville Fairview, LLC
22 Temple Assisted Living Temple Assisted Living, et al
91 8-24 Griffin Way Air Freight Building Urs P. Gauchat, as trustee of Logan Realty Trust
92 Driftwood Apartments Driftwood Apartment Corp.
93 Village Green Apartments Wentwood Capital Fund VIII, L.P.
94 Rochester Depot Funiture Executives No. 5, L.P.
95 Gart Sports Store Mroczek Oregon Properties, LLC
96 Moyock Commons Shopping Center N2RE Moyock, LLC
97 51585 Owners Corp. 51585 Owners Corp.
98 Flamingo Village Plaza Flamingo Village Plaza, LLC
99 156 East 79th Street Corporation 156 East 79th Street Corporation
100 211 Thompson Owners Corp. 211 Thompson Owners Corp.
101 Fairhaven Mobile Home Park Fairhaven Mobile Home Park, L.C.
102 Timber Ridge Apartments T.R. - Timber Ridge Apartments, L.L.C.
103 Dorchester Square Shopping Center JD Associates Limited Partnership
104 SouthTrust Office Center Advanced Horizons V, L.L.C.
105 Park Trailer Homes Long Beach Arbor Associates, LLC
106 Jaxboro Corp. Jaxboro Corp.
107 Parkway Towers Owners Corp. Parkway Towers Owners Corp.
108 Casa de Loma Apartments C.D.L. Apts., L.L.C.
109 Tracy Tenants Corp. Tracy Tenants Corp.
110 270 West 11th Street Owners Corp. 270 West 11th Street Owners Corp.
111 201 W. 89 Owners Inc. 201 W. 89 Owners Inc.
112 Comfort Inn Archdale Laxmi Hospitality, Inc.
113 The Twelve Seventy Fifth Ave. Cooperative, Inc. The Twelve Seventy Fifth Ave. Cooperative, Inc.
114 Mt. Holly Self Storage Mount Holly, LLC
115 Fairfield Views Inc. Fairfield Views Inc.
116 Ashley Club Apartments Beresford Associated, Ltd.
117 7401 Apt. Corp. 7401 Apt. Corp.
118 Adams & Tabor Shopping Center Adams & Tabor Real Estate LP
119 Pinewood Village Apartments Matthew Krumpotic & Rachel L. Krumpotic Living Tru
120 Bradley Distribution Center Blackdog I, LLC
121 Cedarmont Apartments Cedarmont, L.P.
122 Comfort Inn, Darien Jay Kisan, Inc.
123 Parker Plaza South Industrial Building Parker Plaza South LLC
124 414 West 121st Street Apartment Corp. 414 West 121st Street Apartment Corp.
125 Eckerd Drug Store The Strianese Family Limited Partnership
126 Hibiscus Mobile Home Park Hibiscus Mobile Home Park Limited Partnership
35 136 East 76th Street Greenwich Associates, LLC-3
127 63-61 99th Street Owners Corp. 63-61 99th Street Owners Corp.
128 Spring Creek Office Spring Creek Office Center, L.P.
129 The Waywest Tenants The Waywest Tenants
130 271 Tenants Corp. 271 Tenants Corp.
131 84 Drive Homes, Inc. 84 Drive Homes, Inc.
132 Savoy Owners Corp. Savoy Owners Corp.
133 Eden South Apartments Cowan-Pender Investments, L.L.C.
134 19 William Street Owners' Corp. 19 William Street Owners' Corp.
135 Amagansett Dunes Amagansett Dunes Apartments Corp.
136 35 W. 9 Owners Corp. 35 W. 9 Owners Corp.
137 Lorraine Apartments Lorraine Manor Apartments LLC
138 854 West 181 Corp. 854 West 181 Corp.
139 Irvington Campbell Shopping Center LEON, LLC
140 Windsor Terrace Apts., Inc. Windsor Terrace Apts., Inc.
141 Riverdale Commons Ltd. Riverdale Commons Ltd.
142 Envirwood Executive Plaza Lembo Feinerman Mount Pleasant Trust
143 Prince Tower Tenants Corp. Prince Tower Tenants Corp.
36 1385 Boston Post Road Greenwich Asociates, LLC-5
144 Flamingo MHP Flamingo Limited Partnership
145 Cascade Apartments Cascade Apartments Limited Partnership
146 Museum Court Apartment Corp. Museum Court Apartment Corp.
147 Lake Shore Towers Cooperative Lake Shore Towers Cooperative
Building Corporation Building Corporation
148 21-25 East Sunrise Highway Retail Center Freeport Henry Realty, LLC
149 534 Broadway 534 Broadway Associates, L.L.C.
150 5425 Valles Avenue Owners Corp. 5425 Valles Avenue Owners Corp.
151 16 East 96th Apartment Corp. 16 East 96th Apartment Corp.
152 Victory Plaza Victory Woodman Retail Center, LLC
153 Pan American Logistics Center Pan American Logistics Center Inc.
154 Stonelea Manor Owners Corporation Stonelea Manor Owners Corporation
155 Tudor Owners Corp. Tudor Owners Corp.
156 Rocinante Corp. Rocinante Corp.
157 30 Clinton Place Owners, Inc. 30 Clinton Place Owners, Inc.
158 Park Plaza Townhomes Rothchild Investment Corporation
159 Medium Lipstick, Ltd. Medium Lipstick, Ltd.
160 Hollywood Video - Tucson Tucson Irvington, L.L.C.
161 Winchester & Hood Gardent Homes Winchester & Hood Gardent Homes
Mutual Ownership Trust Mutual Ownership Trust
162 Riverbank Apartment Corp. Riverbank Apartment Corp.
163 1235-1245 Astor Street Corporation 1235-1245 Astor Street Corporation
164 451 West Owners Ltd. 451 West Owners Ltd.
165 Charlton Tenants Corp. Charlton Tenants Corp.
166 319 East 73rd Street Owners Corp. 319 East 73rd Street Owners Corp.
167 Vernon House, Inc. Vernon House, Inc.
168 55 Ehrbar Tenants Corp. 55 Ehrbar Tenants Corp.
169 104-106 Bedford Owners Corp. 104-106 Bedford Owners Corp.
170 124 West 109 St. Corp. 124 West 109 St. Corp.
171 Montauk Terrace Co-operative Apts., Inc. Montauk Terrace Co-operative Apts., Inc.
172 124 East 84th St. Corporation 124 East 84th St. Corporation
173 130 West 16 Owners Inc. 130 West 16 Owners Inc.
174 Cloister Apt. Corp. Cloister Apt. Corp.
175 1125 Lorimer Street Housing Corporation 1125 Lorimer Street Housing Corporation
176 171 Duane Street Owners Corp. 171 Duane Street Owners Corp.
177 Summit-Parmley Company Summit-Parmley Company
178 521 East 88th Owners Corp. 521 East 88th Owners Corp.
179 Paridon House Incorporated Paridon House Incorporated
180 10 Westview Avenue Tenants Corp. 10 Westview Avenue Tenants Corp.
181 91st Street Tenants Corp. 91st Street Tenants Corp.
182 251 Pacific Owners Corp. 251 Pacific Owners Corp.
183 32 West 96th Street Tenants Corp. 32 West 96th Street Tenants Corp.
184 133 West 24th Street Corporation 133 West 24th Street Corporation
185 670 President Street Housing Corp. 670 President Street Housing Corp.
186 504 East 6th Street Owners, Inc. 504 East 6th Street Owners, Inc.
187 348-78 Housing Corporation 348-78 Housing Corporation
188 Village Place Corp. Village Place Corp.
189 J.W. Weber House Corp. J.W. Weber House Corp.
190 48 West 86th Street Tenants Corp. 48 West 86th Street Tenants Corp.
191 205 Hicks Street Apartment Corporation 205 Hicks Street Apartment Corporation
192 91 & 95 28th Street Jackson Heights, Inc. 91 & 95 28th Street Jackson Heights, Inc.
193 200 President Street Corp. 200 President Street Corp.
194 315 West 103rd St. Tenants Corp. 315 West 103rd St. Tenants Corp.
a/k/a 315 West 103rd Street Tenants Corp. a/k/a 315 West 103rd Street Tenants Corp.
195 53 Montgomery Place Housing Corporation 53 Montgomery Place Housing Corporation
196 White Street Loft Corp. White Street Loft Corp.
197 801 Union Street Owners Corp. 801 Union Street Owners Corp.
198 719 Carroll Owners Corp. 719 Carroll Owners Corp.
199 806 Washington Owners Corp. 806 Washington Owners Corp.
200 416 Clermont Owners Corp. 416 Clermont Owners Corp.
201 478 12th St. Tenants Corp. 478 12th St. Tenants Corp.
202 55 7th Avenue Tenants Corp. 55 7th Avenue Tenants Corp.
203 59 Park Place Corp. 59 Park Place Corp.
204 166 West 94 Owners Corp. 166 West 94 Owners Corp.
205 22 West 76th Street Corporation 22 West 76th Street Corporation
206 320 East 14th Street Owners Corp. 320 East 14th Street Owners Corp.
207 781 Union Street Owners Corporation 781 Union Street Owners Corporation
208 337 Sackett Apartment Corp. 337 Sackett Apartment Corp.
209 8940 Colonial Owners Corp. 8940 Colonial Owners Corp.
210 229 East 81st Street Owners, Inc. 229 East 81st Street Owners, Inc.
211 106-19 19th Street Jackson Heights Inc. 106-19 19th Street Jackson Heights Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF PRIMARY STATED ANTICIPATED
LOAN DATE MONTHLY MORTGAGE SERVICING INTEREST MATURITY REPAYMENT
NO. BALANCE PAYMENT RATE FEE RATE CALC. DATE DATE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 54,245,305.13 $ 400,254.90 7.9900% 0.0700 Actual/360 5/11/2029 5/11/2009
3 50,000,000.00 377,664.38 7.7500% 0.0000 30/360 4/9/2030 4/9/2010
6 44,000,000.00 326,852.80 8.1300% 0.0700 Actual/360 4/11/2031 4/11/2010
4 42,422,744.71 294,887.26 7.2500% 0.0700 Actual/360 6/11/2028 6/11/2008
7 39,892,258.20 282,572.59 7.3250% 0.0700 Actual/360 7/11/2028 7/11/2008
8 36,969,932.96 265,812.50 7.6400% 0.0100 Actual/360 10/11/2028 10/11/2008
9 29,847,318.03 248,684.57 8.8500% 0.0700 Actual/360 1/1/2025 1/1/2010
10 25,306,142.04 204,315.33 9.0100% 0.0700 Actual/360 2/11/2030 2/11/2010
11 24,972,537.42 184,621.75 8.0700% 0.0700 Actual/360 5/11/2030 5/11/2010
12 22,986,862.83 181,516.34 8.7850% 0.0700 Actual/360 6/11/2030 6/11/2010
13 21,476,820.35 160,013.35 8.1500% 0.0700 Actual/360 5/11/2030 5/11/2010
14 21,437,257.72 171,194.74 8.9000% 0.1000 Actual/360 4/1/2030 4/1/2010
15 20,912,730.29 178,537.80 9.1600% 0.0300 Actual/360 2/11/2025 2/11/2010
16 20,278,588.24 152,221.79 8.2300% 0.0700 Actual/360 5/11/2010
17 19,565,134.14 142,311.17 7.8100% 0.0700 Actual/360 4/1/2009
18 18,842,308.71 148,146.76 8.7100% 0.0700 Actual/360 1/11/2030 1/11/2010
19 17,965,452.55 146,235.48 8.4600% 0.0700 Actual/360 5/1/2024 5/1/2010
23 14,244,826.59 114,325.26 8.2500% 0.0700 Actual/360 1/1/2009
24 13,188,509.35 105,261.79 8.9000% 0.0400 Actual/360 5/11/2010
25 12,671,975.77 89,716.10 7.4200% 0.0700 Actual/360 5/1/2008
26 12,175,969.49 94,365.59 8.5200% 0.0700 Actual/360 7/1/2006
27 11,954,009.59 90,320.77 8.2700% 0.0700 Actual/360 12/1/2029 11/1/2009
28 11,812,857.72 87,364.86 8.0200% 0.0700 Actual/360 9/1/2009
29 11,733,374.78 101,762.33 9.3900% 0.0400 Actual/360 5/11/2025 5/11/2010
30 10,534,175.36 89,403.76 9.1200% 0.0700 Actual/360 5/11/2025 5/11/2010
31 10,476,847.15 84,560.93 9.0100% 0.0800 30/360 3/1/2010
32 9,936,859.25 74,074.77 8.1000% 0.0700 Actual/360 8/1/2009
33 9,919,464.22 69,440.24 7.4500% 0.0700 Actual/360 11/1/2009
37 8,702,596.29 64,304.31 8.0000% 0.0700 Actual/360 1/1/2009
38 8,674,158.57 64,876.64 8.1100% 0.0700 Actual/360 4/1/2009
39 8,670,770.93 65,850.13 8.3300% 0.0700 Actual/360 1/11/2010
2 8,196,405.93 60,478.08 7.9900% 0.0700 Actual/360 5/11/2029 5/11/2009
40 7,903,372.41 58,134.16 7.3100% 0.0700 30/360 9/1/2024
41 7,840,696.75 63,010.00 8.9800% 0.0700 Actual/360 6/11/2030 6/11/2010
42 7,713,309.31 60,496.95 8.7000% 0.0700 Actual/360 5/11/2030 5/11/2010
43 7,692,033.79 58,118.41 8.3000% 0.0700 Actual/360 4/11/2030 4/11/2010
44 7,493,174.69 59,002.53 8.7500% 0.0700 Actual/360 6/11/2030 6/11/2010
45 7,345,320.67 56,028.95 8.1900% 0.0800 30/360 2/1/2008
46 7,055,675.07 49,482.89 7.5100% 0.0400 Actual/360 4/11/2030 4/11/2010
47 6,944,381.97 51,901.31 8.1100% 0.0700 Actual/360 5/1/2009
48 6,776,640.15 51,038.33 8.2400% 0.0700 Actual/360 1/1/2010
49 6,728,491.88 54,183.08 8.9900% 0.0700 Actual/360 3/11/2030 3/11/2010
20 6,688,280.82 56,773.55 9.1300% 0.0700 Actual/360 6/11/2025 6/11/2010
50 6,649,562.54 47,279.51 7.4900% 0.0800 Actual/360 9/1/2009
51 6,298,150.75 52,065.60 8.6700% 0.0700 Actual/360 5/1/2009
52 6,212,131.71 43,969.62 7.5300% 0.0700 Actual/360 5/1/2009
53 6,195,455.92 45,782.26 8.5700% 0.0800 30/360 4/1/2010
54 6,171,178.23 46,099.95 8.1400% 0.0700 Actual/360 11/1/2009
55 5,964,271.45 44,151.42 8.0300% 0.0700 Actual/360 9/1/2009
56 5,962,822.77 44,091.22 7.2500% 0.0700 30/360 1/1/2009
5 5,742,385.20 37,720.22 6.6600% 0.0700 Actual/360 6/11/2028 6/11/2008
34 5,645,277.24 50,260.43 8.6000% 0.0600 Actual/360 1/1/2010
57 5,616,636.44 46,451.12 8.7500% 0.0700 Actual/360 12/11/2024 12/11/2009
58 5,579,826.88 50,611.17 9.9300% 0.0700 Actual/360 2/11/2025 2/11/2010
59 5,514,002.32 39,064.28 7.5600% 0.0700 Actual/360 8/1/2009
60 5,460,250.71 43,909.69 8.8200% 0.0700 Actual/360 6/11/2030 6/11/2010
61 5,432,363.29 41,828.56 8.4800% 0.0700 Actual/360 1/11/2030 1/11/2010
62 5,292,832.32 40,978.52 8.9000% 0.0800 Actual/360 2/1/2010
63 4,986,773.33 39,513.71 8.8000% 0.0700 Actual/360 2/11/2030 2/11/2010
64 4,970,597.02 36,967.46 8.0800% 0.0700 Actual/360 9/1/2029 9/1/2009
65 4,872,559.87 37,356.28 7.7400% 0.0700 Actual/360 4/1/2009
66 4,861,094.43 42,220.54 9.3900% 0.0700 Actual/360 3/11/2025 3/11/2010
67 4,770,112.16 34,720.08 7.8500% 0.0800 Actual/360 9/1/2009
21 4,718,021.69 40,048.98 9.1300% 0.0700 Actual/360 6/11/2025 6/11/2010
68 4,477,465.75 29,468.99 7.8200% 0.0800 30/360 10/1/2009
69 4,351,336.78 42,848.62 7.9400% 0.0700 30/360 8/1/2014
70 4,295,593.16 32,558.74 8.3340% 0.0700 Actual/360 5/11/2030 5/11/2010
71 4,279,584.60 32,789.40 8.4100% 0.0700 Actual/360 10/11/2029 10/11/2009
72 4,088,202.86 35,394.99 9.3500% 0.0700 Actual/360 3/11/2025 3/11/2010
73 4,037,883.56 32,687.70 9.0400% 0.0700 Actual/360 2/11/2030 2/11/2010
74 3,999,145.98 27,311.35 8.1300% 0.0800 30/360 3/1/2010
75 3,894,155.48 31,977.91 8.6100% 0.0700 Actual/360 7/1/2024 7/1/2009
76 3,893,804.30 30,015.27 8.5100% 0.0700 Actual/360 4/11/2025 4/11/2010
77 3,695,090.62 32,790.94 9.6800% 0.0700 Actual/360 5/11/2025 5/11/2010
78 3,596,780.25 28,473.05 8.8090% 0.0700 Actual/360 5/11/2030 5/11/2010
79 3,434,145.22 29,843.30 9.3750% 0.0700 Actual/360 1/11/2025 1/11/2010
80 3,426,268.05 25,268.83 7.9900% 0.0700 Actual/360 9/1/2009
81 3,383,857.62 25,926.50 8.4100% 0.0700 Actual/360 10/11/2029 10/11/2009
82 3,347,745.65 28,683.32 9.7100% 0.0700 Actual/360 5/11/2030 5/11/2005
83 3,344,758.55 25,924.98 8.5700% 0.0700 Actual/360 4/11/2030 4/11/2010
84 3,278,393.90 25,424.71 7.8700% 0.0800 Actual/360 1/1/2010
85 3,198,241.12 25,678.88 8.9700% 0.0700 Actual/360 6/11/2030 6/11/2010
86 3,148,736.30 23,466.81 8.1100% 0.0700 Actual/360 10/1/2009
87 3,099,481.17 20,915.96 8.0300% 0.0800 30/360 4/1/2010
88 3,078,077.53 25,192.25 8.6100% 0.0700 Actual/360 11/1/2009
89 2,997,483.25 18,771.81 7.4200% 0.0800 30/360 8/1/2009
90 2,958,782.49 22,374.86 8.2600% 0.0700 Actual/360 9/1/2009
22 2,904,306.95 24,653.24 9.1300% 0.0700 Actual/360 6/11/2025 6/11/2010
91 2,866,159.40 22,454.45 8.6400% 0.0700 Actual/360 7/1/2029 7/1/2009
92 2,777,862.37 28,228.66 8.4800% 0.0600 Actual/360 10/1/2014
93 2,757,786.86 22,345.05 8.5000% 0.0700 Actual/360 12/11/2024 12/11/2009
94 2,756,603.53 22,013.89 8.5500% 0.0700 Actual/360 7/1/2009
95 2,730,894.53 20,352.73 8.1100% 0.0700 Actual/360 10/1/2009
96 2,728,163.13 19,436.45 6.9000% 0.0700 30/360 6/1/2024
97 2,727,463.54 19,492.71 7.6400% 0.0800 30/360 8/1/2009
98 2,716,851.74 21,515.48 8.7900% 0.0700 Actual/360 1/11/2030 1/11/2010
99 2,647,868.03 16,772.41 7.5100% 0.0800 30/360 8/1/2009
100 2,622,626.98 21,569.03 7.1500% 0.0800 30/360 8/1/2018
101 2,582,371.26 19,259.44 8.1000% 0.0700 Actual/360 7/1/2009
102 2,564,936.16 19,761.08 8.5000% 0.0700 Actual/360 3/11/2030 3/11/2010
103 2,497,970.71 20,349.85 9.1300% 0.0700 Actual/360 5/11/2030 5/11/2010
104 2,493,794.85 20,242.00 9.0700% 0.0700 Actual/360 2/11/2030 2/11/2010
105 2,490,195.25 19,756.86 8.8000% 0.0700 Actual/360 11/11/2029 11/11/2009
106 2,458,880.55 20,308.32 7.6100% 0.0800 30/360 10/1/2009
107 2,416,750.93 15,958.22 7.5000% 0.0800 30/360 9/1/2009
108 2,359,436.08 18,250.53 8.5300% 0.0700 Actual/360 1/11/2030 1/11/2010
109 2,317,145.87 17,064.24 7.9800% 0.0800 30/360 11/1/2009
110 2,281,519.17 16,461.59 7.7400% 0.0800 30/360 8/1/2009
111 2,248,789.98 14,529.15 7.6700% 0.0800 30/360 11/1/2009
112 2,248,236.64 20,082.11 9.7700% 0.0700 Actual/360 6/11/2025 6/11/2010
113 2,186,198.99 19,399.54 8.7200% 0.0800 30/360 3/1/2020
114 2,148,442.38 16,286.44 7.5200% 0.0700 Actual/360 10/1/2009
115 2,127,927.06 14,079.11 6.7500% 0.0800 Actual/360 7/1/2009
116 2,073,369.88 17,047.96 9.2350% 0.0700 Actual/360 5/11/2030 5/11/2010
117 2,055,954.37 14,368.85 7.3000% 0.0800 Actual/360 7/1/2009
118 2,046,751.54 15,791.79 8.5200% 0.0700 Actual/360 4/11/2030 4/11/2010
119 2,040,120.67 15,672.69 8.3750% 0.0700 Actual/360 12/1/2008
120 2,034,627.36 15,234.21 8.1600% 0.0700 Actual/360 10/1/2009
121 1,992,474.77 15,152.06 8.3400% 0.0700 Actual/360 12/11/2029 12/11/2009
122 1,988,440.41 17,761.51 9.7700% 0.0700 Actual/360 6/11/2025 6/11/2010
123 1,987,605.51 15,279.16 8.4300% 0.0700 Actual/360 7/1/2009
124 1,973,235.73 20,604.15 9.1400% 0.0800 Actual/360 2/1/2015
125 1,909,077.31 14,558.72 8.4000% 0.0700 Actual/360 5/11/2030 5/11/2010
126 1,890,765.94 15,074.15 8.2000% 0.0700 Actual/360 3/1/2009
35 1,881,759.07 16,753.48 8.6000% 0.0600 Actual/360 1/1/2010
127 1,865,679.80 13,380.36 6.9600% 0.0800 30/360 5/1/2009
128 1,767,821.69 14,113.00 8.8800% 0.0700 Actual/360 1/11/2030 1/11/2010
129 1,759,243.97 15,097.83 8.2800% 0.0800 30/360 4/1/2020
130 1,584,591.67 10,441.46 6.8100% 0.0800 30/360 8/1/2009
131 1,583,050.92 11,308.20 7.6100% 0.0800 30/360 5/1/2009
132 1,571,118.50 13,125.31 7.7400% 0.0800 30/360 9/1/2019
133 1,545,242.05 12,560.98 9.0800% 0.0700 Actual/360 12/11/2029 12/11/2009
134 1,544,553.67 11,592.76 8.0900% 0.0800 Actual/360 2/1/2010
135 1,508,563.31 15,305.45 8.7000% 0.0600 Actual/360 3/1/2015
136 1,495,830.59 10,156.28 7.6500% 0.0800 Actual/360 10/1/2009
137 1,493,130.94 11,216.32 8.2000% 0.0700 Actual/360 11/1/2009
138 1,490,190.64 11,458.26 7.8800% 0.0800 30/360 1/1/2010
139 1,489,412.60 12,199.95 8.6200% 0.0700 Actual/360 11/1/2009
140 1,486,175.38 10,366.37 7.2800% 0.0800 Actual/360 7/1/2009
141 1,407,636.63 10,224.16 8.2800% 0.0800 Actual/360 1/1/2010
142 1,391,825.72 11,022.24 8.7900% 0.0700 Actual/360 1/1/2010
143 1,391,004.53 10,796.15 7.9900% 0.0800 30/360 1/1/2010
36 1,386,559.30 12,344.67 8.6000% 0.0600 Actual/360 1/1/2010
144 1,338,207.20 9,981.21 8.0800% 0.0700 Actual/360 4/1/2009
145 1,299,036.30 10,415.93 8.9100% 0.0600 30/360 10/1/2014
146 1,298,005.32 9,480.81 8.4500% 0.0800 30/360 1/1/2015
147 1,292,764.44 11,136.51 8.1000% 0.0800 Actual/360 11/1/2019
148 1,284,080.09 10,249.85 8.2500% 0.0700 Actual/360 6/1/2009
149 1,270,974.10 10,414.95 8.6250% 0.0700 Actual/360 11/11/2009
150 1,212,233.81 11,823.30 7.8300% 0.0800 30/360 9/1/2014
151 1,199,017.42 8,515.30 8.1900% 0.0800 30/360 4/1/2010 1/11/2010
152 1,191,801.48 9,796.35 9.2100% 0.1200 Actual/360 1/11/2030
153 1,170,646.98 11,867.13 8.6700% 0.0700 Actual/360 12/1/2009
154 1,143,092.04 8,566.91 8.1600% 0.0800 30/360 10/1/2009
155 1,140,426.21 8,043.15 7.4000% 0.0800 Actual/360 8/1/2009
156 1,099,087.78 7,976.29 8.2800% 0.0800 Actual/360 4/1/2010
157 1,080,281.07 7,203.26 6.7500% 0.0800 Actual/360 11/11/2008
158 995,757.38 7,689.13 8.5000% 0.0700 Actual/360 11/11/2009
159 984,077.51 8,289.87 7.8800% 0.0800 30/360 10/1/2019 1/1/2010
160 969,763.39 7,392.07 8.3700% 0.0700 Actual/360 1/1/2010
161 881,648.53 8,673.77 8.1400% 0.0800 30/360 12/1/2014
162 847,241.78 5,851.75 7.8000% 0.0800 Actual/360 8/1/2014
163 840,884.25 8,267.65 8.1700% 0.0800 Actual/360 3/1/2015
164 790,663.83 5,545.33 7.3100% 0.0800 Actual/360 4/1/2009
165 770,583.54 7,525.62 7.7400% 0.0800 30/360 7/1/2014
166 734,249.08 5,349.14 8.4300% 0.0800 30/360 3/1/2010
167 703,581.66 5,798.16 9.1200% 0.0800 Actual/360 4/1/2010
168 697,044.83 5,126.26 7.8700% 0.0800 Actual/360 1/1/2010
169 646,294.90 6,050.37 9.4800% 0.0800 30/360 3/1/2020
170 629,123.66 4,807.17 8.7700% 0.0800 Actual/360 2/1/2010
171 626,965.45 6,279.47 8.1800% 0.0800 30/360 7/1/2014
172 599,764.73 4,057.94 8.0500% 0.0800 30/360 12/1/2009
173 596,041.28 4,254.90 7.5400% 0.0800 Actual/360 10/1/2009
174 595,622.81 4,290.18 7.7300% 0.0800 30/360 9/1/2009
175 548,438.54 5,319.79 8.2000% 0.0800 30/360 6/1/2015
176 536,940.27 4,000.29 8.1400% 0.0800 30/360 4/1/2010
177 533,227.78 5,167.57 7.7200% 0.0800 30/360 9/1/2014
178 498,383.39 3,357.06 7.6800% 0.0800 30/360 9/1/2009
179 495,345.57 3,478.97 7.4500% 0.0800 30/360 7/1/2009
180 459,526.65 3,778.35 7.3700% 0.0800 Actual/360 7/1/2009
181 441,941.91 4,253.80 7.8200% 0.0800 30/360 1/1/2010
182 433,659.58 4,271.91 7.8900% 0.0800 30/360 7/1/2014
183 420,152.93 2,893.49 7.2300% 0.0800 30/360 5/1/2009
184 386,572.55 3,765.10 7.7500% 0.0800 30/360 8/1/2014
185 369,997.15 2,864.56 7.8800% 0.0800 30/360 7/1/2009
186 358,084.53 2,834.69 8.7600% 0.0800 30/360 10/1/2009
187 355,234.83 2,761.87 7.9300% 0.0800 30/360 7/1/2009
188 347,154.26 2,490.53 7.6800% 0.0800 30/360 8/1/2009
189 309,696.89 3,059.93 8.0500% 0.0800 Actual/360 11/1/2014
190 273,899.09 1,763.13 7.2700% 0.0800 30/360 8/1/2009
191 271,845.42 1,866.67 7.2000% 0.0800 30/360 5/1/2009
192 248,575.65 2,418.08 8.2000% 0.0800 30/360 5/1/2015
193 222,587.38 1,519.67 7.1500% 0.0800 30/360 6/1/2009
194 220,185.59 1,855.05 7.7000% 0.0800 Actual/360 7/1/2009
195 213,671.84 1,580.59 8.0200% 0.0800 30/360 10/1/2009
196 210,521.75 2,650.87 7.3300% 0.0800 30/360 8/1/2009
197 198,688.46 1,422.49 7.5700% 0.0800 Actual/360 10/1/2009
198 196,588.28 1,955.44 8.3800% 0.0800 30/360 1/1/2015
199 195,087.41 2,021.70 8.8200% 0.0800 Actual/360 10/1/2014
200 191,832.89 1,851.75 7.4800% 0.0800 30/360 6/1/2014
201 155,807.67 1,985.25 7.1300% 0.0800 30/360 5/1/2009
202 154,030.27 1,127.44 7.8000% 0.0800 Actual/360 10/1/2009
203 148,777.94 1,066.34 7.6700% 0.0800 30/360 8/1/2009
204 147,009.46 1,468.33 8.4000% 0.0800 30/360 12/1/2014
205 138,225.69 1,727.74 6.8200% 0.0800 30/360 6/1/2009
206 124,523.19 947.89 8.3500% 0.0800 30/360 1/1/2010
207 124,203.40 1,194.06 7.3500% 0.0800 30/360 5/1/2014
208 115,554.23 1,122.67 7.6500% 0.0800 30/360 7/1/2014
209 114,048.95 1,139.88 8.6100% 0.0800 30/360 4/1/2015
210 101,587.33 1,296.55 7.3400% 0.0800 30/360 6/1/2009
211 97,354.10 1,258.11 8.8400% 0.0800 30/360 2/1/2010
=========================
$ 1,111,999,815.36
=========================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REMAINING
REMAINING LOCKOUT
LOCKOUT AND YIELD ANTICIPATED ORIG. REMAINING FIRST
LOAN REMAINING AND YIELD MAINTENANCE REMAINING AMORT. AMORTIZATION P&I ORIG.
NO. LOCKOUT MAINTENANCE AND PENALTIES TERM TERM SEAS. TERM DATE DATE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 103 103 103 106 360 14 349 9/11/1999 4/27/1999
3 110 110 110 117 300 3 300 5/9/2005 4/5/2000
6 113 113 113 117 360 3 360 5/11/2001 3/31/2000
4 88 88 88 95 360 25 335 7/11/1998 5/19/1998
7 93 93 93 96 348 24 345 5/11/2000 6/15/1998
8 96 96 96 99 360 21 339 11/11/1998 9/18/1998
9 110 110 110 114 300 6 294 2/1/2000 12/15/1999
10 108 108 108 115 360 5 355 3/11/2000 1/14/2000
11 115 115 115 118 360 2 358 6/11/2000 4/17/2000
12 115 115 115 119 360 1 359 7/11/2000 5/12/2000
13 115 115 115 118 360 2 358 6/11/2000 4/13/2000
14 113 113 113 117 360 3 357 5/1/2000 3/17/2000
15 111 111 111 115 300 5 295 3/11/2000 1/25/2000
16 111 111 111 118 360 2 358 6/11/2000 4/20/2000
17 101 101 101 105 360 15 345 5/1/1999 3/22/1999
18 110 110 110 114 360 6 354 2/11/2000 12/30/1999
19 114 114 114 118 288 2 286 6/1/2000 4/26/2000
23 98 98 98 102 300 18 282 2/1/1999 12/29/1998
24 114 114 114 118 360 2 358 6/11/2000 5/11/2000
25 90 90 90 94 340 5 335 3/1/2000 2/1/2000
26 68 68 68 72 360 12 348 8/1/1999 6/22/1999
27 108 108 108 112 360 7 353 1/1/2000 11/3/1999
28 106 106 106 110 360 10 350 10/1/1999 8/16/1999
29 114 114 114 118 300 2 298 6/11/2000 5/10/2000
30 111 111 111 118 300 2 298 6/11/2000 4/28/2000
31 112 112 112 116 360 4 356 4/1/2000 2/11/2000
32 102 102 102 109 360 12 349 9/1/1999 6/8/1999
33 108 108 108 112 360 20 351 11/1/1999 10/6/1998
37 98 98 98 102 360 12 348 8/1/1999 7/26/1999
38 101 101 101 105 360 15 345 5/1/1999 3/25/1999
39 110 110 110 114 360 6 354 2/11/2000 12/30/1999
2 103 103 103 106 360 14 349 9/11/1999 4/27/1999
40 110 170 170 290 300 10 290 10/1/1999 8/11/1999
41 115 115 115 119 360 1 359 7/11/2000 5/12/2000
42 111 111 111 118 360 3 357 5/11/2000 4/11/2000
43 113 113 113 117 360 2 358 6/11/2000 4/12/2000
44 116 116 116 119 360 2 358 6/11/2000 5/11/2000
45 72 72 72 91 360 29 331 3/1/1998 1/30/1998
46 113 113 113 117 360 3 357 5/11/2000 4/7/2000
47 102 102 102 106 360 14 346 6/1/1999 4/16/1999
48 110 110 110 114 360 6 354 2/1/2000 12/13/1999
49 112 112 112 116 360 4 356 4/11/2000 3/3/2000
20 112 112 112 119 300 1 299 7/11/2000 5/11/2000
50 106 106 106 110 360 10 350 10/1/1999 8/16/1999
51 102 102 102 106 300 14 286 6/1/1999 4/15/1999
52 103 103 103 106 360 14 346 6/1/1999 4/23/1999
53 113 113 113 117 480 3 477 5/1/2000 3/21/2000
54 108 108 108 112 360 8 352 12/1/1999 10/15/1999
55 106 106 106 110 360 10 350 10/1/1999 8/27/1999
56 42 96 96 102 300 18 282 2/1/1999 12/17/1998
5 88 88 88 95 357 22 335 10/11/1998 9/1/1998
34 110 110 110 114 240 6 234 2/1/2000 12/17/1999
57 109 109 109 113 300 7 293 1/11/2000 11/22/1999
58 111 111 111 115 300 5 295 3/11/2000 2/10/2000
59 49 105 105 109 360 11 349 9/1/1999 7/19/1999
60 115 115 115 119 336 1 335 7/11/2000 5/12/2000
61 110 110 110 114 360 6 354 2/11/2000 12/22/1999
62 111 111 111 115 480 5 475 3/1/2000 1/28/2000
63 111 111 111 115 360 5 355 3/11/2000 1/25/2000
64 50 97 97 110 360 10 350 10/1/1999 8/26/1999
65 101 101 101 105 300 15 285 5/1/1999 3/31/1999
66 114 114 114 116 300 4 296 4/11/2000 3/3/2000
67 106 106 106 110 360 10 350 10/1/1999 8/31/1999
21 112 112 112 119 300 1 299 7/11/2000 5/11/2000
68 92 92 107 111 720 9 711 11/1/1999 9/14/1999
69 162 162 162 169 180 11 169 9/1/1999 7/9/1999
70 115 115 115 118 360 2 358 6/11/2000 4/27/2000
71 109 109 109 111 360 9 351 11/11/1999 9/14/1999
72 109 109 109 116 300 4 296 4/11/2000 2/29/2000
73 111 111 111 115 360 5 355 3/11/2000 1/28/2000
74 97 97 112 116 720 4 716 4/1/2000 3/1/2000
75 101 101 101 108 300 12 288 8/1/1999 6/9/1999
76 113 113 113 117 360 3 357 5/11/2000 3/17/2000
77 114 114 114 118 300 2 298 6/11/2000 5/11/2000
78 111 111 111 118 360 2 358 6/11/2000 5/11/2000
79 110 110 110 114 300 6 294 2/11/2000 12/15/1999
80 103 103 103 110 360 10 350 10/1/1999 8/17/1999
81 109 109 109 111 360 9 351 11/11/1999 9/14/1999
82 51 51 51 58 360 2 358 6/11/2000 5/11/2000
83 115 115 115 117 360 3 357 5/11/2000 3/23/2000
84 110 110 110 114 300 6 294 2/1/2000 12/21/1999
85 116 116 116 119 360 1 359 7/11/2000 5/15/2000
86 107 107 107 111 360 9 351 11/1/1999 9/3/1999
87 113 113 113 117 720 3 717 5/1/2000 3/16/2000
88 108 108 108 112 300 8 292 12/1/1999 10/29/1999
89 90 90 105 109 720 11 709 9/1/1999 7/14/1999
90 106 106 106 110 360 10 350 10/1/1999 8/23/1999
22 112 112 112 119 300 1 299 7/11/2000 5/11/2000
91 48 101 101 108 360 12 348 8/1/1999 6/8/1999
92 134 134 167 171 180 9 171 11/1/1999 9/28/1999
93 106 106 106 113 300 7 293 1/11/2000 12/2/1999
94 104 104 104 108 324 12 312 8/1/1999 6/28/1999
95 107 107 107 111 360 9 351 11/1/1999 9/8/1999
96 106 106 106 287 300 13 287 7/1/1999 5/20/1999
97 105 105 105 109 360 11 349 9/1/1999 7/29/1999
98 110 110 110 114 360 6 354 2/11/2000 12/29/1999
99 105 105 105 109 720 11 709 9/1/1999 7/16/1999
100 156 156 213 217 240 23 217 9/1/1998 7/1/1998
101 104 104 104 108 360 12 348 8/1/1999 6/16/1999
102 112 112 112 116 360 4 356 4/11/2000 2/25/2000
103 114 114 114 118 360 2 358 6/11/2000 5/11/2000
104 112 112 112 115 360 5 355 3/11/2000 1/27/2000
105 105 105 105 112 360 8 352 12/11/1999 11/3/1999
106 93 93 107 111 240 9 231 11/1/1999 9/16/1999
107 106 106 106 110 480 10 470 10/1/1999 8/3/1999
108 110 110 110 114 360 6 354 2/11/2000 12/22/1999
109 76 76 108 112 360 8 352 12/1/1999 10/6/1999
110 90 90 105 109 360 11 349 9/1/1999 7/28/1999
111 108 108 108 112 720 8 712 12/1/1999 10/25/1999
112 115 115 115 119 300 1 299 7/11/2000 5/15/2000
113 232 232 232 236 240 4 236 4/1/2000 2/17/2000
114 107 107 107 111 300 21 279 11/1/1998 9/22/1998
115 104 104 104 108 360 12 348 8/1/1999 6/2/1999
116 111 111 111 118 360 2 358 6/11/2000 5/11/2000
117 104 104 104 108 360 12 348 8/1/1999 6/7/1999
118 110 110 110 117 360 3 357 5/11/2000 4/3/2000
119 41 97 97 101 360 19 341 1/1/1999 11/2/1998
120 107 107 107 111 360 9 351 11/1/1999 9/22/1999
121 110 110 110 113 360 7 353 1/11/2000 11/24/1999
122 115 115 115 119 300 1 299 7/11/2000 5/15/2000
123 104 104 104 108 360 12 348 8/1/1999 6/22/1999
124 171 171 171 175 180 5 175 3/1/2000 1/13/2000
125 111 111 111 118 360 2 358 6/11/2000 5/11/2000
126 100 100 100 104 300 16 284 4/1/1999 2/22/1999
35 110 110 110 114 240 6 234 2/1/2000 12/17/1999
127 102 102 102 106 300 14 286 6/1/1999 4/26/1999
128 111 111 111 114 360 6 354 2/11/2000 12/22/1999
129 233 233 233 237 240 3 237 5/1/2000 3/29/2000
130 91 91 105 109 360 11 349 9/1/1999 7/7/1999
131 102 102 102 106 360 14 346 6/1/1999 4/23/1999
132 226 226 226 230 240 10 230 10/1/1999 8/17/1999
133 109 109 109 113 360 7 353 1/11/2000 12/2/1999
134 111 111 111 115 360 5 355 3/1/2000 1/13/2000
135 172 172 172 176 180 4 176 4/1/2000 2/15/2000
136 107 107 107 111 480 9 471 11/1/1999 9/9/1999
137 108 108 108 112 360 8 352 12/1/1999 10/26/1999
138 110 110 110 114 300 6 294 2/1/2000 12/3/1999
139 108 108 108 112 300 8 292 12/1/1999 10/19/1999
140 104 104 104 108 360 12 348 8/1/1999 6/7/1999
141 110 110 110 114 480 6 474 2/1/2000 12/10/1999
142 110 110 110 114 360 6 354 2/1/2000 12/22/1999
143 110 110 110 114 300 6 294 2/1/2000 12/2/1999
36 110 110 110 114 240 6 234 2/1/2000 12/17/1999
144 101 101 101 105 360 15 345 5/1/1999 3/15/1999
145 111 111 159 171 360 8 352 12/1/1999 10/21/1999
146 170 170 170 174 480 6 474 2/1/2000 12/21/1999
147 228 228 228 232 240 8 232 12/1/1999 8/19/1999
148 103 103 103 107 300 13 287 7/1/1999 5/3/1999
149 108 108 108 112 300 8 292 12/11/1999 11/10/1999
150 166 166 166 170 180 10 170 10/1/1999 8/30/1999
151 113 113 113 117 480 3 477 5/1/2000 3/30/2000
152 112 112 112 114 360 6 354 2/11/2000 1/7/2000
153 109 109 109 113 180 7 173 1/1/2000 11/15/1999
154 107 107 107 111 360 9 351 11/1/1999 9/27/1999
155 105 105 105 109 360 11 349 9/1/1999 7/22/1999
156 113 113 113 117 480 3 477 5/1/2000 3/14/2000
157 96 96 96 100 360 20 340 12/11/1998 10/16/1998
158 108 108 108 112 360 8 352 12/11/1999 10/13/1999
159 227 227 227 231 240 9 231 11/1/1999 9/29/1999
160 110 110 110 114 360 6 354 2/1/2000 12/30/1999
161 169 169 169 173 180 7 173 1/1/2000 11/4/1999
162 165 165 165 169 480 11 469 9/1/1999 7/9/1999
163 172 172 172 176 180 4 176 4/1/2000 2/15/2000
164 101 101 101 105 360 15 345 5/1/1999 3/26/1999
165 164 164 164 168 180 12 168 8/1/1999 6/16/1999
166 112 112 112 116 480 4 476 4/1/2000 2/10/2000
167 98 98 116 117 360 4 356 4/1/2000 3/1/2000
168 110 110 110 114 360 6 354 2/1/2000 12/17/1999
169 232 232 232 236 240 4 236 4/1/2000 2/11/2000
170 111 111 111 115 480 5 475 3/1/2000 1/12/2000
171 164 164 164 168 180 12 168 8/1/1999 6/18/1999
172 109 109 109 113 720 7 713 1/1/2000 11/2/1999
173 107 107 107 111 360 9 351 11/1/1999 9/9/1999
174 106 106 106 110 360 10 350 10/1/1999 8/25/1999
175 175 175 175 179 180 1 179 7/1/2000 5/3/2000
176 113 113 113 117 360 3 357 5/1/2000 3/9/2000
177 134 134 166 170 180 10 170 10/1/1999 9/1/1999
178 106 106 106 110 480 10 470 10/1/1999 8/31/1999
179 104 104 104 108 360 12 348 8/1/1999 6/29/1999
180 104 104 104 108 240 12 228 8/1/1999 6/9/1999
181 110 110 110 114 180 6 174 2/1/2000 12/16/1999
182 164 164 164 168 180 12 168 8/1/1999 6/4/1999
183 102 102 102 106 360 14 346 6/1/1999 4/12/1999
184 165 165 165 169 180 11 169 9/1/1999 7/20/1999
185 104 104 104 108 300 12 288 8/1/1999 6/15/1999
186 107 107 107 111 360 9 351 11/1/1999 9/23/1999
187 104 104 104 108 300 12 288 8/1/1999 6/16/1999
188 91 91 105 109 360 11 349 9/1/1999 7/29/1999
189 168 168 168 172 180 8 172 12/1/1999 10/20/1999
190 105 105 105 109 480 11 469 9/1/1999 7/29/1999
191 102 102 102 106 360 14 346 6/1/1999 4/23/1999
192 174 174 174 178 180 2 178 6/1/2000 4/17/2000
193 103 103 103 107 360 13 347 7/1/1999 5/24/1999
194 104 104 104 108 240 12 228 8/1/1999 6/8/1999
195 107 107 107 111 360 9 351 11/1/1999 9/14/1999
196 105 105 105 109 120 11 109 9/1/1999 7/21/1999
197 107 107 107 111 360 9 351 11/1/1999 9/15/1999
198 170 170 170 174 180 6 174 2/1/2000 12/29/1999
199 167 167 167 171 180 9 171 11/1/1999 9/22/1999
200 163 163 163 167 180 13 167 7/1/1999 5/26/1999
201 102 102 102 106 120 14 106 6/1/1999 4/20/1999
202 107 107 107 111 360 9 351 11/1/1999 9/23/1999
203 105 105 105 109 360 11 349 9/1/1999 7/23/1999
204 169 169 169 173 180 7 173 1/1/2000 11/16/1999
205 103 103 103 107 120 13 107 7/1/1999 5/6/1999
206 110 110 110 114 360 6 354 2/1/2000 12/20/1999
207 162 162 162 166 180 14 166 6/1/1999 4/21/1999
208 164 164 164 168 180 12 168 8/1/1999 6/15/1999
209 173 173 173 177 180 3 177 5/1/2000 3/14/2000
210 103 103 103 107 120 13 107 7/1/1999 5/25/1999
211 111 111 111 115 120 5 115 3/1/2000 1/26/2000
</TABLE>
<PAGE>
RANGE OF DEBT SERVICE COVERAGE RATIOS
<TABLE>
<CAPTION>
WEIGHTED
PERCENT BY WEIGHTED AVERAGE WEIGHTED
RANGE OF DEBT NUMBER OF CUT-OFF DATE CUT-OFF AVERAGE REMAINING AVERAGE WEIGHTED WEIGHTED
SERVICE LOANS/LOAN PRINCIPAL PRINCIPAL MORTGAGE TERM AMORTIZATION AVERAGE AVERAGE
COVERAGE RATIOS POOLS BALANCE BALANCE RATE (MOS.) TERM (MOS.) LTV DSCR
--------------- ------------ -------------- ------------ ---------- ----------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.10x -1.19 ... 8 $ 28,399,363 2.6% 8.039% 120 278 67% 1.13x
1.20x -1.29 ... 45 364,101,528 32.7 8.269 117 349 73 1.24
1.30x -1.39 ... 35 280,374,580 25.2 8.234 110 338 67 1.34
1.40x -1.49 ... 13 152,348,150 13.7 8.161 106 333 63 1.47
1.50x -1.59 ... 12 95,166,760 8.6 8.658 113 307 59 1.54
1.60x -1.69 ... 4 12,194,024 1.1 9.398 115 304 58 1.62
1.80x -1.89 ... 2 5,004,417 .5 8.660 117 391 65 1.81
1.90x -1.99 ... 1 1,583,051 .1 7.610 106 346 57 1.91
2.00x and over 91 172,827,943 15.5 7.902 125 363 25 5.41
--- -------------- ----- ----- --- --- -- ----
TOTAL .......... 211 $1,111,999,815 100.0% 8.229% 114 341 61% 1.97x
=== ============== =====
</TABLE>
RANGE OF LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
WEIGHTED
PERCENT BY WEIGHTED AVERAGE WEIGHTED
NUMBER OF CUT-OFF DATE CUT-OFF AVERAGE REMAINING AVERAGE WEIGHTED WEIGHTED
RANGE OF LOAN LOANS/LOAN PRINCIPAL PRINCIPAL MORTGAGE TERM AMORTIZATION AVERAGE AVERAGE
TO VALUE RATIOS POOLS BALANCE BALANCE RATE (MOS.) TERM (MOS.) LTV DSCR
--------------- ------------ -------------- ------------ ---------- ----------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50% or less ... 90 $ 173,531,746 15.6% 7.960% 125 359 25% 5.36x
51% -60% ....... 26 207,491,556 18.7 8.491 111 320 55 1.47
61% -70% ....... 31 298,786,605 26.9 8.377 111 334 66 1.38
71% -75% ....... 42 299,882,492 27.0 8.066 113 347 73 1.27
76% -80% ....... 22 132,307,416 11.9 8.203 117 349 78 1.24
--- -------------- ----- ----- --- --- -- ----
TOTAL .......... 211 $1,111,999,815 100.0% 8.229% 114 341 61% 1.97x
=== ============== =====
</TABLE>
S-99
<PAGE>
RANGE OF LOAN-TO-VALUE RATIOS AT EARLIER OF ANTICIPATED REPAYMENT DATES OR
MATURITY
<TABLE>
<CAPTION>
WEIGHTED
CUT-OFF PERCENT BY WEIGHTED WEIGHTED WEIGHTED AVERAGE
RANGE OF NUMBER DATE CUT-OFF AVERAGE AVERAGE AVERAGE WEIGHTED WEIGHTED LTV AT
LOAN TO OF LOANS/ PRINCIPAL PRINCIPAL MORTGAGE REMAINING AMORTIZATION AVERAGE AVERAGE ARD OR/
VALUE RATIOS LOAN POOLS BALANCE BALANCE RATE TERM (MOS.) TERM (MOS.) LTV DSCR MATURITY
------------ ------------ -------------- ------------ ---------- ----------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fully
Amortizing.... 36 $ 40,885,167 3.7% 7.900% 217 217 40% 4.07x 0
50% or less.... 78 316,626,978 28.5 8.146 111 347 41 3.25 35
51% -60%....... 27 280,987,808 25.3 8.421 111 334 65 1.41 57
61% -70%....... 61 398,434,875 35.8 8.195 109 350 73 1.28 66
71% -75%....... 9 75,064,988 6.8 8.214 116 358 79 1.24 72
--- -------------- ----- ----- --- --- -- ---- --
TOTAL.......... 211 $1,111,999,815 100.0% 8.229% 114 341 61% 1.97x 55
=== ============== =====
</TABLE>
S-100
<PAGE>
MORTGAGED PROPERTIES BY STATE
<TABLE>
<CAPTION>
PERCENT BY WEIGHTED WEIGHTED WEIGHTED
CUT-OFF AVERAGE AVERAGE AVERAGE WEIGHTED WEIGHTED
NUMBER OF CUT-OFF DATE PRINCIPAL MORTGAGE REMAINING AMORTIZATION AVERAGE AVERAGE
STATE PROPERTIES PRINCIPAL BALANCE BALANCE RATE TERM (MOS.) TERM (MOS.) LTV DSCR
--------------- ------------ ----------------- ------------ ---------- ----------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alabama ........ 2 $ 26,927,105 2.4% 8.964% 114 351 57% 1.39x
Arizona ........ 5 9,271,649 .8 8.742 110 318 66 1.40
California ..... 17 141,336,965 12.7 8.392 115 354 72 1.26
Colorado ....... 1 1,987,606 .2 8.430 108 348 69 1.41
Connecticut ... 1 8,670,771 .8 8.330 114 354 77 1.20
Florida ........ 12 56,030,518 5.0 8.292 107 338 70 1.27
Georgia ........ 8 33,364,644 3.0 8.510 110 317 66 1.41
Hawaii ......... 4 24,972,537 2.2 8.070 118 358 73 1.22
Illinois ....... 3 3,015,297 .3 8.131 199 199 22 4.29
Indiana ........ 1 29,847,318 2.7 8.850 114 294 56 1.59
Kansas ......... 6 25,132,247 2.3 7.448 101 341 76 1.31
Kentucky ....... 1 11,421,508 1.0 7.250 95 335 75 1.33
Maryland ....... 2 8,460,793 .8 7.805 107 304 68 1.37
Massachusetts . 6 60,604,995 5.5 8.002 103 333 71 1.30
Michigan ....... 4 32,592,113 2.9 8.645 117 337 71 1.31
Minnesota ...... 1 2,958,782 .3 8.260 110 350 75 1.26
Montana ........ 1 12,671,976 1.1 7.420 94 335 71 1.29
Nevada ......... 2 6,313,632 .6 8.801 116 356 69 1.54
New Hampshire . 1 4,970,597 .4 8.080 110 350 77 1.22
New Jersey ..... 6 28,982,426 2.6 8.047 163 325 42 3.21
New Mexico ..... 1 7,493,175 .7 8.750 119 358 66 1.54
New York ....... 100 269,744,409 24.3 7.970 118 350 39 3.73
North Carolina 3 11,704,892 1.1 8.653 156 329 77 1.27
Ohio ........... 2 9,625,606 .9 8.243 110 333 72 1.36
Oklahoma ....... 1 2,757,787 .2 8.500 113 293 65 1.37
Oregon ......... 1 2,730,895 .2 8.110 111 351 71 1.24
Pennsylvania .. 4 30,398,332 2.7 8.195 117 357 68 1.29
South Carolina 1 3,241,926 .3 8.250 102 282 54 1.51
Texas .......... 18 72,906,629 6.6 8.763 115 321 70 1.33
Virginia ....... 3 20,920,529 1.9 9.029 114 294 66 1.44
Washington ..... 6 99,314,534 8.9 8.182 109 351 67 1.40
Washington DC . 3 51,627,624 4.6 7.862 103 343 68 1.35
--- -------------- ----- ----- --- --- -- ----
TOTAL .......... 227 $1,111,999,815 100.0% 8.229% 114 341 61% 1.97x
=== ============== =====
</TABLE>
S-101
<PAGE>
YEAR BUILT OR RENOVATED
<TABLE>
<CAPTION>
PERCENT BY WEIGHTED WEIGHTED WEIGHTED WEIGHTED
RANGE OF CUT-OFF AVERAGE AVERAGE AVERAGE WEIGHTED WEIGHTED AVERAGE
YEAR BUILT/ NUMBER OF CUT-OFF DATE PRINCIPAL MORTGAGE REMAINING AMORTIZATION AVERAGE AVERAGE YEAR BUILT/
RENOVATED PROPERTIES PRINCIPAL BALANCE BALANCE RATE TERM (MOS.) TERM (MOS.) LTV DSCR RENOVATED
------------ ------------ ----------------- ------------ ---------- ----------- ------------ ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Pre 1970 ... 96 $ 158,228,320 14.2% 8.108% 124 374 37% 4.92x 1941
1970 -1974 . 6 30,333,145 2.7 7.934 111 330 61 2.17 1973
1975 -1979 . 3 3,577,499 .3 7.220 188 237 20 5.07 1976
1980 -1984 . 9 36,926,716 3.3 8.390 91 348 69 1.28 1983
1985 -1987 . 13 122,560,396 11.0 8.041 106 358 63 1.62 1986
1988 -1990 . 16 132,804,418 11.9 8.259 109 345 67 1.34 1989
1991 -1994 . 10 53,372,800 4.8 8.467 113 347 70 1.33 1994
1995 -1997 . 22 185,547,905 16.7 8.138 111 314 52 1.80 1996
1998 -2000 . 52 388,648,617 35.0 8.354 119 333 71 1.30 1999
--- -------------- ----- ----- --- --- -- ---- ----
TOTAL ...... 227 $1,111,999,815 100.0% 8.229% 114 341 61% 1.97x 1986
=== ============== =====
</TABLE>
S-102
<PAGE>
MORTGAGE PROPERTIES BY PROPERTY TYPE
<TABLE>
<CAPTION>
PERCENT BY WEIGHTED WEIGHTED WEIGHTED
CUT-OFF DATE CUT-OFF AVERAGE AVERAGE AVERAGE WEIGHTED
NUMBER OF PRINCIPAL PRINCIPAL MORTGAGE REMAINING AMORTIZATION AVERAGE
PROPERTY TYPE PROPERTIES BALANCE BALANCE RATE TERM TERM LTV
---------------- --------------- ---------- -------------- ---------- -------- --------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OFFICE 25 $ 308,008,141 27.7% 8.201% 115 334 58%
---------------- --------------- ---------- -------------- ---------- -------- --------- ------------ --------
RETAIL ANCHORED 27 216,340,785 19.5 7.937 109 342 73
UNANCHORED 6 17,406,792 1.6 8.320 113 348 75
* RETAIL 33 233,747,577 21 7.966 109 342 74
---------------- --------------- ---------- -------------- ---------- -------- --------- ------------ --------
COOP RESIDENTIAL 95 134,109,511 12.1 8.010 128 388 27
---------------- --------------- ---------- -------------- ---------- -------- --------- ------------ --------
MIXED USE 12 109,183,685 9.8 8.157 103 344 67
---------------- --------------- ---------- -------------- ---------- -------- --------- ------------ --------
INDUSTRIAL 14 104,556,649 9.4 8.327 118 333 68
---------------- --------------- ---------- -------------- ---------- -------- --------- ------------ --------
LODGING FULL SERVICE 6 65,989,935 5.9 9.148 116 296 61
EXTENDED STAY 5 14,244,827 1.3 8.250 102 282 54
LIMITED SERVICE 4 14,229,918 1.3 9.260 113 293 69
* LODGING 15 94,464,680 8.5 9.029 113 293 61
---------------- --------------- ---------- -------------- ---------- -------- --------- ------------ --------
MULTIFAMILY 23 90,171,440 8.1 8.402 116 351 72
---------------- --------------- ---------- -------------- ---------- -------- --------- ------------ --------
OTHER MHC(3) 5 18,221,004 1.6 7.851 110 343 76
ASSISTED LIVING 3 14,310,609 1.3 9.130 119 299 56
SELF STORAGE 2 5,226,520 0.5 8.162 112 287 60
* OTHER 10 37,758,133 3.4 8.379 114 319 66
---------------- --------------- ---------- -------------- ---------- -------- --------- ------------ --------
TOTAL 227 $1,111,999,815 100% 8.229% 114 341 61%
====================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
WEIGHTED LOAN WEIGHTED YEAR
AVERAGE PROPERTY PER AVERAGE BUILT/
PROPERTY TYPE DSCR SIZE(1) SIZE OCCUP.(2) RENOVATED
---------------- --------------- -------- --------- ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C>
OFFICE 1.62X 5,066,137 $ 104 99% 1992
---------------- --------------- -------- --------- ------ -------- ---------
RETAIL ANCHORED 1.28 2,742,529 79 97 1994
UNANCHORED 1.28 182,863 95 96 1988
* RETAIL 1.28 2,925,392 80 97 1993
---------------- --------------- -------- --------- ------ -------- ---------
COOP RESIDENTIAL 6.06 5,356 25,039 NAP 1944
---------------- --------------- -------- --------- ------ -------- ---------
MIXED USE 1.33 NAP NAP NAP 1992
---------------- --------------- -------- --------- ------ -------- ---------
INDUSTRIAL 1.27 3,158,970 33 98 1981
---------------- --------------- -------- --------- ------ -------- ---------
LODGING FULL SERVICE 1.52 1,309 50,412 68 1995
EXTENDED STAY 1.51 712 20,007 82 1996
LIMITED SERVICE 1.45 372 38,252 71 1996
* LODGING 1.51 2,393 39,475 71 1996
---------------- --------------- -------- --------- ------ -------- ---------
MULTIFAMILY 1.3 3,006 29,997 96 1992
---------------- --------------- -------- --------- ------ -------- ---------
OTHER MHC(3) 1.18 1,028 17,725 94 1980
ASSISTED LIVING 1.33 204 70,150 90 1998
SELF STORAGE 1.43 131,482 40 86 1997
* OTHER 1.27 132,714 285 92 1989
---------------- --------------- -------- --------- ------ -------- ---------
TOTAL 1.97X NAP NAP 95% 1986
===================================================================================
</TABLE>
------------
(1) Property Size refers to total leasable square feet with respect to
retail, office and industrial/warehouse properties and self-storage
properties, number of units with respect to multifamily properties and
the manufactured housing communities, number of guest rooms with
respect to each hospitality property and the number of beds with
respect to each senior housing property.
(2) Weighted average of the occupancy percentages for the corresponding
property type determined on the basis of the individual occupancy set
forth on Annex A.
(3) Manufactured Housing Communities.
S-103
<PAGE>
RANGE OF CUT-OFF PRINCIPAL BALANCES
<TABLE>
<CAPTION>
NUMBER CUT-OFF PERCENT BY WEIGHTED WEIGHTED WEIGHTED
OF LOANS/ DATE CUT-OFF AVERAGE AVERAGE AVERAGE WEIGHTED WEIGHTED
RANGE OF CUT-OFF LOAN PRINCIPAL PRINCIPAL MORTGAGE REMAINING AMORTIZATION AVERAGE AVERAGE
PRINCIPAL BALANCES POOLS BALANCE BALANCE RATE TERM (MOS.) TERM (MOS.) LTV DSCR
-------------------------- ----------- -------------- ------------ ---------- ----------- -------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$500,000 or less .......... 34 $ 8,740,356 .8% 7.750% 126 267 20% 8.29x
$500,000+ -1,000,000 ..... 20 14,527,915 1.3 8.157 147 320 29 6.85
$1,000,000+ -2,000,000 ... 39 58,404,645 5.3 8.261 129 318 48 3.57
$2,000,000+ -3,000,000 ... 33 81,866,272 7.4 8.185 126 362 53 3.59
$3,000,000+ -4,000,000 ... 15 51,818,682 4.7 8.631 111 384 57 2.53
$4,000,000+ -5,000,000 ... 12 54,709,225 4.9 8.481 118 348 66 1.88
$5,000,000+ -6,000,000 ... 10 56,210,669 5.1 8.281 110 329 67 1.34
$6,000,000+ -7,000,000 ... 9 58,664,274 5.3 8.322 112 351 60 2.16
$7,000,000+ -8,000,000 ... 7 53,043,583 4.8 8.254 140 344 66 1.54
$8,000,000+ -9,000,000 ... 4 34,243,932 3.1 8.109 107 349 73 1.32
$9,000,000+ -10,000,000 .. 2 19,856,323 1.8 7.775 110 350 75 1.18
$10,000,000+ -15,000,000 . 9 108,792,546 9.8 8.520 106 330 65 1.54
$15,000,000+ -20,000,000 . 3 56,372,895 5.1 8.318 112 329 72 1.26
$20,000,000+ -30,000,000 . 8 187,218,257 16.8 8.653 117 340 61 1.36
$30,000,000+ -40,000,000 . 2 76,862,191 6.9 7.477 97 342 60 1.43
$40,000,000+ -50,000,000 . 3 136,422,745 12.3 7.717 110 330 59 1.83
$50,000,000+ -60,000,000 . 1 54,245,305 4.9 7.990 106 349 65 1.49
--- -------------- ----- ----- --- --- -- ----
TOTAL ..................... 211 $1,111,999,815 100.0% 8.229% 114 341 61% 1.97x
=== ============== =====
</TABLE>
RANGE OF MORTGAGE RATES
<TABLE>
<CAPTION>
CUT-OFF PERCENT BY WEIGHTED WEIGHTED WEIGHTED
NUMBER OF DATE CUT-OFF AVERAGE AVERAGE AVERAGE WEIGHTED WEIGHTED
RANGE OF LOANS/ PRINCIPAL PRINCIPAL MORTGAGE REMAINING AMORTIZATION AVERAGE AVERAGE
MORTGAGE RATES LOAN POOLS BALANCE BALANCE RATE TERM (MOS.) TERM (MOS.) LTV DSCR
---------------- ------------ -------------- ------------ ---------- ----------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6.000% -6.999% . 7 $ 15,267,254 1.4% 6.775% 134 322 55% 4.40x
7.000% -7.499% . 24 139,442,841 12.5 7.322 112 340 61 2.07
7.500% -7.999% . 47 249,619,033 22.4 7.787 112 342 52 2.66
8.000% -8.499% . 61 320,934,784 28.9 8.194 115 352 66 1.74
8.500% -8.999% . 47 247,056,067 22.2 8.758 115 339 65 1.58
9.000% -9.499% . 20 122,820,496 11.0 9.148 118 319 57 1.64
9.500% -9.999% . 5 16,859,340 1.5 9.791 105 309 62 1.47
--- -------------- ----- ----- --- --- -- ----
TOTAL ........... 211 $1,111,999,815 100.0% 8.229% 114 341 61% 1.97x
=== ============== =====
</TABLE>
S-104
<PAGE>
RANGE OF REMAINING ANTICIPATED TERMS
<TABLE>
<CAPTION>
RANGE OF CUT-OFF PERCENT BY WEIGHTED WEIGHTED WEIGHTED
ANTICIPATED NUMBER OF DATE CUT-OFF AVERAGE AVERAGE AVERAGE WEIGHTED
REMAINING NOTES/ PRINCIPAL PRINCIPAL MORTGAGE REMAINING AMORTIZATION AVERAGE
TERM LOAN POOLS BALANCE BALANCE RATE TERM (MOS.) TERM (MOS.) LTV
--------------- ------------ -------------- ------------ ---------- ----------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
4+ -5 YEARS ... 1 $ 3,347,746 .3% 9.710% 58 358 50%
5+ -6 YEARS ... 1 12,175,969 1.1 8.520 72 348 69
7+ -8 YEARS ... 5 108,074,685 9.7 7.330 95 338 64
8+ -9 YEARS ... 39 215,728,704 19.4 7.908 104 333 66
9+ -10 YEARS .. 131 729,046,758 65.6 8.462 115 350 60
13+ -14 YEARS . 6 2,262,799 .2 7.843 168 168 18
14+ -15 YEARS . 19 19,669,294 1.8 8.322 172 217 35
18+ -19 YEARS . 1 2,622,627 .2 7.150 217 217 20
19+ -20 YEARS . 6 8,439,698 .8 8.311 234 234 18
23+ -24 YEARS . 1 2,728,163 .2 6.900 287 287 78
24+ -25 YEARS . 1 7,903,372 .7 7.310 290 290 74
--- -------------- ----- ----- --- --- --
TOTAL .......... 211 $1,111,999,815 100.0% 8.229% 114 341 61%
=== ============== =====
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED
RANGE OF WEIGHTED AVERAGE
ANTICIPATED WEIGHTED AVERAGE REMAINING
REMAINING AVERAGE REMAINING LOCK-OUT +
TERM DSCR LOCK-OUT YIELD MAINT.
--------------- ---------- ----------- --------------
<S> <C> <C> <C>
4+ -5 YEARS ... 1.27X 51 51
5+ -6 YEARS ... 1.26 68 68
7+ -8 YEARS ... 1.48 89 89
8+ -9 YEARS ... 1.50 98 101
9+ -10 YEARS .. 2.06 110 110
13+ -14 YEARS . 5.84 164 164
14+ -15 YEARS . 4.15 158 158
18+ -19 YEARS . 4.76 156 156
19+ -20 YEARS . 8.43 230 230
23+ -24 YEARS . 1.22 106 106
24+ -25 YEARS . 1.22 110 170
---- --- ---
TOTAL .......... 1.97X 107 108
==== === ===
</TABLE>
S-105
<PAGE>
ANTICIPATED REPAYMENT BY YEAR
<TABLE>
<CAPTION>
NUMBER CUT-OFF PERCENT BY WEIGHTED WEIGHTED WEIGHTED
ANTICIPATED OF LOANS/ DATE CUT-OFF AVERAGE AVERAGE AVERAGE WEIGHTED WEIGHTED
REPAYMENT LOAN PRINCIPAL PRINCIPAL MORTGAGE REMAINING AMORTIZATION AVERAGE AVERAGE
BY YEAR POOLS BALANCE BALANCE RATE TERM (MOS.) TERM (MOS.) LTV DSCR
------------- ----------- -------------- ------------ ---------- ----------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2005 ......... 1 $ 3,347,746 .3% 9.710% 58 358 50% 1.27x
2006 ......... 1 12,175,969 1.1 8.520 72 348 69 1.26
2008 ......... 8 148,165,019 13.3 7.418 96 339 65 1.46
2009 ......... 90 335,444,760 30.2 7.984 108 351 62 2.36
2010 ......... 77 569,240,367 51.2 8.590 117 343 61 1.72
2014 ......... 17 15,203,753 1.4 8.108 170 202 38 4.37
2015 ......... 8 6,728,340 .6 8.644 176 233 22 4.21
2018 ......... 1 2,622,627 .2 7.150 217 217 20 4.76
2019 ......... 3 3,847,960 .3 7.897 231 231 30 3.11
2020 ......... 3 4,591,738 .4 8.658 236 236 8 12.88
2024 ......... 2 10,631,536 1.0 7.205 289 289 75 1.22
--- -------------- ----- ----- --- --- -- ----
TOTAL ........ 211 $1,111,999,815 100.0% 8.229% 114 341 61% 1.97x
=== ============== =====
</TABLE>
------------
The weighted average year of anticipated repayment is 2010.
S-106
<PAGE>
YEARS OF SCHEDULED MATURITY
<TABLE>
<CAPTION>
NUMBER CUT-OFF PERCENT BY WEIGHTED WEIGHTED WEIGHTED
YEARS OF OF LOANS/ DATE CUT-OFF AVERAGE AVERAGE AVERAGE WEIGHTED WEIGHTED
SCHEDULED LOAN PRINCIPAL PRINCIPAL MORTGAGE REMAINING AMORTIZATION AVERAGE AVERAGE
MATURITY POOLS BALANCE BALANCE RATE TERM (MOS.) TERM (MOS.) LTV DSCR
----------- ----------- -------------- ------------ ---------- ----------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2006 ....... 1 $ 12,175,969 1.1% 8.520% 72 348 69% 1.26x
2008 ....... 4 23,137,698 2.1 7.717 94 334 59 1.83
2009 ....... 77 227,252,350 20.4 7.888 108 355 60 2.80
2010 ....... 29 104,628,099 9.4 8.472 116 385 50 2.68
2014 ....... 17 15,203,753 1.4 8.108 170 202 38 4.37
2015 ....... 8 6,728,340 .6 8.644 176 233 22 4.21
2018 ....... 1 2,622,627 .2 7.150 217 217 20 4.76
2019 ....... 3 3,847,960 .3 7.897 231 231 30 3.11
2020 ....... 3 4,591,738 .4 8.658 236 236 8 12.88
2024 ....... 6 40,865,567 3.7 8.190 161 288 69 1.31
2025 ....... 15 117,127,049 10.5 9.173 116 298 60 1.48
2028 ....... 4 125,027,321 11.2 7.362 97 339 66 1.39
2029 ....... 10 95,923,831 8.6 8.128 108 350 68 1.42
2030 ....... 32 288,867,512 26.0 8.488 116 347 61 1.56
2031 ....... 1 44,000,000 4.0 8.130 117 360 79 1.21
--- -------------- ----- ----- --- --- -- ----
TOTAL ...... 211 $1,111,999,815 100.0% 8.229% 114 341 61% 1.97x
=== ============== =====
</TABLE>
------------
The weighted average year of scheduled maturity is 2022.
S-107
<PAGE>
RANGE OF REMAINING LOCK-OUT PLUS YIELD MAINTENANCE TERMS
<TABLE>
<CAPTION>
REMAINING
LOCK-OUT CUT-OFF PERCENT BY WEIGHTED WEIGHTED WEIGHTED
AND YIELD NUMBER OF DATE CUT-OFF AVERAGE AVERAGE AVERAGE WEIGHTED
MAINTENANCE NOTES/ PRINCIPAL PRINCIPAL MORTGAGE REMAINING AMORTIZATION AVERAGE
PERIODS LOAN POOLS BALANCE BALANCE RATE TERM (MOS.) TERM (MOS.) LTV
--------------- ------------ -------------- ------------ ---------- ----------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
4+ -5 YEARS ... 1 $ 3,347,746 .3% 9.710% 58 358 50%
5+ -6 YEARS ... 2 19,521,290 1.8 8.396 79 342 57
6+ -7 YEARS ... 1 2,317,146 .2 7.980 112 352 11
7+ -8 YEARS ... 13 158,889,495 14.3 7.377 98 353 62
8+ -9 YEARS ... 80 329,206,643 29.6 8.059 110 351 64
9+ -10 YEARS .. 82 559,118,741 50.3 8.574 117 339 61
11+ -12 YEARS . 2 3,311,090 .3 8.358 171 171 40
12+ -13 YEARS . 1 2,622,627 .2 7.150 217 217 20
13+ -14 YEARS . 12 9,564,968 .9 7.904 169 196 40
14+ -15 YEARS . 11 15,660,370 1.4 7.940 233 258 48
18+ -19 YEARS . 3 3,847,960 .3 7.897 231 231 30
19+ -20 YEARS . 3 4,591,738 .4 8.658 236 236 8
--- -------------- ----- ----- --- --- --
TOTAL .......... 211 $1,111,999,815 100.0% 8.229% 114 341 61%
=== ============== =====
</TABLE>
<TABLE>
<CAPTION>
REMAINING WEIGHTED
LOCK-OUT WEIGHTED AVERAGE
AND YIELD WEIGHTED AVERAGE REMAINING
MAINTENANCE AVERAGE REMAINING LOCK-OUT +
PERIODS DSCR LOCK-OUT YIELD MAINT.
--------------- ---------- ----------- --------------
<S> <C> <C> <C>
4+ -5 YEARS ... 1.27X 51 51
5+ -6 YEARS ... 1.82 70 70
6+ -7 YEARS ... 9.84 76 76
7+ -8 YEARS ... 2.30 90 92
8+ -9 YEARS ... 1.91 101 104
9+ -10 YEARS .. 1.70 112 112
11+ -12 YEARS . 2.51 134 134
12+ -13 YEARS . 4.76 156 156
13+ -14 YEARS . 5.24 164 164
14+ -15 YEARS . 2.82 140 171
18+ -19 YEARS . 3.11 227 227
19+ -20 YEARS . 12.88 232 232
---- --- ---
TOTAL .......... 1.97X 107 108
</TABLE>
S-108
<PAGE>
SPONSOR-OWNED UNITS IN THE COOPERATIVE MORTGAGE LOANS
<TABLE>
<CAPTION>
WEIGHTED
CUT-OFF PERCENT BY WEIGHTED WEIGHTED WEIGHTED WEIGHTED AVERAGE
PERCENTAGE NUMBER DATE CUT-OFF AVERAGE AVERAGE AVERAGE AVERAGE WEIGHTED PERCENT OF
OF SPONSOR- OF LOANS/ PRINCIPAL PRINCIPAL MORTGAGE REMAINING LTV LTV AVERAGE SPONSOR-
OWNED UNITS LOAN POOLS BALANCE BALANCE RATE TERM (MOS.) AS A COOP AS A RENTAL DSCR OWNED UNITS
------------- ------------ -------------- ------------ ---------- ----------- ----------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0%............ 47 $ 45,974,631 34.3% 8.060% 140 18% 23% 8.93x 0%
1% -10%....... 10 16,438,043 12.3 7.985 123 18 22 7.01 8
11% -20%...... 3 4,751,119 3.5 7.881 115 6 12 9.58 16
21% -30%...... 11 23,354,339 17.4 8.006 130 18 25 4.46 25
31% -40%...... 3 6,240,745 4.7 7.188 155 28 31 3.68 32
41% -50%...... 11 20,603,900 15.4 8.369 114 28 35 3.28 45
51% -60%...... 6 14,285,031 10.7 7.806 99 35 43 2.58 57
61% -70%...... 1 1,212,234 .9 7.830 170 20 22 3.68 64
71% -80%...... 2 1,029,282 .8 7.797 134 20 25 4.31 74
91% -100%..... 1 220,186 .2 7.700 108 34 59 1.56 100
-- ------------ ----- ----- --- -- -- ---- --
TOTAL......... 95 $134,109,511 100.0% 8.010% 128 21% 27% 6.06x 22%
== ============ =====
</TABLE>
S-109
<PAGE>
RANGE OF RENTAL LOAN TO VALUE RATIOS FOR RESIDENTIAL COOPERATIVE MORTGAGE
LOANS
<TABLE>
<CAPTION>
NUMBER PERCENT BY WEIGHTED WEIGHTED WEIGHTED WEIGHTED
RANGE OF OF LOANS/ CUT-OFF DATE CUT-OFF AVERAGE AVERAGE AVERAGE AVERAGE WEIGHTED
RENTAL LOAN PRINCIPAL PRINCIPAL MORTGAGE REMAINING LTV LTV AVERAGE
LTV POOLS BALANCE BALANCE RATE TERM AS A COOP AS A RENTAL DSCR
------------- ----------- -------------- ------------ ---------- ----------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10% or less .. 19 $ 18,360,571 13.7% 7.744% 144 5 7 16.78x
11% -20%...... 23 25,373,853 18.9 8.019 128 9 14 7.94
21% -30%...... 30 47,143,768 35.2 8.206 133 19 24 4.28
31% -40%...... 10 21,388,826 15.9 7.700 113 29 37 2.84
41% -50%...... 5 6,617,947 4.9 7.936 134 41 45 1.95
51% -60%...... 6 9,228,132 6.9 7.697 110 46 55 2.00
61% -70%...... 1 703,582 0.5 9.120 117 55 68 2.38
71% -80%...... 1 5,292,832 3.9 8.900 115 58 72 1.36
-- ------------ --- ----- --- -- -- ----
TOTAL......... 95 $134,109,511 100% 8.010% 128 21 27 6.06x
== ============ ===
</TABLE>
RANGE OF LTV CO-OP BASIS FOR RESIDENTIAL COOPERATIVE MORTGAGE LOANS
<TABLE>
<CAPTION>
NUMBER PERCENT BY WEIGHTED WEIGHTED WEIGHTED WEIGHTED WEIGHTED
OF LOANS/ CUT-OFF DATE CUT-OFF AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
RANGE OF LOAN PRINCIPAL PRINCIPAL MORTGAGE REMAINING LTV LTV DSCR
LTV CO-OP BASIS POOLS BALANCE BALANCE RATE TERM AS A COOP AS A RENTAL AS A RENTAL
--------------- ----------- -------------- ------------ ---------- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10% or less..... 32 $ 39,539,183 29.5% 7.862% 137 6% 11% 11.99x
11% -20%........ 25 28,066,784 20.9 8.046 130 15 20 5.27
21% -30%........ 23 35,384,726 26.4 8.112 131 24 30 3.46
31% -40%........ 8 15,392,548 11.5 7.740 100 33 41 2.70
41% -50%........ 2 3,824,388 2.9 7.787 111 47 57 2.01
51% -60%........ 5 11,901,881 8.9 8.538 127 55 61 1.56
-- ------------ ----- ----- --- -- -- ----
TOTAL........... 95 $134,109,511 100.0% 8.010% 128 21% 27% 6.06x
== ============ =====
</TABLE>
S-110
<PAGE>
CHANGES IN MORTGAGE LOAN CHARACTERISTICS
The description in this Prospectus Supplement of the Trust Fund and the
Mortgaged Properties is based upon the Trust Fund as expected to be constituted
at the close of business on the Cut-off Date, as adjusted for the scheduled
principal payments due on the Mortgage Loans on or before the Cut-off Date.
Prior to the issuance of the Offered Certificates, a Mortgage Loan may be
removed from the Trust Fund if the Depositor deems such removal necessary or
appropriate or if it is prepaid. This may cause the range of Mortgage Rates and
maturities as well as the other characteristics of the Mortgage Loans to vary
from those described herein.
A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates and will be filed by the Depositor,
together with the Pooling and Servicing Agreement with the Securities and
Exchange Commission (the "Commission") within fifteen days after the initial
issuance of the Offered Certificates. In the event Mortgage Loans are removed
from the Trust Fund as set forth in the preceding paragraph, such removal will
be noted in the Form 8-K. Such Form 8-K will be available to purchasers and
potential purchasers of the Offered Certificates.
S-111
<PAGE>
DESCRIPTION OF THE OFFERED CERTIFICATES
GENERAL
The Certificates will be issued pursuant to the Pooling and Servicing
Agreement and will represent in the aggregate the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting of: (i) the Mortgage
Loans and all payments under and proceeds of the Mortgage Loans received after
the Cut-off Date (exclusive of payments of principal and interest due on or
before the Cut-off Date); (ii) any Mortgaged Property acquired by the Special
Servicers on behalf of the Trust Fund through foreclosure or deed in lieu of
foreclosure (upon acquisition, an "REO Property"); (iii) such funds or assets as
from time to time are deposited in the Collection Account, the Distribution
Account, the Excess Interest Distribution Account (as defined herein), the
Interest Reserve Account and, if established, the REO Account; (iv) the rights
of the lender under all insurance policies with respect to the Mortgage Loans;
and (v) certain rights of the Depositor under the Mortgage Loan Purchase
Agreements relating to Mortgage Loan document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related
Mortgage Loan Seller, FINOVA Realty Capital Inc. ("Finova"), FINOVA Capital
Corporation ("Finova Capital") or Llama Capital Mortgage Company Limited
Partnership ("Llama"), as applicable, regarding the Mortgage Loans.
The Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2000-C1 (the "Certificates") will
consist of the following classes (each, a "Class"): (i) the Class A-1 and Class
A-2 Certificates (collectively, the "Senior Offered Certificates"); (ii) the
Class B, Class C and Class D Certificates (collectively, the "Mezzanine
Certificates" and, together with the Senior Offered Certificates, the "Offered
Certificates"), (iii) the Class A-X Certificates (the "Senior Private
Certificates"), (iv) the Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M and Class N Certificates (collectively, the "Subordinate
Private Certificates" and, together with the Senior Private Certificates, the
"Private Certificates" and together with the Offered Certificates, the "Regular
Certificates"), (v) the Class R and Class LR Certificates (together, the
"Residual Certificates") and (vi) the Class V-1 and Class V-2 Certificates. The
Mezzanine Certificates together with the Subordinate Private Certificates are
referred to herein as the "Subordinate Certificates."
Only the Offered Certificates are offered hereby. The Class A-X, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
V-1, Class V-2, Class R and Class LR Certificates have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") and are not
offered hereby.
The "Certificate Balance" of any Class of Regular Certificates (other
than the Class A-X Certificates) outstanding at any time represents the maximum
amount which the holders thereof are entitled to receive as distributions
allocable to principal from the cash flow on the Mortgage Loans and the other
assets in the Trust Fund. The Class A-X Certificates will not have a Certificate
Balance and no distributions of principal will be made thereon. With respect to
any Distribution Date, the "Notional Balance" of the Class A-X Certificates will
be equal to the aggregate Certificate Balance of the Regular Certificates (other
than the Class A-X Certificates) immediately prior to such Distribution Date.
On each Distribution Date, the Certificate Balance of each Class of
Certificates will be reduced by any distributions of principal actually made on,
and any Collateral Support Deficit (as defined herein) actually allocated to,
such Class of Certificates on such Distribution Date and, except for the
purposes of determining Voting Rights (as defined herein) and the identity of
the Controlling Class, will be increased by the amount of any Certificate
Deferred Interest (as defined herein) allocated to such Class of Certificates on
such Distribution Date. The initial Certificate Balance of each Class of Offered
Certificates is expected to be the balance set forth on the cover of this
Prospectus Supplement, subject to a permitted variance of plus or minus 5%,
depending on the aggregate principal balance of the Mortgage Loans actually
transferred to the Trust Fund.
The Offered Certificates will be maintained and transferred on the
book-entry records of DTC (as defined herein) and its Participants (as defined
herein) and issued in denominations of $25,000 initial Certificate Balance and
integral multiples of $1 in excess thereof. The "Percentage Interest" evidenced
by any Regular Certificate is equal to the initial denomination thereof as of
the Closing Date, divided by the initial Certificate Balance or Notional Balance
of the Class to which it belongs.
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The Offered Certificates will initially be represented by one or more
global Certificates registered in the name of the nominee of DTC. The Depositor
has been informed by DTC that DTC's nominee will be Cede & Co. No Certificate
Owner will be entitled to receive a Definitive Certificate representing its
interest in such Class, except as set forth below under "--Book-Entry
Registration and Definitive Certificates." Unless and until Definitive
Certificates are issued, all references to actions by holders of the Offered
Certificates will refer to actions taken by DTC upon instructions received from
Certificate Owners through its Participants, and all references herein to
payments, notices, reports and statements to holders of the Offered Certificates
will refer to payments, notices, reports and statements to DTC or Cede & Co., as
the registered holder of the Offered Certificates, for distribution to
Certificate Owners through its Participants in accordance with DTC procedures.
Until Definitive Certificates are issued, interests in any Class of
Offered Certificates will be transferred only on the book-entry records of DTC
and its Participants.
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
General. Holders of Offered Certificates may hold their Certificates
through the book-entry facilities of The Depository Trust Company ("DTC"), or
through Clearstream Banking, societe anonyme (formerly Cedelbank, "Clearstream,
Luxembourg") or the Euroclear System ("Euroclear"), if they are participants of
such systems, or indirectly through organizations which are participants in such
systems. As to any such class of Offered Certificates, the record holder of such
Certificates will be DTC's nominee. Clearstream, Luxembourg and Euroclear will
hold omnibus positions on behalf of their participants through customers'
securities accounts in Clearstream, Luxembourg's and Euroclear's names on the
books of their respective depositories (the "Depositories"), which in turn will
hold such positions in customers' securities accounts in Depositories' names on
the books of DTC. DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking corporation" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC was created to hold securities for its participating organizations
("DTC Participants" and, together with Clearstream, Luxembourg and Euroclear
participating organizations, the "Participants") and facilitate the clearance
and settlement of securities transactions between Participants through
electronic computerized book-entry changes in their accounts, thereby
eliminating the need for physical movement of securities certificates. "Direct
Participants," which maintain accounts with DTC, include securities brokers and
dealers, banks, trust companies and clearing corporations and may include
certain other organizations. DTC is owned by a number of its Direct Participants
and by The New York Stock Exchange, Inc., The American Stock Exchange, Inc. and
National Association of Securities Dealers, Inc. Access to the DTC system also
is available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules applicable to
DTC and its Participants are on file with the Commission.
DTC has informed its participants and other members of the financial
community that it has developed and is implementing a program so that its
systems continue to function appropriately to provide timely payment of
distributions, including principal and income payments, to securityholders,
book-entry deliveries and settlement of trades within DTC.
Because of time zone differences, the securities account of a
Clearstream, Luxembourg Participant or Euroclear Participant (each as defined
below) as a result of a transaction with a DTC Participant (other than a
depository holding on behalf of Clearstream, Luxembourg or Euroclear) will be
credited during the securities settlement processing day (which must be a
business day for Clearstream, Luxembourg or Euroclear, as the case may be)
immediately following the DTC settlement date. Such credits or any transactions
in such securities settled during such processing will be reported to the
relevant Euroclear Participant or Clearstream, Luxembourg Participant on such
business day. Cash received in Clearstream, Luxembourg or Euroclear as a result
of sales of securities by or through a Clearstream, Luxembourg Participant or
Euroclear Participant to a DTC Participant (other than the depository for
Clearstream, Luxembourg or Euroclear) will be received with value on the DTC
settlement date, but will be available in the relevant Clearstream, Luxembourg
or Euroclear cash account only as of the business day following settlement in
DTC. For additional information regarding clearance and settlement procedures
for the Offered Certificates and for information with respect to tax
documentation procedures relating to the Offered Certificates, see Annex E
hereto.
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Transfers between Participants will occur in accordance with the rules,
regulations and procedures creating and affecting DTC and its operations (the
"Rules"). Transfers between Clearstream, Luxembourg Participants or Euroclear
Participants will occur in accordance with their respective rules and operating
procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream,
Luxembourg Participants or Euroclear Participants, on the other, will be
effected in DTC in accordance with the Rules on behalf of the relevant European
international clearing system by the relevant Depository; however, such
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
Depository to take action to effect final settlement on its behalf by delivering
or receiving securities in DTC, and making or receiving payment in accordance
with normal procedures for same day funds settlement applicable to DTC.
Clearstream, Luxembourg Participants or Euroclear Participants may not deliver
instructions directly to the Depositories.
Clearstream, Luxembourg, as a professional depository, holds securities
for its participating organizations ("Clearstream, Luxembourg Participants") and
facilitates the clearance and settlement of securities transactions between
Clearstream, Luxembourg Participants through electronic book-entry changes in
accounts of Clearstream, Luxembourg Participants, thereby eliminating the need
for physical movement of certificates. As a professional depository,
Clearstream, Luxembourg is subject to regulation by the Luxembourg Monetary
Institute.
Euroclear was created to hold securities for participants of Euroclear
("Euroclear Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Euroclear is operated by the Brussels, Belgium office of Morgan Guaranty
Trust Company of New York (the "Euroclear Operator"), under contract with
Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Clearance Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Clearance
Cooperative. The Clearance Cooperative establishes policies for Euroclear on
behalf of Euroclear Participants. The Euroclear Operator is the Belgian branch
of a New York banking corporation which is a member bank of the Federal Reserve
System. As such, it is regulated and examined by the Board of Governors of the
Federal Reserve System and the New York State Banking Department, as well as the
Belgian Banking Commission. Securities clearance accounts and cash accounts with
the Euroclear Operator are governed by the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System and
applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and
Conditions govern transfers of securities and cash within Euroclear, withdrawals
of securities and cash from Euroclear, and receipts of payments with respect to
securities in Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific securities
clearance accounts.
Purchases of Certificates under the DTC system ("Book-Entry
Certificates") must be made by or through Direct Participants, which will
receive a credit for the Book-Entry Certificates on DTC's records. The ownership
interest of each actual purchaser of a Book-Entry Certificate (a "Certificate
Owner") is in turn to be recorded on the Direct and Indirect Participants'
records. Certificate Owners will not receive written confirmation from DTC of
their purchases, but Certificate Owners are expected to receive written
confirmations providing details of such transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which each Certificate Owner entered into the transaction. Transfers of
ownership interests in the Book-Entry Certificates are to be accomplished by
entries made on the books of Participants acting on behalf of Certificate
Owners. Certificate Owners will not receive certificates representing their
ownership interests in the Book-Entry Certificates, except in the event that use
of the book-entry system for the Book-Entry Certificates of any series is
discontinued as described below.
DTC has no knowledge of the actual Certificate Owners of the Book-Entry
Certificates; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Certificates are credited, which may or may not be the
Certificate Owners. The Participants will remain responsible for keeping account
of their holdings on behalf of their customers.
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Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Certificate Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the related Distribution
Date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on such date.
Disbursement of such distributions by Participants to Certificate Owners will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of each such Participant (and not
of DTC, the Depositor or any Trustee or Servicer), subject to any statutory or
regulatory requirements as may be in effect from time to time. Under a
book-entry system, Certificate Owners may receive payments after the related
Distribution Date.
The only holder of the Offered Certificates (the "Certificateholder")
will be the nominee of DTC, and the Certificate Owners will not be recognized as
Certificateholders under the Pooling and Servicing Agreement. Certificate Owners
will be permitted to exercise the rights of Certificateholders under the Pooling
and Servicing Agreement only indirectly through the Participants, which in turn
will exercise their rights through DTC. The Depositor is informed that DTC will
take action permitted to be taken by a Certificateholder under the Pooling and
Servicing Agreement only at the direction of one or more Participants to whose
account with DTC interests in the Book-Entry Certificates are credited.
Because DTC can act only on behalf of Participants, which in turn act
on behalf of Indirect Participants and certain Certificate Owners, the ability
of a Certificate Owner to pledge its interest in Book-Entry Certificates to
persons or entities that do not participate in the DTC system, or otherwise take
actions in respect of its interest in Book-Entry Certificates, may be limited
due to the lack of a physical certificate evidencing such interest.
Certificate Owners that are not Direct Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership of, or
other interests in, the Offered Certificates may do so only through Direct
Participants and Indirect Participants. In addition, Certificate Owners will
receive all distributions of principal and of interest on the Offered
Certificates from the Trustee through DTC and its Direct Participants and
Indirect Participants. Accordingly, Certificate Owners may experience delays in
their receipt of payments. Unless and until Definitive Certificates are issued,
it is anticipated that the only registered Certificateholder of the Offered
Certificates will be Cede & Co., as nominee of DTC. Except as otherwise provided
under "The Pooling and Servicing Agreement--Reports to Certificateholders;
Available Information" below, Certificate Owners will not be recognized by the
Certificate Registrar (as defined herein), the Trustee, the Special Servicers or
the Servicers as Certificateholders, as such term is used in the Pooling and
Servicing Agreement, and Certificate Owners will be permitted to receive
information furnished to Certificateholders and to exercise the rights of
Certificateholders only indirectly through DTC and its Direct Participants and
Indirect Participants.
Under the Rules, DTC is required to make book-entry transfers of the
Offered Certificates among Participants and to receive and transmit
distributions of principal of, and interest on, the Offered Certificates. Direct
Participants and Indirect Participants with which Certificate Owners have
accounts with respect to the Offered Certificates similarly are required to make
book-entry transfers and receive and transmit such distributions on behalf of
their respective Certificate Owners. Accordingly, although Certificate Owners
will not possess physical certificates evidencing their interests in the Offered
Certificates, the Rules provide a mechanism by which Certificate Owners, through
their Direct and Indirect Participants, will receive distributions and will be
able to transfer their interests in the Offered Certificates.
None of the Depositor, the Servicers, the Certificate Registrar, the
Underwriters, the Special Servicers or the Trustee will have any liability for
any actions taken by DTC or its nominee, including, without limitation, actions
for any aspect of the records relating to or payments made on account of
beneficial ownership interests in the Offered Certificates held by Cede & Co.,
as nominee for DTC, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interest.
Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of the Offered
Certificates among Participants of DTC, Clearstream, Luxembourg and
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Euroclear, they are under no obligation to perform or continue to perform such
procedures and such procedures may be discontinued at any time.
Definitive Certificates. Certificates initially issued in book-entry
form will be issued in fully registered, certificated form to Certificate Owners
or their nominees ("Definitive Certificates"), rather than to DTC or its
nominee, only if (i) the Depositor advises the Trustee in writing that DTC is no
longer willing or able to discharge properly its responsibilities as depository
with respect to such Certificates and the Depositor is unable to locate a
qualified successor, (ii) the Depositor, at its option, elects to terminate the
book-entry system through DTC with respect to such Certificates or (iii) the
Trustee determines that Definitive Certificates are required because the Trustee
has instituted or has been directed to institute 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 those Certificates evidenced in book-entry form. Upon the occurrence
of any of the events described in the preceding sentence, the Trustee is
required to notify, through DTC, Direct Participants who have ownership of
Offered Certificates as indicated on the records of DTC of the availability of
Definitive Certificates. Upon surrender by DTC of the Definitive Certificates
representing the Offered Certificates and upon receipt of instructions from DTC
for re-registration, the Certificate Registrar and the Authenticating Agent (as
defined herein) will reissue the Offered Certificates as Definitive Certificates
issued in the respective Certificate Balances owned by individual Certificate
Owners, and thereafter the Certificate Registrar, the Trustee, the Special
Servicers and the Servicers will recognize the holders of such Definitive
Certificates as Certificateholders under the Pooling and Servicing Agreement.
DISTRIBUTIONS
Method, Timing and Amount. Distributions on the Certificates will be
made by the Trustee, to the extent of available funds, on the 4th Business Day
(as defined below) after the Determination Date in each month commencing in
August 2000 (each, a "Distribution Date"). The "Determination Date" is the 11th
day of the month or, if such 11th day is not a Business Day, the Business Day
immediately following such 11th day. All such distributions (other than the
final distribution on any Certificate) will be made to the Certificateholders in
whose names the Certificates are registered at the close of business on each
Record Date. A "Business Day" is any day other than a Saturday, a Sunday or any
day in which banking institutions in the States of New York, California,
Maryland, Georgia, Minnesota or Florida are authorized or obligated by law,
executive order or governmental decree to close. With respect to any
Distribution Date, the "Record Date" will be the close of business on the last
business day of the month immediately preceding the month in which such
Distribution Date occurs. Each such distribution will be made by wire transfer
in immediately available funds to the account specified by the Certificateholder
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder has provided the Trustee with written wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions) and is the registered owner of Certificates with an aggregate
initial Certificate Balance or Notional Balance, as the case may be, of at least
$5,000,000, or otherwise by check mailed to such Certificateholder. The final
distribution on any Certificate will be made in like manner, but only upon
presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution. All
distributions made with respect to a Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class based on their respective
Percentage Interests.
Each Servicer will establish and maintain, or cause to be established
and maintained, one or more accounts (each, a "Collection Account" and
collectively, the "Collection Accounts") as described in the Pooling and
Servicing Agreement. Each Servicer is required to deposit in its respective
Collection Account on a daily basis (and in no event later than the Business Day
following receipt in available funds) all payments and collections due after the
Cut-off Date and other amounts received or advanced with respect to their
related Mortgage Loans (including, without limitation, insurance and
condemnation proceeds and liquidation proceeds), and will be permitted to make
withdrawals therefrom as set forth in the Pooling and Servicing Agreement.
The Trustee will establish and maintain one or more accounts (the
"Distribution Account") in the name of the Trustee and for the benefit of the
Certificateholders. On each Distribution Date, the Trustee will apply amounts on
deposit in the Distribution Account (which will include all funds that were
remitted by each Servicer from the Collection Account plus, among other things,
any P&I Advances remitted to the Trustee by the Servicers, less
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applicable fees and amounts, if any, distributable to the Residual Certificates
as set forth in the Pooling and Servicing Agreement) generally to make
distributions of interest and principal from the Available Distribution Amount
(as defined herein) to the holders of Certificates as described herein. Each of
the Collection Account and the Distribution Account will conform to certain
eligibility requirements set forth in the Pooling and Servicing Agreement.
The aggregate amount available from the Mortgage Loans for distribution
to the holders of Offered Certificates on each Distribution Date (the "Available
Distribution Amount") will, in general, equal the sum of the following amounts:
(a) the total amount of all cash received on the Mortgage Loans and any
related REO Properties that is on deposit in the Collection Accounts as of the
Business Day preceding the related Servicer Remittance Date (as defined herein),
exclusive of:
(i) all Monthly Payments collected but due on a Due Date subsequent
to the related Due Period (as defined herein),
(ii) all principal prepayments, Balloon Payments, liquidation
proceeds, insurance and condemnation proceeds and other
unscheduled recoveries received subsequent to the related
Determination Date,
(iii) all amounts that are due or reimbursable to (x) any person other
than the Certificateholders and (y) the Class V-1 or Class V-2
Certificates,
(iv) all Prepayment Premiums and Yield Maintenance Charges,
(v) all net investment income on the funds in the Collection
Accounts and certain other accounts,
(vi) all Withheld Amounts (as defined herein) relating to a
subsequent Distribution Date and
(vii) all amounts deposited in any Collection Account in error;
(b) all P&I Advances made with respect to such Distribution Date by
each Servicer or the Trustee, as applicable, with respect to the Mortgage Loans
(net of certain amounts that are due or reimbursable to persons other than the
Certificateholders); and
(c) all funds released from the Interest Reserve Account (as defined
herein) for distribution on such Distribution Date. See "Description of the
Certificates--Accounts" in the Prospectus.
The "Due Period" for each Distribution Date will be the period
beginning on the day following the Determination Date in the month immediately
preceding the month in which such Distribution Date occurs and ending at the
close of business on the Determination Date of the month in which such
Distribution Date occurs.
Pass-Through Rates. The Pass-Through Rate applicable to each Class of
Offered Certificates for any Distribution Date will equal the rates per annum
specified below under "--Definitions." Interest will accrue for each Class of
Certificates during the related Interest Accrual Period (as defined herein).
Interest Distributions. On each Distribution Date, to the extent of the
Available Distribution Amount and subject to the distribution priorities
described below under "--Priority of Distributions," each Class of Offered
Certificates will be entitled to receive distributions of interest in an
aggregate amount equal to the Monthly Interest Distribution Amount (as defined
herein) with respect to such Class for such Distribution Date and, to the extent
not previously paid, for all prior Distribution Dates. No interest will accrue
on such overdue amounts. Interest will accrue with respect to the Certificates
on the basis of a 360-day year consisting of twelve 30-day months.
Principal Distributions. On each Distribution Date, to the extent of
the Available Distribution Amount remaining after all prior distributions on
such Distribution Date made in accordance with the distribution priorities
described below under "--Priority of Distributions," the Classes of Offered
Certificates will be entitled to
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distributions of principal sequentially as described below (until the
Certificate Balance of each such Class of Certificates is reduced to zero) in an
aggregate amount up to the Principal Distribution Amount (as defined herein) for
such Distribution Date.
Priority of Distributions. On each Distribution Date, unless the
principal balances of the Private Certificates and the Mezzanine Certificates
have been reduced to zero by the allocation of Collateral Support Deficits, the
Trustee will apply amounts on deposit in the Distribution Account, to the extent
of the Available Distribution Amount for such Distribution Date, in the
following order of priority:
(i) concurrently, to Class A-1, Class A-2 and Class A-X
Certificates, pro rata, up to the Optimal Interest Distribution
Amounts for such Classes for such Distribution Date;
(ii) to the Class A-1 and Class A-2 Certificates, in reduction of the
Certificate Balances thereof, an amount up to the Principal
Distribution Amount for such Distribution Date, in the following
order of priority:
first, to the Class A-1 Certificates, until the Certificate
Balance thereof has been reduced to zero; and
second, to the Class A-2 Certificates, until the Certificate
Balance thereof has been reduced to zero;
(iii) to the Class A-1 and Class A-2 Certificates, pro rata (based on
the aggregate unreimbursed Collateral Support Deficit previously
allocated to each such Class), until all amounts of such
Collateral Support Deficit (as defined herein) previously
allocated to such Classes, but not previously reimbursed, have
been reimbursed in full; and
(iv) to the Mezzanine Certificates and Private Certificates, in the
following order of priority:
(A) to the Class B Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class for such
Distribution Date;
(B) to the Class B Certificates, in reduction of the Certificate
Balance thereof, an amount up to the Remaining Principal Distribution
Amount (as defined herein) for such Distribution Date until such
Certificate Balance has been reduced to zero;
(C) to 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;
(D) to the Class C Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class for such
Distribution Date;
(E) to the Class C Certificates, in reduction of the Certificate
Balance thereof, an amount up to the Remaining Principal Distribution
Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;
(F) to 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;
(G) to the Class D Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class for such
Distribution Date;
(H) to the Class D Certificates, in reduction of the Certificate
Balance thereof, an amount up to the Remaining Principal Distribution
Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;
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(I) to 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;
(J) to the Class E Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class for such
Distribution Date;
(K) to the Class E Certificates, in reduction of the Certificate
Balance thereof, an amount up to the Remaining Principal Distribution
Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;
(L) to 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;
(M) to the Class F Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class for such
Distribution Date;
(N) to the Class F Certificates, in reduction of the Certificate
Balance thereof, an amount up to the Remaining Principal Distribution
Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;
(O) to 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;
(P) to the Class G Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class for such
Distribution Date;
(Q) to the Class G Certificates, in reduction of the Certificate
Balance thereof, an amount up to the Remaining Principal Distribution
Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;
(R) to 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;
(S) to the Class H Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class for such
Distribution Date;
(T) to the Class H Certificates, in reduction of the Certificate
Balance thereof, an amount up to the Remaining Principal Distribution
Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;
(U) to 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;
(V) to the Class J Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class for such
Distribution Date;
(W) to the Class J Certificates, in reduction of the Certificate
Balance thereof, an amount up to the Remaining Principal Distribution
Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;
(X) to 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;
(Y) to the Class K Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class for such
Distribution Date;
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(Z) to the Class K Certificates, in reduction of the Certificate
Balance thereof, an amount up to the Remaining Principal Distribution
Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;
(AA) to 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;
(BB) to the Class L Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class for such
Distribution Date;
(CC) to the Class L Certificates, in reduction of the Certificate
Balance thereof, an amount up to the Remaining Principal Distribution
Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;
(DD) to 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;
(EE) to the Class M Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class for such
Distribution Date;
(FF) to the Class M Certificates, in reduction of the Certificate
Principal Balance thereof, an amount up to the Remaining Principal
Distribution Amount for such Distribution Date until such Certificate
Balance has been reduced to zero;
(GG) to 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;
(HH) to the Class N Certificates, in respect of interest, up to
the Optimal Interest Distribution Amount for such Class on such
Distribution Date;
(II) to the Class N Certificates, in reduction of the Certificate
Balance thereof, an amount up to the Remaining Principal Distribution
Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;
(JJ) to the Class N Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class N Certificates, but
not previously reimbursed, have been reimbursed in full; and
(KK) to the Class R and Class LR Certificates, any remaining
amounts in the Upper-Tier REMIC and the Lower-Tier REMIC,
respectively.
Notwithstanding the foregoing, on each Distribution Date occurring on
or after the date on which the principal balances of the Mezzanine Certificates
and Subordinate Private Certificates have been reduced to zero by the
application of Collateral Support Deficits thereto, the Trustee will apply
amounts on deposit in the Distribution Account in the following order of
priority: (i) concurrently, to the Class A-1, Class A-2 and Class A-X
Certificates, pro rata, in respect of interest; (ii) to the Class A-1 and Class
A-2 Certificates, pro rata, in reduction of the Certificate Balances thereof,
until the Certificate Balance of each such Class has been reduced to zero; and
(iii) to the Class A-1 and Class A-2 Certificates, pro rata (based on the
aggregate unreimbursed Collateral Support Deficit previously allocated to such
Class), until all amounts of such Collateral Support Deficit previously
allocated to such Classes but not previously reimbursed have been reimbursed in
full.
Reimbursement of previously allocated Collateral Support Deficits 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.
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Definitions
"Class A-1 Pass-Through Rate": 7.325% per annum.
"Class A-2 Pass-Through Rate": 7.545% per annum.
"Class A-X Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, obtained by dividing (i) the sum of the
products of (a) the Certificate Balance of each Class of Regular Certificates
(other than the Class A-X Certificates) and (b) the related Component Rate for
such Distribution Date by (ii) the sum of all such Certificate Balances.
"Class B Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date
minus 0.535%.
"Class C Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date
minus 0.390%.
"Class D Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date
minus 0.273%.
"Class E Pass-Through Rate": As to any Distribution Date, the Weighted
Average Net Mortgage Rate for such Distribution Date.
"Class F Pass-Through Rate": As to any Distribution Date, the Weighted
Average Net Mortgage Rate for such Distribution Date.
"Class G Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net
Mortgage Rate for such Distribution Date.
"Class H Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net
Mortgage Rate for such Distribution Date.
"Class J Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net
Mortgage Rate for such Distribution Date.
"Class K Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net
Mortgage Rate for such Distribution Date.
"Class L Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net
Mortgage Rate for such Distribution Date.
"Class M Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net
Mortgage Rate for such Distribution Date.
"Class N Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net
Mortgage Rate for such Distribution Date.
"Component Rate": As to each Class of Regular Certificates, the rate
set forth below with respect thereto:
"Class A-1 Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class A-1
Pass-Through Rate.
"Class A-2 Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class A-2
Pass-Through Rate.
"Class B Component Rate": 0.535%.
"Class C Component Rate": 0.390%.
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"Class D Component Rate": 0.273%.
"Class E Component Rate": Zero.
"Class F Component Rate": Zero.
"Class G Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class G
Pass-Through Rate for such Distribution Date.
"Class H Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class H
Pass-Through Rate for such Distribution Date.
"Class J Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class J
Pass-Through Rate for such Distribution Date.
"Class K Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class K
Pass-Through Rate for such Distribution Date.
"Class L Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class L
Pass-Through Rate for such Distribution Date.
"Class M Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class M
Pass-Through Rate for such Distribution Date.
"Class N Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class N
Pass-Through Rate for such Distribution Date.
"Excess Rate": With respect to each ARD Loan after the related
Anticipated Repayment Date, the excess of the Revised Rate thereof over the
Mortgage Rate thereof.
"Interest Accrual Period": As to any Distribution Date, the period
commencing on the 11th day of the calendar month preceding the month in which
such Distribution Date occurs and ending on the 10th day of the month in which
such Distribution Date occurs. Each Interest Accrual Period is deemed to consist
of 30 days.
"Interest Shortfall Amount": As to any Distribution Date and any Class
of Regular Certificates, the amount, if any, by which the amount distributed on
such Class on such Distribution Date in respect of interest is less than the
related Optimal Interest Distribution Amount.
"Monthly Interest Distribution Amount": As to any Distribution Date and
any Class of Regular Certificates other than the Class A-X Certificates, the
amount of interest accrued for the related Interest Accrual Period at the
related Pass-Through Rate on the Certificate Balance of such Class as of such
Distribution Date, reduced by (i) such Class's share of the Uncovered Prepayment
Interest Shortfall Amount (as defined herein) and (ii) any allocations to such
Class of any Certificate Deferred Interest (as defined herein) for such
Distribution Date. As to any Distribution Date and the Class A-X Certificates,
the amount of interest accrued during the related Interest Accrual Period at the
Class A-X Pass-Through Rate on the Notional Balance as of such Distribution
Date, reduced by such Class's share of the Uncovered Prepayment Interest
Shortfall Amount for such Distribution Date.
"Mortgage Interest Accrual Period": With respect to any Mortgage Loan,
the period during which interest accrues pursuant to the related Mortgage Note.
"Mortgage Pass-Through Rate": With respect to any Mortgage Loan that
provides for calculations of interest based on twelve months of 30 days each for
any Mortgage Interest Accrual Period, the Net Mortgage Rate (as defined herein)
thereof. With respect to any Mortgage Loan that provides for interest accrual on
an Actual/360 basis, (a) for any Mortgage Interest Accrual Period relating to an
Interest Accrual Period beginning in any January, February, April, June,
September and November and any December occurring in a year immediately
preceding any year that is not a leap year, the Net Mortgage Rate thereof and
(b) for any Mortgage Interest Accrual Period relating to any Interest Accrual
Period beginning in any March, May, July, August and October and any December
occurring in a year
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immediately preceding a year that is a leap year, the Net Mortgage Rate thereof
multiplied by a fraction whose numerator is 31 and whose denominator is 30.
The Mortgage Rate for purposes of calculating Mortgage Pass-Through
Rates and the Weighted Average Net Mortgage Rate will be the Mortgage Rate of
such Mortgage Loan without taking into account any reduction in the interest
rate by a bankruptcy court pursuant to a plan of reorganization or pursuant to
any of its equitable powers or any reduction in the interest rate resulting from
a work-out as described herein under "The Pooling and Servicing
Agreement--Modifications."
"Net Mortgage Pass-Through Rate": With respect to any Mortgage Loan and
any Distribution Date, the Mortgage Pass-Through Rate for such Mortgage Loan for
the related Interest Accrual Period minus the sum of the related Servicing Fee
Rate and the Trustee Fee Rate (each as defined herein).
"Net Mortgage Rate": With respect to any Interest Accrual Period and
any Mortgage Loan, a per annum rate equal to the Mortgage Rate for such Mortgage
Loan as of the Cut-off Date minus the related Primary Servicing Fee Rate.
"Optimal Interest Distribution Amount": As to any Distribution Date and
any Class of Regular Certificates, the sum of the Monthly Interest Distribution
Amount and the Unpaid Interest Shortfall Amount (each as defined herein) for
such Class for such Distribution Date.
"Pass-Through Rate": As to each Class of Certificates, the rate set
forth below:
Class A-1: Class A-1 Pass-Through Rate
Class A-2: Class A-2 Pass-Through Rate
Class A-X: Class A-X Pass-Through Rate
Class B: Class B Pass-Through Rate
Class C: Class C Pass-Through Rate
Class D: Class D Pass-Through Rate
Class E: Class E Pass-Through Rate
Class F: Class F Pass-Through Rate
Class G: Class G Pass-Through Rate
Class H: Class H Pass-Through Rate
Class J: Class J Pass-Through Rate
Class K: Class K Pass-Through Rate
Class L: Class L Pass-Through Rate
Class M: Class M Pass-Through Rate
Class N: Class N Pass-Through Rate
"Prepayment Interest Shortfall": With respect to any Distribution Date,
for each Mortgage Loan that was subject to a principal prepayment in full or in
part and which did not include a full month's interest, or as to which insurance
or condemnation proceeds were received by the applicable Servicer or the
applicable Special Servicer for application to such Mortgage Loan, in each case
after the Determination Date in the calendar month preceding such Distribution
Date but prior to the Due Date in the related Due Period, the amount of interest
that would have accrued at the Net Mortgage Pass-Through Rate for such Mortgage
Loan on the amount of such principal prepayment, insurance proceeds or
condemnation proceeds during the period commencing on the date as of which such
principal prepayment, insurance proceeds or condemnation proceeds were applied
to the unpaid principal balance of such Mortgage Loan and ending on (and
including) the day immediately preceding such Due Date.
"Principal Distribution Amount": As to any Distribution Date, the sum
of (i) the amount collected or otherwise received on or in respect of principal
of the Mortgage Loans during the related Due Period and (ii) that portion of the
P&I Advance, if any, made in respect of principal of the Mortgage Loans with
respect to such Distribution Date.
"Remaining Principal Distribution Amount": As to any Distribution Date
and any Class of Mezzanine Certificates or Private Certificates, the amount, if
any, by which the Principal Distribution Amount for such
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Distribution Date exceeds the aggregate amount distributed in respect of
principal on such Distribution Date on all Classes senior to such Class.
"Uncovered Prepayment Interest Shortfall Amount": As to any
Distribution Date, the sum of the Uncovered Prepayment Interest Shortfalls (as
defined below under "The Pooling and Servicing Agreement--Servicing Compensation
and Payment of Expenses"), if any, for such Distribution Date.
"Unpaid Interest Shortfall Amount": As to the first Distribution Date
and any Class of Regular Certificates, zero. As to any Distribution Date after
the first Distribution Date and any Class of Regular Certificates, the amount,
if any, by which the sum of the Interest Shortfall Amounts for such Class for
prior Distribution Dates exceeds the sum of the amounts distributed on such
Class on prior Distribution Dates in respect of such Interest Shortfall Amounts.
"Unscheduled Payments of Principal": Principal prepayments, Liquidation
Proceeds (as defined herein), insurance proceeds, condemnation awards and any
other unscheduled recoveries of principal.
"Weighted Average Net Mortgage Rate": As to any Distribution Date, the
average, as of such Distribution Date, of the Net Mortgage Pass-Through Rates of
the Mortgage Loans, weighted by the Stated Principal Balances (as defined
herein) thereof.
Certain Calculations with Respect to Individual Mortgage Loans. The
Stated Principal Balance of each Mortgage Loan outstanding at any time
represents the principal balance of such Mortgage Loan ultimately due and
payable to the Certificateholders. The "Stated Principal Balance" of each
Mortgage Loan will initially equal the Cut-off Date balance thereof and, on each
Distribution Date, will be reduced by the portion of the Principal Distribution
Amount for such date that is attributable to such Mortgage Loan. The Stated
Principal Balance of a Mortgage Loan may also be reduced in connection with any
forced reduction of the actual unpaid principal balance thereof imposed by a
court presiding over a bankruptcy proceeding in which the related borrower is
the debtor. See "Certain Legal Aspects of the Mortgage Loans--Bankruptcy Laws"
in the Prospectus. If any Mortgage Loan is paid in full or such Mortgage Loan
(or any Mortgaged Property acquired in respect thereof) is otherwise liquidated,
then, as of the first Distribution Date that follows the end of the Due Period
in which such payment in full or liquidation occurred and notwithstanding that a
loss may have occurred in connection with any such liquidation, the Stated
Principal Balance of such Mortgage Loan will be zero.
For purposes of calculating distributions on, and allocations of
Collateral Support Deficit to, the Certificates, as well as for purposes of
calculating the Servicing Fee, Primary Servicing Fee and Trustee Fee (each as
defined herein) payable each month, each REO Property will be treated as if
there exists with respect thereto an outstanding mortgage loan (an "REO Loan"),
and all references to "Mortgage Loan" and "Mortgage Loans" herein and in the
Prospectus, when used in such context, will be deemed to also be references to
or to also include, as the case may be, any REO Loans. Each REO Loan will
generally be deemed to have the same characteristics as its actual predecessor
Mortgage Loan, including the same fixed Mortgage Rate (and, accordingly, the
same Net Mortgage Pass-Through Rate) and the same unpaid principal balance and
Stated Principal Balance. Amounts due on such predecessor Mortgage Loan,
including any portion thereof payable or reimbursable to the related Servicer,
will continue to be "due" in respect of the REO Loan; and amounts received in
respect of the related REO Property, net of payments to be made, or
reimbursement to the related Servicer or the related Special Servicer for
payments previously advanced, in connection with the operation and management of
such property, generally will be applied by the related Servicer as if received
on the predecessor Mortgage Loan.
Allocation of Prepayment Premiums and Yield Maintenance Charges. On
each Distribution Date, Prepayment Premiums collected during the related Due
Period will be distributed as follows by the Trustee to the holders of the
following Classes of Regular Certificates: to the Class A-1, Class A-2, Class B,
Class C, Class D, Class E and Class F Certificates, an amount equal to the
product of (a) a fraction whose numerator is the amount distributed as principal
to such Class on such Distribution Date, and whose denominator is the total
amount distributed as principal to the Class A-1, Class A-2, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M
and Class N Certificates on such Distribution Date, (b) 25% and (c) the total
amount of Prepayment Premiums collected during the related Due Period. Any
Prepayment Premiums collected during the related Due Period and remaining after
such distributions will be distributed to the holders of the Class A-X
Certificates.
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On each Distribution Date, Yield Maintenance Charges collected during
the related Due Period will be distributed by the Trustee to the following
Classes of Offered Certificates: to the Class A-1, Class A-2, Class B, Class C,
Class D, Class E and Class F Certificates, in an amount equal to the product of
(a) a fraction whose numerator is the amount distributed as principal to such
Class on such Distribution Date, and whose denominator is the total amount
distributed as principal to the Class A-1, Class A-2, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M and Class
N Certificates on such Distribution Date, (b) the Base Interest Fraction (as
defined herein) 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 collected during the related Due Period remaining after such
distributions will be distributed to the holders of the Class A-X Certificates.
The "Base Interest Fraction" with respect to any principal prepayment
on any Mortgage Loan and with respect to any Class of Offered Certificates is a
fraction (a) whose numerator is the amount, if any, by which (i) the
Pass-Through Rate on such Class of Certificates exceeds (ii) the Yield Rate used
in calculating the Yield Maintenance Charge with respect to such principal
prepayment and (b) whose denominator is the amount, if any, by which the (i)
Mortgage Rate on such Mortgage Loan exceeds (ii) the Yield Rate used in
calculating the Yield Maintenance Charge with respect to such principal
prepayment; provided, however, that under no circumstances will the Base
Interest Fraction be greater than one. If such Yield Rate is greater than or
equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y) the
Pass-Through Rate described in the preceding sentence, then the Base Interest
Fraction will equal zero.
No Prepayment Premiums or Yield Maintenance Charges will be distributed
to holders of the Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class V-1, Class V-2 or Residual Certificates. Instead, after the Certificate
Balances of the Class A-1, Class A-2, Class B, Class C, Class D, Class E and
Class F Certificates have been reduced to zero, all Prepayment Premiums and
Yield Maintenance Charges will be distributed to holders of the Class A-X
Certificates. For a description of Prepayment Premiums and Yield Maintenance
Charges, see "Certain Characteristics of the Mortgage Loans--Certain Terms and
Conditions of the Mortgage Loans--Prepayment Provisions." See also "Certain
Legal Aspects of the Mortgage Loans--Enforceability of Certain
Provisions--Default Interest Prepayment Charges and Prepayment" in the
Prospectus regarding the enforceability of Yield Maintenance Charges and
Prepayment Premiums.
Excess Interest. On each Distribution Date, Excess Interest collected
during the related Due Period in respect of the CSFB Mortgage Loans and MSDWMC
Mortgage Loans will be distributed solely to the Class V-1 and Class V-2
Certificates, respectively, to the extent set forth in the Pooling and Servicing
Agreement, and will not be available for distribution to holders of the Offered
Certificates. The holders of the Class V-1 and Class V-2 Certificates will have
the right to purchase CSFB Mortgage Loans that are ARD Loans or MSDWMC Mortgage
Loans that are ARD Loans, respectively, in each case, on or after their related
Anticipated Repayment Dates under the circumstances described under "Certain
Characteristics of the Mortgage Loans--Certain Terms and Conditions of the
Mortgage Loans." The Class V-1 and Class V-2 certificates are not entitled to
any other distributions of interest, principal, Prepayment Premiums or Yield
Maintenance Charges.
ASSUMED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE
The "Assumed Final Distribution Date" with respect to any Class of
Offered Certificates is the Distribution Date on which the aggregate Certificate
Balance of such Class of Certificates would be reduced to zero based on the
assumptions set forth below. Such Distribution Date will in each case be as
follows:
ASSUMED FINAL
CLASS DESIGNATION DISTRIBUTION DATE
----------------------- --------------------------
Class A-1 July 2008
Class A-2 April 2010
Class B May 2010
Class C May 2010
Class D May 2010
The Assumed Final Distribution Dates set forth above were calculated
based on the Mortgage Loan Assumptions (as defined herein), including the
assumptions that there are no defaults, delinquencies or prepayments on the
Mortgage Loans. Accordingly, in the event of defaults on the Mortgage Loans, the
actual final Distribution
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Date for one or more Classes of the Offered Certificates may be later, and could
be substantially later, than the related Assumed Final Distribution Date(s).
In addition, the Assumed Final Distribution Dates set forth above were
calculated on the basis of a 0% CPR. Since the rate of payment (including
prepayments) of the Mortgage Loans may exceed the scheduled rate of payments,
and could exceed such scheduled rate by a substantial amount, the actual final
Distribution Date for one or more Classes of the Offered Certificates may be
earlier, and could be substantially earlier, than the related Assumed Final
Distribution Date(s). The rate of payments (including prepayments) on the
Mortgage Loans will depend on the characteristics of the Mortgage Loans, as well
as on the prevailing level of interest rates and other economic factors, and no
assurance can be given as to actual payment experience. Finally, the Assumed
Final Distribution Dates were calculated assuming that there would not be an
early termination of the Trust Fund.
The "Rated Final Distribution Date" for each Class of Offered
Certificates will be the Distribution Date in April 2062, which is the first
Distribution Date following the date that is two years after the latest Assumed
Maturity Date. The "Assumed Maturity Date" of (a) any Mortgage Loan that is not
a Balloon Loan or ARD Loan is the maturity date of such Mortgage Loan and (b)
any Balloon Loan or ARD Loan is the date on which such Balloon Loan or ARD Loan
would fully amortize, assuming interest is paid on a 30/360 basis.
SUBORDINATION; ALLOCATION OF COLLATERAL SUPPORT DEFICITS AND CERTIFICATE
DEFERRED INTEREST
The rights of the holders of the Subordinate Private Certificates to
receive distributions of principal and interest on or in respect of the Mortgage
Loans will be subordinate to those of the holders of the Mezzanine Certificates,
and the rights of the holders of any Class of Mezzanine Certificates to receive
distributions of principal and interest on or in respect of the Mortgage Loans
will be subordinate to those of the holders of the Senior Certificates and each
Class of Mezzanine Certificates with an earlier alphabetical designation, other
than, in each case, with respect to Uncovered Prepayment Interest Shortfalls.
This subordination is intended to enhance the likelihood of timely receipt by
the holders of the Senior Certificates of the full amount of all interest
payable in respect of the Senior Certificates on each Distribution Date, and the
ultimate receipt by the holders of the Senior Certificates (other than the Class
A-X Certificates) of principal in an amount equal to, in each case, the entire
Certificate Balance of such Class of Certificates. Similarly, but to decreasing
degrees, this subordination is also intended to enhance the likelihood of timely
receipt by the holders of Class B, Class C and Class D Certificates of the full
amount of interest payable in respect of such Classes of Certificates on each
Distribution Date, and the ultimate receipt by the holders of such Certificates
of principal equal to, in each case, the entire Certificate Balance of each such
Class of Certificates. The protection afforded to the holders of any Class of
Offered Certificates by means of the subordination of each Class of Offered
Certificates, if any, subordinate thereto and by means of the subordination of
the Private Certificates will be accomplished by the application of the
Available Distribution Amount on each Distribution Date in accordance with the
order of priority described under "--Distributions" above and by the allocation
of Collateral Support Deficits and Certificate Deferred Interest in the manner
described below. No other form of credit support will be available for the
benefit of the holders of the Offered Certificates.
Allocation to each Class of Offered Certificates, in order of declining
seniority for so long as such Class is outstanding, of the Principal
Distribution Amount on a given Distribution Date will have the effect of
reducing the aggregate Certificate Balance of such Class at a proportionately
faster rate than the rate at which the aggregate Stated Principal Balance of the
Mortgage Loans will decrease. Thus, as principal is distributed to each Class of
Offered Certificates, the percentage interest in the Trust Fund evidenced by
such Class will be decreased (with a corresponding increase in the percentage
interest in the Trust Fund evidenced by the Private Certificates and those
Classes of Offered Certificates subordinate to the Class of Offered Certificates
then receiving distributions of principal), thereby increasing, relative to
their respective Certificate Balances, the subordination afforded such Class by
the Offered Certificates subordinate thereto and by the Private Certificates.
On each Distribution Date, immediately following the distributions to
be made to the Certificateholders on such date, the Trustee is required to
calculate the amount, if any, by which (i) the aggregate Stated Principal
Balance of the Mortgage Loans expected to be outstanding immediately following
such Distribution Date is less than (ii) the aggregate Certificate Balance of
the Certificates after giving effect to distributions of principal on such
Distribution Date (any such deficit, "Collateral Support Deficit"). The Trustee
will be required to allocate any such Collateral Support Deficit among the
respective Classes of Certificates as follows: to the Class N, Class M, Class L,
Class K,
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Class J, Class H, Class G, Class F, Class E, Class D, Class C and Class B
Certificates in that order, in reduction of the respective Certificate Balances
thereof, in each case until the remaining Certificate Balance of each such Class
has been reduced to zero. Following the reduction of the Certificate Balances of
all such Classes to zero, any remaining Collateral Support Deficit will be
allocated among the Class A-1 and Class A-2 Certificates, pro rata (based upon
such Classes' respective Certificate Balances), until the remaining Certificate
Balances of such Classes have been reduced to zero. Any Collateral Support
Deficit allocated to a Class of Certificates will be allocated among respective
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby.
In general, Collateral Support Deficits could result from the
occurrence of: (i) losses and other shortfalls on or in respect of the Mortgage
Loans, including as a result of defaults and delinquencies thereon, the payment
to the related Special Servicer of any compensation as described in "The Pooling
and Servicing Agreement--Servicing Compensation and Payment of Expenses," the
payment of interest on Advances (as defined herein) (to the extent not covered
by Penalty Charges collected on the related Mortgage Loans) and certain
servicing expenses; and (ii) certain unanticipated, non-Mortgage Loan specific
expenses of the Trust Fund, including certain reimbursements to the Trustee, the
Servicers, the Special Servicers and the Depositor and certain federal, state
and local taxes, and certain tax-related expenses, payable out of the Trust Fund
(but excluding Uncovered Prepayment Interest Shortfalls, which will be allocated
to all or several of the Classes of Regular Certificates on a pro rata basis as
a reduction of such Classes' interest entitlement, as described below) as
described herein under "The Pooling and Servicing Agreement." Accordingly, the
allocation of Collateral Support Deficits as described above will constitute an
allocation of losses and other shortfalls experienced by the Trust Fund. A Class
of Offered Certificates will be considered outstanding until its Certificate
Balance is reduced to zero; provided, however, that reimbursement of any
previously allocated Collateral Support Deficit may thereafter be made to such
Class.
Shortfalls in the Available Distribution Amount resulting from
Uncovered Prepayment Interest Shortfalls will generally be allocated to all
Classes of the Regular Certificates. In each case such allocations will be made
pro rata to such Classes on the basis of their Monthly Interest Distribution
Amounts (before giving effect to any reductions therefrom for such Uncovered
Prepayment Interest Shortfalls or indemnification expenses or for Certificate
Deferred Interest) and will reduce such Classes' respective interest
entitlements.
Certificate Deferred Interest. On each Distribution Date, the amount of
interest distributable monthly on each Class of Regular Certificates will be
reduced by an amount of Certificate Deferred Interest equal to the aggregate
amount of Mortgage Deferred Interest (as defined herein) for all Mortgage Loans
for the related Due Date and allocated to such Class of Certificates, the amount
representing such Certificate Deferred Interest to be allocated first, to the
Subordinate Private Certificates, second, to the Class D Certificates, third, to
the Class C Certificates and fourth, to the Class B Certificates. If the
Certificate Balance of at least one Class of Senior Certificates is not zero,
then any amounts representing Certificate Deferred Interest after allocation
thereof to the Mezzanine Certificates and Subordinate Private Certificates in
accordance with the preceding sentence, will be allocated to the Senior
Certificates (other than the Class A-X Certificates) pro rata on the basis of
such Classes' respective interest entitlements on such date (before giving
effect to any reduction therefrom on such Distribution Date). The effect of such
an allocation of Certificate Deferred Interest is to reduce the interest
otherwise distributable to such Classes of Certificates. Additionally, on each
Distribution Date, the Certificate Balance of each Class of Regular Certificates
(other than the Class A-X Certificates) will be increased (except for the
purposes of determining Voting Rights and the identity of the Controlling Class)
by the amount of Certificate Deferred Interest, if any, allocated to such Class
of Certificates.
"Certificate Deferred Interest" means, for any Distribution Date with
respect to any Class of Certificates, the amount of Mortgage Deferred Interest
allocated to such Class as described above. "Mortgage Deferred Interest" means,
with respect to any Mortgage Loan that as of any Due Date 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 related 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 Monthly Payment or, if applicable, Assumed Scheduled Payment (as defined
herein) due on such Due Date.
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PREPAYMENT AND YIELD CONSIDERATIONS
YIELD
The yield to maturity on the Offered Certificates will depend upon the
price paid by the Certificateholder, the rate and timing of the distributions in
reduction of Certificate Balance of such Certificates and the rate, timing and
severity of losses on the Mortgage Loans and the extent to which such losses are
allocable in reduction of the Certificate Balance of such Certificates, as well
as prevailing interest rates at the time of prepayment or default.
The rate of distributions in reduction of the Certificate Balance of
any Class of Offered Certificates, the aggregate amount of distributions on any
Class of Offered Certificates and the yield to maturity of any Class of Offered
Certificates will be directly related to the rate of payments of principal (both
scheduled and unscheduled) on the Mortgage Loans and the amount and timing of
borrower defaults. The Pass-Through Rate for the Class A-X Certificates for any
Distribution Date will be variable and will be based on the Weighted Average Net
Mortgage Rate for such Distribution Date. In addition, such distributions in
reduction of Certificate Balance may result from repurchases by a Mortgage Loan
Seller due to missing or defective documentation or by a Mortgage Loan Seller,
Finova, Finova Capital and Llama for breaches of representations and warranties
with respect to the Mortgage Loans as described herein under "The Pooling and
Servicing Agreement--Representations and Warranties; Repurchase," purchases of
the Mortgage Loans in the manner described herein under "The Pooling and
Servicing Agreement--Optional Termination" or purchases of ARD Loans by Class
V-1 or Class V-2 Certificateholders as described herein under "Certain
Characteristics of the Mortgage Loans--Certain Terms and Conditions of the
Mortgage Loans."
The Certificate Balance of any Class of Offered Certificates may be
reduced without distributions thereon as a result of the allocation of
Collateral Support Deficits to such Class (or the related Classes), reducing the
maximum amount distributable to such Class in respect of Certificate Balance, as
well as the amount of interest that would have accrued thereon in the absence of
such reduction. A Collateral Support Deficit generally results when the
aggregate principal balance of a Mortgage Loan is reduced without an equal
distribution to Certificateholders in reduction of the Certificate Balances of
the Certificates. Collateral Support Deficits are likely to arise under the
circumstances described in the penultimate paragraph of "Description of the
Offered Certificates--Subordination; Allocation of Collateral Support Deficits
and Certificate Deferred Interest."
Because the ability of a borrower to make a Balloon Payment or to repay
an ARD Loan in full on its Anticipated Repayment Date will depend upon its
ability either to refinance the Mortgage Loan or to sell the related Mortgaged
Properties, there is a risk that a borrower may default at the maturity date in
the case of a Balloon Loan or fail to fully repay an ARD Loan at its Anticipated
Repayment Date. In connection with a default on the Balloon Payment, the related
Special Servicer may agree to extend the maturity date thereof as described
herein under "The Pooling and Servicing Agreement--Realization Upon Mortgage
Loans." In the case of any such default, recovery of proceeds may be delayed by
and until, among other things, work-outs are negotiated, foreclosures are
completed or bankruptcy proceedings are resolved. The Directing
Certificateholder (as defined below) may delay the commencement of any
foreclosure proceedings under certain conditions described herein.
Certificateholders are not entitled to receive distributions of Monthly Payments
or the Balloon Payment when due except to the extent they are either actually
received or covered by an Advance. Consequently, any defaulted Monthly Payment
for which no such Advance is made and a defaulted Balloon Payment will tend to
extend the weighted average lives of the Certificates, whether or not a
permitted extension of the maturity date of the related Mortgage Loan has been
effected. The rate of payments (including voluntary and involuntary prepayments)
on pools of Mortgage Loans is influenced by a variety of economic, demographic,
geographic, social, tax, legal and other factors, including the level of
mortgage interest rates and the rate at which borrowers default on their
mortgage loans.
The timing of changes in the rate of prepayments on the Mortgage Loans
may significantly affect the actual yield to maturity experienced by an investor
even if the average rate of principal payments experienced over time is
consistent with such investor's expectation. In general, the earlier a
prepayment of principal on the Mortgage Loans is applied in reduction of the
Certificate Balance of a Class of Offered Certificates, the greater the effect
on such investor's yield to maturity.
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<PAGE>
Substantially all of the Mortgage Loans have Lockout and/or Defeasance
Periods ranging from 41 months to 233 months following the Cut-off Date. The
weighted average Lockout and/or Defeasance Period for the Mortgage Loans is
approximately 107 months. Voluntary prepayments on the Mortgage Loans are
generally prohibited until no earlier than one to six months preceding their
Anticipated Repayment Date or maturity date, as applicable. See "Certain
Characteristics of the Mortgage Loans--Certain Terms and Conditions of the
Mortgage Loans--Prepayment Provisions" in this Prospectus Supplement.
As described herein, all of the Mortgage Loans have one or more
call-protection features (i.e., Lockout Periods, Prepayment Premiums or Yield
Maintenance Charges), which are intended to prohibit or discourage borrowers
from prepaying their Mortgage Loans. Notwithstanding the existence of such call
protection, no representation is made as to the rate of principal payments on
the Mortgage Loans or as to the yield to maturity of any Class of Offered
Certificates. In addition, although Excess Cash Flow is applied to reduce the
principal of the ARD Loans after their respective Anticipated Repayment Dates
and the Mortgage Rates are reset at the Revised Rates, there can be no assurance
that any of such Mortgage Loans will be prepaid on that date or any date prior
to maturity. Additional Collateral Loans may require principal prepayments
during the related Lockout Periods without payment of a Prepayment Premium or
Yield Maintenance Charge. An investor is urged to make an investment decision
with respect to any Class of Offered Certificates based on the anticipated yield
to maturity of such Class of Offered Certificates resulting from its purchase
price and such investor's own determination as to anticipated Mortgage Loan
prepayment rates under a variety of scenarios. The extent to which any Class of
Offered Certificates is purchased at a discount or a premium and the degree to
which the timing of payments on such Class of Offered Certificates is sensitive
to prepayments will determine the extent to which the yield to maturity of such
Class of Offered Certificates may vary from the anticipated yield. An investor
should carefully consider the associated risks, including, in the case of any
Offered Certificates purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans could result in an
actual yield to such investor that is lower than the anticipated yield and, in
the case of any Offered Certificates purchased at a premium, the risk that a
faster than anticipated rate of principal payments could result in an actual
yield to such investor that is lower than the anticipated yield.
An investor should consider the risk that rapid rates of prepayments on
the Mortgage Loans, and therefore of amounts distributable in reduction of the
principal balance of the Offered Certificates entitled to distributions of
principal may coincide with periods of low prevailing interest rates. During
such periods, the effective interest rates on securities in which an investor
may choose to reinvest amounts distributed in reduction of the principal balance
of such investor's Offered Certificate may be lower than the Pass-Through Rate.
There can be no assurance that any distribution of Prepayment Premiums or Yield
Maintenance Charges advanced by the Servicer in connection with the mandatory
prepayment of an Additional Collateral Loan will be sufficient to offset any
negative effect on yield.
Conversely, slower rates of prepayments on the Mortgage Loans, and
therefore of amounts distributable in reduction of the principal balance of the
Offered Certificates entitled to distributions of principal, may coincide with
periods of high prevailing interest rates. During such periods, the amount of
principal distributions resulting from prepayments available to an investor in
such Certificates for reinvestment at such high prevailing interest rates may be
relatively small.
The Pass-Through Rate applicable to the Class B, Class C and Class D
Certificates for any Distribution Date will be equal to the Weighted Average Net
Mortgage Rate minus 0.535%, 0.390% and 0.273%, respectively with respect to such
Distribution Date. Accordingly, the yield on the Class B, Class C and Class D
Certificates will be sensitive to changes in the relative composition of the
Mortgage Loans as a result of scheduled amortization, voluntary prepayments,
liquidations of Mortgage Loans following default and repurchases of Mortgage
Loans. Losses or payments of principal on the Mortgage Loans with higher
Mortgage Rates will result in a reduction in the Weighted Average Net Mortgage
Rate, reducing the Pass-Through Rates of the Class B, Class C and Class D
Certificates.
The effective yield to holders of Offered Certificates will be lower
than the yield otherwise produced by the applicable Pass-Through Rate and
purchase prices because while interest is generally required to be paid by the
borrower on a specified day between the first day and the eleventh day of each
month, the distribution of such interest will not be made until the Distribution
Date occurring in such month, and principal paid on any Distribution Date will
not bear interest during the period after the interest is paid and before the
Distribution Date occurs. Additionally, as described under "Description of the
Offered Certificates--Distributions" herein, if the portion of
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<PAGE>
the Available Distribution Amount distributable in respect of interest on any
Class of Offered Certificates on any Distribution Date is less than the amount
of interest required to be paid to the holders of such Class, the shortfall will
be distributable to holders of such Class of Certificates on subsequent
Distribution Dates, to the extent of Available Funds on such Distribution Dates.
Any such shortfall will not bear interest, however, and will therefore
negatively affect the yield to maturity of such Class of Certificates for so
long as it is outstanding.
MODELING ASSUMPTIONS
Prepayments on mortgage loans may be measured by a prepayment standard
or model. The model used in this Prospectus Supplement is the "Constant
Prepayment Rate" or "CPR" model. The CPR model represents an assumed constant
annual rate of prepayment each month, expressed as a per annum percentage of the
then-scheduled principal balance of the pool of mortgage loans. As used in the
following tables, (i) the column headed "0% CPR" assumes that none of the
Mortgage Loans is prepaid before the Anticipated Repayment Date or maturity
date, as applicable, and (ii) the columns headed "5% CPR," "10% CPR," "15% CPR"
and "25% CPR" assume that prepayments on the Mortgage Loans are made at those
levels of CPR following the expiration of any Lockout Period and Yield
Maintenance Period. All columns in the following tables assume that all of the
ARD Loans are fully prepaid on their related Anticipated Repayment Date and all
of the other Mortgage Loans are paid in full on their maturity date. There is no
assurance, however, that prepayments of the Mortgage Loans will conform to any
level of CPR, and no representation is made that the Mortgage Loans will prepay
at the levels of CPR shown or at any other prepayment rate. The foregoing
assumptions are referred to herein as the "Prepayment Assumptions."
For purposes of this Prospectus Supplement, the "Mortgage Loan
Assumptions" are the following: (i) each Mortgage Loan will pay principal and
interest in accordance with its terms and scheduled payments will be timely
received on the related Due Date; (ii) all Mortgage Loans have Due Dates on the
eleventh day of each month and accrue interest on the respective basis described
herein; (iii) all prepayments are accompanied by a full month's interest and
there are no Prepayment Interest Shortfalls; (iv) no Yield Maintenance Charges
are allocated to the Certificates; (v) distributions on the Certificates are
made on the fifteenth day (each assumed to be a Business Day) of each month,
commencing in August 2000; (vi) neither the Mortgage Loan Sellers, nor any other
party repurchases any Mortgage Loan as described under "The Pooling and
Servicing Agreement--Representations and Warranties; Repurchase"; (vii) there
are no delinquencies or defaults with respect to, and no modifications, waivers
or amendments of the terms of, the Mortgage Loans; (viii) there are no
Collateral Support Deficits, Certificate Deferred Interest or Appraisal
Reduction Amounts (as defined herein) with respect to the Mortgage Loans or the
Trust Fund; (ix) none of the Mortgage Loan Sellers, the Controlling Class or the
Servicers exercise the right to cause the early termination of the Trust Fund;
(x) the Servicing Fee Rate, Trustee Fee Rate and Primary Servicing Fee Rate for
each Distribution Date are the rates set forth herein on the Stated Principal
Balance of the Mortgage Loans as of the related Due Date; and (xi) the date of
determination of weighted average life is August 4, 2000.
RATED FINAL DISTRIBUTION DATE
The ratings provided by the Rating Agencies address the likelihood that
all principal due on the Offered Certificates will be received by the Rated
Final Distribution Date, which is the Distribution Date occurring in April 2062,
which is the first Distribution Date following the date that is two years after
the latest Assumed Maturity Date. Most of the Mortgage Loans have maturity dates
or Anticipated Repayment Dates that occur earlier than the latest Assumed
Maturity Date, and most of the Mortgage Loans may be prepaid prior to maturity.
Consequently, it is possible that the Certificate Balance of each Class of
Offered Certificates will be reduced to zero significantly earlier than the
Rated Final Distribution Date.
WEIGHTED AVERAGE LIFE OF OFFERED CERTIFICATES
Weighted average life refers to the average amount of time that will
elapse from the date of determination to the date of distribution or allocation
to the investor of each dollar in reduction of Certificate Balance that is
distributed or allocated, respectively. The weighted average lives of the
Offered Certificates will be influenced by, among other things, the rate at
which principal of the Mortgage Loans is paid, which may occur as a result of
scheduled amortization, Balloon Payments, voluntary or involuntary prepayments
or liquidations.
S-130
<PAGE>
The weighted average lives of the Offered Certificates may also be
affected to the extent that additional distributions in reduction of the
Certificate Balance of such Certificates occur as a result of the repurchase or
purchase of Mortgage Loans from the Trust Fund as described under "The Pooling
and Servicing Agreement--Representations and Warranties; Repurchase" and
"--Optional Termination" herein. Such a repurchase or purchase from the Trust
Fund will have the same effect on distributions to the holders of Certificates
as if the related Mortgage Loans had prepaid in full, except that no Prepayment
Premiums or Yield Maintenance Charges are made in respect thereof.
The tables of "Percentage of Initial Certificate Balance Outstanding at
the Respective CPRs Set Forth Below" indicate the weighted average life of each
Class of Offered Certificates and set forth the percentage of the initial
Certificate Balance of such Offered Certificates that would be outstanding after
each of the dates shown at the various CPRs and based on the Prepayment
Assumptions. The tables have also been prepared on the basis of the Mortgage
Loan Assumptions. The Mortgage Loan Assumptions made in preparing the previous
and following tables are expected to vary from the actual performance of the
Mortgage Loans. It is highly unlikely that principal of the Mortgage Loans will
be repaid consistent with assumptions underlying any one of the scenarios.
Investors are urged to conduct their own analysis concerning the likelihood that
the Mortgage Loans may pay or prepay on any particular date.
Based on the Mortgage Loan Assumptions, the Prepayment Assumptions and
the various CPRs, the tables indicate the weighted average life of the Offered
Certificates and set forth the percentages of the initial Certificate Balance of
the Offered Certificates that would be outstanding after each of the indicated
Distribution Dates, at the indicated CPRs.
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<PAGE>
CLASS A-1 CERTIFICATES
PERCENTAGE OF INITIAL CERTIFICATE BALANCE
OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW
<TABLE>
<CAPTION>
DISTRIBUTION DATE 0% CPR 5% CPR 10% CPR 15% CPR 25% CPR
----------------- ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
Initial Percent 100 100 100 100 100
July 15, 2001 95 95 95 95 95
July 15, 2002 89 89 89 89 89
July 15, 2003 83 83 83 83 83
July 15, 2004 76 76 76 76 76
July 15, 2005 67 67 67 67 67
July 15, 2006 52 52 52 52 52
July 15, 2007 43 43 43 42 42
July 15, 2008 0 0 0 0 0
July 15, 2009 0 0 0 0 0
July 15, 2010 0 0 0 0 0
July 15, 2011 0 0 0 0 0
July 15, 2012 0 0 0 0 0
July 15, 2013 0 0 0 0 0
July 15, 2014 0 0 0 0 0
July 15, 2015 0 0 0 0 0
July 15, 2016 0 0 0 0 0
July 15, 2017 0 0 0 0 0
July 15, 2018 0 0 0 0 0
July 15, 2019 0 0 0 0 0
July 15, 2020 0 0 0 0 0
July 15, 2021 0 0 0 0 0
July 15, 2022 0 0 0 0 0
July 15, 2023 0 0 0 0 0
July 15, 2024 0 0 0 0 0
July 15, 2025 0 0 0 0 0
Weighted Average Life (in years)(1) 5.7 5.7 5.7 5.7 5.7
</TABLE>
------------------
(1) The weighted average life of the Class A-1 Certificates is determined by
(i) multiplying the amount of each distribution in reduction of Certificate
Balance of such Class by the number of years from the Closing Date to the
related Distribution Date, (ii) adding the results and (iii) dividing the
sum by the aggregate distributions in reduction of Certificate Balance
referred to in clause (i).
S-132
<PAGE>
CLASS A-2 CERTIFICATES
PERCENTAGE OF INITIAL CERTIFICATE BALANCE
OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW
<TABLE>
<CAPTION>
DISTRIBUTION DATE 0% CPR 5% CPR 10% CPR 15% CPR 25% CPR
----------------- ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
Initial Percent 100 100 100 100 100
July 15, 2001 100 100 100 100 100
July 15, 2002 100 100 100 100 100
July 15, 2003 100 100 100 100 100
July 15, 2004 100 100 100 100 100
July 15, 2005 100 100 100 100 100
July 15, 2006 100 100 100 100 100
July 15, 2007 100 100 100 100 100
July 15, 2008 95 95 95 95 94
July 15, 2009 64 64 63 63 62
July 15, 2010 0 0 0 0 0
July 15, 2011 0 0 0 0 0
July 15, 2012 0 0 0 0 0
July 15, 2013 0 0 0 0 0
July 15, 2014 0 0 0 0 0
July 15, 2015 0 0 0 0 0
July 15, 2016 0 0 0 0 0
July 15, 2017 0 0 0 0 0
July 15, 2018 0 0 0 0 0
July 15, 2019 0 0 0 0 0
July 15, 2020 0 0 0 0 0
July 15, 2021 0 0 0 0 0
July 15, 2022 0 0 0 0 0
July 15, 2023 0 0 0 0 0
July 15, 2024 0 0 0 0 0
July 15, 2025 0 0 0 0 0
Weighted Average Life (in years)(1) 9.1 9.1 9.1 9.1 9.1
</TABLE>
------------------
(1) The weighted average life of the Class A-2 Certificates is determined by
(i) multiplying the amount of each distribution in reduction of Certificate
Balance of such Class by the number of years from the Closing Date to the
related Distribution Date, (ii) adding the results and (iii) dividing the
sum by the aggregate distributions in reduction of Certificate Balance
referred to in clause (i).
S-133
<PAGE>
CLASS B CERTIFICATES
PERCENTAGE OF INITIAL CERTIFICATE BALANCE
OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW
<TABLE>
<CAPTION>
DISTRIBUTION DATE 0% CPR 5% CPR 10% CPR 15% CPR 25% CPR
----------------- ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
Initial Percent 100 100 100 100 100
July 15, 2001 100 100 100 100 100
July 15, 2002 100 100 100 100 100
July 15, 2003 100 100 100 100 100
July 15, 2004 100 100 100 100 100
July 15, 2005 100 100 100 100 100
July 15, 2006 100 100 100 100 100
July 15, 2007 100 100 100 100 100
July 15, 2008 100 100 100 100 100
July 15, 2009 100 100 100 100 100
July 15, 2010 0 0 0 0 0
July 15, 2011 0 0 0 0 0
July 15, 2012 0 0 0 0 0
July 15, 2013 0 0 0 0 0
July 15, 2014 0 0 0 0 0
July 15, 2015 0 0 0 0 0
July 15, 2016 0 0 0 0 0
July 15, 2017 0 0 0 0 0
July 15, 2018 0 0 0 0 0
July 15, 2019 0 0 0 0 0
July 15, 2020 0 0 0 0 0
July 15, 2021 0 0 0 0 0
July 15, 2022 0 0 0 0 0
July 15, 2023 0 0 0 0 0
July 15, 2024 0 0 0 0 0
July 15, 2025 0 0 0 0 0
Weighted Average Life (in years)(1) 9.7 9.7 9.7 9.7 9.7
</TABLE>
--------------
(1) The weighted average life of the Class B Certificates is determined by (i)
multiplying the amount of each distribution in reduction of Certificate
Balance of such Class by the number of years from the Closing Date to the
related Distribution Date, (ii) adding the results and (iii) dividing the
sum by the aggregate distributions in reduction of Certificate Balance
referred to in clause (i).
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<PAGE>
CLASS C CERTIFICATES
PERCENTAGE OF INITIAL CERTIFICATE BALANCE
OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW
<TABLE>
<CAPTION>
DISTRIBUTION DATE 0% CPR 5% CPR 10% CPR 15% CPR 25% CPR
----------------- ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
Initial Percent 100 100 100 100 100
July 15, 2001 100 100 100 100 100
July 15, 2002 100 100 100 100 100
July 15, 2003 100 100 100 100 100
July 15, 2004 100 100 100 100 100
July 15, 2005 100 100 100 100 100
July 15, 2006 100 100 100 100 100
July 15, 2007 100 100 100 100 100
July 15, 2008 100 100 100 100 100
July 15, 2009 100 100 100 100 100
July 15, 2010 0 0 0 0 0
July 15, 2011 0 0 0 0 0
July 15, 2012 0 0 0 0 0
July 15, 2013 0 0 0 0 0
July 15, 2014 0 0 0 0 0
July 15, 2015 0 0 0 0 0
July 15, 2016 0 0 0 0 0
July 15, 2017 0 0 0 0 0
July 15, 2018 0 0 0 0 0
July 15, 2019 0 0 0 0 0
July 15, 2020 0 0 0 0 0
July 15, 2021 0 0 0 0 0
July 15, 2022 0 0 0 0 0
July 15, 2023 0 0 0 0 0
July 15, 2024 0 0 0 0 0
July 15, 2025 0 0 0 0 0
Weighted Average Life (in years)(1) 9.8 9.8 9.8 9.8 9.8
</TABLE>
------------------
(1) The weighted average life of the Class C Certificates is determined by (i)
multiplying the amount of each distribution in reduction of Certificate
Balance of such Class by the number of years from the Closing Date to the
related Distribution Date, (ii) adding the results and (iii) dividing the
sum by the aggregate distributions in reduction of Certificate Balance
referred to in clause (i).
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<PAGE>
CLASS D CERTIFICATES
PERCENTAGE OF INITIAL CERTIFICATE BALANCE
OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW
<TABLE>
<CAPTION>
DISTRIBUTION DATE 0% CPR 5% CPR 10% CPR 15% CPR 25% CPR
----------------- ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
Initial Percent 100 100 100 100 100
July 15, 2001 100 100 100 100 100
July 15, 2002 100 100 100 100 100
July 15, 2003 100 100 100 100 100
July 15, 2004 100 100 100 100 100
July 15, 2005 100 100 100 100 100
July 15, 2006 100 100 100 100 100
July 15, 2007 100 100 100 100 100
July 15, 2008 100 100 100 100 100
July 15, 2009 100 100 100 100 100
July 15, 2010 0 0 0 0 0
July 15, 2011 0 0 0 0 0
July 15, 2012 0 0 0 0 0
July 15, 2013 0 0 0 0 0
July 15, 2014 0 0 0 0 0
July 15, 2015 0 0 0 0 0
July 15, 2016 0 0 0 0 0
July 15, 2017 0 0 0 0 0
July 15, 2018 0 0 0 0 0
July 15, 2019 0 0 0 0 0
July 15, 2020 0 0 0 0 0
July 15, 2021 0 0 0 0 0
July 15, 2022 0 0 0 0 0
July 15, 2023 0 0 0 0 0
July 15, 2024 0 0 0 0 0
July 15, 2025 0 0 0 0 0
Weighted Average Life (in years)(1) 9.8 9.8 9.8 9.8 9.8
</TABLE>
------------------
(1) The weighted average life of the Class D Certificates is determined by (i)
multiplying the amount of each distribution in reduction of Certificate
Balance of such Class by the number of years from the Closing Date to the
related Distribution Date, (ii) adding the results and (iii) dividing the
sum by the aggregate distributions in reduction of Certificate Balance
referred to in clause (i).
S-136
<PAGE>
THE POOLING AND SERVICING AGREEMENT
GENERAL
The Certificates will be issued pursuant to a Pooling and Servicing
Agreement to be dated as of July 11, 2000 (the "Pooling and Servicing
Agreement"), by and among the Depositor, the Servicers, the Special Servicers
and the Trustee.
Reference is made to the Prospectus for important information in
addition to that set forth herein regarding the terms of the Pooling and
Servicing Agreement and terms and conditions of the Offered Certificates. The
Trustee will provide a copy of the Pooling and Servicing Agreement to a
prospective or actual holder of an Offered Certificate, upon written request
and, at the Trustee's discretion, payment of a reasonable fee for any expenses.
The Pooling and Servicing Agreement will also be made available by the Trustee
on its website, at the address set forth under "Reporting Requirements." The
Pooling and Servicing Agreement will also be filed with the Commission by the
Depositor by means of the EDGAR System and should be available on the
Commission's website, the address of which is "www.sec.gov."
ASSIGNMENT OF THE MORTGAGE LOANS
On the Closing Date, the Depositor will sell, transfer or otherwise
convey, assign or cause the assignment of the Mortgage Loans, without recourse,
to the Trustee for the benefit of the holders of Certificates. On or prior to
the Closing Date, the Depositor will deliver to the Trustee, with respect to
each Mortgage Loan, a mortgage file ("Mortgage File") containing certain
documents and instruments, including, among other things, the following: (i) the
original Mortgage Note endorsed without recourse to the order of the Trustee, or
a lost note affidavit; (ii) the original mortgage or counterpart thereof (or, in
either case, a certified copy thereof); (iii) the assignment of the mortgage in
recordable form in favor of the Trustee; (iv) if applicable, preceding
assignments of mortgages (or certified copies thereof); (v) the related security
agreement, if any; (vi) if applicable, the original assignment of the assignment
of leases and rents to the Trustee; (vii) if applicable, preceding assignments
of assignments of leases and rents (or certified copies thereof); (viii) a
certified copy of the UCC-1 Financing Statements, if any, including UCC-3
continuation statements and UCC-3 assignments; (ix) if applicable, the original
loan agreements; (x) the original lender's title insurance policy (or marked
commitments to insure); and (xi) with respect to the L'Enfant Loan, the
co-lender and intercreditor agreements and (xii) with respect to the 1211 Avenue
of the Americas Loan and the Crystal Pavilion/Petry Building Loan, the
applicable intercreditor agreement. The Trustee will hold such documents for the
benefit of the holders of the Certificates. The Trustee is obligated to review
the documents described in items (i) through (iv), (vi) through (viii) and (x)
above for each Mortgage Loan and report any missing documents or certain types
of defects therein (in each such case, a "Defect" in the related Mortgage File)
within 90 days after the Closing Date to the Depositor, the applicable Servicer,
the applicable Special Servicer and the applicable Mortgage Loan Seller as set
forth in and subject to the terms of the Pooling and Servicing Agreement.
REPRESENTATIONS AND WARRANTIES; REPURCHASE
In the Pooling and Servicing Agreement, the Depositor will assign to
the Trustee for the benefit of the Certificateholders (i) the representations
and warranties made by each of the Mortgage Loan Sellers to the Depositor in the
Mortgage Loan Purchase Agreements and (ii) the representations and warranties
made by Finova Capital, Finova and Llama to the MSDWMC Mortgage Loan Seller with
respect to the Mortgage Loans sold by FINOVA Commercial Mortgage Loan Owner
Trust 1998-1 ("Finova Owner Trust") and Finova (the "Finova Loans") and Llama
(the "Llama Loans") to the MSDWMC Mortgage Loan Seller, which will be assigned
by the MSDWMC Mortgage Loan Seller to the Depositor in the related Mortgage Loan
Purchase Agreement. The CSFB Mortgage Loan Seller will make representations and
warranties as of the Closing Date (unless otherwise specified) with respect to
the CSFB Mortgage Loans. The NCCB Mortgage Loan Seller will make representations
and warranties as of the Closing Date (unless otherwise specified) with respect
to the NCCB Mortgage Loans. The MSDWMC Mortgage Loan Seller will make
representations and warranties as of the Closing Date (unless otherwise
specified) with respect to 24 of the MSDWMC Mortgage Loans (representing 15.1%
of the Initial Pool Balance). With respect to four of the MSDWMC Mortgage Loans
(representing 3.2% of the Initial Pool Balance) the Trustee will receive the
assignment of certain of the representations and warranties made by Finova
Capital to the MSDWMC Mortgage
S-137
<PAGE>
Loan Seller as of July 8, 1999, the date on which the MSDWMC Mortgage Loan
Seller acquired such Mortgage Loans from Finova Owner Trust. With respect to
nine of the MSDWMC Mortgage Loans (representing 4.8% of the Initial Pool
Balance) the Trustee will receive the assignment of certain of the
representations and warranties made by Finova to the MSDWMC Mortgage Loan Seller
as of July 8, 1999, the date on which the MSDWMC Mortgage Loan Seller acquired
such Mortgage Loans from Finova. With respect to four of the MSDWMC Mortgage
Loans (representing 1.8% of the Initial Pool Balance) the Trustee will receive
the assignment of certain of the representations and warranties made by Llama to
the MSDWMC Mortgage Loan Seller as of December 17, 1999, the date on which the
MSDWMC Mortgage Loan Seller acquired such Mortgage Loans from Llama. Subject to
certain specified exceptions, the representations and warranties of the CSFB
Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller and NCCB Mortgage Loan
Seller generally include the following:
(1) the information set forth in the schedule of the Mortgage Loans
attached to the related Mortgage Loan Purchase Agreement is true and
correct in all material respects;
(2) such seller owned the Mortgage Loan free and clear of any and all
pledges, liens and/or other encumbrances;
(3) no scheduled payment of principal and interest under the Mortgage
Loan was 30 days or more past due as of the Cut-off Date, and the Mortgage
Loan has not been 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-off Date;
(4) the related Mortgage constitutes a valid and, subject to certain
creditors' rights exceptions, enforceable first priority mortgage lien
(subject to certain permitted encumbrances) upon the related Mortgaged
Property;
(5) the assignment of the related Mortgage in favor of the Trustee
constitutes a legal, valid and binding assignment;
(6) the related assignment of leases establishes and creates a valid
and, subject to certain creditors' rights exceptions, enforceable first
priority lien (subject to certain permitted encumbrances) in the related
borrower's interest in all leases of the Mortgaged Property;
(7) the Mortgage has not been satisfied, canceled, rescinded or
subordinated in whole or in material part, and the related Mortgaged
Property has not been released from the lien of such Mortgage, in whole or
in material part;
(8) except as set forth in a property inspection report or engineering
report prepared in connection with the origination of the Mortgage Loan,
the related Mortgaged Property is, to the seller's knowledge, free and
clear of any material damage that would materially and adversely affect its
value as security for the Mortgage Loan (normal wear and tear excepted) or
reserves have been established to remediate such damage;
(9) to the seller's knowledge, there is no proceeding pending for the
condemnation of all or any material portion of any Mortgaged Property;
(10) the related Mortgaged Property is covered by an American Land
Title Association (or an equivalent form of) lender's title insurance
policy or a marked-up title insurance commitment (on which the required
premium has been paid) which evidences such title insurance policy that
insures that the related Mortgage is a valid, first priority lien on such
Mortgaged Property, subject only to the exceptions stated therein;
(11) the proceeds of the Mortgage Loan have been fully disbursed and
there is no obligation for future advances with respect thereto;
(12) an environmental site assessment was performed with respect to
the Mortgaged Property in connection with the origination of the related
Mortgage Loan, a report of each such assessment has been delivered to the
Depositor, and such seller has no knowledge of any material and adverse
environmental condition or circumstance affecting such Mortgaged Property
that was not disclosed in such report;
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(13) each Mortgage Note, Mortgage and other agreement that evidences
or secures the Mortgage Loan is, subject to certain creditors' rights
exceptions and other exceptions of general application, the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with
its terms, and there is no valid defense, counterclaim or right of offset
or rescission available to the related borrower with respect to such
Mortgage Note, Mortgage or other agreement;
(14) the related Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by casualty and liability insurance
policies of a type specified in the related Mortgage Loan Purchase
Agreement;
(15) there are no delinquent or unpaid taxes, assessments or other
outstanding charges affecting the related Mortgaged Property that are or
may become a lien of priority equal to or higher than the lien of the
related Mortgage;
(16) the related borrower is not, to such seller's knowledge, a debtor
in any state or federal bankruptcy or insolvency proceeding;
(17) the related Mortgaged Property consists of the related borrower's
fee simple estate in real estate or, if the related Mortgage encumbers the
interest of a borrower as a lessee under a ground lease of the Mortgaged
Property (a) such ground lease or a memorandum thereof has been or will be
duly recorded and permits the interest of the lessee thereunder to be
encumbered by the related Mortgage; (b) the borrower's interest in such
ground lease is assignable upon notice to, but without the consent of, the
lessor thereunder; (c) such ground lease is in full force and effect and,
to the knowledge of the seller, no material default has occurred
thereunder; (d) such ground lease, or an estoppel letter related thereto,
requires the lessor under such ground lease to give notice of any default
by the lessee to the holder of the Mortgage (provided any required notice
of the lien is given to lessor); (e) the holder of the Mortgage is
permitted a reasonable opportunity (including, where necessary, sufficient
time to gain possession of the interest of the lessee under such ground
lease) to cure any default under such ground lease, which is curable after
the receipt of notice of any such default, before the lessor thereunder may
terminate such ground lease; and (f) such ground lease has an original term
(including any extension options set forth therein) which extends not less
than ten years beyond the scheduled maturity date of the Mortgage Loan;
(18) the Mortgage Loan is not cross-collateralized or cross-defaulted
with any loan other than one or more other Mortgage Loans;
(19) no Mortgage requires the holder thereof to release all or any
material portion of the related Mortgaged Property from the lien thereof
except upon payment in full of the Mortgage Loan or defeasance, or in
certain cases, upon (a) the satisfaction of certain legal and underwriting
requirements and (b) except where the portion of the Mortgaged Property
permitted to be released was not considered by the seller in underwriting
the Mortgage Loan, the payment of a release price and prepayment
consideration in connection therewith; and
(20) to such seller's knowledge, there exists no material default,
breach, violation or event of acceleration (and no event which, with the
passage of time or the giving of notice, or both, would constitute any of
the foregoing) under the related Mortgage Note or Mortgage in any such case
to the extent the same materially and adversely affects the value of the
Mortgage Loan and the related Mortgaged Property.
If a Mortgage Loan Seller has been notified of a Defect in any Mortgage
File or if a Mortgage Loan Seller, Finova Capital, Finova or Llama has been
notified of a breach of any of its representations and warranties (a "Breach")
which, in either case, materially and adversely affects the value of any
Mortgage Loan or the interests of the Certificateholders therein, and if such
Mortgage Loan Seller does not cure such Defect or such Mortgage Loan Seller,
Finova Capital, Finova or Llama does not cure such Breach, in each case within a
period of 90 days following the earlier of its receipt of such notice or its
discovery of the Defect or Breach, then such Mortgage Loan Seller, in the case
of a Defect, or such Mortgage Loan Seller, Finova Capital, Finova or Llama in
the case of a Breach, will be obligated to repurchase the affected Mortgage Loan
within such 90-day period (or in the case of Finova Loans, within a 180-day
period if certain conditions are satisfied). The price (the "Purchase Price")
will be equal to the sum of (i) the outstanding principal balance of such
Mortgage Loan as of the date of purchase, (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 (which includes
unpaid Servicing Fees and Primary
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Servicing Fees), (iii) all related unreimbursed Servicing Advances plus, in
general, accrued and unpaid interest on related Advances at the Reimbursement
Rate (as defined herein) and (iv) all reasonable out-of-pocket expenses
reasonably incurred or to be incurred by the related Servicer, the related
Special Servicer, the Depositor and the Trustee in respect of the Defect or
Breach giving rise to the repurchase obligation, including any expenses arising
out of the enforcement of the repurchase obligation.
The foregoing repurchase obligation will constitute the sole remedy
available to the Certificateholders and the Trustee for any Defect in a Mortgage
File or any Breach of any Mortgage Loan Seller's, Finova Capital's, Finova's or
Llama's representations or warranties regarding the Mortgage Loans. Certain
representations made by Llama in connection with its sale to the MSDWMC Mortgage
Loan Seller of the Llama Loans expire on December 17, 2000, and Llama's
obligation to repurchase any Llama Loan in connection with a breach of any such
representation will terminate on that date unless Llama has become aware of the
existence of such breach prior to such date. The related Mortgage Loan Seller,
Finova Capital, Finova or Llama, as applicable, will be the sole warranting
party in respect of the Mortgage Loans, and none of the Depositor, the
Servicers, the Special Servicers, the Trustee, the Underwriters or any of their
affiliates will be obligated to repurchase any affected Mortgage Loan in
connection with a Breach if a Mortgage Loan Seller, Finova Capital, Finova or
Llama defaults on its obligation to do so and no assurance can be given that the
Mortgage Loan Sellers or such other parties will fulfill such obligation.
However, the Depositor will not include any Mortgage Loan in the Trust Fund if
anything has come to the Depositor's attention prior to the Closing Date that
causes it to believe that the representations and warranties made by the related
Mortgage Loan Seller, Finova Capital, Finova or Llama regarding such Mortgage
Loan will not be correct in all material respects when made (subject to any
exceptions stated in the related mortgage loan purchase agreement). The
repurchase obligation of the CSFB Mortgage Loan Seller with respect to the CSFB
Mortgage Loans will be guaranteed by Credit Suisse First Boston, acting through
its Cayman Branch ("CSFB Cayman"). CSFB Cayman will not guarantee the repurchase
obligations of the MSDWMC Mortgage Loan Seller, the NCCB Mortgage Loan Seller,
Finova Capital, Finova or Llama.
Any Defect or any Breach that, in either case, causes any Mortgage Loan
not to be a "qualified mortgage" within the meaning of the REMIC provisions of
the Code shall be deemed to materially and adversely affect the interests of
Certificateholders therein, requiring the related Mortgage Loan Seller, Finova
Capital, Finova or Llama, as applicable, to purchase the affected Mortgage Loan
from the Trust Fund at the applicable Purchase Price or in conformity with the
related Mortgage Loan Purchase Agreement.
SERVICING OF THE MORTGAGE LOANS; COLLECTION OF PAYMENTS
Each Servicer and each Special Servicer will service and administer
their respective Mortgage Loans and, with respect to each Special Servicer, any
REO Properties (subject to the servicing and special servicing of the L'Enfant
Loan and the 1211 Avenue of the Americas Loan by the servicer and special
servicer of the L'Enfant Loan and the 1211 Avenue of the Americas Loan,
respectively, each as described below) for which it is responsible on behalf of
the Trust Fund and in the best interests of and for the benefit of the
Certificateholders (as determined by the applicable Servicer or the applicable
Special Servicer, as the case may be, in its good faith and reasonable
judgment), in accordance with applicable law, the terms of the respective
Mortgage Loans or Specially Serviced Mortgage Loans and, to the extent
consistent with the foregoing, the terms of the Pooling and Servicing Agreement
and, in the case of the L'Enfant Loan and the 1211 Avenue of the Americas Loan,
the related agreement and/or co-lender agreement, and, to the extent consistent
with the foregoing, in accordance with the higher of the following standards of
care: (i) the same manner in which, and with the same care, skill, prudence and
diligence with which, the applicable Servicer or applicable Special Servicer, as
the case may be, services and administers similar commercial or multifamily
mortgage loans for other third-party portfolios, giving due consideration to the
customary and usual standards of practice of prudent institutional commercial or
multifamily mortgage lenders servicing their own mortgage loans and (ii) the
same care, skill, prudence and diligence with which the applicable Servicer or
applicable Special Servicer, as the case may be, services and administers
similar commercial or multifamily mortgage loans owned by such Servicer or such
Special Servicer, in either case exercising reasonable business judgment and
with a view to the maximization, on a present value basis (discounting at the
related Mortgage Rate), of timely recovery of principal and interest on the
Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, but without
regard to: (a) any relationship that the applicable Servicer or the applicable
Special Servicer, as the case may be, or any affiliate thereof may have with the
related borrower or any other party to the Pooling and Servicing Agreement; (b)
the ownership of any Certificate by the applicable Servicer or the applicable
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Special Servicer, as the case may be, or any affiliate thereof; (c) each
Servicer's obligation to make Advances; (d) the applicable Servicer's or the
applicable Special Servicer's, as the case may be, right to receive compensation
for its services under the Pooling and Servicing Agreement or with respect to
any particular transaction, (e) each Servicer's or each Special Servicer's
ownership, servicing or management of any other mortgage loans or mortgaged
properties or (f) the Pool II Servicer's or the Pool II Special Servicer's
requirement to repurchase a mortgage loan due to a breach of a representation or
warranty (the foregoing, collectively referred to as the "Servicing Standard").
The Pool I Servicer will enter into a sub-servicing agreement (the
"Primary Servicing Agreement") with certain primary servicers (each, a "Primary
Servicer"), pursuant to which, in the event such Primary Servicer is terminated
or resigns, the successor to such Primary Servicer (other than the Trustee or
its designee) will succeed to the rights and obligations of such Primary
Servicer under the Primary Servicing Agreement. The Primary Servicing Agreement
provides that the Primary Servicers are not terminable unless certain events of
default or termination events occur thereunder. In addition, each Servicer and
each Special Servicer are permitted, at their own expense, to employ
subservicers, agents or attorneys in performing any of their respective
obligations under the Pooling and Servicing Agreement, but will not thereby be
relieved of any such obligation and will remain liable to the Trustee and the
Certificateholders for the acts and omissions of any such subservicers, agents
or attorneys. The Pooling and Servicing Agreement provides, however, that
neither the Servicers, the Special Servicers nor any of their respective
directors, officers, employees or agents shall have any liability to the Trust
Fund or the Certificateholders for taking any action or refraining from taking
an action in good faith, or for errors in judgment. The foregoing provision
would not protect the Servicers or the Special Servicers for the breach of its
representations or warranties in the Pooling and Servicing Agreement, the breach
of certain specified covenants therein or any liability by reason of willful
misfeasance, bad faith, fraud or negligence in the performance of its duties or
by reason of its negligent disregard of obligations or duties under the Pooling
and Servicing Agreement. Under the Pooling and Servicing Agreement and the
Primary Servicing Agreement, each Servicer is primarily liable to the Trust Fund
for the servicing of Mortgage Loans by the related Primary Servicers and each
Primary Servicer has agreed to indemnify the related Servicer for any liability
that such Servicer may incur as a result of the Primary Servicer's failure to
perform its obligations under the Primary Servicing Agreement.
The Pooling and Servicing Agreement requires the Servicers or the
Special Servicers, as applicable, to make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans.
Consistent with the above, each Servicer or each Special Servicer may, in its
discretion, waive any Penalty Charge in connection with any delinquent Monthly
Payment or Balloon Payment with respect to any Mortgage Loan it is obligated to
service. With respect to the ARD Loans, the applicable Servicer and applicable
Special Servicer will not be able to take any enforcement action with respect to
payment of Excess Interest or principal in excess of the principal component of
the constant Monthly Payment, other than requests for collections, until the
date on which principal and accrued interest (other than Excess Interest) has
been paid in full. With respect to any Specially Serviced Mortgage Loan, subject
to the restrictions set forth below under "--Realization Upon Mortgage Loans,"
each Special Servicer will be entitled to pursue any of the remedies set forth
in the related Mortgage, including the right to acquire, through foreclosure,
all or any of the Mortgaged Properties securing such Mortgage Loan. Each Special
Servicer may elect to extend a Mortgage Loan (subject to conditions described
herein) notwithstanding its decision to foreclose on certain of the Mortgaged
Properties.
First Union National Bank, as servicer of the L'Enfant Other Note
(collectively with the 1211 Avenue of the Americas Other Note, the "Other
Servicer Notes"), will primarily service the L'Enfant Whole Loan (collectively
with the 1211 Avenue of the Americas Whole Loan and the Crystal Pavilion/Petry
Building Whole Loan, the "Whole Loans"). The L'Enfant Whole Loan will be
specially serviced for the benefit of the Trust Fund and the trustee of the CSFB
1998-C2 Securitization by the special servicer under the pooling and servicing
agreement for the CSFB 1998-C2 Securitization, which will initially be Lennar
Partners, Inc.
The servicer of the L'Enfant Other Note will be required to make all
servicing advances with respect to the L'Enfant Whole Loan and will be entitled
to reimbursement on demand from the Pool I Servicer for its allocable share of
such servicing advance. Such reimbursement by the Pool I Servicer will be
treated as a Servicing Advance under the Pooling and Servicing Agreement. The
Pool I Servicer will be required to make P&I Advances with respect to the
amounts due on the L'Enfant Trust Fund Note. See "The Pooling and Servicing
Agreement--Advances" in this Prospectus Supplement.
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BNY Asset Solutions LLC, as servicer of the 1211 Avenue of the Americas
Other Note, will be required to make all Servicing Advances with respect to the
1211 Avenue of the Americas Loan and will be entitled to immediate reimbursement
from the Pool I Servicer for its allocable share of such Servicing Advance. If
such allocable pro rata share is not immediately reimbursed by the Pool I
Servicer, such amount can be netted from amounts collected on the 1211 Avenue of
the Americas Loan and otherwise payable to the Trustee. BNY Asset Solutions LLC
will be required to make P&I Advances with respect to the amounts due on the
1211 Avenue of the Americas Trust Fund Note. See "The Pooling and Servicing
Agreement--Advances" in this Prospectus Supplement.
The servicer of each Other Servicer Note will be required to primarily
service the related Whole Loan for the benefit of the Trust Fund and the holder
of the related Other Servicer Note with a view to maximizing recovery to both
holders. ORIX Real Estate Capital Markets, LLC will be required to specially
service the 1211 Avenue of the Americas Whole Loan pursuant to the trust and
servicing agreement of the 2000-1211 Securitization.
The Pool I Servicer will be required to primarily service the Crystal
Pavilion/Petry Building Whole Loan for the benefit of both the Trust Fund and
the holders of the Crystal Pavilion/Petry Building Other Notes with a view to
maximizing recovery to all holders. The Pool I Special Servicer will be required
to specially service the Crystal Pavilion/Petry Building Whole Loan pursuant to
the Pooling and Servicing Agreement. The Pool I Servicer will be required to
make all Servicing Advances with respect to the Crystal Pavilion/Petry Building
Whole Loan and will be entitled to immediate reimbursement from the holders of
the Crystal Pavilion/Petry Building Other Notes for their allocable shares of
such Servicing Advance. If such allocable pro rata shares are not immediately
reimbursed by such holders, such amounts will be netted from amounts collected
on the Crystal Pavilion/Petry Building Whole Loan and otherwise payable to such
holders. See "The Pooling and Servicing Agreement--Advances" in this Prospectus
Supplement.
ADVANCES
On the Business Day immediately preceding each Distribution Date (the
"Servicer Remittance Date"), each Servicer, with respect to its related Mortgage
Loan (other than the 1211 Avenue of the Americas Loan), and BNY Asset Solutions
LLC, with respect to the 1211 Avenue of the Americas Loan, will be obligated,
subject to the recoverability determination described below, to make advances
(each, a "P&I Advance") out of its own funds or, subject to the replacement
thereof as provided in the Pooling and Servicing Agreement, certain funds held
in its Collection Account that are not required to be part of the Available
Distribution Amount for such Distribution Date, in an amount equal to (but
subject to reduction as described in the following paragraph) the aggregate of:
(i) the related Monthly Payments (in each case net of any related Servicing
Fees, Primary Servicing Fees and Workout Fees), other than Balloon Payments,
which were due during any related Due Period and delinquent (or not advanced by
the related sub-servicer) as of the Business Day preceding such Servicer
Remittance Date; and (ii) in the case of each Mortgage Loan delinquent in
respect of its Balloon Payment 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 (the "Assumed Scheduled Payment") equal to the sum of (a) the
principal portion of the Monthly 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 had 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 Net Mortgage Rate (net of interest at the
Servicing Fee Rate). Each Servicer's obligations to make P&I Advances in respect
of its related Mortgage Loan or REO Property will continue through liquidation
of such Mortgage Loan or disposition of such REO Property, as the case may be.
To the extent the applicable Servicer fails to make a P&I Advance that it is
required to make under the Pooling and Servicing Agreement, the Trustee is
obligated to make such required P&I Advance pursuant to the Pooling and
Servicing Agreement, but in any event no later than on the related Distribution
Date.
With respect to any Distribution Date, the amount required to be
advanced in respect of delinquent Monthly Payments or Assumed Scheduled Payments
on a Mortgage Loan that has been subject to an Appraisal Reduction Event (as
defined herein) will equal the amount that would be required to be advanced by
the related Servicer without giving effect to the Appraisal Reduction (as
defined herein) less any Appraisal Reduction Amount with respect to such
Mortgage Loan for such Distribution Date. Neither the Servicers nor the Trustee
will be required or
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permitted to make a P&I Advance for Penalty Charges, Yield Maintenance Charges,
Excess Interest, Balloon Payments or Prepayment Premiums. If the monthly payment
on any Mortgage Loan has been reduced or if the final maturity on any Mortgage
Loan is extended in connection with a bankruptcy or similar proceeding involving
the related borrower or a modification, waiver or amendment granted or agreed to
by the related Special Servicer, and the monthly payment due and owing during
the extension period is less than the scheduled monthly payment in effect prior
to such modifications, then the related Servicer shall, as to such Mortgage
Loan, advance only the amount of the monthly payment due and owing after taking
into account such reduction (net of related Primary Servicing Fees and Servicing
Fees) in the event of subsequent delinquencies thereon.
In addition to P&I Advances, each Servicer will also be obligated
(subject to the limitations described herein) to make advances ("Servicing
Advances" and, collectively with P&I Advances, "Advances") in connection with
the servicing and administration of any Mortgage Loan or in connection with the
servicing and administration of any Mortgaged Property or REO Property, to pay
delinquent real estate taxes, assessments, hazard insurance premiums,
environmental inspections and remediation and to cover other similar costs and
expenses that are or may become a lien thereon. To the extent that the related
Servicer fails to make a Servicing Advance that it is required to make under the
Pooling and Servicing Agreement and a responsible officer of the Trustee has
been notified in writing of such failure, the Trustee will make such Servicing
Advance pursuant to the Pooling and Servicing Agreement no later than one
Business Day following the Servicer's failure to make such Servicing Advance
(or, in the case of the 1211 Avenue of the Americas Loan, five Business Days).
The applicable Servicer or the Trustee, as the case may be, will be entitled to
recover any Advance made out of its own funds from any amounts collected in
respect of the Mortgage Loan as to which such Advance was made, whether in the
form of related payments, insurance and condemnation proceeds, Liquidation
Proceeds, any revenues from REO Properties or otherwise from the Mortgage Loan
("Related Proceeds"). Notwithstanding the foregoing, neither the Servicers nor
the Trustee will be obligated to make any Advance or portion thereof that it
determines in its reasonable good faith judgment would, if made, not be
recoverable (including interest thereon) out of Related Proceeds (a
"Nonrecoverable Advance"), and the Servicers or the Trustee will be entitled to
recover any Advance or portion thereof that it so determines to be a
Nonrecoverable Advance out of general funds on deposit in the Collection
Account. The Trustee will be entitled to rely conclusively on any
non-recoverability determination of the applicable Servicer. Nonrecoverable
Advances will represent a portion of the losses to be borne by the
Certificateholders.
The servicer of the L'Enfant Other Note will be required to make all
servicing advances with respect to the L'Enfant Whole Loan and will be entitled
to reimbursement on demand from the Pool I Servicer for its allocable share of
such servicing advance. Such reimbursement by the Pool I Servicer will be
treated as a Servicing Advance under the Pooling and Servicing Agreement. The
Pool I Servicer will be required to make P&I Advances with respect to the
amounts due on the L'Enfant Trust Fund Note. See "The Pooling and Servicing
Agreement--Advances" in this Prospectus Supplement.
In connection with its recovery of any Advance, each of the Servicers
and the Trustee will be entitled to be paid, out of any amounts then on deposit
in the Collection Account, interest at the Prime Rate (the "Reimbursement Rate")
accrued on the amount of such Advance from the date made to but not including
the date of reimbursement.
The "Prime Rate" will be the rate, for any day, set forth as such in
the "Money Rates" section of The Wall Street Journal, New York edition. Each
Statement to Certificateholders (as defined herein) will contain information
relating to the amount of Advances made with respect to the related Distribution
Date. See "--Reports to Certificateholders; Available Information" below.
APPRAISAL REDUCTIONS
After an Appraisal Reduction Event has occurred with respect to a
Mortgage Loan, an Appraisal Reduction will be calculated for such Mortgage Loan.
An "Appraisal Reduction Event" will occur on the earliest of (i) the third
anniversary of the date on which the first extension of the maturity date of a
Mortgage Loan becomes effective as a result of a modification of such Mortgage
Loan by the related Special Servicer, which extension does not decrease the
aggregate amount of Monthly 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 a Mortgage Loan, (iii) the date on which a reduction in the
amount of Monthly Payments on a Mortgage Loan, or a change in any other material
economic term of the Mortgage Loan (other than an extension of its maturity)
becomes effective as a result
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of a modification of such Mortgage Loan by the related Special Servicer, (iv) 60
days after a receiver has been appointed for the borrower of the related
Mortgaged Property, (v) 30 days after a borrower declares bankruptcy; (vi) 60
days after the borrower becomes the subject of an undischarged and unstayed
decree or order for a bankruptcy proceeding and (vii) immediately after a
Mortgage Loan becomes an REO Loan; provided, however, that an Appraisal
Reduction Event shall not be deemed to occur at any time after the aggregate
Certificate Balances of all Classes of Certificates (other than the Senior
Certificates) have been reduced to zero. Such event with respect to the 1211
Avenue of the Americas Loan will occur on the earliest date on which (i) the
1211 Avenue of the Americas Whole Loan is 90 days delinquent in respect of any
monthly payment amount, (ii) the related Mortgaged Property is acquired on
behalf of the 2000-1211 Securitization trust fund, (iii) the 1211 Avenue of the
Americas Whole Loan has been modified to reduce the amount of any monthly
payment amount, (iv) a receiver is appointed and continues in such capacity in
respect of the Mortgaged Property for at least 30 days, (v) the mortgagor is
subject to any bankruptcy, insolvency or similar proceeding or (vi) the 1211
Avenue of the Americas Whole Loan is due and has not been paid on its Final
Maturity Date. The "Appraisal Reduction" for any Distribution Date and for any
Mortgage Loan as to which any Appraisal Reduction Event has occurred will be an
amount equal to the excess, if any, of (a) the Stated Principal Balance of such
Mortgage Loan over (b) the excess of (i) (A) 90% of the appraised value of the
related Mortgaged Property (or, with respect to the L'Enfant Loan, the pro rata
portion of the Mortgaged Property allocable to such loan) 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 applicable Special Servicer as a Servicing Advance)
or (b) by an independent MAI appraisal (or an update of a prior appraisal) or an
internal valuation performed by the related Special Servicer with respect to any
Mortgage Loan with an outstanding principal balance less than $2,000,000 plus
(B) any letter of credit, reserve, escrow or similar amount held by the servicer
which may be applied to payments on the Mortgage Loan over (ii) the sum of (a)
to the extent not previously advanced by the applicable Servicer or the Trustee,
all unpaid interest on such Mortgage Loan at a per annum rate equal to its
Mortgage Rate, (b) all unreimbursed Advances in respect of such Mortgage Loan
and interest thereon at the Reimbursement Rate and (c) all currently due and
unpaid real estate taxes and assessments, insurance policy premiums, ground
rents and all other amounts due and unpaid with respect to such Mortgage Loan
(which taxes, assessments, premiums, ground rents and other amounts have not
been subject to an Advance by the applicable Servicer or the Trustee and/or for
which funds have not been escrowed). If required to obtain an MAI appraisal
pursuant to the foregoing, the related Special Servicer must receive such
appraisal within 60 days of the occurrence of such Appraisal Reduction Event
(provided that in no event shall the period to receive such appraisal exceed 120
days from the occurrence of the event that, with the passage of time, would
become such Appraisal Reduction Event). Except with respect to the 1211 Avenue
of the Americas Loan, which does not provide for such internal valuations, if
such appraisal is not received, and an internal valuation is not completed, by
such date or if, for any Mortgage Loan with a Stated Principal Balance of
$2,000,000 or less, the related Special Servicer elects not to obtain an
appraisal or perform an internal valuation, the Appraisal Reduction for the
related Mortgage Loan will be 25% of the Stated Principal Balance of such
Mortgage Loan as of the date of the related Appraisal Reduction Event. On the
first Determination Date occurring on or after the delivery of such MAI
appraisal or the completion of such internal valuation, the related Special
Servicer will be required to calculate and report to the applicable Servicer,
and such Servicer will report to the Trustee, the Appraisal Reduction taking
into account such appraisal or internal valuation.
As a result of calculating an Appraisal Reduction with respect to a
Mortgage Loan, the P&I Advance for such Mortgage Loan for the related Servicer
Remittance Date will be reduced, which will have the effect of reducing the
amount of interest available for distribution to the Subordinate Certificates in
reverse alphabetical order of the Classes. See "--Advances" above. The
"Appraisal Reduction Amount" for any Distribution Date and any Mortgage Loan for
which an Appraisal Reduction has been calculated will equal the product of (i)
the Reduction Rate (as defined below) for such Distribution Date and (ii) the
Appraisal Reduction with respect to such Mortgage Loan. Such Appraisal Reduction
Amount will be calculated by the Servicer, who will be required to make such
calculation prior to the day on which the Servicer is required to make Advances.
The "Reduction Rate" will be a rate per annum equal to the average of the
Pass-Through Rates of each Class to which Appraisal Reductions have been
allocated pursuant to the Pooling and Servicing Agreement, weighted on the basis
of the amount of the Appraisal Reductions allocated to each such Class.
With respect to each Specially Serviced Mortgage Loan as to which an
Appraisal Reduction Event has occurred (unless such Mortgage Loan has become a
Corrected Mortgage Loan (as defined herein) and has remained current for twelve
consecutive Monthly Payments and with respect to which no other Appraisal
Reduction Event has
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occurred and is continuing), the related Special Servicer is required, within 30
days of each anniversary of such Appraisal Reduction Event, to order an
appraisal (which may be an update of a prior appraisal) and, with respect to any
Mortgage Loan with an outstanding principal balance less than $2,000,000,
perform an internal valuation or obtain an appraisal (which may be an update of
a prior appraisal), the cost of which shall be paid by the applicable Special
Servicer as a Servicing Advance recoverable from the Trust Fund. Based upon such
appraisal, internal valuation or, as described in the second preceding
paragraph, percentage calculation of the Appraisal Reduction, as the case may
be, the related Special Servicer shall redetermine and report to the Trustee and
the applicable Servicer 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 related Special Servicer will not be required to obtain an
appraisal or perform an internal valuation, as the case may be, with respect to
a Mortgage Loan which is the subject of an Appraisal Reduction Event if such
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, except where the Special Servicer has reason to
believe there has been a material adverse change in the value of the property
securing such Mortgage Loan. Instead, such Special Servicer may use such prior
appraisal in calculating any Appraisal Reduction with respect to such Mortgage
Loan.
With respect to each Specially Serviced Mortgage Loan as to which an
Appraisal Reduction Event has occurred and that has become a Corrected Mortgage
Loan and has remained current for twelve consecutive Monthly Payments, and with
respect to which no other Appraisal Reduction Event has occurred and is
continuing, the related Special Servicer may, within 30 days after the date of
such twelfth Monthly Payment, order an appraisal (which may be an update of a
prior appraisal) or, with respect to any Mortgage Loan with an outstanding
principal balance less than $2,000,000, perform an internal valuation or obtain
an appraisal (which may be an update of a prior appraisal), the cost of which is
required to be paid by the applicable Special Servicer as a Servicing Advance
recoverable from the Trust Fund. Based upon such appraisal or internal
valuation, the related Special Servicer is required to redetermine and report to
the Trustee and the applicable Servicer the amount of the Appraisal Reduction
with respect to such Mortgage Loan, and such redetermined Appraisal Reduction
will replace the prior Appraisal Reduction with respect to such Mortgage Loan.
ACCOUNTS
Lockbox Accounts. With respect to seventy-eight Mortgage Loans, which
represent in the aggregate 70.2% of the Initial Pool Balance, one or more
accounts in the name of the related borrower (which are the Lockbox Accounts)
have been, or upon the occurrence of certain events will be, established into
which rents or other revenues from the related Mortgaged Properties are
deposited by the related tenants or manager. Agreements governing the Lockbox
Accounts provide that the borrower has no withdrawal or transfer rights with
respect thereto and that all funds on deposit in the Lockbox Accounts are
periodically swept into the Cash Collateral Accounts (as defined below). For all
ARD Loans for which a Lockbox Account has not already been established, such
loans require the related lender to establish a Lockbox Account prior to its
Anticipated Repayment Date. The Lockbox Accounts will not be assets of the Trust
Fund.
Cash Collateral Accounts. With respect to each Mortgage Loan that has a
Lockbox Account, one or more accounts in the name of the related Servicer (the
"Cash Collateral Accounts") have been established into which funds in the
related Lockbox Accounts will be swept on a regular basis. Unless certain
trigger events occur as specified in the related Mortgage Loan, any excess over
the amount necessary to fund the Monthly Payment, the Escrow Accounts and any
other amounts due under the Mortgage Loans will be returned to or retained by
the related borrower, provided that no event of default of which the related
Servicer is aware has occurred and is continuing with respect to such Mortgage
Loan. However, as described under "Description of the Mortgage Loans--Certain
Terms and Conditions of the Mortgage Loans--Excess Interest," after the
respective Anticipated Repayment Date, if applicable, all or substantially all
amounts in the related Cash Collateral Account in excess of the amount necessary
to fund the Monthly Payment and Escrow Accounts will be applied to (i) operating
and capital expenses, (ii) the reduction of the principal balance of the related
Mortgage Loan until such principal is paid in full and (iii) Excess Interest, in
that order. The Cash Collateral Accounts will not be an asset of the Trust Fund.
Collection Account. Each Servicer will establish and maintain a
segregated account (each, a "Collection Account" and collectively the
"Collection Accounts") pursuant to the Pooling and Servicing Agreement, and on
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each Due Date withdraw from each Cash Collateral Account an amount equal to the
Monthly Payment on the related Mortgage Loan and deposit such amount into its
Collection Account for application towards the Monthly Payment, net of related
Servicing Fees and Primary Servicing Fees and other amounts due the applicable
Servicer or applicable Primary Servicer and not required to be deposited into
its Collection Account. Each Servicer will also deposit into its Collection
Account within one Business Day of receipt all other payments in respect of the
Mortgage Loans, other than amounts to be deposited into any Escrow Account, net
of related Servicing Fees and Primary Servicing Fees and other amounts due the
applicable Servicer or applicable Primary Servicer and not required to be
deposited into the Collection Account.
Distribution Account. The Trustee will establish and maintain one or
more segregated accounts (collectively, the "Distribution Account") in the name
of the Trustee for the benefit of the holders of Certificates. With respect to
each Distribution Date, each Servicer will deliver to the Trustee for deposit
into the Distribution Account, to the extent of funds on deposit in the
Collection Account on the Servicer Remittance Date, its portion of the Available
Distribution Amount. Each Servicer will deposit all P&I Advances into the
Distribution Account on the related Servicer Remittance Date. To the extent a
Servicer fails to do so, the Trustee is required to deposit any required P&I
Advances into the Distribution Account on the related Distribution Date as
described herein and as provided in the Pooling and Servicing Agreement. See
"Description of the Offered Certificates--Distributions."
Interest Reserve Account. Each Servicer will establish on or before the
Closing Date and will maintain an Interest Reserve Account (the "Interest
Reserve Account") in the name of such Servicer for the benefit of the holders of
the Certificates. On the Servicer Remittance Date in each February and on the
Servicer Remittance Date in any January which occurs in a year which is not a
leap year, each Servicer will be required to deposit, in respect of the related
Mortgage Loans that accrue on an Actual/360 basis, into the Interest Reserve
Account, an amount withheld from the related Monthly Payment or Advance equal to
one day's interest at the related Mortgage Rate on the Stated Principal Balance
of such Mortgage Loan as of the Distribution Date occurring in the month
preceding the month in which such Servicer Remittance Date occurs, to the extent
a full Monthly Payment or P&I Advance is made in respect thereof (all amounts so
deposited in any consecutive January and February (or, in the case of a leap
year, in any February), "Withheld Amounts"). On each Servicer Remittance Date
occurring in March, each Servicer will be required to withdraw from the Interest
Reserve Account an amount equal to the Withheld Amounts from the preceding
January and February, if any, and deposit such amount (excluding any net
investment income thereon) into the Distribution Account.
Excess Interest Distribution Account. The Trustee also will establish
and maintain one or more segregated accounts (collectively, the "Excess Interest
Distribution Account"), each in the name of the Trustee for the benefit of the
holders of the Certificates.
Account Requirements. The Cash Collateral Accounts, Collection Account,
any REO Account, the Escrow Accounts, the Distribution Account, the Interest
Reserve Account and the Excess Interest Distribution Account will be held in the
name of the Trustee (or the related Servicer on behalf of the Trustee) on behalf
of the holders of Certificates and such Servicer will be authorized to make
withdrawals from the Cash Collateral Accounts, the Collection Account and the
Interest Reserve Account. The accounts related to the 1211 Avenue of the
Americas Loan will be controlled by the servicer of the 2000-1211 Securitization
and the account requirements will be governed by the related trust and servicing
agreement. Each of the Cash Collateral Account, Collection Account, any REO
Account, the Interest Reserve Account, the Escrow Accounts and the Excess
Interest Distribution Account will be (i) (a) an account or accounts maintained
with a federal or state chartered depository institution or trust company the
short term unsecured debt obligations or commercial paper of which are rated at
least "A-1+" by S&P and "F-1+" by Fitch (if rated by Fitch) (each, as defined
herein) in the case of accounts in which funds are held for 30 days or less (or,
in the case of accounts in which funds are held for more than 30 days, the long
term unsecured debt obligations of which are rated at least "A" by S&P and "AA"
by Fitch (if rated by Fitch) or (b) as to which the Trustee has received written
confirmation from each of the Rating Agencies that holding funds in such account
would not, in and of itself, cause any Rating Agency to qualify, withdraw or
downgrade any of its then current ratings on the Certificates, (ii) a segregated
trust account or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity which,
in the case of a state chartered depository institution or trust company, is
subject to regulations substantially similar to 12 C.F.R. Section 9.10(b),
having in either case a combined capital surplus of at least $50,000,000 and
subject to supervision or examination by federal and state authority, or (iii)
any other account that, as evidenced by a written confirmation from each Rating
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Agency that such account would not, in and of itself, cause a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates (an "Eligible Bank"). NCCB's wholly-owned subsidiary, NCB Savings
Bank, a federally chartered thrift, will be deemed to be an Eligible Bank for
the purpose of maintaining certain of the accounts established under the related
Mortgage Loan. Amounts on deposit in the Collection Account, Cash Collateral
Account, any REO Account and the Interest Reserve Account may be invested in
certain United States government securities and other high-quality investments
specified in the Pooling and Servicing Agreement ("Permitted Investments").
Interest or other income earned on funds in the Collection Account, any Escrow
Accounts and Cash Collateral Accounts will be paid to the Servicer (except to
the extent required to be paid to the related borrower) as additional servicing
compensation and interest or other income earned on funds in any REO Account
will be payable to the applicable Special Servicer. Interest or other income
earned on funds in the Interest Reserve Account will be paid to the applicable
Servicer. Amounts on deposit in the Excess Interest Distribution Account and the
Distribution Account will remain uninvested.
WITHDRAWALS FROM THE COLLECTION ACCOUNTS
Each Servicer may make withdrawals from its respective Collection
Account for the following purposes, to the extent permitted and in the
priorities provided in the Pooling and Servicing Agreement: (i) to remit to the
Trustee for deposit in the Distribution Account the amounts required to be
remitted or that may be applied to make P&I Advances; (ii) to pay itself unpaid
Servicing Fees or to pay any unpaid Primary Servicing Fees, and to pay the
applicable Special Servicer unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees (each as defined herein); (iii) to reimburse itself or the Trustee
for unreimbursed P&I Advances; (iv) to reimburse itself, the Trustee or, with
respect to the L'Enfant Loan or the 1211 Avenue of the Americas Loan, the holder
or servicer of the related Other Note, for unreimbursed Servicing Advances; (v)
to reimburse itself or the Trustee, for Nonrecoverable Advances; (vi) to pay
itself or the Trustee, any interest accrued and payable thereon for any
unreimbursed P&I Advances, Servicing Advances or Nonrecoverable Advances; (vii)
to reimburse itself, the applicable Special Servicer, the Depositor or the
Trustee, as the case may be, for any unreimbursed expenses reasonably incurred
in respect of any Breach or Defect giving rise to a repurchase obligation of
either Mortgage Loan Seller, Finova Capital, Finova or Llama, or the enforcement
of such obligation, under the related Mortgage Loan Purchase Agreement; (viii)
to pay itself, as additional servicing compensation, any net investment earnings
and Penalty Charges on Mortgage Loans (other than Specially Serviced Mortgage
Loans), but only to the extent collected from the related borrower; and to pay
the applicable Special Servicer, as additional servicing compensation, Penalty
Charges on Specially Serviced Mortgage Loans; (ix) to recoup any amounts
deposited in the Collection Account in error; (x) to pay itself, the applicable
Special Servicer, the Depositor and their respective directors, officers,
employees and agents, any amounts payable pursuant to the Pooling and Servicing
Agreement; (xi) to pay for (a) the cost of the opinions of counsel for purposes
of REMIC administration or amending the Pooling and Servicing Agreement to the
extent payable out of the Trust Fund and (b) the cost of obtaining an extension
from the Internal Revenue Service for the sale of any REO Loan; (xii) to pay out
of general collections for any and all federal, state and local taxes imposed on
any REMIC or their assets or transactions together with incidental expenses;
(xiii) to reimburse itself and the applicable Special Servicer out of general
collections for expenses incurred by and reimbursable to each of them by the
Trust Fund; (xiv) to pay itself, the applicable Special Servicer, either
Mortgage Loan Seller, , Finova Capital, Finova or Llama, with respect to each
Mortgage Loan, if any, previously purchased pursuant to the Pooling and
Servicing Agreement, all amounts received thereon subsequent to the date of
purchase; (xv) to pay for costs and expenses incurred by the Trust Fund due to
actions taken pursuant to an environmental assessment; (xvi) to the extent
deposited therein, to pay the holder of the Crystal Pavilion/Petry Building
Other Notes the amounts due under the related intercreditor agreement; and
(xvii) to clear and terminate the Collection Account at termination of the
Pooling and Servicing Agreement; provided, that in the case of clauses (iii),
(iv), (v) and (vi), the Trustee will have priority with respect to any such
reimbursement.
ENFORCEMENT OF "DUE-ON-SALE" AND "DUE-ON-ENCUMBRANCE" CLAUSES
The Mortgage Loans contain provisions in the nature of "due-on-sale" or
assumption clauses, which by their terms (a) provide that the Mortgage Loans
will (or, at the lender's option, may) become due and payable upon the sale or
other transfer of an interest in the related Mortgaged Property (including,
except in the case of the NCCB Mortgage Loans, transfer of a direct or indirect
controlling interest in a borrower (i.e., voting control or 49% economic
interest in the aggregate)) or (b) provide that the Mortgage Loans may be
assumed with, among other conditions, the consent of the related servicer in
connection with any such sale or other transfer. Each Special
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Servicer will be required to enforce any such due-on-sale clause or refuse to
consent to such assumption, unless such Special Servicer determines, in
accordance with the Servicing Standard, that (i) not declaring an event of
default under the related Mortgage or (ii) granting such consent would likely
result in a greater recovery (or an equal recovery, provided the other
conditions for an assumption or waiver of a due-on-sale clause, if any, are met)
on a present value basis (discounting at the related Mortgage Rate), than would
enforcement of such clause or the failure to grant such consent. If such Special
Servicer determines that (i) not declaring an event of default under the related
Mortgage or (ii) granting such consent would likely result in a greater recovery
(or an equal recovery, provided the other conditions for an assumption or waiver
of a due-on-sale clause, if any, are met), such Special Servicer is authorized
to take or enter into an assumption agreement from or with the proposed
transferee as obligor thereon, provided that (a) the credit status of the
prospective transferee is in compliance with such Special Servicer's regular
commercial mortgage origination criteria or the Servicing Standard and the terms
of the related Mortgage and (b) with respect to any Mortgage Loan (i) the
principal balance of which is $20,000,000 or more or (ii) that is a Mortgage
Loan, part of a group of Crossed Loans or a group of Mortgage Loans identified
under the table entitled "Related Borrower Loans" under "Risk Factors--Risks
Related to the Mortgage Loans" that, in each case, in the aggregate, (a)
represents 5% or more of the aggregate outstanding principal balance of all of
the Mortgage Loans at such time or (b) is one of the ten largest Mortgage Loans
by outstanding principal balance of all of the Mortgage Loans at such time, such
Special Servicer has received written confirmation from each of the Rating
Agencies that such assumption would not, in and of itself, cause a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates (the conditions described in clauses (a) and (b) of this sentence
are referred to herein as the "Assumption Conditions"). Mortgage Loans described
in clause (b) above are referred to herein as "Significant Mortgage Loans." Each
Special Servicer is required to provide notice to the Rating Agencies of the
assumption of any Mortgage Loan or transfer of a direct or indirect controlling
interest in the borrower under a Mortgage Loan which, in each case, is not a
Significant Mortgage Loan. No assumption agreement may contain any terms that
are different from any term of any Mortgage or related Mortgage Note, except
pursuant to the provisions described under "--Realization Upon Mortgage Loans"
and "--Modifications" below. Each Special Servicer will provide notice to the
Rating Agencies of any waiver of any due-on-sale clause in the event that Rating
Agency confirmation is not required for such waiver.
The consent of each Special Servicer and, except as described herein,
the receipt of a rating confirmation will not be required in the event that the
holder of mezzanine debt related to a Mortgage Loan forecloses upon the equity
in a borrower under a Mortgage Loan.
The Mortgage Loans contain provisions in the nature of a
"due-on-encumbrance" clause which by their terms (a) provide that the Mortgage
Loans shall (or, at the lender's option, may) become due and payable upon the
creation of any additional lien or other encumbrance on the related Mortgaged
Property or (b) require the consent of the related lender to the creation of any
such additional lien or other encumbrance on the related Mortgaged Property.
Each Special Servicer will be required to enforce such due-on-encumbrance clause
and in connection therewith will be required to (i) accelerate payments thereon
or (ii) withhold its consent to such lien or encumbrance unless such Special
Servicer (x) determines, in accordance with the Servicing Standard, that such
enforcement would not be in the best interests of the Trust Fund and (y)
receives prior written confirmation from each of the Rating Agencies, that (1)
not accelerating payments on the related Mortgage Loan or (2) granting such
consent would not, in and of itself, cause a downgrade, qualification or
withdrawal of any of the then current ratings assigned to the Certificates. See
"Certain Legal Aspects of the Mortgage Loans--Enforceability of Certain
Provisions--Due-on-Sale Provisions" in the Prospectus.
INSPECTIONS; COLLECTION OF OPERATING INFORMATION
Each Servicer (or, with respect to the Specially Serviced Mortgage
Loans, the applicable Special Servicer) will perform (at its own expense), or
cause to be performed (at its own expense), physical inspections of each
Mortgaged Property (other than the Mortgaged Properties relating to the L'Enfant
Loan and the 1211 Avenue of the Americas Loan) at such times and in such manner
as are consistent with the Servicing Standard, but in any event shall inspect
each Mortgaged Property securing a Mortgage Note (a) with a Stated Principal
Balance of which is $2,500,000 or more or that is a Mortgage Loan that
represents 2.0% or more of the aggregate outstanding principal balance of all of
the Mortgage Loans at such time, at least once every 12 months and (b) with a
Stated Principal Balance that is less than $2,500,000 and that is not a Mortgage
Loan which represents 2.0% or more of the aggregate outstanding principal
balance of all the Mortgage Loans at such time, at least once every 24 months,
in each case
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commencing in August 2000 (or at such lesser frequency as each Rating Agency
shall have confirmed in writing to the applicable Servicer will not, in and of
itself, result in a downgrade, qualification or withdrawal of the then current
ratings assigned to any Class of Certificates); provided, however, that if the
related Mortgage Loan (i) has a DSCR of less than 1.0x and is a Specially
Serviced Mortgage Loan, (ii) becomes a Specially Serviced Mortgage Loan, or
(iii) is delinquent for 60 days, the related Special Servicer is required to
inspect the related Mortgaged Property as soon as practicable and thereafter at
least every 12 months for so long as such condition exists. The applicable
Special Servicer or the applicable Servicer, as the case may be, is required to
prepare a written report of each such inspection describing the condition of the
Mortgaged Property.
Most of the Mortgages obligate the related borrower to deliver
quarterly, and substantially all Mortgages require annual, property operating
statements. However, the NCCB Mortgage Loans only require annual audited
financial statements. In addition, there can be no assurance that any operating
statements required to be delivered will in fact be delivered, nor is the
related Special Servicer or the related Servicer likely to have any practical
means of compelling such delivery in the case of an otherwise performing
Mortgage Loan.
INSURANCE POLICIES
To the extent permitted by the related Mortgage Loan and required by
the Servicing Standard, each Servicer (or, with respect to the Specially
Serviced Mortgage Loans, the related Special Servicer) will use its reasonable
best efforts to cause each borrower to maintain, and if the borrower does not so
maintain, is required to itself maintain (through a program that it maintains,
or in the case of the Special Servicer, through a program maintained by the Pool
I Servicer) to the extent available at commercially reasonable rates (as
determined by such Servicer or such Special Servicer, as applicable, in
accordance with the Servicing Standard), any insurance policy coverage
determined to be applicable by such Servicer or, with respect to any Specially
Serviced Mortgage Loan, by such Special Servicer, in accordance with the
Servicing Standard. The coverage of each such policy will be in an amount that
is not less than the lesser of the full replacement cost of the improvements
securing such Mortgage Loan or the outstanding principal balance owing on such
Mortgage Loan but in any case, such amount so as to avoid the application of any
co-insurance clause and with no deduction for physical depreciation.
Additionally, under the terms of the related Mortgage Loan documents, each
borrower is required to maintain business interruption insurance which covers a
period of not less than 12 months. During all such times as the Mortgaged
Property is located in an area identified as a federally designated special
flood hazard area (if such flood insurance has been made available), the
applicable Servicer or the applicable Special Servicer, as the case may be, will
use its reasonable best efforts to cause each borrower to maintain (to the
extent required by the related Mortgage Loan), and if the borrower does not so
maintain, is required to itself maintain (through a program that it maintains,
or in the case of the Special Servicer, through a program maintained by the Pool
I Servicer) to the extent available at commercially reasonable rates (as
determined by the applicable Servicer or the applicable Special Servicer, as the
case may be, in accordance with the Servicing Standard), a Federal flood
insurance policy in an amount equal to at least the lesser of (i) the
outstanding principal balance of the related Mortgage Loan, (ii) the maximum
amount of insurance which is available under the Flood Disaster Protection Act
of 1973, as amended and (iii) any amount required by the related Mortgage Loan.
Each Special Servicer will be required to maintain (or cause to be maintained)
fire and hazard insurance on each REO Property in an amount that is not less
than the lesser of the full replacement cost of the improvements on such
Mortgaged Property or the outstanding principal balance owing on such Mortgage
Loan. In addition, during all such times as the REO Property is located in an
area identified as a federally designated special flood hazard area, the
applicable Special Servicer will cause to be maintained, to the extent available
at commercially reasonable rates (as determined by such Special Servicer in
accordance with the Servicing Standard), 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 Flood Disaster Protection Act of 1973, as amended.
The Pooling and Servicing Agreement provides that the related Servicer and the
related Special Servicer may satisfy their respective obligations to cause
related borrower to maintain a hazard insurance policy by maintaining a blanket
policy insuring against hazard losses on the Mortgage Loans. Any losses incurred
with respect to Mortgage Loans due to uninsured risks (including earthquakes,
mudflows and floods) or insufficient hazard insurance proceeds may adversely
affect payments to Certificateholders. Any cost incurred by the related Servicer
in maintaining any such insurance policy if the borrower defaults on its
obligation to do so is required to be advanced by such Servicer as a Servicing
Advance and will be charged to the related borrower.
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EVIDENCE AS TO COMPLIANCE
The Pooling and Servicing Agreement requires each Servicer and each
Special Servicer to cause a firm of nationally recognized independent public
accountants, which is a member of the American Institute of Certified Public
Accountants, to furnish to the Trustee, the Depositor and the Rating Agencies on
or before April 15 of each year, beginning April 15, 2001, a statement to the
effect that such firm has examined the servicing operations of the reporting
person for the previous calendar year (or a portion thereof) and that on the
basis of their examination, conducted substantially in compliance with the
Uniform Single Attestation Program ("USAP") for Mortgage Bankers or the Audit
Program for Mortgages serviced for FHLMC (the "Audit Program"), such firm
confirms that each Servicer or each Special Servicer, as the case may be,
complied with the minimum servicing standards identified in USAP or the Audit
Program, in all material respects, except for such significant exceptions or
errors in records that, in the opinion of each such firm, the USAP or the Audit
Program require such firm to report, in which case such exceptions and errors
shall be so reported.
The Pooling and Servicing Agreement also requires each Servicer and
each Special Servicer to deliver to the Trustee, the Depositor and the Rating
Agencies on or before April 15 of each year, beginning April 15, 2001, an
officer's certificate of each Servicer stating that, among other things, to the
best of such officer's knowledge, such Servicer has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects throughout
the preceding year (or such shorter period) or, if there has been a material
default, specifying each material default known to such officer, the nature and
status of such default and the action proposed to be taken with respect thereto.
CERTAIN MATTERS REGARDING THE DEPOSITOR, THE TRUSTEE, THE SERVICERS AND THE
SPECIAL SERVICERS
The Pooling and Servicing Agreement permits the Depositor, the
Servicers and the Special Servicers to resign from their respective obligations
thereunder only upon (a) with respect to each Servicer or each Special Servicer,
the appointment of, and the acceptance of such appointment by, a successor
thereto and receipt by the Trustee of written confirmation from each applicable
Rating Agency that such resignation and appointment will, in and of itself, not
result in a downgrade, withdrawal or qualification of the then applicable rating
assigned by such Rating Agency to any Class of Certificates or (b) a
determination that such obligations are no longer permissible under applicable
law. No such resignation will become effective until the Trustee or other
successor has assumed the obligations and duties of the resigning Servicer or
Special Servicer, as the case may be, under the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement will provide that none of the
Servicers, the Special Servicers, the Trustee, the Depositor or any affiliate,
director, officer, employee or agent of any of them will be under any liability
to the Trust Fund, the other parties thereto or the Certificateholders for any
action taken, or not taken, in good faith pursuant to the Pooling and Servicing
Agreement or for errors in judgment; provided, however, that none of the
Servicers, the Special Servicers, the Trustee, the Depositor or any such person
will be protected against any liability that would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
obligations or duties thereunder or by reason of negligent disregard of such
obligations and duties. The Pooling and Servicing Agreement will also provide
that the Servicers, the Special Servicers, the Trustee, the Depositor and any
affiliate, director, officer, employee or agent of any of them will be entitled
to indemnification by the Trust Fund against any loss, liability or expense
incurred in connection with any legal action that relates to the Pooling and
Servicing Agreement, the Mortgage Loans or the Certificates; provided, however,
that such indemnification will not extend to any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of obligations or duties under the Pooling and Servicing Agreement,
by reason of negligent disregard of such obligations or duties, or in the case
of the Depositor and any of its directors, officers, employees and agents, any
violation by any of them of any state or federal securities law. Additionally,
the Pooling and Servicing Agreement will provide that neither the Servicers nor
the Special Servicers nor any director, officer, employee or agent of either
will be under any liability for, nor be responsible for, any action or decision
by the servicer, special servicer or trustee of the CSFB 1998-C2 Securitization
in servicing the L'Enfant Loan, or by the servicer, special servicer or trustee
of the 2000-1211 Securitization in servicing the 1211 Avenue of the Americas
Loan and each Servicer and each Special Servicer and, any such director,
officer, employee or agent will be indemnified and held harmless for any loss,
liability or expense incurred in connection therewith.
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In addition, the Pooling and Servicing Agreement will provide that none
of the Servicers, the Special Servicers, the Trustee, or the Depositor will be
under any obligation to appear in, prosecute or defend any legal or
administrative action that is not incidental to its respective responsibilities
under the Pooling and Servicing Agreement and that in its opinion may involve it
in any expense or liability. However, each of the Servicers, the Special
Servicers, the Trustee, and the Depositor will be permitted, in the exercise of
its discretion, to undertake any such action, proceeding, hearing or examination
as it may deem necessary or desirable with respect to the enforcement and/or
protection of the rights and duties of the parties to the Pooling and Servicing
Agreement and the interests of the Certificateholders thereunder. In such event,
the legal expenses and costs of such action, and any liability resulting
therefrom, will be expenses, costs and liabilities of the Trust Fund, and the
applicable Servicer, the applicable Special Servicer, the Trustee or the
Depositor, as the case may be, will be entitled to reimbursement from amounts
attributable to the Mortgage Loans on deposit in the Collection Account.
Pursuant to the Pooling and Servicing Agreement, each Servicer and each
Special Servicer will be required to maintain a fidelity bond and errors and
omissions policy or their equivalent that provides coverage against losses that
may be sustained as a result of an officer's or employee's misappropriation of
funds or errors and omissions, subject to certain limitations as to amount of
coverage, deductible amounts, conditions, exclusions and exceptions permitted by
the Pooling and Servicing Agreement. Notwithstanding the foregoing, each
Servicer or each Special Servicer will be allowed to self-insure with respect to
a fidelity bond and errors and omissions policy so long as certain conditions
set forth in the Pooling and Servicing Agreement are met.
Any person with or into which the Servicers, the Special Servicers or
the Depositor may be merged or consolidated, or any person resulting from any
merger or consolidation to which the Servicers, the Special Servicers or the
Depositor is a party, or any person succeeding to the business of the Servicers,
the Special Servicers or the Depositor, will be the successor of the Servicers,
the Special Servicers or the Depositor, as the case may be, under the Pooling
and Servicing Agreement; provided, however, that such merger, consolidation or
succession will not, or has not, in and of itself, resulted in a withdrawal,
downgrade or qualification of the then current ratings of the Certificates that
have been so rated, as confirmed in writing by each Rating Agency. The Servicers
and the Special Servicers may have other normal business relationships with the
Depositor or the Depositor's affiliates.
EVENTS OF DEFAULT
"Events of Default" under the Pooling and Servicing Agreement with
respect to each Servicer or each Special Servicer, as the case may be, will
include, without limitation, (i) (a) any failure by such Servicer to make any
remittance required to be made by such Servicer (including any P&I Advances) by
5:00 p.m. on such Servicer Remittance Date, which is not cured by 10:00 a.m. on
the Distribution Date and (b) any failure by such Servicer to make any required
Servicing Advance within the time specified in the Pooling and Servicing
Agreement; (ii) any failure by such Special Servicer to deposit into the REO
Account, or to remit to the applicable Servicer for deposit in the Collection
Account, any such remittance required to be made by such Special Servicer on the
day such remittance is required to be made under the Pooling and Servicing
Agreement; (iii) any failure by such Servicer or `such Special Servicer duly to
observe or perform in any material respect any of its other covenants or
obligations under the Pooling and Servicing Agreement, which failure continues
unremedied for thirty days (or fifteen days for payment of premiums on any
insurance policies or 60 days so long as such Servicer is in good faith
diligently pursuing such obligation) after written notice thereof has been given
to such Servicer or such Special Servicer, as the case may be, by any other
party to the Pooling and Servicing Agreement, or to such Servicer or such
Special Servicer, the Depositor and the Trustee, by Certificateholders of any
Class, evidencing, as to such Class, Percentage Interests aggregating not less
than 25%; (iv) any breach by such Servicer or such Special Servicer of a
representation or warranty contained in the Pooling and Servicing Agreement
which materially and adversely affects the interests of the Certificates and
continues unremedied for thirty days after the date on which notice of such
breach shall have been given; (v) certain events of insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings in respect of
or relating to such Servicer or such Special Servicer, and certain actions by or
on behalf of such Servicer or such Special Servicer indicating its insolvency or
inability to pay its obligations and such decree or order shall have remained in
force for 60 days; (vi) the Trustee shall have received and forwarded to the
Pool II Servicer or Pool II Special Servicer, as applicable, written notice from
Fitch that the continuation of such Pool II Servicer or such Pool II Special
Servicer in such capacity would result, or has resulted, in and of itself, in a
downgrade, qualification or withdrawal of any rating then assigned by such
Rating Agency to any Class of Certificates if such Pool II Servicer or such Pool
II Special Servicer is not replaced, and the Trustee
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shall not have received subsequent notice from the related Rating Agency (within
30 days) indicating that no such downgrade, qualification or withdrawal will
result (or that, if it has resulted, it will be rescinded); (vii) Fitch confirms
in writing that the Servicer or Special Servicer is no longer rated "CMS3" and
"CSS3," respectively, or better as such ratings pertain to both Servicer and
Special Servicer; (viii) S&P confirms in writing that the Pool I Servicer or
Pool I Special Servicer is no longer considered "approved" by S&P; provided that
with respect to clauses (vii) and (viii), there will be a 60 day cure period.
RIGHTS UPON EVENT OF DEFAULT
If an Event of Default occurs with respect to a Servicer or a Special
Servicer under the Pooling and Servicing Agreement, then, in each and every such
case, so long as the Event of Default remains unremedied, the Trustee, will be
authorized, and at the written direction of Certificateholders entitled to not
less than 51% of the Voting Rights and with respect to an Event of Default
pursuant to clause (vi) above, the Trustee will be required, to terminate all of
the rights (except for any rights related to unpaid servicing compensation or
unreimbursed Advances and interest thereon or, in the case of termination of
such Servicer, its rights to the Assignable Primary Servicing Fee (each as
defined herein)) and obligations of the defaulting party as Servicer or Special
Servicer, as applicable, under the Pooling and Servicing Agreement, whereupon
the Trustee will succeed to all of the responsibilities, duties and liabilities
of the defaulting party as Servicer, with respect to the related Mortgage Loans,
or related Special Servicer, as applicable, under the Pooling and Servicing
Agreement and will be entitled to the same compensation arrangements as the
terminated party (except that the Trustee will not be entitled to receive the
Assignable Primary Servicing Fee). If the Trustee is unwilling or unable so to
act or is not approved by each Rating Agency, it may (or, at the written request
of Certificateholders entitled to not less than 51% of the Voting Rights, it
will be required to), appoint, or petition a court of competent jurisdiction to
appoint as successor to such Servicer or such Special Servicer, as the case may
be, any established mortgage loan servicing institution or other entity as to
which the Trustee has received written notice from each Rating Agency that such
appointment would not, in and of itself, result in the downgrade, qualification
or withdrawal of the then current ratings assigned to any Class of Certificates
by such Rating Agency.
No Certificateholder will have any right under the Pooling and
Servicing Agreement to institute any suit, action or proceeding with respect to
the Certificates or the Pooling and Servicing Agreement unless such holder
previously has given to the Trustee written notice of default and the
continuance thereof and unless the holders of Certificates of any Class
evidencing not less than 25% of the aggregate Percentage Interests constituting
such Class have made written request upon the Trustee to institute such
proceeding on behalf of the Trustee and have offered to the Trustee reasonable
indemnity, and the Trustee for 60 days after receipt of such request and
indemnity has neglected or refused to institute any such proceeding. However,
the Trustee, will be under no obligation to exercise any of the trusts or powers
vested in it by the Pooling and Servicing Agreement or to institute, conduct or
defend any litigation thereunder or in relation thereto at the request, order or
direction of any of the Certificateholders, unless such Certificateholders have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby.
AMENDMENT
The Pooling and Servicing Agreement may be amended by the parties
thereto without the consent of any of the holders of Certificates to (i) cure
any ambiguity, (ii) correct any mistake therein or to supplement any provision
therein which may be inconsistent with any other provision therein or with this
Prospectus Supplement or the Prospectus or to correct any error, (iii) change
the timing and/or nature of deposits in the Collection Account, the Distribution
Account or the REO Account, provided that (a) the Servicer Remittance Date shall
not be later than the related Distribution Date, (b) such change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment) and (c) such change would not result in the downgrading,
qualification or withdrawal of the then current ratings assigned to any Class of
Certificates by any Rating Agency, as evidenced by a letter from each Rating
Agency, (iv) modify, eliminate or add to any of its provisions (a) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier
REMIC or the Upper-Tier REMIC (each as defined herein) as a REMIC or to avoid or
minimize the risk of imposition of any tax on the Trust Fund, provided that the
Trustee has received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) such action is necessary or
desirable to maintain such qualification or to avoid or minimize such risk and
(2) such action will not adversely affect in any
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material respect the interests of any holder of the Certificates or (b) to
restrict the transfer of the Residual Certificates, provided that the Depositor
has determined that the then current ratings of any Class of the Certificates
will not be downgraded, qualified or withdrawn, as evidenced by a letter from
each Rating Agency, and that any such amendment will not give rise to a federal
tax with respect to the transfer of the Residual Certificates to a non-permitted
transferee (see "Certain Federal Income Tax Consequences" in the Prospectus),
(v) make any other provisions with respect to matters or questions arising under
the Pooling and Servicing Agreement, provided that such action will not, as
evidenced by an opinion of counsel, adversely affect in any material respect the
interests of any Certificateholder or (vi) amend or supplement any provision of
the Pooling and Servicing Agreement to the extent necessary to maintain the then
current ratings assigned to each Class of Certificates by each Rating Agency as
confirmed in writing.
The Pooling and Servicing Agreement may also be amended by the parties
thereto with the consent of the holders of Certificates of each Class affected
thereby evidencing, in each case, not less than 662/3% of the aggregate
Percentage Interests constituting such Class 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 holders of the Certificates, except that no such amendment may (i) reduce in
any manner the amount of, or delay the timing of, payments received on the
Mortgage Loans which are required to be distributed on a Certificate of any
Class without the consent of the holder of such Certificate, (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, (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, change the Servicing Standard
without the consent of the holders of all Certificates then outstanding or (iv)
amend the section of the Pooling and Servicing Agreement that relates to the
provisions described in this paragraph.
Notwithstanding the foregoing, the Trustee will not be entitled to
consent to any amendment to the Pooling and Servicing Agreement 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 Servicers, the
Special Servicers, the Depositor, the Trustee or any other specified person in
accordance with such amendment will not result in the imposition of a tax on
either REMIC constituted by the Trust Fund or cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC.
VOTING RIGHTS
For any date of determination, the voting rights for the Certificates
(the "Voting Rights") will be allocated among the respective Classes of
Certificateholders as follows: (i) 2% in the case of the Class A-X Certificates,
and (ii) in the case of any other Class of Certificates (other than the Class
V-1, Class V-2 and Residual Certificates), a percentage equal to the product of
98% and a fraction, the numerator of which is the aggregate Certificate Balance
of such Class, in each case, determined as of the Distribution Date immediately
preceding such date of determination, and the denominator of which is equal to
the aggregate Certificate Balance of all Classes of Certificates, each
determined as of the Distribution Date immediately preceding such date of
determination. None of the Class V-1, Class V-2 or Residual Certificates will be
entitled to any Voting Rights. For purposes of determining Voting Rights, the
Certificate Balance of any Class shall be deemed reduced by allocation of
Collateral Support Deficit to such Class, but not by any Appraisal Reductions
allocated to such Class. 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. Solely for the purposes of the taking of any action under the
Pooling and Servicing Agreement with respect to an event of default of a
Servicer, a Special Servicer or the Trustee, the taking of any vote pursuant to
the Pooling and Servicing Agreement with respect to the rights, obligations or
liabilities of a Servicer, Trustee or a Special Servicer, or the giving of any
consent or waiver with respect to the rights, obligations or liabilities of a
Servicer, Trustee or a Special Servicer pursuant to the Pooling and Servicing
Agreement, any Certificate beneficially owned by a Servicer, Trustee or a
Special Servicer, as the case may be, or any affiliate thereof, will be deemed
not to be outstanding and the Voting Rights to which it is entitled will not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to take any such action or vote or effect any such consent or
waiver has been obtained; provided, however, that the foregoing will not apply
if a Servicer, Trustee or a Special Servicer, as the case may be, and/or their
affiliates, owns the entire Class of each Class affected by such action, vote,
consent or waiver.
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REALIZATION UPON MORTGAGE LOANS
Pursuant to the Pooling and Servicing Agreement, if a default on a
Mortgage Loan has occurred or, in the applicable Special Servicer's judgment, a
payment default is imminent, such Special Servicer, on behalf of the Trust Fund,
may at any time institute foreclosure proceedings, exercise any power of sale
contained in the related Mortgage or otherwise acquire title to the related
Mortgaged Property. Such Special Servicer shall not, however, acquire title to
any Mortgaged Property or take any other action with respect to any Mortgaged
Property that would cause the Trustee, for the benefit of the
Certificateholders, or any other specified person to be considered to hold title
to, to be a "mortgagee-in-possession" of or to be an "owner" or an "operator" of
such Mortgaged Property within the meaning of certain federal environmental
laws, unless such Special Servicer has previously received a report prepared by
a person who regularly conducts environmental audits (which report will be a
Servicing Advance) and either:
(a) such report indicates that (a) the Mortgaged Property is in
compliance with applicable environmental laws and regulations and (b) there
are no circumstances or conditions present at the Mortgaged Property for
which investigation, testing, monitoring, containment, clean-up or
remediation could be required under any applicable environmental laws and
regulations; or
(b) such Special Servicer, based solely (as to environmental matters
and related costs) on the information set forth in such report, determines
that taking such actions as are necessary to bring the Mortgaged Property
into compliance with applicable environmental laws and regulations and/or
taking the actions contemplated by clause (i)(b) above, is reasonably
likely to increase the net proceeds of the liquidation of such Mortgaged
Property, than not taking such actions.
The Pooling and Servicing Agreement grants to each Special Servicer a
right (or to the related Servicer, to the extent that the Special Servicer does
not exercise its right) to purchase from the Trust Fund, at the Purchase Price,
any Mortgage Loan for which it is the Special Servicer (other than the L'Enfant
Loan and the 1211 Avenue of the Americas Loan) as to which a specified number of
scheduled payments are delinquent. In addition, each Special Servicer may offer
to sell its defaulted Mortgage Loan (other than the L'Enfant Loan and the 1211
Avenue of the Americas Loan) if and when such Special Servicer determines,
consistent with the Servicing Standard, that such a sale would produce a greater
recovery, on a present value basis, than would liquidation of the related
Mortgaged Property. In the absence of any such sale, such Special Servicer will
generally be required to proceed against the related Mortgaged Property, subject
to the discussion above.
Tax Considerations. If title to any REO Property is acquired by the
Trust Fund, the related Special Servicer, on behalf of the Trust Fund, will be
required to sell the Mortgaged Property prior to the close of the third calendar
year beginning after the year of acquisition, unless (i) the Internal Revenue
Service (the "IRS") grants an extension of time to sell such property or (ii)
the Trustee receives an opinion of independent counsel to the effect that the
holding of the property by the Trust Fund for such longer period will not result
in the imposition of taxes on "prohibited transactions" on either REMIC
constituted by the Trust Fund or cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC for federal or applicable state tax purposes
at any time that any Certificate is outstanding. Each Special Servicer will also
be required to ensure that any REO Property acquired by the Trust Fund by such
Special Servicer is administered so that it constitutes "foreclosure property"
within the meaning of Code Section 860G(a)(8) at all times, that the sale of
such property does not result in the receipt by the Trust Fund of any "income
from nonpermitted assets" as described in Code Section 860F(a)(2)(B). If the
Trust Fund acquires title to any Mortgaged Property, the related Special
Servicer, on behalf of the Trust Fund, will retain an independent contractor to
manage and operate such property. The retention of an independent contractor,
however, will not relieve such Special Servicer of its obligation to manage such
Mortgaged Property as required under the Pooling and Servicing Agreement.
Generally, neither the Lower-Tier REMIC nor the Upper-Tier REMIC will
be taxed on income received with respect to a Mortgaged Property acquired by the
Trust Fund to the extent that it constitutes "rents from real property," within
the meaning of Code Section 856(c)(3)(a) and Treasury regulations thereunder.
"Rents from real property" include fixed rents and rents based on the receipts
or sales of a tenant but do not include the portion of any rental based on the
net income or profit of any tenant or sub-tenant. No determination has been made
whether rent on any of the Mortgaged Properties meets this requirement. "Rents
from real property" include charges for services customarily furnished or
rendered in connection with the rental of real property, whether or not the
charges are
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separately stated. Services furnished to the tenants of a particular building
will be considered as customary if, in the geographic market in which the
building is located, tenants in buildings which are of similar Class are
customarily provided with the service. No determination has been made whether
the services furnished to the tenants of the Mortgaged Properties are
"customary" within the meaning of applicable regulations. It is therefore
possible that a portion of the rental income with respect to a Mortgaged
Property owned by the Trust Fund, presumably allocated based on the value of any
non-qualifying services, would not constitute "rents from real property." Any of
the foregoing types of income may instead constitute "net income from
foreclosure property," which would be taxable to the Lower-Tier REMIC at the
highest marginal federal corporate rate (currently 35%) and may also be subject
to state or local taxes. Because these sources of income, if they exist, are
already in place with respect to the Mortgaged Properties, it is generally
viewed as beneficial to Certificateholders to permit the Trust Fund to continue
to earn them if it acquires a Mortgaged Property, even at the cost of this tax.
Any such taxes would be chargeable against the related income for purposes of
determining the proceeds available for distribution to holders of Certificates.
See "Certain Federal Income Tax Consequences" in this Prospectus Supplement.
With respect to an REO Property relating to the L'Enfant Whole Loan or the 1211
Avenue of the Americas Loan, compliance with the foregoing two paragraphs
depends on the actions of the special servicer of the L'Enfant Whole Loan or the
1211 Avenue of the Americas Whole Loan, which is also required to comply with
the foregoing two paragraphs.
Liquidation Proceeds. To the extent that Liquidation Proceeds collected
with respect to any Mortgage Loan are less than the sum of (i) the outstanding
principal balance of such Mortgage Loan, (ii) interest accrued thereon, (iii)
interest accrued on any P&I Advances made with respect to such Mortgage Loan and
(iv) the aggregate amount of outstanding reimbursable expenses (including any
unreimbursed Servicing Advances and unpaid and accrued interest on such
Advances) incurred with respect to such Mortgage Loan, then the Trust Fund will
realize a loss in the amount of such shortfall. The Trustee, the Servicers, with
respect to their related Mortgage Loans, and/or the related Special Servicer
will be entitled to reimbursement out of the Liquidation Proceeds recovered on a
Mortgage Loan, prior to the distribution of such Liquidation Proceeds to
Certificateholders, of any and all amounts that represent unpaid servicing
compensation in respect of such Mortgage Loan, certain unreimbursed expenses
incurred with respect to such Mortgage Loan and any unreimbursed Advances made
with respect to such Mortgage Loan. In addition, amounts otherwise distributable
on the Certificates will be further reduced by interest payable to the Servicer
or Trustee on any such Advances.
If any Mortgaged Property suffers damage such that the proceeds, if
any, of the related hazard insurance policies or flood insurance are
insufficient to restore fully the damaged property, the applicable Servicer will
not be required to expend its own funds to effect such restoration unless (i)
the related Special Servicer determines that such restoration will increase the
proceeds to Certificateholders on liquidation of the Mortgage Loan after
reimbursement of such Special Servicer or such Servicer, as the case may be, for
its expenses and (ii) such Servicer determines that such expenses will be
recoverable by it from related Liquidation Proceeds.
Specially Serviced Loans. With respect to any Mortgage Loan (i) as to
which a payment default has occurred at its maturity date, (ii) as to which any
Monthly Payment (other than a Balloon Payment) is more than 60 or more days
delinquent, (iii) as to which the borrower has (a) filed for, or consented to,
bankruptcy, appointment of a receiver or conservator or a similar insolvency
proceeding, (b) become the subject of a decree or order for such a proceeding
which is not stayed or discharged within 60 days, or (c) has admitted in writing
its inability to pay its debts generally as they become due, (iv) as to which
the related Servicer shall have received notice of the foreclosure or proposed
foreclosure of any other lien on the Mortgaged Property, (v) as to which, in the
judgment of the related Servicer, a payment default has occurred or is imminent
and is not likely to be cured by the borrower within 60 days or (vi) any other
default has occurred which has materially and adversely affected the value of
the related Mortgage Loan, and prior to acceleration of amounts due under the
related Mortgage Note or commencement of any foreclosure or similar proceedings,
the related Servicer will transfer its servicing responsibilities to the related
Special Servicer, but will continue to receive payments on such Mortgage Loan
(including amounts collected by the related Special Servicer), to make certain
calculations with respect to such Mortgage Loan and to make remittances and
prepare certain reports to the Trustee with respect to such Mortgage Loan. If
the related Mortgaged Property is acquired in respect of any such Mortgage Loan
(upon acquisition, an "REO Property") whether through foreclosure, deed-in-lieu
of foreclosure or otherwise, the related Special Servicer will continue to be
responsible for the operation and management thereof. The Mortgage Loans
serviced by the related Special Servicer and any Mortgage Loans that have become
REO Properties are referred to herein as the "Specially Serviced Mortgage
Loans." The Servicers
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will have no responsibility for the performance by the Special Servicers of
their duties under the Pooling and Servicing Agreement.
If any Specially Serviced Mortgage Loan, in accordance with its
original terms or as modified in accordance with the Pooling and Servicing
Agreement, becomes a performing Mortgage Loan for three consecutive Monthly
Payments (provided, that no additional event of default is foreseeable in the
reasonable judgment of the Special Servicer), the related Special Servicer will
return the full servicing of such Mortgage Loan (a "Corrected Mortgage Loan") to
the related Servicer.
Each Special Servicer will prepare a report (an "Asset Status Report")
for each of its related Mortgage Loans which becomes a Specially Serviced
Mortgage Loan not later than 30 days after the servicing of such Mortgage Loan
is transferred to such Special Servicer. Each Asset Status Report will be
delivered to the related Servicer, the Directing Certificateholder (as defined
below) and the Rating Agencies. The Directing Certificateholder may object to
any Asset Status Report within 10 Business Days of receipt; provided, however,
that the related Special Servicer is required to implement the recommended
action as outlined in such Asset Status Report if it makes an affirmative
determination that such objection is not in the best interest of all the
Certificateholders. In connection with making such affirmative determination,
the related Special Servicer will request a vote by all the Certificateholders.
If the Directing Certificateholder does not disapprove an Asset Status Report
within 10 Business Days, the related Special Servicer is required to implement
the recommended action as outlined in such Asset Status Report.
If the majority of Certificateholders fail within five days after the
notice of such vote is sent to them to reject such Asset Status Report, the
related Special Servicer is required to implement the same. If the majority of
Certificateholders reject the Asset Status Report, the Special Servicer is
required to revise such Asset Status Report as set forth below.
If the Directing Certificateholder disapproves such Asset Status Report
and the related Special Servicer has not made the affirmative determination
described above, such Special Servicer will revise such Asset Status Report
within ten Business Days thereafter, but in no event later than 30 days after
such disapproval. The related Special Servicer will revise such Asset Status
Report until the earlier of (a) the Directing Certificateholder's failure to
disapprove such revised Asset Status Report as described above; or (b) until
such Special Servicer makes a determination that such objection is not in the
best interests of the Certificateholders; or (c) 60 days from the date of
preparation of the first Asset Status Report at which time such Special Servicer
will implement the recommended action.
A "Controlling Class Certificateholder" is 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).
The "Controlling Class" will be as of any time of determination the
most subordinate Class of Certificates then outstanding that has a Certificate
Balance at least equal to 25% of the initial Certificate Balance of such Class
(or, if no such Class exists, the most subordinate Class then outstanding);
provided that for this purpose the Class M and Class N Certificates will be
considered to be one Class.
The Controlling Class as of the Closing Date will be the Class M and
Class N Certificates.
The "Directing Certificateholder" is the Controlling Class
Certificateholder selected by the holders of more than 50% of the Percentage
Interests in the Controlling Class, by Certificate Balance, as certified by the
Certificate Registrar from time to time; provided, however, that until a
Directing Certificateholder is so selected or after receipt of a notice from the
holders of more than 50% of the Percentage Interests in the Controlling Class
that a Directing Certificateholder is no longer designated, the Controlling
Class Certificateholder that beneficially owns the largest aggregate Certificate
Balance of the Controlling Class will be the Directing Certificateholder.
Neither Special Servicer may be required to take or refrain from taking
any action pursuant to instructions from the Directing Certificateholder that
would cause it to violate applicable law, the Pooling and Servicing Agreement,
including the Servicing Standard, or the REMIC provisions.
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MODIFICATIONS
The Pooling and Servicing Agreement will permit each Special Servicer
(and, in certain circumstances, the applicable Servicer) to modify, waive or
amend any term of the related Mortgage Loan if (a) it determines, in accordance
with the Servicing Standard, that it is appropriate to do so and (b) except as
described in the following paragraph, such modification, waiver or amendment,
will not (i) affect the amount or timing of any scheduled payments of principal,
interest or other amount (including Prepayment Premiums and Yield Maintenance
Charges) payable under the Mortgage Loan, (ii) affect the obligation of the
related borrower to pay a Prepayment Premium or Yield Maintenance Charge or
permit a principal prepayment during the applicable Lockout Period, (iii) except
as expressly provided by the related Mortgage or in connection with a material
adverse environmental condition at the related Mortgaged Property, result in a
release of the lien of the related Mortgage on any material portion of such
Mortgaged Property without a corresponding principal prepayment or (iv) in the
judgment of such Special Servicer or the applicable Servicer, materially impair
the security for the Mortgage Loan or reduce the likelihood of timely payment of
amounts due thereon; provided, that unless the Mortgage Loan is in default or
default is reasonably foreseeable, the Special Servicer (or, if applicable, the
Servicer) has determined (and may rely upon an Opinion of Counsel in making such
determination) that the modification, waiver or amendment will not be a
"significant modification" of the Mortgage Loan within the meaning of Treasury
regulations Section 1-860B-2(b). The modification of the L'Enfant Mortgage Loan
and the 1211 Avenue of the Americas Loan will be governed by the provisions of
the related servicing agreements.
Notwithstanding clause (b) of the preceding paragraph, the related
Special Servicer may (i) reduce the amounts owing under any Specially Serviced
Mortgage Loan by forgiving principal, accrued interest and/or any Prepayment
Premium or Yield Maintenance Charge, (ii) reduce the amount of the Monthly
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right
granted under any Mortgage Note or Mortgage relating to a Specially Serviced
Mortgage Loan, (iv) waive Excess Interest if such waiver conforms to the
Servicing Standard and/or (v) accept a principal prepayment during any Lockout
Period; provided that (w) the related borrower is in default with respect to the
Specially Serviced Mortgage Loan or, in the judgment of such Special Servicer,
such default is reasonably foreseeable, in the sole, good faith judgment of such
Special Servicer, such modification, waiver or amendment would increase the
recovery to Certificateholders on a net present value basis documented to the
Trustee. In no event will the related Special Servicer be permitted to (i)
extend the maturity date of a Mortgage Loan beyond a date that is three years
prior to the Rated Final Distribution Date, (ii) extend the maturity date of any
Mortgage Loan at an interest rate less than the lower of (a) the interest rate
in effect prior to such extension or (b) the then prevailing interest rate for
comparable loans, as determined by such Special Servicer by reference to
available indices for commercial mortgage lending, (iii) if the Mortgage Loan is
secured by a ground lease, extend the maturity date of such Mortgage Loan beyond
a date which is 10 years prior to the expiration of the term of such ground
lease; (iv) reduce the Mortgage Rate to a rate below the lesser of (x) 7.72% per
annum and (y) the then prevailing interest rate for comparable loans, as
determined by such Special Servicer by reference to available indices for
commercial mortgage lending; or (v) defer interest due on any Mortgage Loan in
excess of 5% of the Stated Principal Balance of such Mortgage Loan. With respect
to clause (iii), Special Servicer is required to give due consideration to the
term of the ground lease before extending the Maturity Date beyond a date which
is 20 years prior to the expiration of the term of such ground lease. Neither
the Servicers nor the Special Servicers may permit or modify a loan to permit a
voluntary prepayment of a Mortgage Loan (other than a Specially Serviced
Mortgage Loan) on any day other than its Due Date, unless, among other things,
the applicable Servicer or applicable Special Servicer also collects interest
thereon through the Due Date following the date of such prepayment or unless
otherwise permitted under the Mortgage Loan Documents. Prepayments of Specially
Serviced Mortgage Loans will be permitted to be made on any day without the
payment of interest through the following Due Date.
With respect to any Mortgage Loan the modification of which would
create a deferral of interest, the Pooling and Servicing Agreement will provide
that the amount of Certificate Deferred Interest resulting from such negative
amortization or any such modification will be allocated to reduce the Monthly
Interest Distribution Amount of the Class or Classes (other than the Class A-X
Certificates) with the latest alphabetical designation then outstanding and, to
the extent so allocated, shall be added to the Certificate Balance of such Class
or Classes (other than for the purposes of determining Voting Rights or the
identity of the Controlling Class).
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Each Special Servicer will notify the applicable Servicer and the
Trustee of any modification, waiver or amendment of any term of its related
Mortgage Loan and must deliver to the Trustee (with a copy to the applicable
Servicer) for deposit in the related mortgage file an original counterpart of
the agreement related to such modification, waiver or amendment, promptly
following the execution thereof (and in any event within 10 Business Days). Each
Special Servicer will notify the Rating Agencies of any modification, waiver or
amendment of any term of its related Mortgage Loan (i) the principal balance of
which is $20,000,000 or more or (ii) that is a Mortgage Loan, part of a group of
Crossed Loans or a group of loans made to affiliated borrowers that, in each
case, in the aggregate represent 5% or more of the aggregate outstanding
principal balances of all of the Mortgage Loans. Copies of each agreement
whereby any such modification, waiver or amendment of any term of any Mortgage
Loan is effected are to be available for review during normal business hours,
upon prior request, at the offices of the applicable Special Servicer.
OPTIONAL TERMINATION
The obligations created by the Pooling and Servicing Agreement will
terminate following the earlier of (i) the final payment (or advance in respect
thereof) or other liquidation of the last Mortgage Loan or REO Property subject
thereto or (ii) the purchase of all of the assets of the Trust Fund by the CSFB
Mortgage Loan Seller, the NCCB Mortgage Loan Seller, the MSDWMC Mortgage Loan
Seller, either Special Servicer, the holders of the Controlling Class or either
Servicer. Written notice of termination of the Pooling and Servicing Agreement
will be given to each Certificateholder, and the final distribution will be made
only upon surrender and cancellation of the Certificates at the office of the
Certificate Registrar or other location specified in such notice of termination.
Subject to the requirement set forth in the last sentence of this
paragraph, the CSFB Mortgage Loan Seller will have the option to purchase all of
the assets of the Trust Fund. If the CSFB Mortgage Loan Seller does not exercise
such option within 60 days after it becomes exercisable by the CSFB Mortgage
Loan Seller, the NCCB Mortgage Loan Seller may notify the CSFB Mortgage Loan
Seller, the MSDWMC Mortgage Loan Seller, each Special Servicer and the Trustee
of its intention to exercise such option, and if the CSFB Mortgage Loan Seller
does not exercise such option within ten Business Days thereafter, the NCCB
Mortgage Loan Seller will be entitled to exercise such option. If the NCCB
Mortgage Loan Seller does not exercise its option to purchase all of the assets
of the Trust Fund within 60 days after such option becomes exercisable by the
NCCB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller may notify the CSFB
Mortgage Loan Seller, the NCCB Mortgage Loan Seller, each Special Servicer and
the Trustee of its intention to exercise such option, and if the NCCB Mortgage
Loan Seller does not exercise such option within ten Business Days thereafter,
the MSDWMC Mortgage Loan Seller will be entitled to exercise such option. If the
MSDWMC Mortgage Loan Seller does not exercise its option to purchase all of the
assets of the Trust Fund within 60 days after such option becomes exercisable,
the holder of a majority of the Percentage Interests in the Controlling Class
may notify the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the
NCCB Mortgage Loan Seller and the Trustee of its intention to exercise such
option, and if none of the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan
Seller or the NCCB Mortgage Loan Seller exercises such option within ten
Business Days, the holder of a majority of the Percentage Interests in the
Controlling Class will be entitled to exercise such option. If the holder of a
majority of the Percentage Interests in the Controlling Class do not exercise
their option to purchase all of the assets of the Trust Fund within 60 days
after such option becomes exercisable, either Special Servicer may notify the
CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the NCCB Mortgage
Loan Seller, the holder of a majority of the Percentage Interests in the
Controlling Class and the Trustee of its intention to exercise such option, and
if none of the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, NCCB
Mortgage Loan Seller or the holder of a majority of the Percentage Interests in
the Controlling Class exercise such option within ten Business Days, either
Special Servicer will be entitled to exercise such option. If the Special
Servicer does not exercise its option to purchase all of the assets of the Trust
Fund within 60 days after such option becomes exercisable, the applicable
Servicer may notify the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan
Seller, the NCCB Mortgage Loan Seller, the holder of the Controlling Class, each
Special Servicer and the Trustee of its intention to exercise such option, and
if none of the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the
NCCB Mortgage Loan Seller, the holders of the Controlling Class nor the Special
Servicers exercise such option within ten business days, either Servicer will be
entitled to exercise such option. Any such purchase of all the Mortgage Loans
and other assets in the Trust Fund is required to be made at a price equal to
the sum of (i) the aggregate Purchase Price of all the Mortgage Loans (in each
case exclusive of REO Loans) included in the Trust Fund and (ii) the aggregate
fair market value of all REO Properties, if any, included in the Trust Fund
(which fair market value for
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any REO Property may be less than the Purchase Price for the corresponding REO
Loan), as determined by an appraiser selected and mutually agreed upon by such
Servicer and the Trustee. Such purchase will effect early retirement of the then
outstanding Offered Certificates, but the right of the CSFB Mortgage Loan
Seller, the NCCB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the
Special Servicers, the holder of the Controlling Class or the applicable
Servicer to effect such termination is subject to the requirement that the then
aggregate Stated Principal Balance of the Mortgage Loans and any REO Mortgage
Loans be less than 1.00% of the Initial Pool Balance.
On the final Distribution Date, the aggregate amount paid by the CSFB
Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the NCCB Mortgage Loan
Seller, the applicable Special Servicer, the holder of the Controlling Class or
the applicable Servicer, as the case may be, for the Mortgage Loans and other
assets in the Trust Fund (if the Trust Fund is to be terminated as a result of
the purchase described in the preceding paragraph), together with all other
amounts on deposit in the Collection Account and not otherwise payable to a
person other than the Certificateholders (see "Description of the
Certificates--Accounts" in the Prospectus), will be applied generally as
described above under "Description of the Offered
Certificates--Distributions--Priority of Distributions."
THE TRUSTEE
Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank
Minnesota, National Association), a national banking association, will serve as
Trustee under the Pooling and Servicing Agreement pursuant to which the
Certificates are being issued (in such capacity, the "Trustee"). The corporate
trust office of the Trustee responsible for administration of the Trust is
located at 11000 Broken Land Parkway, Columbia, Maryland 21044-3562, Attention:
Corporate Trust Services, Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2000-C1. For Certificate
transfer and payment purposes, the office of the Trustee is located at Sixth and
Marquette, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services, Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2000-C1. As of December 31, 1999, the
Trustee had assets in excess of $100,000,000.
As compensation for its services, the Trustee will receive the Trustee
Fee (as defined below).
The information concerning the Trustee set forth herein has been
provided by the Trustee, and none of the CSFB Mortgage Loan Seller, the MSDWMC
Mortgage Loan Seller, the NCCB Mortgage Loan Seller, the Servicers, the Special
Servicers, the Depositor or the Underwriters makes any representation or
warranty as to the accuracy hereof.
TRUSTEE FEE AND PAYMENT OF EXPENSES
As compensation for the performance of its duties, the Trustee will be
paid a fee (the "Trustee Fee"). The Trustee Fee will be payable monthly on a
loan-by-loan basis and will accrue at a rate (the "Trustee Fee Rate") equal to
0.0031% per annum, and will be computed on the basis of a 360-day year
consisting of twelve 30-day months on the Stated Principal Balance of the
related Mortgage Loan. In addition, the Trustee will be entitled to recover from
the Trust Fund all reasonable unanticipated expenses and disbursements incurred
or made by such party in accordance with any of the provisions of the Pooling
and Servicing Agreement, but not including expenses incurred in the ordinary
course of performing their duties under the Pooling and Servicing Agreement, and
not including any such expense, disbursement or advance as may arise from their
willful misconduct, negligence or bad faith.
DUTIES OF THE TRUSTEE
If the related Servicer fails to make a required Advance, the Trustee
is required to make such Advance, provided that the Trustee shall not be
obligated to make any Nonrecoverable Advance. The Trustee will be entitled to
rely conclusively on any determination by the related Servicer or the related
Special Servicer that an Advance, if made, would not be recoverable. The Trustee
will be entitled to reimbursement for each Advance, with interest, made by it in
the same manner and to the same extent as such Servicer or such Special
Servicer.
If no Event of Default has occurred, and after the curing of all Events
of Default which may have occurred, the Trustee is required to perform only
those duties specifically required under the Pooling and Servicing
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Agreement. Upon receipt of the various certificates, reports or other
instruments required to be furnished to it, the Trustee is required to examine
such documents and to determine whether they conform on their face to the
requirements of the Pooling and Servicing Agreement.
THE SERVICERS
CapMark Services, L.P., in its capacity as servicer under the Pooling
and Servicing Agreement (in such capacity, the "Pool I Servicer"), will be
responsible for servicing the Mortgage Loans (other than NCCB Mortgage Loans,
Specially Serviced Mortgage Loans and REO Properties). National Consumer
Cooperative Bank, in its capacity as servicer under the Pooling and Servicing
Agreement (in such capacity, the "Pool II Servicer" and together with the Pool I
Servicer, each, a "Servicer"), will be responsible for servicing the NCCB
Mortgage Loans. Although each Servicer is authorized to employ agents, including
sub-servicers, to directly service the Mortgage Loans for which it is
responsible, each Servicer will remain liable for its related servicing
obligations under the Pooling and Servicing Agreement. With respect to the
Multiple Note Loans, the holder of the related Other Note, or a servicer on its
behalf, will service the Whole Loan. See "Certain Characteristics of the
Mortgage Loans--Multiple Note Loans" and "--Servicing of the Mortgage Loans;
Collection of Payments" in this Prospectus Supplement.
Pool I Servicer's principal servicing offices are located at 245
Peachtree Center Avenue N.E., Atlanta, Georgia 30303.
As of March 31, 2000, CapMark and its affiliates serviced approximately
7,637 commercial and multi-family loans, totaling approximately $47.9 billion in
aggregate outstanding principal amount. Within this servicing portfolio are
loans that have been securitized in a total of 67 transactions with an aggregate
principal balance of approximately $28.9 billion. The portfolio is significantly
diversified both geographically and by product type.
As of June 1, 2000, CapMark held a primary servicer rating of "Strong"
from S&P, "CPS2" from Fitch and "Approved" from Moody's Investors Service, Inc.
("Moody's"). CapMark currently holds a master servicing rating of "Above
Average" from S&P and "CMS2" from Fitch.
The Pool II Servicer, which does business under the trade name National
Cooperative Bank, was chartered by an act of Congress in 1978 for the purpose of
providing loans and other financial services to cooperatively owned and
organized corporations throughout the United States. By Congressional amendments
in 1981, the Pool II Servicer was converted to a private institution owned by
its member cooperative borrowers. The principal executive office of the Pool II
Servicer is located at 1401 Eye Street, N.W. Washington, D.C. 20005. The Pool II
Servicer also maintains regional offices in New York City, Oakland and Chicago.
The Pool II Servicer and its subsidiaries and affiliates, NCB Capital
Corp., NCB Business Credit Corporation, NCB Financial Corporation, NCB
Investment Advisors, Inc., NCB Insurance Brokers Inc. and NCB Savings Bank,
provide a wide range of financial services to cooperatives, including commercial
loans, real estate loans and servicing, origination of real estate loans for
sale in the secondary market, vehicle and equipment leasing, financial advisory
services relating to private debt placements and other financial products.
The Pool II Servicer has regional offices located across the country in
New York City, Oakland, California, Anchorage, Alaska and Chicago, Illinois. As
of March 31, 2000, the Pool II Servicer and its affiliates were managing a
portfolio with an original asset count of over 1,718 assets in most states with
an original face value of over $2.0 billion, most of which are residential
cooperative real estate assets. Included in this managed portfolio are $1.4
billion of residential cooperative real estate assets representing 16
securitization transactions, for which the Pool II Servicer is servicer or
special servicer.
As of June 1, 2000, NCCB held a Cooperative Primary Servicing rating of
"CPS2", a Cooperative Master Servicer rating of "CMS3" and as of December 31,
1999, December 31, 1998 and December 31, 1997, respectively, NCCB reported on a
consolidated basis, total assets of $1,056,509,896, $933,415,210 and
$869,303,815 and total capital of $147,282,802, $140,295,909 and $131,833,473.
For the years ended December 31, 1999, December 31, 1998 and December 31, 1997,
respectively, the Pool II Servicer reported, on a consolidated basis, net income
of $14,714,107, $12,627,625 and $12,462,355. The Pool II Servicer files annual
and quarterly financial reports with the Commission.
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The information concerning Pool I Servicer and Pool II Servicer set
forth herein has been provided by the related Servicer, and none of the Mortgage
Loan Sellers, the Special Servicers, the Depositor, the Trustee or the
Underwriters makes any representation or warranty as to the accuracy thereof.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
The fee of the Pool I Servicer (the "Pool Servicing Fee") will be
payable monthly on a loan-by-loan basis from interest received, will accrue at a
rate (the "Pool Servicing Fee Rate") of 0.05% per annum, and will be computed on
the basis of a 360-day year consisting of twelve 30-day months on the Stated
Principal Balance of the Mortgage Loans other than the NCCB Mortgage Loans
(including any related REO Loans and Specially Serviced Mortgage Loans). The fee
of the Pool II Servicer (the "NCCB Servicing Fee") will be payable monthly on a
loan-by-loan basis from interest received, will accrue at a rate (the "NCCB
Servicing Fee Rate") of 0.06% per annum, and will be computed on the same basis
as the related Mortgage Loan on the Stated Principal Balance of the NCCB
Mortgage Loans (including any related REO Loans and Specially Serviced Mortgage
Loans). The Pool I Servicer will be entitled to retain out of amounts to be
remitted to the Trust Fund a fee (a "Primary Servicing Fee") that accrues on the
Stated Principal Balance of the Mortgage Loans for which it is the Primary
Servicer at a rate of 0.07% per annum. The Primary Servicing Fee for the Pool I
Mortgage Loans for which the Pool I Servicer is not the Primary Servicer is
indicated on the Mortgage Notes schedule in this Prospectus Supplement. The Pool
II Servicer will be entitled to retain out of amounts to be remitted to the
Trust Fund a Primary Servicing Fee that accrues on the NCCB Mortgage Loans at a
rate of 0.08% per annum. The Pool I Servicer and the Pool II Servicer will each
be permitted to assign the Primary Servicing Fee which it is entitled to receive
(each, an "Assignable Primary Servicing Fee") to any third party. The Assignable
Primary Servicing Fee will be payable to CapMark Services, L.P. or NCCB, as
applicable, or its assignee, regardless of whether CapMark Services, L.P. or
NCCB, as applicable, continues to be a servicer under the Pooling and Servicing
Agreement or a primary servicer of any Mortgage Loan. The Primary Servicing Fee
with respect to each Mortgage Loan will be calculated in the same manner as
interest on such Mortgage Loan.
The Pool II Servicer will be permitted to assign any portion of the
NCCB Servicing Fee. Each Servicer will be required to pay the fees and expenses
of any other sub-servicer retained by such Servicer out of the Servicing Fee.
Except to the extent set forth in the related Primary Servicing Agreement, in no
event will a Servicer or any Primary Servicer be entitled to retain a servicing
fee from the amount of any P&I Advance. In addition to the Servicing Fee, each
Servicer will be entitled to retain, as additional servicing compensation, (i)
50% of all assumption fees paid by the borrowers on related Mortgage Loans that
are not Specially Serviced Mortgage Loans (but only to the extent that all
amounts then due and payable with respect to such Mortgage Loan, other than
interest on outstanding Advances, have been paid) and (ii) late payment charges
and default interest (collectively, "Penalty Charges") paid by the borrowers and
collected by such Servicer, but only to the extent such amounts are not needed
to pay outstanding interest on all Advances accrued with respect to such
Mortgage Loan. The remainder of the assumption fees is required to be delivered
to the related Special Servicer as additional servicing compensation. Each
Servicer also is authorized but not required to invest or direct the investment
of funds held in the Collection Account in Permitted Investments, and such
Servicer will be entitled to retain any interest or other income earned on such
funds (but only to the extent such interest or other income is not required,
together with the Servicing Fee, to cover Prepayment Interest Shortfalls) and
will bear any losses resulting from the investment of such funds. Each Servicer
also is entitled to invest or direct the investments held in the Cash Collateral
Accounts, Lockbox Accounts and the Escrow Accounts and to retain any interest to
the extent such interest is not required to be paid to the related borrowers.
Additionally, each Servicer is entitled to all commercially reasonable fees
received on or with respect to Mortgage Loan modifications for which such
Servicer is responsible, but only to the extent actually collected from the
related borrower and subject to certain other limitations. Finally, each
Servicer is entitled to retain any miscellaneous fees collected from borrowers.
Each Servicer is also entitled to receive all Prepayment Interest Excesses as
additional servicing compensation unless such Prepayment Interest Excess results
from each Servicer accepting a voluntary prepayment with respect to a Mortgage
Loan and waiving a right under such Mortgage Loan to collect interest thereon
through the Due Date following the date of prepayment.
The principal compensation to be paid to the Special Servicers in
respect of their special servicing activities will be the Special Servicing Fee,
the Workout Fee and the Liquidation Fee. The "Special Servicing Fee" will accrue
with respect to each Specially Serviced Mortgage Loan at a rate equal to 0.25%
per annum (the "Special Servicing Fee Rate") on the basis of the same principal
amount and for the same period respecting which any related
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interest payment due or deemed due on such Specially Serviced Mortgage Loan is
computed, and will be payable monthly from the Trust Fund. A "Workout Fee" will
in general be payable with respect to each Corrected Mortgage Loan. As to each
Corrected Mortgage Loan, the Workout Fee will be payable out of, and will be
calculated by application of a "Workout Fee Rate" of (i) 1.0% for any Mortgage
Loan with a Stated Principal Balance of less than $10,000,000, (ii) 0.75% for
any Mortgage Loan with a Stated Principal Balance equal to or greater than
$10,000,000 but less than $20,000,000 and (iii) 0.5% for any Mortgage Loan with
a Stated Principal Balance equal to or greater than $20,000,000, to each
collection of interest and principal (including scheduled payments, prepayments,
Balloon Payments and payments at maturity) received on such Mortgage Loan for so
long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to
any Corrected Mortgage Loan will cease to be payable if such loan again becomes
a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become
payable if and when such Mortgage Loan again becomes a Corrected Mortgage Loan.
If a Special Servicer is terminated (other than for cause or by resignation), it
will retain the right to receive any and all Workout Fees payable with respect
to Mortgage Loans that became Corrected Mortgage Loans during the period that it
acted as a Special Servicer and were still such at the time of such termination
(and the successor Special Servicer shall not be entitled to any portion of such
Workout Fee), in each case until the Workout Fee for any such loan ceases to be
payable in accordance with the preceding sentence. A "Liquidation Fee" will be
payable with respect to each Specially Serviced Mortgage Loan as to which such
Special Servicer obtains a full or discounted payoff with respect thereto from
the related borrower and, except as otherwise described below, with respect to
any Specially Serviced Mortgage Loan or REO Property as to which such Special
Servicer receives any amounts (net of expenses) in connection with a taking of a
Mortgaged Property by exercise of a power of eminent domain or condemnation or
the liquidation of a defaulted Mortgage Loan, by foreclosure or otherwise
("Liquidation Proceeds"). As to each such Specially Serviced Mortgage Loan, the
Liquidation Fee will be payable from, and will be calculated by application of a
"Liquidation Fee Rate" of (i) 1.0% for any Mortgage Loan with a Stated Principal
Balance of less than $10,000,000, (ii) 0.75% for any Mortgage Loan with a Stated
Principal Balance equal to or greater than $10,000,000 but less than $20,000,000
and (iii) 0.5% for any Mortgage Loan with a Stated Principal Balance equal to or
greater than $20,000,000, to the net liquidation proceeds received with respect
to such Specially Serviced Mortgage Loan. 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 the related Mortgage Loan Seller, Finova Capital, Finova or
Llama, as applicable, 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 applicable Servicer or the applicable
Special Servicer, the purchase by the holders of the Class V-1 or Class V-2
Certificates of any ARD Loan or the purchase of all of the Mortgage Loans and
REO Properties in connection with an optional termination of the Trust Fund. If,
however, Liquidation Proceeds are received with respect to any Corrected
Mortgage Loan and the related 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 constitutes principal and/or interest. Each Special
Servicer will be entitled to additional servicing compensation in the form of
(i) all assumption fees on all Specially Serviced Mortgage Loans, (ii) 50% of
all assumption fees on any Specially Serviced Mortgage Loans other than
Specially Serviced Mortgage Loans and (iii) all commercially reasonable
extension fees and modification fees received on or with respect to any Mortgage
Loans to the extent already collected. Each Special Servicer will also be
entitled to Penalty Charges collected by such Special Servicer on any Specially
Serviced Mortgage Loans net of any outstanding interest on Advances accrued
thereon.
Although the Servicers and the Special Servicers are each required to
service and administer the related Mortgage Loans in accordance with the
Servicing Standard above and, accordingly, without regard to their right to
receive compensation under the Pooling and Servicing Agreement, additional
servicing compensation in the nature of assumption and modification fees may
under certain circumstances provide the applicable Servicer or the applicable
Special Servicer, as the case may be, with an economic disincentive to comply
with such standard.
As and to the extent described herein under "Advances," the Servicer
will be entitled to receive interest on their related Advances at the
Reimbursement Rate, such interest to be paid contemporaneously with the
reimbursement of the related Advance.
Each of the Servicers and the Special Servicers generally will be
required to pay all expenses incurred by it in connection with its servicing
activities under the Pooling and Servicing Agreement and will not be entitled to
reimbursement therefor except as expressly provided in the Pooling and Servicing
Agreement. In connection therewith, each Servicer will be responsible for all
fees of any sub-servicers.
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Any Prepayment Interest Shortfall for any Mortgage Loan in excess of
the sum of (i) the Servicing Fee attributable to such Mortgage Loan (other than
a Specially Serviced Mortgage Loan) being prepaid and (ii) the investment income
accruing on the related Principal Prepayment due to the Servicer for the period
from the date of such prepayment to the following Servicer Remittance Date (or,
in the case of a Specially Serviced Mortgage Loan, for the period from the date
of such prepayment to the immediately following Due Date) (such excess amount,
an "Uncovered Prepayment Interest Shortfall") will be allocated to each Class of
Regular Certificates, pro rata, based on the Monthly Interest Distribution
Amounts thereof (calculated without regard to any Uncovered Prepayment Interest
Shortfall Amounts). Any Prepayment Interest Excess on a Mortgage Loan (other
than a Mortgage Loan the terms of which expressly permit collections of interest
through the following Due Date in connection with any voluntary principal
prepayment) will be paid to the related Servicer.
"Prepayment Interest Excess" means, with respect to any Distribution
Date, for each Mortgage Loan that was subject to a principal prepayment in full
or in part, or as to which insurance or condemnation proceeds were received by
the related Servicer or the related Special Servicer for application to such
Mortgage Loan, in each case after the Due Date in the month of such Distribution
Date and on or prior to the related Determination Date, the amount of interest
accrued at the Mortgage Rate for such Mortgage Loan on the amount of such
principal prepayment, insurance proceeds or condemnation proceeds after the
Mortgage Interest Accrual Period relating to such Due Date and accruing in the
manner set forth in the loan documents relating to such Mortgage Loan, to the
extent such interest is collected by the related Servicer or the related Special
Servicer.
THE SPECIAL SERVICERS
Lennar Partners, Inc., a Florida corporation and a subsidiary of LNR
Property Corporation ("LNR"), will serve as the special servicer and in such
capacity will be responsible for servicing the Specially Serviced Mortgage
Loans, other than the National Consumer Cooperative Bank, the L'Enfant Loan and
the 1211 Avenue of the Americas Loan (in such capacity, the "Pool I Special
Servicer"). National Consumer Cooperative Bank, will serve as the special
servicer and in such capacity will be responsible for servicing the NCCB
Mortgage Loans that become Specially Serviced Mortgage Loans (in such capacity,
the "Pool II Special Servicer" and together with the Pool I Special Servicer,
each, a "Special Servicer").
The principal executive offices of the Pool I Special Servicer are
located at 760 N.W. 107th Avenue, Miami, Florida 33172, and its telephone number
is (305) 485-2000.
The principal executive offices of the Pool II Special Servicer are
located at 1401 Eye Street, N.W., Washington, D.C. 20005, and its telephone
number is 202-336-7700.
LNR, its subsidiaries and affiliates are involved in the real estate
investment and management business and engage principally in (i) acquiring,
developing, managing and repositioning commercial and multi-family residential
real estate properties, (ii) acquiring (often in partnership with financial
institutions or real estate funds) and managing portfolios of mortgage loans and
other real estate related assets, (iii) investing in unrated and non-investment
grade commercial mortgage backed securities as to which the Pool I Special
Servicer has the right to be special servicer, and (iv) making high yielding
real estate related loans and equity investments. The Pool I Special Servicer
has regional offices located across the country in Florida, Georgia, Oregon and
California. As of April 1, 2000, the Pool I Special Servicer and its affiliates
were managing a portfolio which included an original count of over 9,000 assets
in most states with an original face value of over $50 billion, most of which
are commercial real estate assets. Included in this managed portfolio are $44
billion of commercial real estate assets representing 59 securitization
transactions, for which the Pool I Special Servicer is servicer or special
servicer. The Pool I Special Servicer and its affiliates own and are in the
business of acquiring assets similar in type to the assets of the Trust Fund.
Accordingly, the assets of the Pool I Special Servicer and its affiliates may,
depending upon the particular circumstances, including the nature and location
of such assets, compete with the Mortgaged Properties for tenants, purchasers,
financing and so forth.
The Pool II Special Servicer has regional offices located across the
country in New York City, Oakland, California, Anchorage, Alaska and Chicago,
Illinois. As of March 31, 2000, the Pool II Special Servicer and its affiliates
were managing a portfolio with an original asset count of over 1,718 assets in
most states with an original face value of over $2 billion, most of which are
residential cooperative real estate assets. Included in this managed portfolio
are $1.4 billion of residential cooperative real estate assets representing 16
securitization transactions, for
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which NCCB is the servicer or special servicer. As of June 1, 2000, NCCB held a
Cooperative Special Servicer Rating of "CSS2" from Fitch.
Each Special Servicer and its affiliates own and are in the business of
acquiring assets similar in type to the assets of the Trust Fund. Accordingly,
the assets of each Special Servicer and its affiliates may, depending upon the
particular circumstances, including the nature and location of such assets,
compete with the Mortgaged Properties for tenants, purchasers, financing and so
forth.
The information set forth herein concerning each Special Servicer has
been provided by such Special Servicer, and none of Mortgage Loan Seller, the
Trustee, the Depositor, the Servicers or the Underwriters makes any
representation or warranty as to the accuracy or completeness of such
information.
The holders of greater than 50% of the percentage interests of the
controlling class will be entitled to remove the Special Servicer of the
Mortgage Loans other than those sold to the depositor by National Consumer
Cooperative Bank and appoint a successor special servicer subject to written
confirmation from each rating agency that such removal and appointment, in and
of itself, would not cause a downgrade, qualification or withdrawal of the then
current ratings assigned to any Class of Certificates. Notwithstanding the
foregoing, at any time when Lennar Partners, Inc. is the Directing
Certificateholder, Lennar Partners, Inc. may remove National Consumer
Cooperative Bank as Special Servicer with or without cause. Neither the Trustee
nor any certificateholder will have the right to replace the special servicer of
the 1211 Avenue of the Americas loan or the L'Enfant loan.
Servicing of Loans with Other Servicers. With respect to the L'Enfant
Loan, if the L'Enfant Loan becomes a Specially Serviced Mortgage Loan, Lennar
Partners, Inc., in its capacity as the special servicer for the CSFB 1998-C2
Securitization will service the L'Enfant Loan in accordance with the CSFB
1998-C2 Securitization pooling and servicing agreement for so long as it is
being specially serviced. See "Certain Characteristics of the Mortgage
Loans--Significant Mortgage Loans--The L'Enfant Loan" in this Prospectus
Supplement.
EACH SERVICER AND EACH SPECIAL SERVICER PERMITTED TO BUY CERTIFICATES
Each Servicer and each Special Servicer will be permitted to purchase
any Class of Certificates. Such a purchase by such Servicer or such Special
Servicer could cause a conflict relating to such Servicer's or such Special
Servicer's duties pursuant to the Pooling and Servicing Agreement and such
Servicer's or such Special Servicer's interest as a holder of Certificates,
especially to the extent that certain actions or events have a disproportionate
effect on one or more Classes of Certificates. Pursuant to the Pooling and
Servicing Agreement, each Servicer or each Special Servicer are required to
administer the related Mortgage Loans in accordance with the servicing standard
set forth therein without regard to ownership of any Certificate by such
Servicer or such Special Servicer or any affiliate thereof.
REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION
Trustee Reports. Based solely on information provided in monthly
reports prepared by the related Servicer and the related Special Servicer
regarding the related Mortgage Loans (each of which may also publish such
reports on the Internet), and delivered to the Trustee, the Trustee will make
available and, upon request, forward on each Distribution Date to each
Certificateholder, the Depositor, the Servicers, the Special Servicers, the
Underwriters, each Rating Agency, Bloomberg, L.P., the Trepp Group, Charter
Research Corporation and Intex Solutions, Inc. and, if requested in writing, any
potential investors in the Certificates, all of which will be made available
electronically to any interested party via the Trustee's website and, with
respect to the Statement to Certificateholders only, its fax service:
(a) A statement (a "Statement to Certificateholders") setting forth,
among other things: (i) the aggregate amount of distributions, if any, made
on such Distribution Date to the holders of each Class of Certificates
applied to reduce the respective Certificate Balances thereof; (ii) the
aggregate amount of distributions, if any, made on such Distribution Date
to holders of each Class of Certificates allocable to (a) such Class's
Optimal Interest Distribution Amount and, separately stated, the portion
thereof representing the Unpaid Interest Shortfall Amount for such Class,
(b) Prepayment Premiums and Yield Maintenance Charges; (iii) the number of
outstanding Mortgage Loans and the aggregate unpaid principal balance of
the Mortgage Loans at the close of business on the related Determination
Date; (iv) the number
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and aggregate unpaid principal balance of Mortgage Loans (a) delinquent
30-59 days, (b) delinquent 60-89 days, (c) delinquent 90 days or more (d)
that are Specially Serviced Mortgage Loans and are not delinquent, or (e)
as to which foreclosure proceedings have been commenced; (v) with respect
to any Mortgage Loan as to which the related Mortgaged Property became an
REO Property during the preceding calendar month, the city, state, property
type, latest DSCR, Stated Principal Balance and unpaid principal balance of
such Mortgage Loan as of the date such Mortgaged Property became an REO
Property; (vi) as to any Mortgage Loan repurchased by either Mortgage Loan
Seller, Finova Capital, Finova or Llama or otherwise liquidated or disposed
of during the related Due Period, the loan number thereof and the amount of
proceeds of any repurchase of a Mortgage Loan, Liquidation Proceeds and/or
other amounts, if any, received thereon during the related Due Period and
the portion thereof included in the Available Distribution Amount for such
Distribution Date; (vii) with respect to any REO Property included in the
Trust Fund as of the close of business on the related Due Date, the loan
number of the related Mortgage Loan, the value of such REO Property based
on the most recent appraisal or valuation and the amount of any other
income collected with respect to any REO Property received on such REO
Property during the related Due Period and the portion thereof included in
the Available Distribution Amount for such Distribution Date; (viii) with
respect to any REO Property sold or otherwise disposed of during the
related Due Period and for which a final recovery determination has been
made, (a) the loan number of the related Mortgage Loan and the amount of
the sale proceeds and other amounts, if any, received in respect of such
REO Property during the related Due Period and the portion thereof included
in the Available Distribution Amount for such Distribution Date and (b) the
date of the related determination by the Special Servicer that it has
recovered all payments which it expects to be finally recoverable (the
"Final Recovery Determination"); (ix) the aggregate Certificate Balance or
Notional Balance of each Class of Regular Certificates before and after
giving effect to the distributions made on such Distribution Date,
separately identifying any reduction in the aggregate Certificate Balance
or Notional Balance, as applicable, of each such Class due to any
Collateral Support Deficit; (x) the amount of principal prepayments (in the
aggregate and broken out on a loan-by-loan basis) made during the related
Due Period, the amount of any Yield Maintenance Charges and/or Prepayment
Premiums (in the aggregate and broken out on a loan-by-loan basis) paid
during the related Due Period and the aggregate amount of any Prepayment
Interest Shortfalls not covered by the applicable Servicer for such
Distribution Date; (xi) the Pass-Through Rate for each Class of
Certificates applicable for such Distribution Date; (xii) the aggregate
amount of the Servicing Fee, Primary Servicing Fee and Special Servicing
Fee retained by or paid to the applicable Servicer and the applicable
Special Servicer during the related Due Period; (xiii) the Collateral
Support Deficit, if any, for such Distribution Date; (xiv) certain Trust
Fund expenses incurred during the related Due Period as described in the
Pooling and Servicing Agreement; (xv) the amount of Servicing Advances and
P&I Advances (net of reimbursed Advances) outstanding which have been made
by the applicable Servicer or the Trustee during the related Due Period;
and (xvi) the amount of any Appraisal Reduction Amounts allocated during
the related Due Period on a loan-by-loan basis and the total Appraisal
Reduction Amounts as of such Distribution Date on a loan-by-loan basis. In
the case of information furnished pursuant to subclauses (i), (ii) and (ix)
above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per $1,000 of original
Certificate Balance or Notional Balance, as the case may be.
(b) A report containing information regarding the Mortgage Loans as of
the end of the related Due Period, which report shall contain substantially
the categories of information regarding the Mortgage Loans set forth in
this Prospectus Supplement in the tables under the caption "Certain
Characteristics of the Mortgage Loans--Certain Terms and Conditions of the
Mortgage Loans" (reported, where applicable, solely on the basis of the
most recent relevant information provided by the borrowers to the related
Servicer or the related Special Servicer and by such Servicer or such
Special Servicer, as the case may be, to the Trustee) and such information
shall include a loan-by-loan listing showing loan name, property type,
location, unpaid principal balance, Mortgage Rate, paid through date,
maturity date, net interest portion of the Monthly Payment, principal
portion of the Monthly Payment and any Prepayment Premiums received. Such
loan-by-loan listing will be made available electronically in accordance
with the provisions of the Pooling and Servicing Agreement; provided,
however, that the Trustee will provide Certificateholders with a written
copy of such report upon written request.
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Servicer Reports. Each Servicer is required to deliver to the Trustee
on the Business Day prior to each Distribution Date, and the Trustee is required
to make available, or, upon request, forward to each Certificateholder, the
Depositor, the Trustee, the Underwriters, each Rating Agency and, if requested
in writing, any potential investor in the Certificates, on each Distribution
Date, the following eight reports, in the form of the Commercial Mortgage
Securities Association standard information package, all of which will be made
available electronically via the Trustee's website:
(a) A "Comparative Financial Status Report," in the form set forth in
Annex C, setting forth, among other things, the occupancy (except with
respect to the NCCB Mortgage Loans), revenue, net operating income and DSCR
for the Mortgage Loans as of the current Determination Date for each of the
following three periods: (i) the most current available year-to-date, (ii)
the previous two full fiscal years and (iii) the "base year" (representing
the original analysis of information used as of the Cut-off Date). The DSCR
for the NCCB Mortgage Loans will be based on the U/W Net Cash Flow as of
the date of this Prospectus Supplement and will only be updated if an
Appraisal Reduction Event occurs with respect to such loan and an updated
appraisal is obtained.
(b) A "Delinquent Loan Status Report," in the form set forth in Annex
C, setting forth, among other things, those Mortgage Loans which, as of the
close of business on the Determination Date immediately preceding the
preparation of such report, were delinquent 30 to 59 days, delinquent 60 to
89 days, delinquent 90 days or more, current but specially serviced, or in
foreclosure but not an REO Property.
(c) An "Historical Loan Modification Report," in the form set forth in
Annex C, setting forth, among other things, those Mortgage Loans which, as
of the close of business on the Determination Date immediately preceding
the preparation of such report, have been modified pursuant to the Pooling
and Servicing Agreement (i) during the related Due Period and (ii) since
the Cut-off Date, showing the original and the revised terms thereof.
(d) An "Historical Loss Estimate Report," in the form set forth in
Annex C, setting forth, among other things, as of the close of business on
the Determination Date immediately preceding the preparation of such
report, the aggregate amount of Liquidation Proceeds, both for the related
Due Period and historically, set forth on a Mortgage Loan-by-Mortgage Loan
basis.
(e) An "REO Status Report," in the form set forth in Annex C, setting
forth, among other things, with respect to each REO Property that was
included in the Trust Fund as of the close of business on the Determination
Date immediately preceding the preparation of such report, (i) the
acquisition date of such REO Property, (ii) the amount of income collected
with respect to any REO Property net of related expenses and other amounts,
if any, received on such REO Property during the related Due Period and
(iii) the value of the REO Property based on the most recent appraisal or
other valuation thereof available to the applicable Special Servicer as of
such date of determination.
(f) A "Servicer Watch List," in the form set forth in Annex C, setting
forth, among other things, a description of any Mortgage Loan that, as of
the Determination Date immediately preceding the preparation thereof, is in
jeopardy of becoming a Specially Serviced Mortgage Loan based on certain
objective criteria set forth in the Pooling and Servicing Agreement.
(g) Annually, on or before May 31 of each year, commencing with May
31, 2001, with respect to each Mortgaged Property and REO Property, an
"Operating Statement Analysis Report" together with copies of the operating
statements and rent rolls (but only to the extent the related borrower
delivers such information to the related Servicer or related Special
Servicer), as applicable for such Mortgaged Property or REO Property as of
the end of the preceding calendar year. To the extent delivery is required
in the related Mortgage Loan, the related Servicer (or the related Special
Servicer in the case of Specially Serviced Mortgage Loans and REO
Properties) is required to use its best reasonable efforts to obtain said
annual operating statements and rent rolls.
(h) Within thirty days of receipt by the related Servicer (or within
ten days of receipt from the related Special Servicer with respect to any
Specially Serviced Mortgage Loan or REO Property) of annual operating
statements, if any, with respect to any Mortgaged Property or REO Property,
an "NOI
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Adjustment Worksheet" for such Mortgaged Property (with the annual
operating statements attached thereto as an exhibit), presenting the
computations made in accordance with the methodology described in the
Pooling and Servicing Agreement to "normalize" the full year net operating
income and debt service coverage numbers used by the related Servicer in
the other reports referenced above.
The reports described in clauses (a), (f), (g) and (h) above are
collectively referred to as the "Restricted Reports." The reports described in
clauses (b), (c), (d) and (e) above are collectively referred as the
"Unrestricted Reports." The information that pertains to Specially Serviced
Mortgage Loans and REO Properties reflected in such reports shall be based
solely upon the reports delivered by the related Special Servicer to the related
Servicer the fourth Business Day prior to the Servicer Remittance Date. Absent
manifest error, none of the Servicers, the Special Servicers or the Trustee
shall be responsible for the accuracy or completeness of any information
supplied to it by a borrower or third party that is included in any reports,
statements, materials or information prepared or provided by the Servicers, the
Special Servicers or the Trustee, as applicable. Upon written request, the
Trustee will make hard copies of such reports available to the
Certificateholders at the expense of the requesting party.
In addition, within a reasonable period of time after the end of each
calendar year, the Trustee is required to make available and, upon request, to
send to each person who at any time during the calendar year was a
Certificateholder of record, a report summarizing on an annual basis (if
appropriate) the items provided to Certificateholders in the monthly Statement
to Certificateholders and such other information as may be required to enable
such Certificateholders to prepare their federal income tax returns. The Trustee
shall be deemed to have satisfied this requirement to the extent it has complied
with applicable reporting provisions of the Code. Such information is to include
the amount of original issue discount accrued on each Class of Certificates held
by persons other than holders exempted from the reporting requirements and
information regarding the expenses of the Trust Fund.
Other Information. The Pooling and Servicing Agreement requires that
the Trustee (except with respect to items (iv) and (v) below which will be made
available by the Servicers) make available at its offices, during normal
business hours, upon not less than 10 Business Days' prior written notice, for
review by any Certificateholder, the Depositor, the Trustee, the Special
Servicers, the Servicers, any Rating Agency, any potential investor in the
Certificates or any other person to whom the Depositor believes such disclosure
is appropriate, originals or copies of, among other things, the following items
(except to the extent not permitted by applicable law or under any of the
Mortgage Loan documents): (i) the Pooling and Servicing Agreement and any
amendments thereto, (ii) all Statements to Certificateholders delivered to
holders of the relevant Class of Offered Certificates since the Closing Date,
(iii) all annual officers' certificates and accountants' reports delivered by
the related Servicer and the related Special Servicer to the Trustee since the
Closing Date regarding compliance with the relevant agreements, (iv) the most
recent property inspection report prepared by or on behalf of the related
Servicer or the related Special Servicer with respect to each Mortgaged Property
delivered to the Trustee, (v) the most recent annual operating statements, rent
rolls (to the extent such operating statements or rent rolls have been made
available by the related borrower, or are required under the related loan
documents) and/or lease summaries and retail "sales information," if any,
collected by or on behalf of the related Servicer or the related Special
Servicer with respect to each Mortgaged Property, (vi) any and all
modifications, waivers and amendments of the terms of a Mortgage Loan entered
into by the related Servicer and/or the related Special Servicer delivered to
the Trustee, and (vii) any and all officers' certificates and other evidence
delivered to the Trustee to support the related Servicer's determination that
any Advance, if made, would be a Nonrecoverable Advance. Copies of any and all
of the foregoing items will be available from the Trustee or Servicer, as
applicable, upon written request; however, the Trustee and Servicer, as
applicable, will be permitted to require payment of a sum sufficient to cover
the reasonable costs and expenses of providing such copies.
The Trustee will make available each month, to any interested party,
the Statement to Certificateholders, the Unrestricted Reports and certain
Mortgage Loan information as presented in the CMSA100 format via the Trustee's
website.
The Trustee will also make available each month the Restricted Reports,
via its website on a restricted basis, accessible only to each
Certificateholder, each of the parties to the Pooling and Servicing Agreement,
each of the Rating Agencies, each of the Underwriters, any party that identifies
itself to the Trustee as a beneficial owner or prospective purchaser of a
Certificate by delivering an investor certification (the form of which is
available on the
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Trustee's website and also attached as an exhibit to the Pooling and Servicing
Agreement) and any other person upon the direction of the Depositor. Certain
servicer reports will also be available on the Pool I Servicer's website.
Neither the Servicer nor Trustee will make any representations or
warranties as to the accuracy or completeness of any report, document or other
information made available on its website and will assume no responsibility
therefor. In addition, the Trustee may disclaim responsibility for any
information distributed by the Trustee for which it is not the original source.
For assistance with the Trustee's website, investors may call (301) 815-6600.
In connection with providing access to the Trustee's website, the
Trustee may require registration and the acceptance of a disclaimer. None of the
Trustee, the Servicers or the Special Servicers will be liable for the
dissemination of information in accordance herewith and with the Pooling and
Servicing Agreement.
Other Information Available via the Trustee's Website. Parties to whom
the Trustee provides access may request additional information regarding the
performance of the Mortgage Loans from the Trustee by directing inquiries by
e-mail through the Trustee's website. The Trustee will post responses to
investor inquiries in the "Investor Q&A Forum" section of its website within the
time specified in the Pooling and Servicing Agreement (or indicate the time
within which a response will be provided). Parties to whom the Trustee provides
access may obtain through the Trustee's website a listing of certain "special
events" (as specified in the Pooling and Servicing Agreement) and certain
updates on Mortgage Loan performance and other financial information concerning
the Trust Fund, as specified in the Pooling and Servicing Agreement.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS FOR MORTGAGED PROPERTIES
LOCATED IN NEW YORK, CALIFORNIA, WASHINGTON,
TEXAS, MASSACHUSETTS AND FLORIDA
The following discussion contains summaries of certain legal aspects of
the Mortgage Loans or portions of Mortgage Loans secured by parcels in New York
(approximately 24.3% of the Initial Pool Balance), California (approximately
12.7% of the Initial Pool Balance), Florida (approximately 5.0% of the Initial
Pool Balance), Texas (approximately 6.6% of the Initial Pool Balance),
Washington (approximately 8.9% of the Initial Pool Balance) and Massachusetts
(approximately 5.5% of the Initial Pool Balance), which are general in nature.
The summaries do not purport to be complete and are qualified in their entirety
by reference to the applicable federal and state laws governing the Mortgage
Loans.
NEW YORK
Mortgage loans in New York are generally secured by mortgages on the
related real estate. Foreclosure of a mortgage is usually accomplished in
judicial proceedings. After an action for foreclosure is commenced, and if the
lender secures a ruling that is entitled to foreclosure ordinarily by motion for
summary judgment, the court then appoints a referee to compute the amount owed
together with certain costs, expenses and legal fees of the action. The lender
then moves to confirm the referee's report and enter a final judgment of
foreclosure and sale. Public notice of the foreclosure sale, including the
amount of the judgment, is given for a statutory period of time, after which the
mortgaged real estate is sold by a referee at public auction. There is no right
of redemption after the foreclosure sale. In certain circumstances, deficiency
judgments may be obtained. Under mortgages containing a statutorily sanctioned
covenant, the lender has a right to have a receiver appointed without notice and
without regard to the adequacy of the mortgaged real estate as security for the
amount owed.
CALIFORNIA
Mortgage Loans in California generally are secured by deeds of trust on
the related real estate. Foreclosure of a deed of trust in California may be
accomplished by a non-judicial trustee's sale under a specific provision in the
deed of trust or by judicial foreclosure. Public notice of either the trustee's
sale or the judgment of foreclosure is given for a statutory period of time
after which the mortgaged real estate may be sold by the Trustee, if foreclosed
pursuant to the Trustee's power of sale, or by court appointed sheriff under a
judicial foreclosure. Following a judicial foreclosure sale, the borrower or its
successor in interest may, for a period of up to one year, redeem the property.
California's "one action" rule requires the lender to exhaust the security
afforded under the deed of trust
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by foreclosure in an attempt to satisfy the full debt before bringing a personal
action (if otherwise permitted) against the borrower for recovery of the debt,
except in certain cases involving environmentally impaired real property.
California case law has held that acts such as an offset of an unpledged account
constitute violations of such statutes. Violations of such statutes may result
in the loss of some or all of the security under the loan. Other statutory
provisions in California limit any deficiency judgment (if otherwise permitted)
against the borrower following a judicial sale to the excess of the outstanding
debt over the greater of (i) the fair market value of the property at the time
of the public sale and (ii) the amount of the winning bid in the foreclosure.
Further, under California law, once a property has been sold pursuant to a
power-of-sale clause contained in a deed of trust, the lender is precluded from
seeking a deficiency judgment from the borrower or, under certain circumstances,
guarantors. California statutory provisions regarding assignments of rents and
leases require that a lender whose loan is secured by such an assignment must
exercise a remedy with respect to rents as authorized by statute in order to
establish its right to receive the rents after an event of default. Among the
remedies authorized by statute is the lender's right to have a receiver
appointed under certain circumstances.
WASHINGTON
In Washington, it is most common to foreclose a deed of trust by a
non-judicial trustee's sale. Non-judicial foreclosure is available only if the
property is not used principally for agricultural purposes, either at the time
the deed of trust is granted or at the time of foreclosure. The non-judicial
foreclosure process requires a preliminary 30-day notice of default and a
subsequent 90-day notice of sale. The notice of sale must be posted on the
premises and published twice in a local newspaper. The trustee's sale cannot be
held sooner than 190 days after the date of default.
Washington has a "one action" rule that prohibits non-judicial
foreclosure during the pendency of any action that seeks satisfaction of an
obligation secured by the deed of trust, with the exception of actions for the
appointment of a receiver or to enforce any other lien or security interest
granted to secure the obligation secured by the deed of trust.
Non-judicial foreclosure has the effect of satisfying the entire
obligation secured by the deed of trust, including any cross-collateralized
obligations and any obligations of the grantor contained in separate documents
that are the "substantial equivalent" of obligations secured by the deed of
trust. Limited exceptions to the "anti-deficiency" rule allow post-foreclosure
actions against the grantor within one year after the date of foreclosure to
collect misapplied rents, insurance or condemnation proceeds, or to recover for
waste committed against the property.
In Washington, a lender may elect to foreclose a deed of trust
judicially as a mortgage and preserve the right to a deficiency judgment against
the grantor. There is a one-year redemption period from the date of sale
following a judicial foreclosure. The redemption period may be reduced to eight
months if the foreclosure complaint waives any deficiency judgment against the
grantor.
TEXAS
Under Texas law, a deed of trust customarily is foreclosed by
non-judicial process; judicial process is generally not used. A mortgagee does
not preclude its ability to sue on a recourse note by instituting foreclosure
proceedings. Unless a longer period or other curative rights are provided by the
loan documents, at least 21 days' notice prior to foreclosure is required and
foreclosure sales must be held on the first Tuesday of a calendar month. Absent
contrary provisions in the loan documents, deficiency judgments are obtainable
under Texas law. To determine the amount of any deficiency judgment, a borrower
is given credit for the greater of the actual sale price (excluding trustee's
and other allowable costs) or the fair market value of the property. Under a
relation-back theory, the entire amount of any mechanic's or materialmen's lien
takes priority over the lien of a deed of trust if the lien claimant began work
or delivered its first materials prior to recordation of the deed of trust,
provided that the loan affidavit is timely and properly perfected.
MASSACHUSETTS
Mortgage loans involving real property in Massachusetts are secured by
mortgages and foreclosures are accomplished by one of the following methods:
judicial foreclosure action, sale under statutory power of sale,
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peaceable entry and possession for three years, or bill in equity under statute.
Foreclosure by sale under the statutory power of sale accompanied by an entry
prior to the sale is the more commonly followed method of foreclosure in
Massachusetts. If the mortgagor is not a corporation, limited liability company
or limited partnership, the mortgagee will generally first obtain a judgment
from the Land Court or Superior Court sitting in the county where the property
is located barring the rights of any interested party under the Solders' and
Sailor's Civil Relief Act. Prior to conducting the sale, notice of sale must be
published for three successive weeks with the first such publication to take
place at least 21 days prior to the date of sale and notice must be delivered by
registered mail to the required parties at least 30 days prior to the date of
sale. A mortgagor has no right of redemption after a properly conducted
foreclosure sale under the power of sale. The Commonwealth of Massachusetts does
not have a "one action rule" or "anti-deficiency legislation"; however, a
deficiency judgment for a recourse loan cannot be obtained after a foreclosure
sale conducted by a power of sale unless certain required steps are taken,
including the giving of notice at least 21 days before the sale, the signing of
an affidavit within 30 days after the sale, and generally bringing the action
within 2 years after the sale. In certain circumstances, the lender may have a
receiver appointed. In Massachusetts, contamination on a property may give rise
to a "super lien" on the property for costs incurred by the Commonwealth of
Massachusetts and such a lien has priority over all existing liens, including
those of existing mortgages.
FLORIDA
Mortgage loans involving real property in Florida are secured by
mortgages and foreclosures are accomplished by judicial foreclosure. There is no
power of sale in Florida. After an action for foreclosure is commenced and the
lender secures a judgment, the final judgment will provide that the property be
sold at a public sale at the courthouse if the full amount of the judgment is
not paid prior to the scheduled sale. Generally, the foreclosure sale must occur
no earlier than twenty (20) (but not more than thirty-five (35)) days after the
judgment is entered. During this period, a notice of sale must be published
twice in the county in which the property is located. There is no right of
redemption after the foreclosure sale. Florida does not have a "one action rule"
or "anti-deficiency legislation." Subsequent to a foreclosure sale, however, a
lender may be required to prove the value of the property sold as of the date of
foreclosure in order to recover a deficiency. In certain circumstances, the
lender may have a receiver appointed.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of certain United States federal income tax
consequences of an investment in the Offered Certificates by holders that
acquire the Offered Certificates in their initial offering. This summary is
based on the Internal Revenue Code of 1986 (the "Code") as well as Treasury
regulations and administrative and judicial rulings and practice. Legislative,
judicial and administrative changes may occur, possibly with retroactive effect,
that could alter or modify the continued validity of the statements and
conclusions set forth herein. This summary does not purport to address all
federal income tax matters that may be relevant to particular holders. For
example, it generally is addressed only to original purchasers of the Offered
Certificates, deals only with Offered Certificates held as capital assets within
the meaning of Section 1221 of the Code, and does not address tax consequences
to holders that may be relevant to investors subject to special rules, such as
non-U.S. investors, banks, insurance companies, tax-exempt organizations,
dealers in securities or currencies, electing large partnerships, mutual funds,
REITs, RICs, natural persons, cash method taxpayers, S corporations, estates and
trusts, investors that hold the Offered Certificates as part of a hedge,
straddle or integrated or conversion transaction, or holders whose "functional
currency" is not the United States dollar. Further, it does not address
alternative minimum tax consequences or the indirect effects on the holders of
equity interests in a holder of the Offered Certificates. Investors should
consult their own tax advisors to determine the United States federal, state,
local and other tax consequences of the purchase, ownership and disposition of
the Offered Certificates.
The following discussion is based in part upon the rules governing
original issue discount that are set forth in Code Sections 1271 through 1273
and 1275 and in Treasury regulations issued under the original issue discount
provisions of the Code (the "OID Regulations"), and the Treasury regulations
issued under the provisions of the Code relating to REMICs (the "REMIC
Regulations"). Purchasers of the Offered Certificates should be aware that
Section 1272(a)(6) of the Code and the OID Regulations do not adequately address
certain issues relevant to, or applicable to, prepayable obligations such as the
Offered Certificates.
S-170
<PAGE>
Elections will be made to treat the Trust Fund, exclusive of the Excess
Interest (such portion of the Trust Fund, the "Trust REMICs"), as two separate
REMICs (the "Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively) within
the meaning of Code Section 860D. The reserve accounts, the Lockbox Accounts and
the Cash Collateral Accounts will be treated as beneficially owned by the
respective borrowers for federal income tax purposes. The Lower-Tier REMIC will
hold the Mortgage Loans (exclusive of Excess Interest), proceeds therefrom, the
Collection Account, the Distribution Account, the Interest Reserve Account and
any REO Property, and will issue (i) certain uncertificated Classes of regular
interests (the "Lower-Tier Regular Interests") and (ii) the Class LR
Certificates, which will represent the sole Class of residual interests in the
Lower-Tier REMIC. The Upper-Tier REMIC will hold regular interests of the
Lower-Tier REMIC and the Upper-Tier Distribution Account in which distributions
thereon will be deposited, and will issue the regular interests represented by
the Class A-1, Class A-2, Class A-X, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M and Class N Certificates
(the "Regular Certificates") as Classes of regular interests and the Class R
Certificates as representing the sole Class of residual interests in the
Upper-Tier REMIC. Qualification as a REMIC requires ongoing compliance with
certain conditions. Assuming (i) the making of appropriate elections, (ii)
compliance with the Pooling and Servicing Agreement and (iii) compliance with
any changes in the law, including any amendments to the Code or applicable
temporary or final regulations of the U.S. Department of the Treasury ("Treasury
Regulations") thereunder, in the opinion of Cadwalader, Wickersham & Taft, the
Upper-Tier REMIC and the Lower-Tier REMIC will each qualify as a separate REMIC
and the portion of the Trust Fund consisting of Excess Interest and the Excess
Interest Distribution Account will be treated as a grantor trust for federal
income tax purposes. References in this discussion to the "REMIC" will, unless
the context dictates otherwise, refer to each of the Upper-Tier REMIC and the
Lower-Tier REMIC. The Class V-1 and Class V-2 Certificates will represent pro
rata undivided beneficial interests in the portion of the Trust Fund consisting
of Excess Interest with respect to the CSFB Mortgage Loans and the MSDWMC
Mortgage Loans, respectively. In addition, the Offered Certificates are
qualifying assets under Section 7701(a)(19)(C) of the Code only to the extent of
the percentage of the aggregate pool balance from time to time represented by
the Mortgage Loans secured by Multifamily Properties, Residential Cooperative
Properties, manufactured housing community properties and assisted living
facilities.
The regular interests represented by the Offered Certificates generally
will be treated as newly originated debt instruments for federal income tax
purposes. Beneficial owners of the Offered Certificates will be required to
report income on such regular interests in accordance with the accrual method of
accounting. Based on expected issue prices of the Offered Certificates, it is
anticipated that the Class A-1, Class A-2, Class B, Class C and Class D
Certificates will be issued at a premium. Yield Maintenance Charges and
Prepayment Premiums received by Certificateholders generally will be treated as
additional ordinary income in respect of their corresponding Class of regular
interests. Nevertheless, authority exists for treating such payments as received
in respect of a sale or exchange and subject to capital gain treatment.
Prospective Certificateholders should consult their tax advisors with respect to
the treatment of Yield Maintenance Charges and Prepayment Premiums for federal
income tax purposes.
For purposes of accruing original issue discount, determining whether
such original issue discount is de minimis and amortizing any premium, the
Prepayment Assumption will be 0% CPR, with all ARD Loans prepaying on their
related Anticipated Repayment Dates. See "Prepayment and Yield Considerations."
No representation is made as to the rate, if any, at which the Mortgage Loans
will prepay.
See "Certain Federal Income Tax Consequences--REMIC
Certificates--Taxation of REMIC Regular Certificates--Treatment of Losses" in
the Prospectus for a discussion of the timing of income and the timing and
character of losses on the Offered Certificates as a result of unadvanced
delinquencies or losses on the Mortgage Loans and the subordination features of
the Certificates.
For a discussion of the tax consequences of the ownership of Offered
Certificates by any person who is not a citizen or resident of the United
States, a corporation or partnership or other entity created or organized in or
under the laws of the United States, a State or the District of Columbia, or is
a foreign estate or trust, see "Certain Federal Income Tax Consequences--REMIC
Certificates--Taxation of Certain Foreign Investors" in the Prospectus.
See "Certain Federal Income Tax Consequences--REMIC
Certificates--Taxation of REMIC Regular Certificates" in the Prospectus.
S-171
<PAGE>
ERISA CONSIDERATIONS
SENIOR CERTIFICATES
The purchase by or transfer to an employee benefit plan or other
retirement arrangement, including an individual retirement account or a Keogh
plan, that is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA) that is subject to any federal,
state or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (each, a "Plan"), or a collective
investment fund in which such Plans are invested, an insurance company using the
assets of separate accounts or general accounts which include assets of Plans
(or which are deemed pursuant to ERISA or any Similar Law to include assets of
Plans) or other persons acting on behalf of any such Plan or using the assets of
any such Plan to acquire the Senior Certificates is subject to the requirements
imposed by ERISA, Section 4975 of the Code or any Similar Law, as described in
the Prospectus under "ERISA Considerations." For example, unless exempted,
investment by a Plan in the Senior Certificates may constitute or give rise to a
prohibited transaction under ERISA or the Code. There are certain exemptions
issued by the United States Department of Labor (the "Department") that may be
applicable to an investment by a Plan in the Senior Certificates. The Department
has granted CSFBC an individual prohibited transaction exemption, Prohibited
Transaction Exemption ("PTE") 89-90, 54 Fed. Reg. 42597 (Oct. 17, 1989) and has
granted Morgan Stanley an individual prohibited transaction exemption, PTE
90-24, 55 Fed. Reg. 20548 (May 24, 1990), each as amended by PTE 97-34, 62 Fed.
Reg. 39021 (July 21, 1997) (either such exemption, the "Exemption"), for certain
mortgage-backed and asset-backed certificates underwritten, in whole or in part,
by CSFBC. The Exemption might be applicable to the initial purchase, the
holding, and the subsequent resale by a Plan of certain certificates, such as
the Senior Certificates, underwritten by CSFBC or Morgan Stanley, representing
interests in pass-through trusts that consist of certain receivables, loans and
other obligations, provided that the conditions and requirements of the
Exemption are satisfied. The loans described in the Exemption include mortgage
loans such as the Mortgage Loans.
Among the conditions that must be satisfied for the Exemption to apply
to the acquisition, holding and resale of the Senior Certificates are the
following:
(1) The acquisition of Senior Certificates by a Plan is on terms
(including the price for the Certificates) that are at least as favorable
to the Plan as they would be in an arm's-length transaction with an
unrelated party;
(2) The rights and interests evidenced by Senior Certificates acquired
by the Plan are not subordinate to the rights and interests evidenced by
the other Certificates of the Trust Fund;
(3) The Senior Certificates acquired by the Plan have received a
rating at the time of such acquisition that is one of the three highest
generic rating categories from any of Fitch, S&P or Moody's Investors
Service ("Moody's");
(4) The Trustee is not an affiliate of any other member of the
Restricted Group (as defined below);
(5) The sum of all payments made to and retained by CSFBC or Morgan
Stanley in connection with the distribution of Senior Certificates
represents not more than reasonable compensation for underwriting the
Certificates. The sum of all payments made to and retained by the Depositor
pursuant to the assignment of the Mortgage Loans to the Trust Fund
represents not more than the fair market value of such Mortgage Loans. The
sum of all payments made to and retained by each Servicer and any other
servicer represents not more than reasonable compensation for such person's
services under the Pooling and Servicing Agreement and reimbursement of
such person's reasonable expenses in connection therewith; and
(6) The Plan investing in the certificates is an "accredited investor"
as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange
Commission under the Securities Act.
The Trust Fund must also meet the following requirements:
(a) the corpus of the Trust Fund must consist solely of assets of
the type that have been included in other investment pools;
S-172
<PAGE>
(b) certificates in such other investment pools must have been
rated in one of the three highest rating categories of Fitch, S&P or
Moody's for at least one year prior to the Plan's acquisition of the
Senior Certificates pursuant to the Exemption; and
(c) certificates evidencing interests in such other investment
pools must have been purchased by investors other than Plans for at
least one year prior to any Plan's acquisition of the Senior
Certificates pursuant to the Exemption.
If all of the conditions of the Exemption are met, whether or not a
Plan's assets would be deemed to include an ownership interest in the Mortgage
Loans, the acquisition, holding and resale of the Senior Certificates by Plans
would be exempt from the prohibited transaction provisions of ERISA and Section
4975 of the Code.
Moreover, the Exemption can provide relief from certain
self-dealing/conflict of interest prohibited transactions that may occur if a
Plan fiduciary causes a Plan to acquire certificates in a trust in which the
fiduciary (or its affiliate) is an obligor on the receivables, loans or
obligations held in the trust, provided that, among other requirements, (a) in
the case of an acquisition in connection with the initial issuance of
certificates, at least fifty percent of each Class of certificates in which
Plans have invested is acquired by persons independent of the Restricted Group
and at least fifty percent of the aggregate interest in the trust is acquired by
persons independent of the Restricted Group; (b) such fiduciary (or its
affiliate) is an obligor with respect to five percent or less of the fair market
value of the obligations contained in the trust; (c) the Plan's investment in
certificates of any Class does not exceed twenty-five percent of all of the
certificates of that Class outstanding at the time of the acquisitions; and (d)
immediately after the acquisition no more than twenty-five percent of the assets
of any Plan with respect to which such person is a fiduciary are invested in
certificates representing an interest in one or more trusts containing assets
sold or served by the same entity.
The Exemption does not apply to the purchasing or holding of Senior
Certificates by Plans sponsored by the Depositor, the Underwriters, the Trustee,
the Servicers, any obligor with respect to Mortgage Loans included in the Trust
Fund constituting more than five percent of the aggregate unamortized principal
balance of the assets in the Trust Fund, or any affiliate of such parties (the
"Restricted Group").
The Underwriters believe that the conditions to the applicability of
the Exemption will generally be met with respect to the Senior Certificates,
other than possibly those conditions which are dependent on facts unknown to the
Underwriters or which they cannot control, such as those relating to the
circumstances of the Plan purchaser or the Plan fiduciary making the decision to
purchase any such Class of Certificates. However, before purchasing a Senior
Certificate, a fiduciary of a Plan should make its own determination as to the
availability of the exemptive relief provided by the Exemption or the
availability of any other prohibited transaction exemptions, and whether the
conditions of any such exemption will be applicable to the Senior Certificates.
A fiduciary of a Plan that is a governmental Plan should make its own
determination as to the need for and the availability of any exemptive relief
under any Similar Law.
Any fiduciary of a Plan considering whether to purchase a Senior
Certificate should also carefully review with its own legal advisors the
applicability of the fiduciary duty and prohibited transaction provisions of
ERISA and the Code to such investment. See "ERISA Considerations" in the
Prospectus.
The sale of Senior Certificates to a Plan is in no respect a
representation by the Depositor or the Underwriters that this investment meets
all relevant legal requirements with respect to investments by Plans generally
or any particular Plan, or that this investment is appropriate for Plans
generally or any particular Plan.
MEZZANINE CERTIFICATES
Under current law, the purchase and holding of Mezzanine Certificates
by or on behalf of any Plan may result in a non-exempt prohibited transaction
under ERISA and Section 4975 of the Code or any Similar Law. Consequently, no
transfer of a Mezzanine Certificate shall be made unless the prospective
transferee (i) executes an investment representation letter substantially in the
form set forth as an exhibit to the Pooling and Servicing Agreement stating that
the prospective transferee is not (a) a Plan or (b) a person acting on behalf of
or using "plan assets" of any Plan (including an entity whose underlying assets
include "plan assets" by reason of investment in the entity by any Plan and the
application of Department of Labor Regulation Section 2510.3-101), other than an
S-173
<PAGE>
insurance company using the assets of its general account under circumstances in
which the purchase and holding of Mezzanine Certificates by such insurance
company would be exempt from the prohibited transaction provisions of ERISA and
Section 4975 of the Code under Sections I and III of PTE 95-60 or (ii) provides
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 prospective transferee
will not constitute or result in a non-exempt prohibited transaction under
ERISA, Section 4975 of the Code or any Similar Law and will not subject the
Depositor, the Trustee, the Servicers, the Special Servicers, the Underwriters
or the Certificate Registrar to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any Similar
Law) in addition to those set forth in the Pooling and Servicing Agreement. Such
opinion of counsel shall not be an expense of the Depositor, the Servicers, the
Special Servicers, the Trust Fund, the Underwriters or the Certificate
Registrar. In addition, so long as the Mezzanine Certificates are registered in
the name of Cede & Co., as nominee of DTC, any purchaser of any such
Certificates will be deemed to have represented by such purchase that either:
(a) such purchaser is not a Plan and is not purchasing such Certificates by or
on behalf of, or with "plan assets" of, any Plan or (b) the purchase of any such
Certificate by or on behalf of, or with "plan assets" of, any Plan is
permissible under applicable law, will not result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code, and will not subject the
Depositor, the Trustee, the Servicers, the Special Servicers, the Underwriters
or the Certificate Registrar to any obligation in addition to those undertaken
in the Pooling and Servicing Agreement, and the following conditions are met:
(i) the source of funds used to purchase such Certificate is an "insurance
company general account" (as such term is defined in PTE 95-60) and (ii) the
conditions set forth in Sections I and III of PTE 95-60 have been satisfied as
of the date of the acquisition of such Certificates.
LEGAL INVESTMENT
The Offered Certificates will not constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of
1984, as amended. No representation is made as to the proper characterization of
the Offered Certificates for legal investment purposes, financial institution
regulatory purposes, or other purposes, or as to the ability of particular
investors to purchase the Offered Certificates under applicable legal investment
restrictions. These uncertainties may adversely affect the liquidity of the
Offered Certificates. Accordingly, all institutions whose investment activities
are subject to legal investment laws and regulations, regulatory capital
requirements or review by regulatory authorities should consult with their own
legal advisors in determining whether and to what extent the Offered
Certificates constitute a legal investment or are subject to investment, capital
or other restrictions. See "Legal Investment" in the Prospectus.
USE OF PROCEEDS
The net proceeds from the sale of Offered Certificates will be used by
the Depositor to pay part of the purchase price of the Mortgage Loans.
S-174
<PAGE>
UNDERWRITING
Under the terms and conditions set forth in the underwriting agreement
dated July 27, 2000 among the Depositor, Credit Suisse First Boston Corporation
("CSFBC"), an affiliate of the Depositor, and Morgan Stanley & Co. Incorporated
("Morgan Stanley" and, collectively with CSFBC, the "Underwriters"), the
Depositor has agreed to sell to the Underwriters the following respective
principal amounts of the Offered Certificates:
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT OF
CLASS A-1 CLASS A-2 CLASS B CLASS C CLASS D
UNDERWRITER CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
----------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
CSFBC $161,200,000 $537,500,000 $30,100,000 $44,500,000 $15,300,000
Morgan Stanley $ 23,000,000 $140,000,000 $20,000,000 $ 0 $ 0
------------- ------------ ----------- ----------- -----------
Total $184,200,000 $677,500,000 $50,100,000 $44,500,000 $15,300,000
============ ============ =========== =========== ===========
</TABLE>
The Underwriting Agreement will provide that the underwriters are
obligated to purchase all of the Offered Certificates if any are purchased. The
Underwriting Agreement further provides that if an Underwriter defaults, the
purchase commitments of the non-defaulting Underwriter may be increased or the
offering of the Offered Certificates may be terminated.
CSFBC and Morgan Stanley will act as co-lead and joint book-running
managers.
Proceeds to the Depositor from the sale of the Offered Certificates
will be approximately 100.41% of the initial aggregate principal balance thereof
as of the Cut-off Date, plus accrued interest from the Cut-off Date, before
deducting expenses payable by the Depositor. The Depositor estimates that its
out-of-pocket expenses for this offering will be approximately $3,357,191.
The Underwriters have advised the Depositor that they propose to offer
the Offered Certificates for sale from time to time in one or more transactions
(which may include block transactions), in negotiated transactions or otherwise,
or a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Underwriters may effect such transactions by selling the
Offered Certificates to or through dealers, and such dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Underwriters and/or the purchasers of the Offered Certificates for whom
they may act as agents. In connection with the sale of the Offered Certificates,
the Underwriters may be deemed to have received compensation from the Depositor
in the form of underwriting discounts, and the Underwriters may also receive
commissions from the purchasers of the Offered Certificates for whom they may
act as agent. The Underwriters and any dealers that participate with the
Underwriters in the distribution of the Offered Certificates may be deemed to be
underwriters, and any discounts or commissions received by them and any profit
on the resale of the Offered Certificates by them may be deemed to be
underwriting discounts or commissions.
The Offered Certificates are a new issue of securities with no
established trading market. The Depositor has been advised by the Underwriters
that the Underwriters currently intend to make a market in the Offered
Certificates; however, the Underwriters do not have any obligation to do so, any
market making may be discontinued at any time and there can be no assurance that
an active public market for the Offered Certificates will develop. See "Risk
Factors--Risks Related to the Offered Certificates--Lack of a Secondary Market
for the Certificates May Make It Difficult for You To Resell Your Certificates."
The Depositor has agreed to indemnify the Underwriters against
liabilities under the Securities Act, or contribute to payments which the
Underwriters may be required to make in respect thereof. The Mortgage Loan
Sellers have agreed to indemnify the Depositor with respect to liabilities under
the Securities Act, relating to the Mortgage Loans.
S-175
<PAGE>
LEGAL MATTERS
Certain legal matters will be passed upon for the Depositor, the
Underwriters and the CSFB Mortgage Loan Seller by Cadwalader, Wickersham & Taft,
New York, New York. Certain legal matters will be passed upon for the MSDWMC
Mortgage Loan Seller by Latham & Watkins, New York, New York. Certain legal
matters will be passed upon for the NCCB Mortgage Loan Seller by Robinson
Silverman Pearce Aronsohn & Berman LLP, New York, New York.
RATING
It is a condition to the issuance of the Offered Certificates that they
receive the following credit ratings from any or all, as applicable, of Fitch,
Inc. ("Fitch") and Standard and Poor's Ratings Services ("S&P", and together
with Fitch, the "Rating Agencies"):
FITCH S&P
----- ---
Class A-1 AAA AAA
Class A-2 AAA AAA
Class B AA AA
Class C A A
Class D A- A-
The Rating Agencies' ratings on mortgage pass-through certificates
address the likelihood of the timely payment of interest and the ultimate
repayment of principal by the Rated Final Distribution Date. The Rating
Agencies' ratings take into consideration the credit quality of the Mortgage
Loans, structural and legal aspects associated with the Offered Certificates,
and the extent to which the payment stream in the Trust Fund is adequate to make
payments required under the Offered Certificates. Ratings on mortgage
pass-through certificates do not, however, represent an assessment of the
likelihood, timing or frequency of principal prepayments (both voluntary and
involuntary) by borrowers, or the degree to which such prepayments might differ
from those originally anticipated. The security ratings do not address the
possibility that Certificateholders might suffer a lower than anticipated yield.
In addition, ratings on mortgage pass-through certificates do not address the
likelihood of receipt of Prepayment Premiums, Yield Maintenance Charges, default
interest or Excess Interest or the timing or frequency of the receipt thereof.
There can be no assurance as to whether any rating agency not requested
to rate the Offered Certificates will nonetheless issue a rating and, if so,
what such rating would be. A rating assigned to the Offered Certificates by a
rating agency that has not been requested by the Depositor to do so may be lower
than the rating assigned by the Rating Agencies pursuant to the Depositor's
request.
The rating of the Offered Certificates should be evaluated
independently from similar ratings on other types of securities. A security
rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the assigning rating agency.
S-176
<PAGE>
Index of Defined Terms
%
% of Total SF S-93
% of Total Square Feet S-93
1
1211 Avenue of the Americas A Component S-55
1211 Avenue of the Americas Borrower S-55
1211 Avenue of the Americas Loan S-50, S-55
1211 Avenue of the Americas Other Note S-50, S-55
1211 Avenue of the Americas Property S-55
1211 Avenue of the Americas Subordinate
Components S-55
1211 Avenue of the Americas Trust Fund
Note S-50, S-55
1211 Avenue of the Americas Whole Loan S-50
1998 NOI S-91
1999 NOI S-91
2
2000-1211 Securitization S-50
3
30/360 S-79, S-90
A
ACMs S-33
Actual Ongoing Capital Items Deposits S-89
Actual/360 S-79, S-90
Additional Collateral Loans S-88
Advances S-143, S-162
AISLIC S-77
Allocated Loan Amount S-89
Amazon Borrower S-76
Amazon Property S-76
Amazon.com Loan S-76
Anchor Tenant S-89
Annual Debt Service S-90
Anticipated Remaining Term S-90
Anticipated Repayment Date S-79, S-90
Anticipated Repayment Date LTV S-91
Appraisal Reduction S-144
Appraisal Reduction Amount S-144
Appraisal Reduction Event S-143
ARD S-79
ARD Loans S-79
ARD LTV S-91
Asset Status Report S-156
Assignable Primary Servicing Fee S-161
Assumed Final Distribution Date S-125
Assumed Maturity Date S-126
Assumed Scheduled Payment S-142
Assumption Conditions S-148
Audit Program S-150
Available Distribution Amount S-117
B
Balloon Loans S-80
Balloon Payment S-80
Base Interest Fraction S-125
BMDC Borrower S-72
BMDC Loan S-72
BMDC Property S-72
Book-Entry Certificates S-114
Breach S-139
Business Day S-116
C
C&I S-77
Capital Items S-47
Cash Collateral Accounts S-145
Certificate Balance S-112
Certificate Deferred Interest S-127
Certificate Owner S-114
Certificateholder S-115
Certificates S-112
Chase S-55
Class S-112
Class A-1 Component Rate S-121
Class A-1 Pass-Through Rate S-121
Class A-2 Component Rate S-121
Class A-2 Pass-Through Rate S-121
Class A-X Pass-Through Rate S-121
Class B Component Rate S-121
Class B Pass-Through Rate S-121
Class C Component Rate S-121
Class C Pass-Through Rate S-121
Class D Component Rate S-122
Class D Pass-Through Rate S-121
Class E Component Rate S-122
Class E Pass-Through Rate S-121
Class F Component Rate S-122
Class F Pass-Through Rate S-121
Class G Component Rate S-122
Class G Pass-Through Rate S-121
Class H Component Rate S-122
Class H Pass-Through Rate S-121
Class J Component Rate S-122
Class J Pass-Through Rate S-121
Class K Component Rate S-122
Class K Pass-Through Rate S-121
Class L Component Rate S-122
Class L Pass-Through Rate S-121
Class M Component Rate S-122
Class M Pass-Through Rate S-121
Class N Component Rate S-122
S-177
<PAGE>
Class N Pass-Through Rate S-121
Claypool Borrower S-70
Claypool Embassy Suites Loan S-70
Claypool Note S-70
Claypool Property S-70
Clearance Cooperative S-114
Clearstream, Luxembourg S-113
Clearstream, Luxembourg Participants S-114
Closing Date S-42
Code S-170
Collateral Substitution Deposit S-84
Collateral Support Deficit S-126
Collection Account S-116, S-146
Collection Accounts S-116, S-146
Commission S-111
Comparative Financial Status Report S-166
Component Rate S-121
Constant Prepayment Rate S-130
Controlling Class S-156
Controlling Class Certificateholder S-156
Corrected Mortgage Loan S-156
CPR S-130
Crossed Loans S-87
Crystal Pavilion S-63
Crystal Pavilion/Petry Building Borrower S-63
Crystal Pavilion/Petry Building Loan S-51, S-63
Crystal Pavilion/Petry Building Manager S-63
Crystal Pavilion/Petry Building Mezzanine
Lender S-63
Crystal Pavilion/Petry Building Mezzanine
Loan S-63
Crystal Pavilion/Petry Building Note A S-51, S-63
Crystal Pavilion/Petry Building Other Notes S-63
Crystal Pavilion/Petry Building Preferred
Equity Interest S-64
Crystal Pavilion/Petry Building Principals S-63
Crystal Pavilion/Petry Building Property S-63
Crystal Pavilion/Petry Building Special
Limited Partner S-64
Crystal Pavilion/Petry Building Whole Loan S-51, S-63
CSFB Cayman S-140
CSFBC S-175
CSFBC 1998-C2 Securitization S-50
CSFBC Mortgage Loan Seller S-42
CSFBC Mortgage Loans S-42
Cut-off Date S-41
Cut-off Date LTV S-90
Cut-off Date Principal Balance S-94
Cut-off Date Principal Balance/Unit S-90
Cut-off Date Principal Loan Balance S-90
D
Debt Service Coverage Ratio S-90
Defeasance Lockout Period S-83
Defeasance Option S-84
Defect S-137
Definitive Certificates S-116
Delinquent Loan Status Report S-166
Department S-172
Depositor S-42
Depositories S-113
Determination Date S-116
Direct Participants S-113
Directing Certificateholder S-156
Distribution Account S-116, S-146
Distribution Date S-116
DSCR S-90
DTC S-113
DTC Participants S-113
Due Date S-78
Due Period S-117
E
Eligible Bank S-147
ERISA S-172
Escrow Account S-46
Euroclear S-113
Euroclear Operator S-114
Euroclear Participants S-114
Events of Default S-151
Excess Cash Flow S-79
Excess Interest S-79
Excess Interest Distribution Account S-146
Excess Rate S-122
Exemption S-172
F
Final Recovery Determination S-165
Finova S-112
Finova Capital S-112
Finova Loans S-137
Finova Owner Trust S-137
FIRREA S-44
First P&I Date S-91
Fitch vi, S-176
Form 8-K S-111
Fully Amortizing Loans S-80
G
Gentry Borrower S-74
Gentry Manager S-74
Gentry Portfolio Loan S-74
Gentry Principal S-74
Gentry Properties S-74
Gentry Property S-74
H
Hard Lockbox S-84
Hastings Village Shopping Center Borrower S-61
Hastings Village Shopping Center Loan S-61
Hastings Village Shopping Center Manager S-61
Hastings Village Shopping Center Principal S-61
S-178
<PAGE>
Hastings Village Shopping Center Property S-61
Historical Loan Modification Report S-166
Historical Loss Estimate Report S-166
Hospitality Loan S-41
Hospitality Property S-41
Hotel Management Agreement S-67
Hotel Manager S-67
I
Indirect Participants S-113
Industrial Loan S-41
Industrial Property S-41
Initial Pool Balance S-41
Insurance Escrowed S-90
Interest Accrual Period S-122
Interest Calc. S-90
Interest Reserve Account S-146
Interest Shortfall Amount S-122
Investor Q&A Forum S-168
IPC Retail Portfolio Loan S-58
IPC Retail Portfolio/Normandie Borrower S-58
IPC Retail Portfolio/Normandie Management
Agreement S-59
IPC Retail Portfolio/Normandie Properties S-58
IPC Retail Portfolio/Normandie Village Loan S-58
IPC Retail Portfolio/Normandie Village Manager S-59
IRS S-154
L
L'Enfant Borrower S-66
L'Enfant Intercreditor Agreement S-66
L'Enfant Loan S-50, S-66
L'Enfant Manager S-66
L'Enfant Mezzanine Borrower S-67
L'Enfant Mezzanine Lender S-67
L'Enfant Mezzanine Loan S-67
L'Enfant Note A S-66
L'Enfant Note B-1 S-66
L'Enfant Note B-2 S-66
L'Enfant Other Notes S-50
L'Enfant Preferred Equity Interest S-67
L'Enfant Property S-66
L'Enfant Special Limited Partner S-67
L'Enfant Trust Fund Note S-50
L'Enfant Whole Loan S-50, S-66
Lease Expiration Date S-90
Liquidation Fee S-162
Liquidation Fee Rate S-162
Liquidation Proceeds S-162
Llama S-112
Llama Loans S-137
LNR S-163
Loan to Value Ratio S-90
Loan to Value Ratio-Cooperative Basis S-91
Lockbox Account S-84
Lockout Period S-80
Lodging Loan S-41
Lodging Property S-41
Lower-Tier Regular Interests S-171
Lower-Tier REMIC S-7, S-171
LTV S-90
LTV at ARD or Maturity S-91
LTV-Co-op Basis S-91
M
Manager S-76
Mezzanine Certificates S-112
Mixed Use Loan S-41
Mixed Use Property S-41
Modified Lockbox S-84
Monthly Interest Distribution Amount S-122
Monthly Payment S-79, S-91
Moody's S-160, S-172
Morgan Stanley S-175
Mortgage S-41
Mortgage Deferred Interest S-127
Mortgage File S-137
Mortgage Interest Accrual Period S-122
Mortgage Loan Assumptions S-130
Mortgage Loan Purchase Agreement S-42
Mortgage Loan Sellers S-42
Mortgage Loans S-41
Mortgage Note S-41
Mortgage Pass-Through Rate S-122
Mortgage Rate S-79
Mortgaged Properties S-41
Most Recent Date S-91
Most Recent NOI S-91
Most Recent Type S-91
MS Management S-70
MSDWMC Mortgage Loan Seller S-42
MSDWMC Mortgage Loans S-42
Multifamily Loan S-41
Multifamily Property S-41
Multi-Property Loans S-87
N
NAP S-92
NCCB S-42
NCCB Mortgage Loan Seller S-42
NCCB Mortgage Loans S-42
NCCB Servicing Fee S-161
NCCB Servicing Fee Rate S-161
Net Cash Flow S-92
Net Mortgage Pass-Through Rate S-123
Net Mortgage Rate S-123
News America S-55
NOI Adjustment Worksheet S-167
Nonrecoverable Advance S-143
Normandie Village Loan S-58
Normandie Village Note A S-58
S-179
<PAGE>
Normandie Village Note B S-58
Notional Balance S-112
NR vi
O
Occupancy S-92
Occupancy Period S-92
Offered Certificates S-112
Office Loan S-41
Office Property S-41
OID Regulations S-170
Olympia & York S-58
Operating Statement Analysis Report S-166
Optimal Interest Distribution Amount S-123
Original Amortization Term S-93
Original Principal Loan Balance S-93
Other Equity Collateral S-53
Other Loan S-42
Other Property S-42
Other Servicer Notes S-141
Ownership Interest S-93
P
P&I Advance S-142
Participants S-113
Pass-Through Rate S-123
PCBs S-33
Penalty Charges S-161
Percentage Interest S-112
Permitted Investments S-147
Petry Building S-63
Phase I S-44
Plan S-172
PML S-45
Pool I Servicer S-160
Pool I Special Servicer S-163
Pool II Servicer S-160
Pool II Special Servicer S-163
Pool Servicing Fee S-161
Pool Servicing Fee Rate S-161
Pooling and Servicing Agreement S-137
Preferred Interest Holder S-86
Prepayment Assumptions S-130
Prepayment Interest Excess S-163
Prepayment Interest Shortfall S-123
Prepayment Premium Period S-80
Prepayment Premiums S-80
Primary Servicer S-141
Primary Servicing Agreement S-141
Primary Servicing Fee S-161
Prime Rate S-143
Principal Distribution Amount S-123
Private Certificates S-112
Promus S-70
Property Release Amount S-93
PTE S-172
Purchase Price S-139
R
Rated Final Distribution Date S-126
Rating Agencies S-176
Real Estate Taxes Escrowed S-93
Record Date S-116
Reduction Rate S-144
Regular Certificates S-112, S-171
Reimbursement Rate S-143
Related Proceeds S-143
Release Date S-84
Remaining Amortization Term S-93
Remaining Lockout S-93
Remaining Lockout and YM S-93
Remaining Lockout and YM and Penalties S-93
Remaining Principal Distribution Amount S-123
REMIC Regulations S-171
REO Loan S-124
REO Property S-112, S-155
REO Status Report S-166
Reporting Requirements S-137
Required Prepayment S-88
Residential Cooperative Loan S-41
Residential Cooperative Property S-41, S-92
Residual Certificates S-112
Restricted Group S-173
Restricted Reports S-167
Retail Loan S-41
Retail Property S-41
Rev S-91
Revised Rate S-79
Rules S-114
S
S&P vi, S-176
Sarakreek S-68
Seasoning S-93
Securities Act S-112
Selig Borrowers S-53
Selig Loans S-53
Selig Manager S-53
Selig Mezzanine Borrower S-53
Selig Mezzanine Lender S-53
Selig Mezzanine Loan S-53
Selig Principal S-53
Selig Properties S-53
Selig Property S-53
Senior Offered Certificates S-112
Senior Private Certificates S-112
Servicer S-160
Servicer Remittance Date S-142
Servicer Watch List S-166
Servicing Advances S-143
Servicing Standard S-141
Significant Mortgage Loans S-148
S-180
<PAGE>
Similar Law S-172
Special Servicer S-163
Special Servicing Fee S-161
Special Servicing Fee Rate S-162
Specially Serviced Mortgage Loans S-156
Springing Lockbox S-85
Stated Maturity Date S-93
Stated Principal Balance S-124
Statement to Certificateholders S-164
Subordinate Certificates S-112
Subordinate Private Certificates S-112
T
Tenant S-94
Tenant Improvement and Leasing
Commission Reserve Ongoing S-93
Tenant Improvement and Leasing
Commission Reserve Upfront S-93
Terms and Conditions S-114
Treasury Regulations S-171
Trust Fund S-112
Trust REMICs S-171
Trustee S-159
Trustee Fee S-159
Trustee Fee Rate S-159
U
U/W Net Cash Flow S-92
U/W NOI S-94
U/W Rev S-91
Uncovered Prepayment Interest Shortfall S-163
Uncovered Prepayment Interest Shortfall Amount S-124
Underwriters S-175
Underwritten NOI S-94
Unit of Measure S-94
Units S-94
Unpaid Interest Shortfall Amount S-124
Unrestricted Reports S-167
Unscheduled Payments of Principal S-124
Upper-Tier REMIC S-7, S-171
USAP S-150
V
Value S-94
Value Co-op Basis S-94
Voting Rights S-153
W
Weighted Average DSCR S-94
Weighted Average LTV S-94
Weighted Average Net Mortgage Rate S-124
Whole Loans S-141
Withheld Amounts S-146
Workout Fee S-162
Workout Fee Rate S-162
Y
Year Built S-94
Year Renovated S-94
Yield Maintenance Charge S-80
Yield Maintenance Period S-80
Yield Rate S-80
S-181
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE>
ANNEX A
LOAN CHARACTERISTICS
<TABLE>
<CAPTION>
LOAN # CONTROL # LOAN NUMBER LOANS PROPERTY NAME
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 001 948657 csfb Selig - 1000 2nd Avenue
2 002 948666 csfb Selig - 190 Queen Anne Building
3 003 320025 csfb 1211 Avenue of the Americas
4 004 937167 csfb IPC Retail-Summary
4 004A 937167- 1 csfb Walpole Mall
4 004B 937167- 4 csfb Hurstbourne Forum Shopping Center
4 004C 937167- 3 csfb Brittany Retail Center
4 004D 937167- 2 csfb Comotara Retail Center
5 005 945019 csfb Normandie Village Shopping Center
6 006 320807 csfb Hastings Village
7 007 938549 csfb Crystal Pavilion/Petry Building Summary
7 007A 938549- 1 csfb Crystal Pavilion
7 007B 938549- 2 csfb Petry Building
8 008 945300 csfb L'Enfant Plaza
9 009 99-06179 msdw Claypool Embassy Suites
10 010 320601 csfb BMDC Building
11 011 320816 csfb Gentry Portfolio-Summary
11 011A 320816- 4 csfb Gentry Pacific Design Center
11 011B 320816- 2 csfb American Movers (Lot 100)
11 011C 320816- 3 csfb Waipio Industrial Court
11 011D 320816- 1 csfb Gentry Business Park
12 012 320974 csfb Amazon.com Tower
13 013 320860 csfb Avenue of the Arts
14 014 99-06263 msdw Conjunctive Points Office and Industrial Portfolio-Summary
14 014A 99-06263-a msdw Conjunctive Points - Samitaur
14 014B 99-06263-b msdw Conjunctive Points - Pittard Sullivan
14 014C 99-06263-c msdw Conjunctive Points - Ince
14 014D 99-06263-d msdw Conjunctive Points - Hayden & Higuera
15 015 320627 csfb Globix World Headquarters
16 016 320872 csfb Bush Terminal Bldgs. 19 & 20
17 017 99-05449-e msdw Northwood Plaza Shopping Center
18 018 320448 csfb Alexandria Real Estate Equities-Summary
18 018A 320448- 2 csfb 377 Plantation Street
18 018B 320448- 1 csfb 6166 Nancy Ridge Drive
19 019 00-06402 msdw Johnson Controls
20 020 320984-1 csfb Conroe Assisted Living
21 021 320984-2 csfb Arlington Assisted Living
22 022 320984-4 csfb Temple Assisted Living
23 023 99-05460S msdw Suburban Lodge V Summary
23 023A 99-05460 msdw Suburban Lodge - Duluth
23 023B 99-05487 msdw Suburban Lodge - North Charleston
23 023C 99-05459 msdw Suburban Lodge - Atlanta
23 023D 99-05483 msdw Suburban Lodge - Columbus (Northland)
23 023E 99-05423 msdw Suburban Lodge - Birmingham
24 024 320945 csfb Inland Star Distribution Center
25 025 00-06592 msdw West Park Plaza
26 026 99-05027 msdw 295 & 305 Foster Street Office/R&D Buildings
27 027 99-05702 msdw Central Park Plaza Shopping Center
28 028 320885 csfb Loma Palisades Business Center
29 029 320934 csfb Holiday Inn on the Beach
30 030 320890 csfb Sheraton Four Points Hotel & Suites
31 031 470012720 ncb Doric Apartment Corporation
32 032 99-06196 msdw Lofts at Infinity Court
33 033 99-05448 msdw Hacienda Village Mobile Home Park
34 034 470013230 csfb 345 East 56th Street
35 035 470013240 csfb 136 East 76th Street
36 036 470013250 csfb 1385 Boston Post Road
37 037 99-05497 msdw Henry Cogswell College Building
38 038 99-05462 msdw Athens West Shopping Center
39 039 320446 csfb Briarwood Hill Apartments
40 040 320346 csfb 520 US Highway 22
41 041 320936 csfb Chene Square
42 042 320854 csfb Penn Branch Shopping Center
43 043 948827 csfb City Centre II
44 044 320970 csfb Gulfstream Office Buildings
45 045 470004030 ncb Fort Tryon Apartments Corp.
46 046 320852 csfb Del Alba Plaza
47 047 99-05442 msdw 4001 Brandywine Office Building
48 048 99-04487 msdw Anderson and Beechmont Shopping Plaza
49 049 320607 csfb Dick's Sporting Goods
50 050 470010770 ncb Inwood Owners, Inc.
51 051 99-04366 msdw Hampton Inn Dulles South
52 052 99-05463 msdw Cascade Citi Center
53 053 470013440 ncb Lex Tenants Corp.
54 054 99-05804 msdw Coventry Health Care Office Building
55 055 99-05573 msdw Journey Business Park
56 056 320348 csfb 4600 Powder Mill
57 057 320111 csfb Mercede Executive Park
58 058 320647 csfb The Suite Hotel
59 059 99-05760 msdw Berkeley Tower Office and Retail Building
60 060 320972 csfb Ridgecrest Terrace Apartments
61 061 320428 csfb The Willows Apartments
62 062 470012850 ncb The Ponds Cooperative Homes, Inc.
63 063 320625 csfb St. Mathews Apartments
64 064 320884 csfb Settler's Green Village
65 065 99-05495 msdw College Park Shopping Center
66 066 320729 csfb Holiday Inn Victoria
67 067 99-05607S msdw LawMan Properties Summary
67 067A 99-05607 msdw Campus East Apartments
67 067B 99-05606 msdw Applecroft Apartments
68 068 470011670 ncb 4077 Owners Corp.
69 069 99-06195 msdw Brigham Business Park - Buildings 41 and 53
70 070 320888 csfb Westgate Park Apartments
71 071 942812 csfb Northridge Village Apartments
72 072 320657 csfb Hooper Building
73 073 320631 csfb Xerox Industrial Building
74 074 470013020 ncb 411 West End Avenue Owners Corp.
75 075 320886 csfb Caanan Medical Center
76 076 320799 csfb Swan Way Building
77 077 320976 csfb Wellesley Inn and Suites
78 078 320958 csfb Casa Palm Apartments
79 079 320339 csfb Clarion Hotel Tuscon Airport
80 080 99-05016 msdw Marsh Highlands Apartments
81 081 942814 csfb Brandon Oaks Apartments
82 082 320931 csfb The Emporium Shoppes
83 083 320822 csfb 420 Fifth Avenue
84 084 470012760 ncb Rockledge House Owners Corp.
85 085 320989 csfb 6320 Lamar Building
86 086 99-05732 msdw Columbia Square Shopping Center
87 087 470013290 ncb 490 West End Apartments Corp.
88 088 99-04891 msdw Your Extra Attic Self Storage
89 089 470011310 ncb 1050 Tenants Corp.
90 090 99-04784 msdw Roseville Shopping Center
91 091 99-06194 msdw 8-24 Griffin Way Air Freight Building
92 092 470011240 csfb Driftwood Apartments
93 093 320149 csfb Village Green Apartments
94 094 99-06193 msdw Rochester Depot
95 095 99-05649 msdw Gart Sports Store
96 096 320344 csfb Moyock Commons Shopping Center
97 097 470011380 ncb 51585 Owners Corp.
98 098 320450 csfb Flamingo Village Plaza
99 099 470011190 ncb 156 East 79th Street Corporation
100 100 470004810 ncb 211 Thompson Owners Corp.
101 101 99-05446 msdw Fairhaven Mobile Home Park
102 102 320705 csfb Timber Ridge Apartments
103 103 320940 csfb Dorchester Square Shopping Center
104 104 320629 csfb SouthTrust Office Center
105 105 945181 csfb Park Trailer Homes
106 106 470011630 ncb Jaxboro Corp.
107 107 470011100 ncb Parkway Towers Owners Corp.
108 108 320436 csfb Casa de Loma Apartments
109 109 470012210 ncb Tracy Tenants Corp.
110 110 470010760 ncb 270 West 11th Street Owners Corp.
111 111 470011040 ncb 201 W. 89 Owners Inc.
112 112 320987 csfb Comfort Inn Archdale
113 113 470012830 ncb The Twelve Seventy Fifth Ave. Cooperative, Inc.
114 114 99-05476 msdw Mt. Holly Self Storage
115 115 470010420 ncb Fairfield Views Inc.
116 116 320939 csfb Ashley Club Apartments
117 117 470010800 ncb 7401 Apt. Corp.
118 118 320842 csfb Adams & Tabor Shopping Center
119 119 940601 csfb Pinewood Village Apartments
120 120 99-05150 msdw Bradley Distribution Center
121 121 320119 csfb Cedarmont Apartments
122 122 320967 csfb Comfort Inn, Darien
123 123 99-04647 msdw Parker Plaza South Industrial Building
124 124 470012200 ncb 414 West 121st Street Apartment Corp.
125 125 320932 csfb Eckerd Drug Store
126 126 99-05447 msdw Hibiscus Mobile Home Park
127 127 470009900 ncb 63-61 99th Street Owners Corp.
128 128 320434 csfb Spring Creek Office
129 129 470013330 ncb The Waywest Tenants
130 130 470010380 ncb 271 Tenants Corp.
131 131 470009930 ncb 84 Drive Homes, Inc.
132 132 470011390 ncb Savoy Owners Corp.
133 133 320147 csfb Eden South Apartments
134 134 470012810 ncb 19 William Street Owners' Corp.
135 135 470012980 csfb Amagansett Dunes
136 136 470011460 ncb 35 W. 9 Owners Corp.
137 137 99-05839 msdw Lorraine Apartments
138 138 470012420 ncb 854 West 181 Corp.
139 139 99-05521 msdw Irvington Campbell Shopping Center
140 140 470010810 ncb Windsor Terrace Apts., Inc.
141 141 470012560 ncb Riverdale Commons Ltd.
142 142 99-06048 msdw Envirwood Executive Plaza
143 143 470012530 ncb Prince Tower Tenants Corp.
144 144 99-05425 msdw Flamingo MHP
145 145 470012050 csfb Cascade Apartments
146 146 470012370 ncb Museum Court Apartment Corp.
147 147 470011200 ncb Lake Shore Towers Cooperative Building Corporation
148 148 99-05480 msdw 21-25 East Sunrise Highway Retail Center
149 149 945151 csfb 534 Broadway
150 150 470011570 ncb 5425 Valles Avenue Owners Corp.
151 151 470010540 ncb 16 East 96th Apartment Corp.
152 152 320599 csfb Victory Plaza
153 153 00-00000 msdw Pan American Logistics Center
154 154 470011220 ncb Stonelea Manor Owners Corporation
155 155 470011130 ncb Tudor Owners Corp.
156 156 470012960 ncb Rocinante Corp.
157 157 470007350 ncb 30 Clinton Place Owners, Inc.
158 158 942330 csfb Park Plaza Townhomes
159 159 470011890 ncb Medium Lipstick, Ltd.
160 160 99-05610 msdw Hollywood Video - Tucson
161 161 470011440 ncb Winchester & Hood Gardent Homes Mutual Ownership Trust
162 162 470010780 ncb Riverbank Apartment Corp.
163 163 470012970 ncb 1235-1245 Astor Street Corporation
164 164 470009970 ncb 451 West Owners Ltd.
165 165 470011030 ncb Charlton Tenants Corp.
166 166 470012730 ncb 319 East 73rd Street Owners Corp.
167 167 470011490 ncb Vernon House, Inc.
168 168 470012670 ncb 55 Ehrbar Tenants Corp.
169 169 470013040 ncb 104-106 Bedford Owners Corp.
170 170 470012880 ncb 124 West 109 St. Corp.
171 171 470010520 ncb Montauk Terrace Co-operative Apts., Inc.
172 172 470012350 ncb 124 East 84th St. Corporation
173 173 470011700 ncb 130 West 16 Owners Inc.
174 174 470011370 ncb Cloister Apt. Corp.
175 175 470013740 ncb 1125 Lorimer Street Housing Corporation
176 176 470013380 ncb 171 Duane Street Owners Corp.
177 177 470011530 ncb Summit-Parmley Company
178 178 470011820 ncb 521 East 88th Owners Corp.
179 179 470010750 ncb Paridon House Incorporated
180 180 470010710 ncb 10 Westview Avenue Tenants Corp.
181 181 470012800 ncb 91st Street Tenants Corp.
182 182 470010200 ncb 251 Pacific Owners Corp.
183 183 470009680 ncb 32 West 96th Street Tenants Corp.
184 184 470010960 ncb 133 West 24th Street Corporation
185 185 470010840 ncb 670 President Street Housing Corp.
186 186 470012040 ncb 504 East 6th Street Owners, Inc.
187 187 470010640 ncb 348-78 Housing Corporation
188 188 470011300 ncb Village Place Corp.
189 189 470012130 ncb J.W. Weber House Corp.
190 190 470011470 ncb 48 West 86th Street Tenants Corp.
191 191 470010070 ncb 205 Hicks Street Apartment Corporation
192 192 470013650 ncb 91 & 95 28th Street Jackson Heights, Inc.
193 193 470010610 ncb 200 President Street Corp.
194 194 470008270 ncb 315 West 103rd St. Tenants Corp. a/k/a 315 West 103rd Street Tenants Corp.
195 195 470011830 ncb 53 Montgomery Place Housing Corporation
196 196 470011290 ncb White Street Loft Corp.
197 197 470011840 ncb 801 Union Street Owners Corp.
198 198 470012770 ncb 719 Carroll Owners Corp.
199 199 470012080 ncb 806 Washington Owners Corp.
200 200 470010790 ncb 416 Clermont Owners Corp.
201 201 470010270 ncb 478 12th St. Tenants Corp.
202 202 470012090 ncb 55 7th Avenue Tenants Corp.
203 203 470011270 ncb 59 Park Place Corp.
204 204 470012170 ncb 166 West 94 Owners Corp.
205 205 470010480 ncb 22 West 76th Street Corporation
206 206 470012690 ncb 320 East 14th Street Owners Corp.
207 207 470010280 ncb 781 Union Street Owners Corporation
208 208 470010820 ncb 337 Sackett Apartment Corp.
209 209 470013090 ncb 8940 Colonial Owners Corp.
210 210 470010630 ncb 229 East 81st Street Owners, Inc.
211 211 470012680 ncb 106-19 19th Street Jackson Heights Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOAN # CONTROL # ADDRESS CITY STATE
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 001 1000 2nd Avenue Seattle WA
2 002 190 Queen Anne Avenue Seattle WA
3 003 1211 Avenue of the Americas New York NY
4 004 Various Addresses Various Cities Various States
4 004A 90 Boston-Post Road Walpole MA
4 004B 200 N. Hurstbourne Parkway Louisville KY
4 004C 2020-2120 N. Woodlawn Avenue Wichita KS
4 004D 2929, 2939 and 2949 North Rock Road Wichita KS
5 005 6404-6592 E. Central Avenue Wichita KS
6 006 3333-3699 East Foothill Boulevard Pasadena CA
7 007 Various Addresses Various Cities NY
7 007A 805 Third Avenue New York NY
7 007B 3 East 54th Street New York NY
8 008 470-490 L'Enfant Plaza SW/955 L'Enfant Plaza SW Washington DC
9 009 110 West Washington Street Indianapolis IN
10 010 106 Wynn Drive Huntsville AL
11 011 Various Addresses Various Cities HI
11 011A 560 North Nimitz Highway Honolulu HI
11 011B 94-1499 Moaniani Street Waipahu HI
11 011C 94-547 Ukee Street Waipahu HI
11 011D 94-390, 404 and 410 Ukee Street Waipahu HI
12 012 1200 12th Avenue South Seattle WA
13 013 1346 Chestnut Street Philadelphia PA
14 014 Various - See Below Culver City CA
14 014A 3453-3457 LaCienega Boulevard Culver City CA
14 014B 3535-3545 Hayden Avenue Culver City CA
14 014C 3958-3964 Ince Boulevard Culver City CA
14 014D 3625-3635 Hayden Avenue & 8557-8561 Higuera Street Culver City CA
15 015 139 Centre Street New York NY
16 016 168 39th Street and 167 41st Street Brooklyn NY
17 017 2400 McMullen Booth Road Clearwater FL
18 018 Various Addresses Various Cities Various States
18 018A 377 Plantation Street Worcester MA
18 018B 6166 Nancy Ridge Drive San Diego CA
19 019 Van Dyke Avenue Warren MI
20 020 450 North Rivershire Conroe TX
21 021 4101 West Arkansas Lane Arlington TX
22 022 3002 Jack Rabbit Road Temple TX
23 023 Various Addresses Various Cities Various States
23 023A 3750 Satellite Boulevard Duluth GA
23 023B 7371 Mazyck Road North Charleston SC
23 023C 1375 Northside Drive Atlanta GA
23 023D 2420 East Dublin Granville Road Columbus OH
23 023E 90 Oxmoor Road Birmingham AL
24 024 3146 S. Chestnut Avenue Fresno CA
25 025 1603 Grand Avenue Billings MT
26 026 295 & 305 Foster Street Office/R&D Buildings Littleton MA
27 027 4-98 East Fourth Ave. San Mateo CA
28 028 7925-7985 Dunbrook Rd & 9220-9270 Trade Pl San Diego CA
29 029 5002 Seawall Boulevard Galveston TX
30 030 351, 401 & 411 York Street Williamsburg VA
31 031 100 Manhattan Avenue Union City NJ
32 032 545 West 34th Street New York NY
33 033 7505 Granada Avenue New Port Richey FL
34 034 345 East 56th Street New York NY
35 035 136 East 76th Street New York NY
36 036 1385 Boston Post Road Larchmont NY
37 037 2801 and 2802 Wetmore Avenue Everett WA
38 038 3190 Atlanta Highway Athens GA
39 039 100 State Street North Haven CT
40 040 520 Route 22 Bridgewater Township NJ
41 041 2650 East Jefferson Avenue Detroit MI
42 042 3200 Pennsylvania Avenue SE Washington DC
43 043 765 The City Drive Orange CA
44 044 5301 Central NE & 300 San Mateo Boulevard Albuquerque NM
45 045 245-303 Bennett Avenue New York NY
46 046 1 Dan Fox Drive Pittsfield MA
47 047 4001 Brandywine Street, N.W. Washington, D.C. DC
48 048 8080-8170 Beechmont Avenue Anderson OH
49 049 3212 Mt. Moriah Road Durham NC
50 050 181 Long Hill Road Little Falls NJ
51 051 4050 Westfax Drive Chantilly VA
52 052 590 Cascade Drive Atlanta GA
53 053 50 Lexington Avenue New York NY
54 054 120 East Kensinger Drive Cranberry Township PA
55 055 6 Journey Street Aliso Viejo CA
56 056 4600 Powder Mill Road Beltsville MD
57 057 1876 University Drive Plantation FL
58 058 54 Peachtree Street Atlanta GA
59 059 2001-2015 Shattock Avenue and 2120-2134 University Avenue Berkeley CA
60 060 526 South Walton Walker Boulevard Dallas TX
61 061 3304 Willow Creek Irving TX
62 062 1445, 1450, 1457, 1460 East Pond Drive Okemos MI
63 063 6833 Shore Road Brooklyn NY
64 064 Route 16 North Conway NH
65 065 100 College Park Drive Weatherford TX
66 066 2705 East Houston Highway Victoria TX
67 067 Various Addresses Various Cities KS
67 067A 1422 McCain Lane Manhattan KS
67 067B 1741 West 19th Street Lawrence KS
68 068 40 West 77th Street New York NY
69 069 41 & 53 Brigham Street Marlborough MA
70 070 3007 Antelope Trail Temple TX
71 071 7913 Harwood Road North Richland Hills TX
72 072 7115 Leesburg Pike Falls Church VA
73 073 737 Hawaii Street El Segundo CA
74 074 411 West End Avenue New York NY
75 075 903 South Crenshaw Boulevard Los Angeles CA
76 076 80 Swan Way Oakland CA
77 077 3520 North Highway 98 Lakeland FL
78 078 700-712 North Las Vegas Boulevard Las Vegas NV
79 079 6801 South Tucson Boulevard Tucson AZ
80 080 2535 Marsh Lane Carrollton TX
81 081 1415 Wicasset Arlington TX
82 082 4587 Okeechobee Boulevard West Palm Beach FL
83 083 420 Fifth Avenue, 27th floor New York NY
84 084 177 East Hartsdale Avenue Hartsdale NY
85 085 6320 Lamar Overland Park KS
86 086 13215 SE Mill Plain Blvd Vancouver WA
87 087 490 West End Avenue New York NY
88 088 4730 Lower Roswell Road Marietta GA
89 089 1050 Park Avenue New York NY
90 090 2485 Fairview Avenue North Roseville MN
91 091 8-24 Griffin Way Chelsea MA
92 092 2178 Montauk Highway Amagansett NY
93 093 4645 West Gore Boulevard Lawton OK
94 094 27 & 70 Tower Drive, 1180 Brighton-Henrietta Road Brighton NY
95 095 2717 Lancaster Dr. NE Salem OR
96 096 Highway 168 Moyock NC
97 097 515 East 85th Street New York NY
98 098 4135-4155 S. Buffalo Drive Town of Spring Valley NV
99 099 156 East 79th Street New York NY
100 100 211 Thompson Street New York NY
101 101 5757 66th Street North St. Petersburg FL
102 102 1405 Elite Circle Arlington TX
103 103 2755 Dorchester Square Cambridge MD
104 104 34650 U.S. Highway 19 North Palm Harbor FL
105 105 400-413 East Arbor Street Long Beach CA
106 106 34-41 85th Street Jackson Heights NY
107 107 219 Bronx River Road Yonkers NY
108 108 100 North Randolf Drive Dallas TX
109 109 245 East 24 Street New York NY
110 110 270 West 11 Street New York NY
111 111 201 West 89th Street New York NY
112 112 10123 North Main Street Archdale NC
113 113 1270 Fifth Avenue New York NY
114 114 1812 Route 38 Mount Holly NJ
115 115 3103 Fairfield Avenue Riverdale NY
116 116 12710 English Hills Court Tampa FL
117 117 7401 Fourth Avenue Brooklyn NY
118 118 700-742 Adams Avenue Philadelphia PA
119 119 4802 N. 15th Avenue Phoenix AZ
120 120 North 1017 Bradley Road Spokane WA
121 121 7117 Holly Hill Dallas TX
122 122 703 Frontage Road Darien GA
123 123 9520 & 9540 East Jewell Ave Denver CO
124 124 414 West 121st Street New York NY
125 125 3187 South Congress Avenue Palm Springs FL
126 126 1 Hibiscus Avenue Mount Dora FL
127 127 63-61 99th Street Rego Park NY
128 128 2120 W. Spring Creek Parkway Plano TX
129 129 380 West 12th St. New York NY
130 130 271 Central Park West New York NY
131 131 140-17 84th Drive Briarwood NY
132 132 3635 Johnson Avenue Riverdale NY
133 133 601-617 Ixoria Avenue Fort Pierce FL
134 134 19 William Street Mt. Vernon NY
135 135 379 Bluff Road Amagansett NY
136 136 35 West 9th Street New York NY
137 137 29011 Lorraine Ave. Warren MI
138 138 854 West 181st Street New York NY
139 139 1800 East Irvington Road Tucson AZ
140 140 166-176 Seeley Street Brooklyn NY
141 141 6291-95-99 Broadway Riverdale NY
142 142 5950 West Oakland Park Blvd Lauderhill FL
143 143 565 Broadway New York NY
144 144 5002 West Bethany Home Road Glendale AZ
145 145 3820 Old Cascade Road Atlanta GA
146 146 115 Eastern Parkway Brooklyn NY
147 147 3920 N. Lake Shore Drive Chicago IL
148 148 21-25 E. Sunrise Highway Freeport NY
149 149 534 Broadway Paterson NJ
150 150 5425 Valles Avenue Riverdale NY
151 151 16 East 96th Street New York NY
152 152 13647 Victory Boulevard Van Nuys CA
153 153 1120 North Foster Road San Antonio TX
154 154 110-120 Stonelea Place New Rochelle NY
155 155 3601 Johnson Avenue Riverdale NY
156 156 100 West Houston Street New York NY
157 157 30 Clinton Place New Rochelle NY
158 158 2508 East 11th Street Odessa TX
159 159 288 West Street New York NY
160 160 1902 E. Irvington Road Tuscon AZ
161 161 1960 W. Hood Chicago IL
162 162 166 Bank Street New York NY
163 163 1235-1245 N. Astor Street Chicago IL
164 164 451 West 22 Street New York NY
165 165 210 Sixth Avenue New York NY
166 166 319 East 73rd Street New York NY
167 167 6445 Greene Street Philadelphia PA
168 168 55 Ehrbar Avenue Mt. Vernon NY
169 169 104-106 Bedford Street New York NY
170 170 124 West 109th Street New York NY
171 171 711 Montauk Court Brooklyn NY
172 172 124 East 84th Street New York NY
173 173 130 West 16th Street New York NY
174 174 1793 Riverside Drive New York NY
175 175 1125 Lorimer Street Brooklyn NY
176 176 171 Duane Street New York NY
177 177 133 Summit Avenue Summit NJ
178 178 521 East 88th Street New York NY
179 179 57 East 75th Street New York NY
180 180 10 Westview Avenue White Plains NY
181 181 108 East 91st Street New York NY
182 182 251 Pacific Street Brooklyn NY
183 183 32 West 96th Street New York NY
184 184 133 West 24th Street New York NY
185 185 670 President Street Brooklyn NY
186 186 504 East 6th Street New York NY
187 187 348 East 78th Street New York NY
188 188 48 East 13th Street New York NY
189 189 101 8th Avenue Brooklyn NY
190 190 48 West 86th Street New York NY
191 191 205 Hicks Street Brooklyn NY
192 192 37-12 and 37-18 85th Street Jackson Heights NY
193 193 200 President Street Brooklyn NY
194 194 315 West 103rd Street New York NY
195 195 53 Montgomery Place Brooklyn NY
196 196 54 White Street New York NY
197 197 801 Union Street Brooklyn NY
198 198 719 Carroll Street Brooklyn NY
199 199 806 Washington Avenue Brooklyn NY
200 200 416 Clermont Avenue Brooklyn NY
201 201 478 12th Street Brooklyn NY
202 202 55 7th Avenue Brooklyn NY
203 203 59 Park Place Brooklyn NY
204 204 166 West 94th Street New York NY
205 205 22 West 76th Street New York NY
206 206 320 East 14th Street New York NY
207 207 781 Union Street Brooklyn NY
208 208 337 Sackett Street Brooklyn NY
209 209 8940 Colonial Road Brooklyn NY
210 210 229 East 81st Street New York NY
211 211 35-55 76th Street Jackson Heights NY
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ORIGINAL
PRINCIPAL
LOAN
LOAN # CONTROL # ZIP CODE PROPERTY TYPE SUB PROPERTY TYPE BALANCE
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 001 98104 Office 54,600,000
2 002 98109 Office 8,250,000
3 003 10036 Office 50,000,000
4 004 Various Zip Codes Retail Retail, Anchored 43,227,427
4 004A 02032 Retail Retail, Anchored
4 004B 40222 Retail Retail, Anchored
4 004C 67208 Retail Retail, Anchored
4 004D 67226 Retail Retail, Anchored
5 005 67206 Retail Retail, Anchored 5,854,176
6 006 91107 Retail Retail, Anchored 44,000,000
7 007 Various Zip Codes Office 40,000,000
7 007A 10022 Office
7 007B 10022 Office
8 008 20024 Mixed Use Office/Hotel/Retail 37,500,000
9 009 46204 Lodging Lodging, Full Service 30,000,000
10 010 35805 Office 25,370,000
11 011 Various Zip Codes Industrial 25,000,000
11 011A 96817 Industrial
11 011B 96797 Industrial
11 011C 96797 Industrial
11 011D 96797 Industrial
12 012 98144 Office 23,000,000
13 013 19107 Multifamily 21,500,000
14 014 90232 Mixed Use Office/Industrial 21,468,100
14 014A 90232 Mixed Use Office/Industrial 6,719,515
14 014B 90232 Mixed Use Office/Industrial 6,182,813
14 014C 90232 Mixed Use Office/Industrial 5,989,600
14 014D 90232 Mixed Use Office/Industrial 2,576,172
15 015 10013 Office 21,000,000
16 016 11232 Industrial 20,300,000
17 017 33761 Retail Retail, Anchored 19,750,000
18 018 Various Zip Codes Office 18,900,000
18 018A 01605 Office
18 018B 92121 Office
19 019 48093 Industrial 18,000,000
20 020 77304 Assisted Living Facility 6,694,075
21 021 76016 Assisted Living Facility 4,722,109
22 022 76502 Assisted Living Facility 2,906,823
23 023 Various Zip Codes Lodging Lodging. Extended Stay 14,500,000
23 023A 30096 Lodging Lodging. Extended Stay 3,400,000
23 023B 29406 Lodging Lodging. Extended Stay 3,300,000
23 023C 30318 Lodging Lodging. Extended Stay 3,250,000
23 023D 43228 Lodging Lodging. Extended Stay 2,900,000
23 023E 35290 Lodging Lodging. Extended Stay 1,650,000
24 024 93726 Industrial 13,200,000
25 025 59102 Retail Retail, Anchored 12,725,209
26 026 04160 Mixed Use Office/Flex 12,250,000
27 027 94401 Retail Retail, Anchored 12,000,000
28 028 92126 Industrial 11,883,800
29 029 77551 Lodging Lodging, Full Service 11,750,000
30 030 23185 Lodging Lodging, Full Service 10,550,000
31 031 07087 Cooperative Residential 10,500,000
32 032 10001 Mixed Use Retail/Multifamily 10,000,000
33 033 34653 Mobile Home Park 9,980,000
34 034 10022 Retail Retail, Anchored 5,700,000
35 035 10022 Retail Retail, Anchored 1,900,000
36 036 10538 Office 1,400,000
37 037 98201 Mixed Use Retail/Office 8,763,616
38 038 30606 Retail Retail, Anchored 8,750,000
39 039 06573 Multifamily 8,700,000
40 040 08807 Office 8,000,000
41 041 48207 Retail Retail, Anchored 7,845,000
42 042 20020 Retail Retail, Anchored 7,725,000
43 043 92668 Office 7,700,000
44 044 87108 Office 7,500,000
45 045 10040 Cooperative Residential 7,500,000
46 046 01201 Retail Retail, Anchored 7,070,000
47 047 20016 Office 7,000,000
48 048 45255 Retail Retail, Unanchored 6,800,000
49 049 27707 Retail Retail, Single Tenant 6,740,000
50 050 07424 Cooperative Residential 6,700,000
51 051 22021 Lodging Lodging, Limited Service 6,375,000
52 052 30310 Retail Retail, Anchored 6,270,000
53 053 10010 Cooperative Residential 6,200,000
54 054 16046 Office 6,200,000
55 055 92656 Mixed Use Office/Flex 6,000,000
56 056 20705 Office 6,100,000
57 057 33322 Mixed Use Office/Retail 5,650,000
58 058 30303 Lodging Lodging, Full Service 5,600,000
59 059 94704 Mixed Use Retail/Office 5,554,208
60 060 75211 Multifamily 5,464,000
61 061 75211 Multifamily 5,450,000
62 062 48864 Cooperative Residential 5,300,000
63 063 11215 Multifamily 5,000,000
64 064 10322 Retail Retail, Anchored 5,000,000
65 065 76086 Retail Retail, Anchored 4,950,000
66 066 77901 Lodging Lodging, Full Service 4,875,000
67 067 Various Zip Codes Multifamily 4,800,000
67 067A 66502 Multifamily 3,080,000
67 067B 66044 Multifamily 1,720,000
68 068 10024 Cooperative Residential 4,480,000
69 069 01752 Industrial 4,500,000
70 070 76504 Multifamily 4,300,000
71 071 76118 Multifamily 4,300,000
72 072 22043 Office 4,100,000
73 073 90245 Industrial 4,048,000
74 074 10024 Cooperative Residential 4,000,000
75 075 90019 Office 3,935,000
76 076 94621 Office 3,900,000
77 077 33805 Lodging Lodging, Limited Service 3,700,000
78 078 89101 Multifamily 3,600,000
79 079 85706 Lodging Lodging, Full Service 3,450,000
80 080 75006 Multifamily 3,447,000
81 081 76010 Multifamily 3,400,000
82 082 33417 Retail Retail, Anchored 3,350,000
83 083 10017 Office 3,350,000
84 084 10530 Cooperative Residential 3,300,000
85 085 66202 Office 3,200,000
86 086 98684 Retail Retail, Unanchored 3,165,000
87 087 10024 Cooperative Residential 3,100,000
88 088 30068 Self Storage 3,100,000
89 089 10128 Cooperative Residential 3,000,000
90 090 55113 Retail Retail, Unanchored 2,975,500
91 091 02150 Mixed Use Office/Warehouse 2,883,000
92 092 11930 Cooperative Residential 2,850,000
93 093 73505 Multifamily 2,775,000
94 094 14623 Industrial 2,780,000
95 095 97305 Retail Retail, Single Tenant 2,745,000
96 096 27929 Retail Retail, Single Tenant 2,775,000
97 097 10028 Cooperative Residential 2,750,000
98 098 89117 Retail Retail, Anchored 2,725,000
99 099 10028 Cooperative Residential 2,650,000
100 100 10012 Cooperative Residential 2,750,000
101 101 33709 Mobile Home Park 2,600,000
102 102 76010 Multifamily 2,570,000
103 103 21613 Retail Retail, Anchored 2,500,000
104 104 34684 Office 2,500,000
105 105 90805 Mobile Home Park 2,500,000
106 106 11372 Cooperative Residential 2,500,000
107 107 10704 Cooperative Residential 2,425,000
108 108 75211 Multifamily 2,367,000
109 109 10100 Cooperative Residential 2,330,000
110 110 10014 Cooperative Residential 2,300,000
111 111 10024 Cooperative Residential 2,250,000
112 112 27263 Lodging Lodging, Limited Service 2,250,000
113 113 10029 Cooperative Residential 2,200,000
114 114 08060 Self Storage 2,200,000
115 115 10463 Cooperative Residential 2,150,000
116 116 33617 Multifamily 2,075,000
117 117 11209 Cooperative Residential 2,075,000
118 118 19124 Retail Retail, Unanchored 2,050,000
119 119 85015 Multifamily 2,062,000
120 120 99212 Industrial 2,045,000
121 121 75231 Multifamily 2,000,000
122 122 31305 Lodging Lodging, Limited Service 1,990,000
123 123 80231 Industrial 2,000,000
124 124 10027 Cooperative Residential 2,000,000
125 125 33461 Retail Retail, Single Tenant 1,911,000
126 126 32757 Mobile Home Park 1,920,000
127 127 11374 Cooperative Residential 1,900,000
128 128 75023 Office 1,773,000
129 129 10014 Cooperative Residential 1,768,000
130 130 10024 Cooperative Residential 1,600,000
131 131 11435 Cooperative Residential 1,600,000
132 132 10463 Cooperative Residential 1,600,000
133 133 34982 Multifamily 1,550,000
134 134 10552 Cooperative Residential 1,550,000
135 135 11930 Cooperative Residential 1,525,000
136 136 10011 Cooperative Residential 1,500,000
137 137 48093 Multifamily 1,500,000
138 138 10033 Cooperative Residential 1,500,000
139 139 85714 Retail Retail, Anchored 1,500,000
140 140 11218 Cooperative Residential 1,500,000
141 141 10471 Cooperative Residential 1,410,000
142 142 33313 Office 1,396,000
143 143 10012 Cooperative Residential 1,400,000
144 144 85301 Mobile Home Park 1,350,000
145 145 30331 Multifamily 1,305,000
146 146 11238 Cooperative Residential 1,300,000
147 147 60613 Cooperative Residential 1,310,620
148 148 11520 Retail Retail, Unanchored 1,300,000
149 149 07514 Multifamily 1,280,000
150 150 10471 Cooperative Residential 1,250,000
151 151 10023 Cooperative Residential 1,200,000
152 152 91401 Retail Retail, Unanchored 1,195,000
153 153 78219 Industrial 1,193,000
154 154 10801 Cooperative Residential 1,150,000
155 155 10463 Cooperative Residential 1,150,000
156 156 10012 Cooperative Residential 1,100,000
157 157 10801 Cooperative Residential 1,100,000
158 158 79762 Multifamily 1,000,000
159 159 10013 Cooperative Residential 1,000,000
160 160 85714 Retail Retail, Anchored 973,000
161 161 60660 Cooperative Residential 900,000
162 162 10014 Cooperative Residential 850,000
163 163 60611 Cooperative Residential 850,504
164 164 10011 Cooperative Residential 800,000
165 165 10014 Cooperative Residential 800,000
166 166 10021 Cooperative Residential 735,000
167 167 19119 Cooperative Residential 705,000
168 168 10552 Cooperative Residential 700,000
169 169 10014 Cooperative Residential 650,000
170 170 10025 Cooperative Residential 630,000
171 171 11235 Cooperative Residential 650,000
172 172 10028 Cooperative Residential 600,000
173 173 10011 Cooperative Residential 600,000
174 174 10034 Cooperative Residential 600,000
175 175 11222 Cooperative Residential 550,000
176 176 10013 Cooperative Residential 538,000
177 177 07901 Cooperative Residential 550,000
178 178 10128 Cooperative Residential 500,000
179 179 10021 Cooperative Residential 500,000
180 180 10603 Cooperative Residential 470,000
181 181 10128 Cooperative Residential 450,000
182 182 11201 Cooperative Residential 450,000
183 183 10025 Cooperative Residential 425,000
184 184 10011 Cooperative Residential 400,000
185 185 11215 Cooperative Residential 375,000
186 186 10009 Cooperative Residential 360,000
187 187 10021 Cooperative Residential 360,000
188 188 10003 Cooperative Residential 350,000
189 189 11215 Cooperative Residential 317,000
190 190 10024 Cooperative Residential 275,000
191 191 11201 Cooperative Residential 275,000
192 192 11372 Cooperative Residential 250,000
193 193 11231 Cooperative Residential 225,000
194 194 10025 Cooperative Residential 225,000
195 195 11215 Cooperative Residential 215,000
196 196 10013 Cooperative Residential 225,000
197 197 11215 Cooperative Residential 200,000
198 198 11215 Cooperative Residential 200,000
199 199 11238 Cooperative Residential 200,000
200 200 11238 Cooperative Residential 200,000
201 201 11215 Cooperative Residential 170,000
202 202 11217 Cooperative Residential 155,000
203 203 11217 Cooperative Residential 150,000
204 204 10025 Cooperative Residential 150,000
205 205 10023 Cooperative Residential 150,000
206 206 10003 Cooperative Residential 125,000
207 207 11215 Cooperative Residential 130,000
208 208 11231 Cooperative Residential 120,000
209 209 11209 Cooperative Residential 115,000
210 210 10028 Cooperative Residential 110,000
211 211 11372 Cooperative Residential 100,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
ALLOCATED DATE
CUT-OFF DATE CUT-OFF DATE PRINCIPAL
PRINCIPAL LOAN PRINCIPAL LOAN BALANCE/ MOST
LOAN # CONTROL # BALANCE BALANCE UNIT 1998 NOI 1999 NOI RECENT NOI
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 001 54,245,305.13 54,245,305.13 130 5,604,274 6,587,990
2 002 8,196,405.93 8,196,405.93 100 1,163,405 1,185,395
3 003 50,000,000.00 50,000,000.00 104 35,447,000 40,260,000
4 004 42,422,744.71 63 4,555,593 5,671,383
4 004A 19,579,728.33 69 1,516,022 2,547,027
4 004B 11,421,508.19 84 1,531,814 1,527,128
4 004C 8,009,888.86 40 1,078,829 1,159,058
4 004D 3,411,619.33 61 428,928 438,170
5 005 5,742,385.20 5,742,385.20 63 667,536 745,510
6 006 44,000,000.00 44,000,000.00 142 568,707 3,979,493
7 007 39,892,258.20 137 14,842,976 16,139,617
7 007A 27,997,777.54 142 9,750,305 11,782,925
7 007B 11,894,480.66 126 5,092,671 4,356,692
8 008 36,969,932.96 36,969,932.96 133/83,660 21,040,212 22,008,434
9 009 29,847,318.03 29,847,318.03 82,909 5,411,602 5,904,364
10 010 25,306,142.04 25,306,142.04 65 3,893,226 3,762,890
11 011 24,972,537.42 87 2,963,389 2,697,522
11 011A 14,881,890.03 111 1,736,179 1,554,241
11 011B 4,210,485.96 59 523,341 519,135
11 011C 3,557,134.69 83 380,114 339,368
11 011D 2,323,026.74 59 323,755 284,778
12 012 22,986,862.83 22,986,862.83 120 2,559,357
13 013 21,476,820.35 21,476,820.35 122,027 2,305,212
14 014 21,437,257.72 115 2,193,172 2,116,156
14 014A 6,703,250.42 116 327,763 344,833
14 014B 6,177,505.29 122 855,881 876,936
14 014C 5,980,350.87 129 790,658 682,192
14 014D 2,576,151.74 81 218,874 212,195
15 015 20,912,730.29 20,912,730.29 129 4,212,000
16 016 20,278,588.24 20,278,588.24 15 3,001,782 3,432,928
17 017 19,565,134.14 19,565,134.14 76 1,698,674 2,141,518
18 018 18,842,308.71 154 2,626,576 2,573,618
18 018A 14,576,125.61 157 2,374,193 1,927,204
18 018B 4,266,183.10 145 252,383 646,414
19 019 17,965,452.55 17,965,452.55 67
20 020 6,688,280.82 6,688,280.82 82,571 523,197 684,297 678,380
21 021 4,718,021.69 4,718,021.69 69,383 258,948 665,136 654,978
22 022 2,904,306.95 2,904,306.95 52,806 302,278 415,665 408,046
23 023 14,244,826.59 20,007 2,502,051 2,449,879
23 023A 3,340,166.28 669,247 606,046
23 023B 3,241,926.10 608,219 540,947
23 023C 3,192,805.89 606,723 526,637
23 023D 2,848,965.35 351,020 391,631
23 023E 1,620,962.97 266,842 384,618
24 024 13,188,509.35 13,188,509.35 25
25 025 12,671,975.77 12,671,975.77 41 1,226,093 1,074,334
26 026 12,175,969.49 12,175,969.49 67 1,112,326 1,561,164
27 027 11,954,009.59 11,954,009.59 129 1,196,301
28 028 11,812,857.72 11,812,857.72 48 1,425,397 1,403,768
29 029 11,733,374.78 11,733,374.78 65,918 982,886 1,232,560 1,404,188
30 030 10,534,175.36 10,534,175.36 52,936 1,712,376 1,847,665 1,839,855
31 031 10,476,847.15 10,476,847.15 24,140
32 032 9,936,859.25 9,936,859.25 382,187 945,248
33 033 9,919,464.22 9,919,464.22 19,604 1,085,453 1,029,911
34 034 5,645,277.24 5,645,277.24 434 702,393
35 035 1,881,759.07 1,881,759.07 202 184,011
36 036 1,386,559.30 1,386,559.30 93 333,548
37 037 8,702,596.29 8,702,596.29 94 1,083,713 1,075,273
38 038 8,674,158.57 8,674,158.57 49 783,027 1,063,942
39 039 8,670,770.93 8,670,770.93 49,266 586,114 933,316
40 040 7,903,372.41 7,903,372.41 130 608,010
41 041 7,840,696.75 7,840,696.75 152 568,615
42 042 7,713,309.31 7,713,309.31 93 436,810 775,706
43 043 7,692,033.79 7,692,033.79 81 846,675 862,947
44 044 7,493,174.69 7,493,174.69 28 1,746,350 1,420,535
45 045 7,345,320.67 7,345,320.67 21,047
46 046 7,055,675.07 7,055,675.07 101 954,399 962,614
47 047 6,944,381.97 6,944,381.97 89 117,908
48 048 6,776,640.15 6,776,640.15 74 1,048,590 829,741
49 049 6,728,491.88 6,728,491.88 114
50 050 6,649,562.54 6,649,562.54 22,165
51 051 6,298,150.75 6,298,150.75 45,972 1,037,075 1,095,991
52 052 6,212,131.71 6,212,131.71 63 607,417 708,427
53 053 6,195,455.92 6,195,455.92 34,611
54 054 6,171,178.23 6,171,178.23 88 147,634
55 055 5,964,271.45 5,964,271.45 98 465,301
56 056 5,962,822.77 5,962,822.77 55 153,033 715,049 736,107
57 057 5,616,636.44 5,616,636.44 42 1,069,255 1,202,837
58 058 5,579,826.88 5,579,826.88 35,540 1,121,243 1,204,643
59 059 5,514,002.32 5,514,002.32 127 590,871 791,549
60 060 5,460,250.71 5,460,250.71 21,841 343,870 688,268 938,885
61 061 5,432,363.29 5,432,363.29 24,037 280,607 684,489
62 062 5,292,832.32 5,292,832.32 36,756
63 063 4,986,773.33 4,986,773.33 226,672
64 064 4,970,597.02 4,970,597.02 132 352,238
65 065 4,872,559.87 4,872,559.87 34 589,827 732,754
66 066 4,861,094.43 4,861,094.43 21,509 1,040,346 1,064,372
67 067 4,770,112.16 27,733 606,164 600,227
67 067A 3,060,821.98 27,826 408,450 390,981
67 067B 1,709,290.18 27,569 197,714 209,246
68 068 4,477,465.75 4,477,465.75 45,688
69 069 4,351,336.78 4,351,336.78 41 323,129 606,137
70 070 4,295,593.16 4,295,593.16 25,569 243,321 243,321 526,520
71 071 4,279,584.60 4,279,584.60 22,060 430,971 504,908
72 072 4,088,202.86 4,088,202.86 67 531,248 602,113
73 073 4,037,883.56 4,037,883.56 53 480,190 381,146
74 074 3,999,145.98 3,999,145.98 38,827
75 075 3,894,155.48 3,894,155.48 123 631,384 631,350
76 076 3,893,804.30 3,893,804.30 74 303,712 344,560
77 077 3,695,090.62 3,695,090.62 34,534 932,166 712,676 677,040
78 078 3,596,780.25 3,596,780.25 17,984 159,629 560,357 598,136
79 079 3,434,145.22 3,434,145.22 18,170 733,606 715,459
80 080 3,426,268.05 3,426,268.05 33,591 463,733 461,966
81 081 3,383,857.62 3,383,857.62 16,919 338,197 391,115
82 082 3,347,745.65 3,347,745.65 65 234,990 406,841
83 083 3,344,758.55 3,344,758.55 282
84 084 3,278,393.90 3,278,393.90 26,872
85 085 3,198,241.12 3,198,241.12 78 400,099 464,442
86 086 3,148,736.30 3,148,736.30 124 336,885 397,447
87 087 3,099,481.17 3,099,481.17 47,684
88 088 3,078,077.53 3,078,077.53 40 224,887 405,854
89 089 2,997,483.25 2,997,483.25 48,347
90 090 2,958,782.49 2,958,782.49 138 316,854
91 091 2,866,159.40 2,866,159.40 61 316,128 43,149
92 092 2,777,862.37 2,777,862.37 48,734 312,623
93 093 2,757,786.86 2,757,786.86 12,043 311,709 461,207
94 094 2,756,603.53 2,756,603.53 21 428,232
95 095 2,730,894.53 2,730,894.53 78 109,623
96 096 2,728,163.13 2,728,163.13 72 292,378 292,378
97 097 2,727,463.54 2,727,463.54 33,672
98 098 2,716,851.74 2,716,851.74 125 241,521 248,072
99 099 2,647,868.03 2,647,868.03 44,879
100 100 2,622,626.98 2,622,626.98 27,319
101 101 2,582,371.26 2,582,371.26 14,267 242,359 254,027
102 102 2,564,936.16 2,564,936.16 18,860 276,486 325,151 330,993
103 103 2,497,970.71 2,497,970.71 40 390,118 442,618 450,796
104 104 2,493,794.85 2,493,794.85 56 228,325 349,637
105 105 2,490,195.25 2,490,195.25 27,669 154,335 205,346 236,468
106 106 2,458,880.55 2,458,880.55 17,195
107 107 2,416,750.93 2,416,750.93 30,984
108 108 2,359,436.08 2,359,436.08 23,132 113,068 304,894
109 109 2,317,145.87 2,317,145.87 14,303
110 110 2,281,519.17 2,281,519.17 47,532
111 111 2,248,789.98 2,248,789.98 19,726
112 112 2,248,236.64 2,248,236.64 36,262 513,437 552,664
113 113 2,186,198.99 2,186,198.99 10,877
114 114 2,148,442.38 2,148,442.38 40 267,642 305,050
115 115 2,127,927.06 2,127,927.06 19,887
116 116 2,073,369.88 2,073,369.88 17,874 272,885 281,841
117 117 2,055,954.37 2,055,954.37 32,124
118 118 2,046,751.54 2,046,751.54 91 242,862
119 119 2,040,120.67 2,040,120.67 21,937 235,772 195,786
120 120 2,034,627.36 2,034,627.36 38 243,311
121 121 1,992,474.77 1,992,474.77 21,197 184,585 313,410
122 122 1,988,440.41 1,988,440.41 30,128 178,142 404,440 432,004
123 123 1,987,605.51 1,987,605.51 41 206,507 318,280
124 124 1,973,235.73 1,973,235.73 37,231
125 125 1,909,077.31 1,909,077.31 136 306,555
126 126 1,890,765.94 1,890,765.94 12,862 227,020 257,967
127 127 1,865,679.80 1,865,679.80 19,234
128 128 1,767,821.69 1,767,821.69 108 133,248 125,165
129 129 1,759,243.97 1,759,243.97 33,832
130 130 1,584,591.67 1,584,591.67 63,384
131 131 1,583,050.92 1,583,050.92 25,533
132 132 1,571,118.50 1,571,118.50 19,397
133 133 1,545,242.05 1,545,242.05 30,299 229,451 229,409
134 134 1,544,553.67 1,544,553.67 31,522
135 135 1,508,563.31 1,508,563.31 24,332 212,081 192,628
136 136 1,495,830.59 1,495,830.59 41,551
137 137 1,493,130.94 1,493,130.94 25,744 183,801 212,881
138 138 1,490,190.64 1,490,190.64 25,693
139 139 1,489,412.60 1,489,412.60 35 224,838 237,642
140 140 1,486,175.38 1,486,175.38 27,522
141 141 1,407,636.63 1,407,636.63 35,191
142 142 1,391,825.72 1,391,825.72 40 99,423
143 143 1,391,004.53 1,391,004.53 154,556
144 144 1,338,207.20 1,338,207.20 12,867 138,773 175,603
145 145 1,299,036.30 1,299,036.30 11,599 92,325 202,146
146 146 1,298,005.32 1,298,005.32 28,218
147 147 1,292,764.44 1,292,764.44 43,092
148 148 1,284,080.09 1,284,080.09 143 115,388
149 149 1,270,974.10 1,270,974.10 22,696 238,074 254,715
150 150 1,212,233.81 1,212,233.81 11,329
151 151 1,199,017.42 1,199,017.42 34,258
152 152 1,191,801.48 1,191,801.48 89 139,688 155,511 219,301
153 153 1,170,646.98 1,170,646.98 22 144,704
154 154 1,143,092.04 1,143,092.04 23,814
155 155 1,140,426.21 1,140,426.21 12,959
156 156 1,099,087.78 1,099,087.78 183,181
157 157 1,080,281.07 1,080,281.07 20,775
158 158 995,757.38 995,757.38 13,641 171,349 167,468
159 159 984,077.51 984,077.51 75,698
160 160 969,763.39 969,763.39 147
161 161 881,648.53 881,648.53 5,376
162 162 847,241.78 847,241.78 28,241
163 163 840,884.25 840,884.25 84,088
164 164 790,663.83 790,663.83 43,926
165 165 770,583.54 770,583.54 19,265
166 166 734,249.08 734,249.08 36,712
167 167 703,581.66 703,581.66 14,658
168 168 697,044.83 697,044.83 12,674
169 169 646,294.90 646,294.90 24,857
170 170 629,123.66 629,123.66 57,193
171 171 626,965.45 626,965.45 4,354
172 172 599,764.73 599,764.73 15,379
173 173 596,041.28 596,041.28 14,191
174 174 595,622.81 595,622.81 10,269
175 175 548,438.54 548,438.54 9,141
176 176 536,940.27 536,940.27 107,388
177 177 533,227.78 533,227.78 10,061
178 178 498,383.39 498,383.39 31,149
179 179 495,345.57 495,345.57 55,038
180 180 459,526.65 459,526.65 32,823
181 181 441,941.91 441,941.91 11,944
182 182 433,659.58 433,659.58 17,346
183 183 420,152.93 420,152.93 46,684
184 184 386,572.55 386,572.55 64,429
185 185 369,997.15 369,997.15 18,500
186 186 358,084.53 358,084.53 35,808
187 187 355,234.83 355,234.83 35,523
188 188 347,154.26 347,154.26 13,886
189 189 309,696.89 309,696.89 30,970
190 190 273,899.09 273,899.09 54,780
191 191 271,845.42 271,845.42 12,357
192 192 248,575.65 248,575.65 20,715
193 193 222,587.38 222,587.38 44,517
194 194 220,185.59 220,185.59 27,523
195 195 213,671.84 213,671.84 23,741
196 196 210,521.75 210,521.75 52,630
197 197 198,688.46 198,688.46 49,672
198 198 196,588.28 196,588.28 24,574
199 199 195,087.41 195,087.41 13,935
200 200 191,832.89 191,832.89 23,979
201 201 155,807.67 155,807.67 19,476
202 202 154,030.27 154,030.27 30,806
203 203 148,777.94 148,777.94 29,756
204 204 147,009.46 147,009.46 24,502
205 205 138,225.69 138,225.69 23,038
206 206 124,523.19 124,523.19 13,836
207 207 124,203.40 124,203.40 15,525
208 208 115,554.23 115,554.23 38,518
209 209 114,048.95 114,048.95 38,016
210 210 101,587.33 101,587.33 9,235
211 211 97,354.10 97,354.10 9,735
1,111,999,815.36
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MOST MOST
RECENT RECENT MOST RECENT
LOAN # CONTROL # DATE TYPE U/W NOI 1998 REV 1999 REV REV
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 001 7,370,683 8,515,182 9,743,890
2 002 1,610,451 1,632,366 1,688,348
3 003 51,645,000 61,363,000 66,956,000
4 004 5,347,182 6,792,955 8,133,504
4 004A 2,432,401 2,774,876 3,912,450
4 004B 1,448,315 1,865,490 1,931,288
4 004C 1,050,122 1,496,314 1,605,747
4 004D 416,344 656,275 684,019
5 005 743,470 908,609 977,641
6 006 4,866,219 773,073 4,795,146
7 007 17,544,365 25,717,850 27,768,261 27,768,261
7 007A 11,403,347 17,731,279 20,188,018
7 007B 6,141,018 7,986,571 7,580,243
8 008 21,731,911 50,897,111 53,310,274
9 009 5,323,419 15,938,776 16,934,946
10 010 4,059,714 5,283,349 5,584,852
11 011 2,894,244 4,070,556 3,855,751
11 011A 1,788,524 2,589,337 2,456,367
11 011B 469,295 538,734 534,134
11 011C 385,902 536,985 499,820
11 011D 250,523 405,500 365,430
12 012 3/31/2000 Trailing 12 2,543,174 5,397,337
13 013 1/31/2000 Annualized 2,093,906 2,891,901
14 014 9/30/99 Trailing 12 2,941,470 2,751,913 2,851,241
14 014A 9/30/99 Trailing 12 1,004,085 532,056 557,265
14 014B 9/30/99 Trailing 12 809,825 979,437 1,033,935
14 014C 9/30/99 Trailing 12 757,397 888,808 917,686
14 014D 9/30/99 Trailing 12 370,163 351,614 342,355
15 015 3,567,878 4,688,281
16 016 2,909,142 4,935,220 5,865,068
17 017 3/31/00 Trailing 12 2,333,743 2,889,785 3,489,393
18 018 2,338,559 3,098,892 3,732,934
18 018A 1,839,266 2,817,308 3,009,134
18 018B 499,293 281,584 723,800
19 019 2,443,524
20 020 2/29/2000 Trailing 12 660,574 1,681,090 1,859,031 1,871,983
21 021 2/29/2000 Trailing 12 661,274 1,237,899 2,052,449 2,072,411
22 022 2/29/2000 Trailing 12 411,284 1,272,851 1,474,608 1,477,971
23 023 2,293,096 5,450,265 5,829,868
23 023A 533,291 1,197,229 1,208,163
23 023B 507,874 1,162,177 1,177,553
23 023C 465,679 1,325,425 1,274,430
23 023D 409,232 871,037 1,108,829
23 023E 377,020 894,397 1,060,893
24 024 1,818,527
25 025 Annualized 1,548,210 2,295,887 2,240,529
26 026 1,578,722 1,346,256 1,852,811
27 027 1,401,958 1,443,541
28 028 1,437,999 1,879,788 1,916,502
29 029 4/30/2000 Trailing 12 1,975,258 4,750,639 5,029,667 5,370,478
30 030 4/30/2000 Trailing 12 1,817,687 5,340,288 5,708,391 5,713,035
31 031 3,622,560
32 032 1,086,551 1,418,914
33 033 979,876 1,433,599 1,511,459
34 034 706,806 1,090,474
35 035 250,944 333,021
36 036 163,663 355,199
37 037 1,061,390 1,418,519 1,454,279
38 038 1,119,301 1,052,664 1,377,676
39 039 9/30/1999 Annualized 991,541 1,105,900 1,479,576
40 040 944,236 1,047,947
41 041 953,268 770,474
42 042 1,067,289 764,549 1,077,322
43 043 1,022,536 1,365,705 1,424,330
44 044 1,461,912 3,164,806 3,112,078
45 045 1,854,568
46 046 912,330 1,248,543 1,242,058
47 047 922,973 233,072
48 048 841,406 1,385,917 1,250,896
49 049 821,286
50 050 3,061,604
51 051 1,040,242 2,974,966 3,258,894
52 052 681,134 837,964 945,372
53 053 2,738,261
54 054 797,189 161,146
55 055 728,576 614,593
56 056 2/29/2000 Trailing 12 824,368 586,851 1,198,640 1,233,754
57 057 5/31/1999 Trailing 12 897,874 1,552,875 1,686,979
58 058 1,169,983 3,597,871 3,837,965
59 059 774,853 836,393 875,025
60 060 4/25/2000 Trailing 12 736,381 1,388,039 1,526,943 1,604,270
61 061 727,742 923,234 1,272,614
62 062 667,045
63 063 579,066
64 064 588,789 512,020
65 065 625,456 701,926 802,290
66 066 897,630 3,863,418 3,649,797
67 067 554,087 892,500 899,595
67 067A 348,470 556,751 563,235
67 067B 205,617 335,749 336,360
68 068 3,095,146
69 069 659,279 445,294 770,434
70 070 3/31/2000 Annualized 523,693 561,480 561,480 893,740
71 071 557,836 1,101,573 1,166,278
72 072 11/30/1999 Annualized 706,732 776,710 846,441
73 073 506,747 537,496 437,699
74 074 2,453,181
75 075 606,509 786,975 783,747
76 076 508,049 572,641 614,607
77 077 2/29/2000 Trailing 12 621,836 1,953,901 1,751,540 1,698,536
78 078 3/31/2000 Trailing 12 678,164 333,117 974,940 980,414
79 079 10/31/1999 Trailing 12 826,118 4,873,132 4,853,750
80 080 388,004 738,608 749,664
81 081 472,825 1,000,748 1,091,211
82 082 3/31/2000 Trailing 12 417,848 702,639 582,768
83 083 457,654
84 084 1,200,759
85 085 10/31/1999 Annualized 463,126 650,313 689,942
86 086 1/30/00 Trailing 12 357,602 430,927 471,889
87 087 2,548,216
88 088 419,133 402,836 633,012
89 089 3,496,550
90 090 361,344 396,984
91 091 423,120 462,890 537,664
92 092 446,868 597,461
93 093 423,618 1,091,474 1,198,003
94 094 426,269 563,319
95 095 316,200 109,623
96 096 2/1/2000 Annualized 290,171 334,212 334,212
97 097 1,153,183
98 098 3/31/2000 Trailing 12 347,887 282,857 295,045
99 099 2,900,457
100 100 1,231,821
101 101 3/31/00 Trailing 12 289,052 502,246 502,056
102 102 1/25/2000 Trailing 12 342,037 555,081 661,946 668,371
103 103 3/31/2000 Trailing 12 417,844 547,083 582,737 601,189
104 104 380,311 533,517 686,606
105 105 3/31/2000 Trailing 12 306,731 313,882 371,728 400,661
106 106 688,445
107 107 402,567
108 108 343,172 437,350 598,777
109 109 2,015,407
110 110 569,998
111 111 2,342,363
112 112 3/31/2000 Trailing 12 409,705 953,302 1,014,678
113 113 3,268,481
114 114 308,643 349,633 382,804
115 115 497,640
116 116 319,757 505,925 560,852
117 117 364,324
118 118 272,837 320,485
119 119 246,405 441,161 408,388
120 120 240,167 289,204
121 121 265,647 413,007 499,674
122 122 3/31/2000 Trailing 12 375,894 497,283 887,716 908,706
123 123 297,059 328,747 440,531
124 124 724,488
125 125 291,411 306,555
126 126 219,663 385,585 430,706
127 127 485,636
128 128 226,664 189,409 182,506
129 129 2,653,738
130 130 3,135,910
131 131 259,508
132 132 422,251
133 133 7/31/1999 Trailing 12 203,612 348,192 344,039
134 134 277,994
135 135 966,462 691,076 671,544
136 136 1,103,103
137 137 198,438 355,918 385,985
138 138 389,412
139 139 7/31/99 Trailing 12 227,814 354,369 361,334
140 140 299,460
141 141 225,664
142 142 226,505 290,251
143 143 831,511
144 144 154,861 252,666 339,209
145 145 202,083 365,301 572,914
146 146 462,282
147 147 434,720
148 148 153,118 243,334
149 149 7/31/1999 Annualized 213,896 379,072 391,274
150 150 522,437
151 151 1,024,480
152 152 3/31/2000 Annualized 160,751 187,344 212,235 233,758
153 153 207,511 204,866
154 154 247,034
155 155 453,057
156 156 484,090
157 157 275,300
158 158 162,097 329,867 309,327
159 159 357,761
160 160 119,973
161 161 670,946
162 162 1,912,319
163 163 360,872
164 164 160,089
165 165 499,179
166 166 196,838
167 167 165,432
168 168 266,617
169 169 301,719
170 170 204,798
171 171 764,208
172 172 1,285,149
173 173 580,404
174 174 295,290
175 175 466,900
176 176 194,667
177 177 554,264
178 178 206,341
179 179 310,714
180 180 193,481
181 181 626,923
182 182 120,561
183 183 92,308
184 184 239,260
185 185 125,237
186 186 156,182
187 187 128,657
188 188 2,159,406
189 189 241,262
190 190 182,390
191 191 282,446
192 192 90,587
193 193 84,355
194 194 34,681
195 195 89,915
196 196 327,775
197 197 102,644
198 198 157,543
199 199 68,831
200 200 67,952
201 201 78,637
202 202 77,855
203 203 96,304
204 204 57,934
205 205 183,335
206 206 134,099
207 207 69,708
208 208 45,128
209 209 36,201
210 210 117,870
211 211 94,970
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
U/W NET ANNUAL DEBT MORTGAGE INTEREST
LOAN # CONTROL # U/W REV CASH FLOW SERVICE DSCR RATE CALC.
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 001 10,906,365 6,758,277 4,803,059 1.49 7.9900% Actual/360
2 002 2,173,399 1,491,239 725,737 1.49 7.9900% Actual/360
3 003 80,308,000 48,319,000 4,531,973 2.79 7.7500% 30/360
4 004 7,820,308 4,677,628 3,538,647 1.33 7.2500% Actual/360
4 004A 3,806,567 2,047,824 1.33 7.2500%
4 004B 1,852,947 1,338,008 1.33 7.2500%
4 004C 1,496,773 916,828 1.33 7.2500%
4 004D 664,021 374,968 1.33 7.2500%
5 005 978,645 646,702 452,643 1.33 6.6600% Actual/360
6 006 5,869,857 4,741,440 3,922,234 1.21 8.1300% Actual/360
7 007 29,803,090 15,079,621 3,390,871 1.48 7.3250% Actual/360
7 007A 20,326,859 9,787,914 1.48 7.3250%
7 007B 9,476,231 5,291,707 1.48 7.3250%
8 008 52,839,641 17,458,428 3,189,750 1.37 7.6400% Actual/360
9 009 16,863,737 4,730,075 2,984,215 1.59 8.8500% Actual/360
10 010 5,455,083 3,400,576 2,451,784 1.39 9.0100% Actual/360
11 011 4,190,206 2,704,170 2,215,461 1.22 8.0700% Actual/360
11 011A 2,720,777 1,690,034 1.22 8.0700%
11 011B 578,867 431,902 1.22 8.0700%
11 011C 547,944 354,816 1.22 8.0700%
11 011D 342,618 227,418 1.22 8.0700%
12 012 5,592,411 2,505,012 2,178,196 1.26 8.7850% Actual/360
13 013 2,983,928 2,037,666 1,920,160 1.23 8.1500% Actual/360
14 014 3,737,576 2,722,674 2,054,337 1.33 8.9000% Actual/360
14 014A 1,275,876 936,302 643,007 1.33 8.9000%
14 014B 1,028,993 750,422 591,649 1.33 8.9000%
14 014C 962,394 703,048 573,720 1.33 8.9000%
14 014D 470,313 332,902 246,520 1.33 8.9000%
15 015 5,152,670 3,239,948 2,142,454 1.51 9.1600% Actual/360
16 016 5,352,079 2,424,209 1,826,661 1.33 8.2300% Actual/360
17 017 3,647,177 2,131,267 1,707,734 1.25 7.8100% Actual/360
18 018 3,601,374 2,170,202 1,777,761 1.22 8.7100% Actual/360
18 018A 3,013,162 1,706,120 1.22 8.7100%
18 018B 588,212 464,082 1.22 8.7100%
19 019 3,049,572 2,322,924 1,754,826 1.32 8.4600% Actual/360
20 020 1,871,983 636,274 681,283 1.33 9.1300% Actual/360
21 021 2,072,411 640,874 480,588 1.33 9.1300% Actual/360
22 022 1,477,971 394,784 295,839 1.33 9.1300% Actual/360
23 023 5,584,848 2,069,702 1,371,903 1.51 8.2500% Actual/360
23 023A 1,117,735 488,582 321,688 1.51 8.2500%
23 023B 1,137,972 462,355 312,226 1.51 8.2500%
23 023C 1,215,155 417,073 307,496 1.51 8.2500%
23 023D 1,068,994 366,472 274,381 1.51 8.2500%
23 023E 1,044,992 335,220 156,113 1.51 8.2500%
24 024 2,104,079 1,555,006 1,263,141 1.23 8.9000% Actual/360
25 025 2,693,487 1,385,457 1,076,593 1.29 7.4200% Actual/360
26 026 1,890,578 1,423,068 1,132,387 1.26 8.5200% Actual/360
27 027 1,774,317 1,356,502 1,083,849 1.25 8.2700% Actual/360
28 028 1,956,968 1,293,077 1,048,378 1.23 8.0200% Actual/360
29 029 5,370,478 1,706,734 1,221,148 1.40 9.3900% Actual/360
30 030 5,697,302 1,532,822 1,072,845 1.43 9.1200% Actual/360
31 031 6,899,656 3,622,560 1,014,731 3.57 9.0100% 30/360
32 032 1,676,488 1,074,051 888,897 1.21 8.1000% Actual/360
33 033 1,513,274 954,576 833,283 1.15 7.4500% Actual/360
34 034 1,058,379 677,632 603,125 1.12 8.6000% Actual/360
35 035 466,012 234,297 201,042 1.12 8.6000% Actual/360
36 036 236,875 152,321 148,136 1.12 8.6000% Actual/360
37 037 1,433,003 966,215 771,652 1.25 8.0000% Actual/360
38 038 1,412,281 1,033,991 778,520 1.33 8.1100% Actual/360
39 039 1,534,083 947,541 790,202 1.20 8.3300% Actual/360
40 040 1,460,376 849,829 697,610 1.22 7.3100% 30/360
41 041 1,220,026 919,173 756,120 1.22 8.9800% Actual/360
42 042 1,477,656 960,588 725,963 1.32 8.7000% Actual/360
43 043 1,590,259 907,790 697,421 1.30 8.3000% Actual/360
44 044 3,142,256 1,087,140 708,030 1.54 8.7500% Actual/360
45 045 3,219,276 1,854,568 672,347 2.76 8.1900% 30/360
46 046 1,201,569 895,525 593,795 1.51 7.5100% Actual/360
47 047 1,594,296 795,932 622,816 1.28 8.1100% Actual/360
48 048 1,167,950 798,493 612,460 1.30 8.2400% Actual/360
49 049 846,687 785,978 650,197 1.21 8.9900% Actual/360
50 050 5,067,400 3,061,604 567,354 5.40 7.4900% Actual/360
51 051 3,240,375 910,627 624,787 1.46 8.6700% Actual/360
52 052 1,035,750 656,790 527,635 1.24 7.5300% Actual/360
53 053 4,686,510 2,738,261 549,387 4.98 8.5700% 30/360
54 054 944,525 740,421 553,199 1.34 8.1400% Actual/360
55 055 931,162 661,256 529,817 1.25 8.0300% Actual/360
56 056 1,450,955 691,122 529,095 1.31 7.2500% 30/360
57 057 1,372,728 736,830 557,413 1.32 8.7500% Actual/360
58 058 3,841,376 977,914 607,334 1.61 9.9300% Actual/360
59 059 886,313 710,336 468,771 1.52 7.5600% Actual/360
60 060 1,610,158 673,881 526,916 1.28 8.8200% Actual/360
61 061 1,350,985 671,242 501,943 1.34 8.4800% Actual/360
62 062 1,240,800 667,045 491,742 1.36 8.9000% Actual/360
63 063 761,882 571,241 474,165 1.20 8.8000% Actual/360
64 064 826,892 543,173 443,610 1.22 8.0800% Actual/360
65 065 787,335 559,779 448,275 1.25 7.7400% Actual/360
66 066 3,649,797 715,140 506,646 1.41 9.3900% Actual/360
67 067 891,710 520,646 416,641 1.25 7.8500% Actual/360
67 067A 563,235 330,529 267,345 1.25 7.8500%
67 067B 328,475 190,117 149,296 1.25 7.8500%
68 068 4,666,960 3,095,146 353,628 8.75 7.8200% 30/360
69 069 804,986 563,149 514,183 1.10 7.9400% 30/360
70 070 939,353 490,093 390,705 1.25 8.3340% Actual/360
71 071 1,213,167 509,336 393,473 1.29 8.4100% Actual/360
72 072 1,056,152 612,935 424,740 1.44 9.3500% Actual/360
73 073 595,698 470,447 392,252 1.20 9.0400% Actual/360
74 074 3,630,400 2,453,181 327,736 7.49 8.1300% 30/360
75 075 747,011 539,979 383,735 1.41 8.6100% Actual/360
76 076 770,754 432,063 360,183 1.20 8.5100% Actual/360
77 077 1,698,536 536,909 393,491 1.36 9.6800% Actual/360
78 078 1,089,180 614,324 341,677 1.80 8.8090% Actual/360
79 079 4,853,750 583,430 358,120 1.63 9.3750% Actual/360
80 080 749,664 362,504 303,226 1.20 7.9900% Actual/360
81 081 1,163,396 422,825 311,118 1.36 8.4100% Actual/360
82 082 599,528 373,068 344,200 1.27 9.7100% Actual/360
83 083 641,677 420,616 311,100 1.35 8.5700% Actual/360
84 084 2,050,824 1,200,759 305,097 3.94 7.8700% Actual/360
85 085 718,826 390,667 308,147 1.27 8.9700% Actual/360
86 086 452,838 352,011 281,602 1.25 8.1100% Actual/360
87 087 3,628,752 2,548,216 250,992 10.15 8.0300% 30/360
88 088 645,417 407,493 302,307 1.35 8.6100% Actual/360
89 089 5,659,000 3,496,550 225,262 15.52 7.4200% 30/360
90 090 446,771 337,797 268,498 1.26 8.2600% Actual/360
91 091 537,664 400,905 269,453 1.49 8.6400% Actual/360
92 092 828,277 432,276 338,744 1.28 8.4800% Actual/360
93 093 1,144,134 366,368 268,141 1.37 8.5000% Actual/360
94 094 586,868 360,129 264,167 1.36 8.5500% Actual/360
95 095 399,846 303,952 244,233 1.24 8.1100% Actual/360
96 096 299,145 285,221 233,237 1.22 6.9000% 30/360
97 097 1,992,618 1,153,183 233,913 4.93 7.6400% 30/360
98 098 420,506 310,558 258,186 1.20 8.7900% Actual/360
99 099 4,241,850 2,900,457 201,269 14.41 7.5100% 30/360
100 100 1,848,063 1,231,821 258,828 4.76 7.1500% 30/360
101 101 526,989 280,002 231,113 1.21 8.1000% Actual/360
102 102 704,983 308,037 237,133 1.30 8.5000% Actual/360
103 103 560,964 367,789 244,198 1.51 9.1300% Actual/360
104 104 726,235 318,422 242,904 1.31 9.0700% Actual/360
105 105 458,546 302,231 237,082 1.27 8.8000% Actual/360
106 106 1,520,547 688,445 243,700 2.82 7.6100% 30/360
107 107 718,760 402,567 191,499 2.10 7.5000% 30/360
108 108 684,656 317,672 219,006 1.45 8.5300% Actual/360
109 109 3,251,976 2,015,407 204,771 9.84 7.9800% 30/360
110 110 858,912 569,998 197,539 2.89 7.7400% 30/360
111 111 3,677,670 2,342,363 174,350 13.43 7.6700% 30/360
112 112 953,302 362,040 240,985 1.50 9.7700% Actual/360
113 113 4,847,748 3,268,481 232,794 14.04 8.7200% 30/360
114 114 430,657 300,559 195,437 1.54 7.5200% Actual/360
115 115 1,132,379 497,640 168,949 2.95 6.7500% Actual/360
116 116 632,763 268,601 204,576 1.31 9.2350% Actual/360
117 117 622,192 364,324 172,426 2.11 7.3000% Actual/360
118 118 369,662 258,769 189,501 1.37 8.5200% Actual/360
119 119 490,772 220,222 188,072 1.17 8.3750% Actual/360
120 120 302,343 230,850 182,811 1.26 8.1600% Actual/360
121 121 496,878 242,147 181,825 1.33 8.3400% Actual/360
122 122 901,119 330,838 213,138 1.55 9.7700% Actual/360
123 123 430,537 258,707 183,350 1.41 8.4300% Actual/360
124 124 1,002,279 724,488 247,250 2.93 9.1400% Actual/360
125 125 300,424 289,251 174,705 1.66 8.4000% Actual/360
126 126 394,990 212,637 180,890 1.18 8.2000% Actual/360
127 127 1,073,538 485,636 160,564 3.02 6.9600% 30/360
128 128 346,491 211,108 169,356 1.25 8.8800% Actual/360
129 129 3,731,185 2,653,738 181,174 14.65 8.2800% 30/360
130 130 4,179,000 3,135,910 125,298 25.03 6.8100% 30/360
131 131 512,517 259,508 135,698 1.91 7.6100% 30/360
132 132 934,270 422,251 157,504 2.68 7.7400% 30/360
133 133 346,653 190,658 150,732 1.26 9.0800% Actual/360
134 134 516,664 277,994 139,113 2.00 8.0900% Actual/360
135 135 1,842,697 950,712 183,665 5.18 8.7000% Actual/360
136 136 1,679,128 1,103,103 121,875 9.05 7.6500% Actual/360
137 137 372,101 183,938 134,596 1.37 8.2000% Actual/360
138 138 658,126 389,412 137,499 2.83 7.8800% 30/360
139 139 359,138 200,332 146,399 1.37 8.6200% Actual/360
140 140 505,020 299,460 124,396 2.41 7.2800% Actual/360
141 141 385,110 225,664 122,690 1.84 8.2800% Actual/360
142 142 375,713 184,767 132,267 1.40 8.7900% Actual/360
143 143 1,151,896 831,511 129,554 6.42 7.9900% 30/360
144 144 294,423 149,611 119,775 1.25 8.0800% Actual/360
145 145 572,585 174,083 124,991 1.39 8.9100% 30/360
146 146 778,270 462,283 113,770 4.06 8.4500% 30/360
147 147 1,032,300 434,720 133,638 3.25 8.1000% Actual/360
148 148 229,657 146,188 122,998 1.19 8.2500% Actual/360
149 149 372,123 199,840 124,979 1.60 8.6250% Actual/360
150 150 1,116,039 522,437 141,880 3.68 7.8300% 30/360
151 151 1,720,400 1,024,480 102,184 10.03 8.1900% 30/360
152 152 222,034 147,372 117,556 1.25 9.2100% Actual/360
153 153 265,221 188,448 142,406 1.32 8.6700% Actual/360
154 154 506,860 247,034 102,803 2.40 8.1600% 30/360
155 155 958,005 453,057 96,518 4.69 7.4000% Actual/360
156 156 578,240 484,090 95,715 5.06 8.2800% Actual/360
157 157 507,526 275,300 86,439 3.18 6.7500% Actual/360
158 158 329,863 143,159 92,270 1.55 8.5000% Actual/360
159 159 561,420 357,761 99,478 3.60 7.8800% 30/360
160 160 154,976 115,414 88,705 1.30 8.3700% Actual/360
161 161 1,546,030 670,946 104,085 6.45 8.1400% 30/360
162 162 2,403,947 1,912,319 70,221 27.23 7.8000% Actual/360
163 163 639,600 360,872 99,212 3.64 8.1700% Actual/360
164 164 238,236 160,089 66,544 2.41 7.3100% Actual/360
165 165 796,294 499,179 90,307 5.53 7.7400% 30/360
166 166 301,915 196,838 64,190 3.07 8.4300% 30/360
167 167 468,320 165,432 69,578 2.38 9.1200% Actual/360
168 168 535,760 266,617 61,515 4.33 7.8700% Actual/360
169 169 434,603 301,719 72,604 4.16 9.4800% 30/360
170 170 273,060 204,798 57,686 3.55 8.7700% Actual/360
171 171 1,718,040 764,208 75,354 10.14 8.1800% 30/360
172 172 1,923,072 1,285,149 48,695 26.39 8.0500% 30/360
173 173 814,702 580,404 51,059 11.37 7.5400% Actual/360
174 174 571,670 295,290 51,482 5.74 7.7300% 30/360
175 175 646,771 466,900 63,837 7.31 8.2000% 30/360
176 176 285,000 194,667 48,003 4.06 8.1400% 30/360
177 177 905,056 554,264 62,011 8.94 7.7200% 30/360
178 178 294,480 206,341 40,285 5.12 7.6800% 30/360
179 179 458,550 310,714 41,748 7.44 7.4500% 30/360
180 180 288,480 193,481 45,340 4.27 7.3700% Actual/360
181 181 1,100,400 626,923 51,046 12.28 7.8200% 30/360
182 182 218,509 120,561 51,263 2.35 7.8900% 30/360
183 183 150,987 92,308 34,722 2.66 7.2300% 30/360
184 184 347,400 239,260 45,181 5.30 7.7500% 30/360
185 185 193,056 125,237 34,375 3.64 7.8800% 30/360
186 186 201,221 156,182 34,016 4.59 8.7600% 30/360
187 187 208,692 128,657 33,142 3.88 7.9300% 30/360
188 188 2,737,100 2,159,406 29,886 72.25 7.6800% 30/360
189 189 320,700 241,262 36,719 6.57 8.0500% Actual/360
190 190 262,500 182,390 21,158 8.62 7.2700% 30/360
191 191 440,604 282,446 22,400 12.61 7.2000% 30/360
192 192 161,040 90,587 29,017 3.12 8.2000% 30/360
193 193 106,500 84,355 18,236 4.63 7.1500% 30/360
194 194 75,444 34,681 22,261 1.56 7.7000% Actual/360
195 195 129,120 89,915 18,967 4.74 8.0200% 30/360
196 196 484,500 327,775 31,810 10.30 7.3300% 30/360
197 197 128,400 102,644 17,070 6.01 7.5700% Actual/360
198 198 197,628 157,543 23,465 6.71 8.3800% 30/360
199 199 121,721 68,831 24,260 2.84 8.8200% Actual/360
200 200 102,000 67,952 22,221 3.06 7.4800% 30/360
201 201 109,320 78,637 23,823 3.30 7.1300% 30/360
202 202 116,700 77,855 13,529 5.75 7.8000% Actual/360
203 203 132,600 96,304 12,796 7.53 7.6700% 30/360
204 204 98,400 57,934 17,620 3.29 8.4000% 30/360
205 205 255,000 183,335 20,733 8.84 6.8200% 30/360
206 206 193,572 134,099 11,375 11.79 8.3500% 30/360
207 207 100,800 69,708 14,329 4.86 7.3500% 30/360
208 208 62,400 45,128 13,472 3.35 7.6500% 30/360
209 209 50,700 36,201 13,679 2.65 8.6100% 30/360
210 210 184,800 117,870 15,559 7.58 7.3400% 30/360
211 211 156,000 94,970 15,097 6.29 8.8400% 30/360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATED ANTICIPATED ORIGINAL
MATURITY REPAYMENT ANTICIPATED AMORT REMAINING
LOAN # CONTROL # DATE DATE REMAINING TERM TERM LOCKOUT
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 001 5/11/29 5/11/09 106 360 103
2 002 5/11/29 5/11/09 106 360 103
3 003 4/9/30 4/9/10 117 300 110
4 004 6/11/28 6/11/08 95 360 88
4 004A 6/11/28 6/11/08 95 360
4 004B 6/11/28 6/11/08 95 360
4 004C 6/11/28 6/11/08 95 360
4 004D 6/11/28 6/11/08 95 360
5 005 6/11/28 6/11/08 95 357 88
6 006 4/11/31 4/11/10 117 360 113
7 007 7/11/28 7/11/08 96 348 93
7 007A 7/11/28 7/11/08 96 348
7 007B 7/11/28 7/11/08 96 348
8 008 10/11/28 10/11/08 99 360 96
9 009 1/1/25 1/1/10 114 300 110
10 010 2/11/30 2/11/10 115 360 108
11 011 5/11/30 5/11/10 118 360 115
11 011A 5/11/30 5/11/10 118 360
11 011B 5/11/30 5/11/10 118 360
11 011C 5/11/30 5/11/10 118 360
11 011D 5/11/30 5/11/10 118 360
12 012 6/11/30 6/11/10 119 360 115
13 013 5/11/30 5/11/10 118 360 115
14 014 4/1/30 4/1/10 117 360 113
14 014A 117
14 014B 117
14 014C 117
14 014D 117
15 015 2/11/25 2/11/10 115 300 111
16 016 5/11/10 118 360 111
17 017 4/1/09 105 360 101
18 018 1/11/30 1/11/10 114 360 110
18 018A 1/11/30 1/11/10 114 360
18 018B 1/11/30 1/11/10 114 360
19 019 5/1/24 5/1/10 118 288 114
20 020 6/11/25 6/11/10 119 300 112
21 021 6/11/25 6/11/10 119 300 112
22 022 6/11/25 6/11/10 119 300 112
23 023 1/1/09 102 300 98
23 023A 1/1/09 102 300
23 023B 1/1/09 102 300
23 023C 1/1/09 102 300
23 023D 1/1/09 102 300
23 023E 1/1/09 102 300
24 024 5/11/10 118 360 114
25 025 5/1/08 94 340 90
26 026 7/1/06 72 360 68
27 027 12/1/29 11/1/09 112 360 108
28 028 9/1/09 110 360 106
29 029 5/11/25 5/11/10 118 300 114
30 030 5/11/25 5/11/10 118 300 111
31 031 3/1/10 116 360 112
32 032 8/1/09 109 360 102
33 033 11/1/09 112 360 108
34 034 1/1/10 114 240 110
35 035 1/1/10 114 240 110
36 036 1/1/10 114 240 110
37 037 1/1/09 102 360 98
38 038 4/1/09 105 360 101
39 039 1/11/10 114 360 110
40 040 9/1/24 290 300 110
41 041 6/11/30 6/11/10 119 360 115
42 042 5/11/30 5/11/10 118 360 111
43 043 4/11/30 4/11/10 117 360 113
44 044 6/11/30 6/11/10 119 360 116
45 045 2/1/08 91 360 72
46 046 4/11/30 4/11/10 117 360 113
47 047 5/1/09 106 360 102
48 048 1/1/10 114 360 110
49 049 3/11/30 3/11/10 116 360 112
50 050 9/1/09 110 360 106
51 051 5/1/09 106 300 102
52 052 5/1/09 106 360 103
53 053 4/1/10 117 480 113
54 054 11/1/09 112 360 108
55 055 9/1/09 110 360 106
56 056 1/1/09 102 300 42
57 057 12/11/24 12/11/09 113 300 109
58 058 2/11/25 2/11/10 115 300 111
59 059 8/1/09 109 360 49
60 060 6/11/30 6/11/10 119 336 115
61 061 1/11/30 1/11/10 114 360 110
62 062 2/1/10 115 480 111
63 063 2/11/30 2/11/10 115 360 111
64 064 9/1/29 9/1/09 110 360 50
65 065 4/1/09 105 300 101
66 066 3/11/25 3/11/10 116 300 114
67 067 9/1/09 110 360 106
67 067A 9/1/09 110 360
67 067B 9/1/09 110 360
68 068 10/1/09 111 720 92
69 069 8/1/14 169 180 162
70 070 5/11/30 5/11/10 118 360 115
71 071 10/11/29 10/11/09 111 360 109
72 072 3/11/25 3/11/10 116 300 109
73 073 2/11/30 2/11/10 115 360 111
74 074 3/1/10 116 720 97
75 075 7/1/24 7/1/09 108 300 101
76 076 4/11/25 4/11/10 117 360 113
77 077 5/11/25 5/11/10 118 300 114
78 078 5/11/30 5/11/10 118 360 111
79 079 1/11/25 1/11/10 114 300 110
80 080 9/1/09 110 360 103
81 081 10/11/29 10/11/09 111 360 109
82 082 5/11/30 5/11/05 58 360 51
83 083 4/11/30 4/11/10 117 360 115
84 084 1/1/10 114 300 110
85 085 6/11/30 6/11/10 119 360 116
86 086 10/1/09 111 360 107
87 087 4/1/10 117 720 113
88 088 11/1/09 112 300 108
89 089 8/1/09 109 720 90
90 090 9/1/09 110 360 106
91 091 7/1/29 7/1/09 108 360 48
92 092 10/1/14 171 180 134
93 093 12/11/24 12/11/09 113 300 106
94 094 7/1/09 108 324 104
95 095 10/1/09 111 360 107
96 096 6/1/24 287 300 106
97 097 8/1/09 109 360 105
98 098 1/11/30 1/11/10 114 360 110
99 099 8/1/09 109 720 105
100 100 8/1/18 217 240 156
101 101 7/1/09 108 360 104
102 102 3/11/30 3/11/10 116 360 112
103 103 5/11/30 5/11/10 118 360 114
104 104 2/11/30 2/11/10 115 360 112
105 105 11/11/29 11/11/09 112 360 105
106 106 10/1/09 111 240 93
107 107 9/1/09 110 480 106
108 108 1/11/30 1/11/10 114 360 110
109 109 11/1/09 112 360 76
110 110 8/1/09 109 360 90
111 111 11/1/09 112 720 108
112 112 6/11/25 6/11/10 119 300 115
113 113 3/1/20 236 240 232
114 114 10/1/09 111 300 107
115 115 7/1/09 108 360 104
116 116 5/11/30 5/11/10 118 360 111
117 117 7/1/09 108 360 104
118 118 4/11/30 4/11/10 117 360 110
119 119 12/1/08 101 360 41
120 120 10/1/09 111 360 107
121 121 12/11/29 12/11/09 113 360 110
122 122 6/11/25 6/11/10 119 300 115
123 123 7/1/09 108 360 104
124 124 2/1/15 175 180 171
125 125 5/11/30 5/11/10 118 360 111
126 126 3/1/09 104 300 100
127 127 5/1/09 106 300 102
128 128 1/11/30 1/11/10 114 360 111
129 129 4/1/20 237 240 233
130 130 8/1/09 109 360 91
131 131 5/1/09 106 360 102
132 132 9/1/19 230 240 226
133 133 12/11/29 12/11/09 113 360 109
134 134 2/1/10 115 360 111
135 135 3/1/15 176 180 172
136 136 10/1/09 111 480 107
137 137 11/1/09 112 360 108
138 138 1/1/10 114 300 110
139 139 11/1/09 112 300 108
140 140 7/1/09 108 360 104
141 141 1/1/10 114 480 110
142 142 1/1/10 114 360 110
143 143 1/1/10 114 300 110
144 144 4/1/09 105 360 101
145 145 10/1/14 171 360 111
146 146 1/1/15 174 480 170
147 147 11/1/19 232 240 228
148 148 6/1/09 107 300 103
149 149 11/11/09 112 300 108
150 150 9/1/14 170 180 166
151 151 4/1/10 117 480 113
152 152 1/11/30 1/11/10 114 360 112
153 153 12/1/09 113 180 109
154 154 10/1/09 111 360 107
155 155 8/1/09 109 360 105
156 156 4/1/10 117 480 113
157 157 11/11/08 100 360 96
158 158 11/11/09 112 360 108
159 159 10/1/19 231 240 227
160 160 1/1/10 1/1/10 114 360 110
161 161 12/1/14 173 180 169
162 162 8/1/14 169 480 165
163 163 3/1/15 176 180 172
164 164 4/1/09 105 360 101
165 165 7/1/14 168 180 164
166 166 3/1/10 116 480 112
167 167 4/1/10 117 360 98
168 168 1/1/10 114 360 110
169 169 3/1/20 236 240 232
170 170 2/1/10 115 480 111
171 171 7/1/14 168 180 164
172 172 12/1/09 113 720 109
173 173 10/1/09 111 360 107
174 174 9/1/09 110 360 106
175 175 6/1/15 179 180 175
176 176 4/1/10 117 360 113
177 177 9/1/14 170 180 134
178 178 9/1/09 110 480 106
179 179 7/1/09 108 360 104
180 180 7/1/09 108 240 104
181 181 1/1/10 114 180 110
182 182 7/1/14 168 180 164
183 183 5/1/09 106 360 102
184 184 8/1/14 169 180 165
185 185 7/1/09 108 300 104
186 186 10/1/09 111 360 107
187 187 7/1/09 108 300 104
188 188 8/1/09 109 360 91
189 189 11/1/14 172 180 168
190 190 8/1/09 109 480 105
191 191 5/1/09 106 360 102
192 192 5/1/15 178 180 174
193 193 6/1/09 107 360 103
194 194 7/1/09 108 240 104
195 195 10/1/09 111 360 107
196 196 8/1/09 109 120 105
197 197 10/1/09 111 360 107
198 198 1/1/15 174 180 170
199 199 10/1/14 171 180 167
200 200 6/1/14 167 180 163
201 201 5/1/09 106 120 102
202 202 10/1/09 111 360 107
203 203 8/1/09 109 360 105
204 204 12/1/14 173 180 169
205 205 6/1/09 107 120 103
206 206 1/1/10 114 360 110
207 207 5/1/14 166 180 162
208 208 7/1/14 168 180 164
209 209 4/1/15 177 180 173
210 210 6/1/09 107 120 103
211 211 2/1/10 115 120 111
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REMAINING
REMAINING LOCKOUT AND ANTICIPATED
LOCKOUT AND YM AND YM PENALTY REPAYMENT
LOAN # CONTROL # YM PENALTIES CODE VALUE LTV DATE LTV LOCKBOX
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 001 103 103 82,500,000 65% 59% Hard
2 002 103 103 13,300,000 65% 59% Hard
3 003 110 110 695,000,000 28% 23% Hard
4 004 88 88 57,200,000 75% 67% Hard
4 004A 26,400,000 75%
4 004B 15,400,000 75%
4 004C 10,800,000 75%
4 004D 4,600,000 75%
5 005 88 88 7,400,000 75% 67% Hard
6 006 113 113 56,000,000 79% 72% Hard
7 007 93 93 218,000,000 55% 49% Hard
7 007A 153,000,000 55%
7 007B 65,000,000 55%
8 008 96 96 226,000,000 65% 59% Hard
9 009 110 110 53,000,000 56% 48% Springing
10 010 108 108 44,000,000 58% 53% Hard
11 011 115 115 34,400,000 73% 65% Hard
11 011A 20,500,000 73%
11 011B 5,800,000 73%
11 011C 4,900,000 73%
11 011D 3,200,000 73%
12 012 115 115 31,250,000 67% 61% Hard
13 013 115 115 27,500,000 67% 59% Hard
14 014 113 113 32,620,000 66% 60% Hard
14 014A 10,200,000 66%
14 014B 9,400,000 66%
14 014C 9,100,000 66%
14 014D 3,920,000 66%
15 015 111 111 40,000,000 52% 45% Hard
16 016 111 111 38,500,000 53% 47% Springing
17 017 101 101 26,250,000 75% 67% None
18 018 110 110 26,500,000 71% 65% Springing
18 018A 20,500,000 71%
18 018B 6,000,000 71%
19 019 114 114 25,800,000 70% 57% Hard
20 020 112 112 9,700,000 56% 46% Hard
21 021 112 112 7,400,000 56% 46% Hard
22 022 112 112 4,900,000 56% 46% Hard
23 023 98 98 26,150,000 54% 46% None
23 023A 5,500,000 54% 46%
23 023B 5,150,000 54% 46%
23 023C 5,600,000 54% 46%
23 023D 5,300,000 54% 46%
23 023E 4,600,000 54% 46%
24 024 114 114 17,600,000 75% 68% Hard
25 025 90 90 17,800,000 71% 64% None
26 026 68 68 17,600,000 69% 66% None
27 027 108 108 16,795,000 71% 64% Springing
28 028 106 106 16,200,000 73% 66% Springing
29 029 114 114 16,800,000 70% 60% Springing
30 030 111 111 15,900,000 66% 56% Springing
31 031 112 112 38,130,000 27% 25% None
32 032 102 102 13,600,000 73% 66% None
33 033 108 108 13,000,000 76% 68% None
34 034 110 110 7,950,000 52% 37% Springing
35 035 110 110 7,000,000 52% 37% Springing
36 036 110 110 2,300,000 52% 37% Springing
37 037 98 98 12,100,000 72% 65% None
38 038 101 101 11,165,000 78% 70% None
39 039 110 110 11,300,000 77% 69% None
40 040 170 170 Y1 10,650,000 74% Springing
41 041 115 115 10,500,000 75% 68% Hard
42 042 111 111 10,300,000 75% 68% Hard
43 043 113 113 12,250,000 63% 57% Springing
44 044 116 116 11,400,000 66% 60% Springing
45 045 72 72 19,500,000 38% 34% None
46 046 113 113 10,100,000 70% 62% Springing
47 047 102 102 9,700,000 72% 65% None
48 048 110 110 8,500,000 80% 72% None
49 049 112 112 8,800,000 76% 70% Hard
50 050 106 106 33,100,000 20% 18% None
51 051 102 102 9,300,000 68% 58% None
52 052 103 103 8,300,000 75% 67% None
53 053 113 113 29,600,000 21% 20% None
54 054 108 108 8,800,000 70% 63% Hard
55 055 106 106 8,250,000 72% 65% None
56 056 96 96 Y2 8,400,000 71% 57% Springing
57 057 109 109 9,700,000 58% 49% Springing
58 058 111 111 9,550,000 58% 51% Hard
59 059 105 105 Y6 8,350,000 66% 59% None
60 060 115 115 7,550,000 72% 64% Springing
61 061 110 110 6,900,000 79% 71% Springing
62 062 111 111 7,400,000 72% 69% None
63 063 111 111 6,700,000 74% 68% Springing
64 064 97 97 Y3 6,450,000 77% 69% Springing
65 065 101 101 6,375,000 76% 64% None
66 066 114 114 7,900,000 62% 53% Springing
67 067 106 106 6,000,000 80% 71% None
67 067A 3,850,000 80% 71%
67 067B 2,150,000 80% 71%
68 068 92 107 P5 33,500,000 13% 13% None
69 069 162 162 6,400,000 68% None
70 070 115 115 5,450,000 79% 71% Springing
71 071 109 109 5,740,000 75% 68% Springing
72 072 109 109 6,600,000 62% 53% Hard
73 073 111 111 6,050,000 67% 61% Springing
74 074 97 112 P5 26,520,000 15% 15% None
75 075 101 101 5,900,000 66% 56% Springing
76 076 113 113 5,325,000 73% 66% Springing
77 077 114 114 5,700,000 65% 56% Springing
78 078 111 111 5,350,000 67% 61% Springing
79 079 110 110 5,850,000 59% 50% Springing
80 080 103 103 4,700,000 73% 66% None
81 081 109 109 4,570,000 74% 67% Springing
82 082 51 51 5,700,000 50% 48% Hard
83 083 115 115 4,500,000 74% 67% Hard
84 084 110 110 13,100,000 25% 20% None
85 085 116 116 4,100,000 78% 71% Springing
86 086 107 107 4,470,000 70% 64% None
87 087 113 113 26,800,000 12% 11% None
88 088 108 108 5,250,000 59% 50% None
89 089 90 105 P5 39,000,000 8% 8% None
90 090 106 106 3,950,000 75% 68% None
91 091 101 101 Y5 4,300,000 67% 61% Springing
92 092 134 167 P1 6,040,000 46% None
93 093 106 106 4,250,000 65% 55% Springing
94 094 104 104 4,080,000 68% 59% None
95 095 107 107 3,850,000 71% 64% None
96 096 106 106 3,500,000 78% Springing
97 097 105 105 12,500,000 22% 19% None
98 098 110 110 3,850,000 71% 64% Springing
99 099 105 105 32,000,000 8% 8% None
100 100 156 213 P3 13,000,000 20% None
101 101 104 104 3,560,000 73% 66% None
102 102 112 112 3,300,000 78% 70% Springing
103 103 114 114 4,200,000 59% 55% Springing
104 104 112 112 3,650,000 68% 63% Springing
105 105 105 105 3,240,000 77% 70% Hard
106 106 93 107 P6 7,260,000 34% 23% None
107 107 106 106 4,350,000 56% 52% None
108 108 110 110 3,300,000 71% 65% Springing
109 109 76 108 P9 21,800,000 11% 9% None
110 110 90 105 P5 6,160,000 37% 33% None
111 111 108 108 24,660,000 9% 9% None
112 112 115 115 3,000,000 75% 65% Springing
113 113 232 232 34,480,000 6% None
114 114 107 107 3,450,000 62% 50% None
115 115 104 104 5,380,000 40% 34% None
116 116 111 111 2,900,000 71% 66% Springing
117 117 104 104 3,830,000 54% 47% None
118 118 110 110 2,750,000 74% 67% Springing
119 119 97 97 Y4 2,750,000 74% 68% None
120 120 107 107 2,600,000 78% 71% None
121 121 110 110 2,500,000 80% 72% Springing
122 122 115 115 2,650,000 75% 65% Springing
123 123 104 104 2,900,000 69% 62% None
124 124 171 171 7,630,000 26% None
125 125 111 111 3,550,000 54% 49% Springing
126 126 100 100 2,500,000 76% 64% None
127 127 102 102 5,110,000 37% 29% None
128 128 111 111 2,300,000 77% 70% Springing
129 129 233 233 27,930,000 6% None
130 130 91 105 P4 33,900,000 5% 4% None
131 131 102 102 2,800,000 57% 50% None
132 132 226 226 4,600,000 34% None
133 133 109 109 2,020,000 76% 70% Springing
134 134 111 111 3,000,000 51% 46% None
135 135 172 172 8,350,000 18% None
136 136 107 107 12,000,000 12% 12% None
137 137 108 108 2,000,000 75% 67% None
138 138 110 110 4,110,000 36% 29% None
139 139 108 108 2,350,000 63% 54% Springing
140 140 104 104 3,200,000 46% 41% None
141 141 110 110 2,380,000 59% 56% None
142 142 110 110 1,900,000 73% 67% None
143 143 110 110 8,750,000 16% 13% None
144 144 101 101 1,810,000 74% 67% None
145 145 111 159 P2 3,000,000 43% 35% None
146 146 170 170 5,100,000 25% 23% None
147 147 228 228 4,480,000 29% None
148 148 103 103 1,900,000 68% 57% None
149 149 108 108 2,150,000 59% 50% None
150 150 166 166 5,500,000 22% None
151 151 113 113 10,780,000 11% 11% None
152 152 112 112 1,620,000 74% 68% Springing
153 153 109 109 2,000,000 59% 30% None
154 154 107 107 2,630,000 43% 38% None
155 155 105 105 4,770,000 24% 21% None
156 156 113 113 5,230,000 21% 20% None
157 157 96 96 2,900,000 37% 32% None
158 158 108 108 1,300,000 77% 70% None
159 159 227 227 3,900,000 25% None
160 160 110 110 1,380,000 70% 64% Springing
161 161 169 169 6,560,000 13% None
162 162 165 165 20,670,000 4% 4% None
163 163 172 172 4,000,000 21% None
164 164 101 101 1,800,000 44% 39% None
165 165 164 164 5,250,000 15% None
166 166 112 112 2,070,000 35% 34% None
167 167 98 116 P7 1,038,000 68% 61% None
168 168 110 110 2,800,000 25% 22% None
169 169 232 232 3,260,000 20% None
170 170 111 111 2,180,000 29% 28% None
171 171 164 164 7,850,000 8% None
172 172 109 109 13,900,000 4% 4% None
173 173 107 107 6,270,000 10% 8% None
174 174 106 106 3,120,000 19% 17% None
175 175 175 175 4,910,000 11% None
176 176 113 113 2,100,000 26% 23% None
177 177 134 166 P8 6,160,000 9% None
178 178 106 106 2,230,000 22% 21% None
179 179 104 104 3,400,000 15% 13% None
180 180 104 104 2,000,000 23% 16% None
181 181 110 110 6,600,000 7% 3% None
182 182 164 164 1,320,000 33% None
183 183 102 102 1,030,000 41% 36% None
184 184 165 165 2,500,000 15% None
185 185 104 104 1,320,000 28% 23% None
186 186 107 107 1,700,000 21% 19% None
187 187 104 104 1,400,000 25% 21% None
188 188 91 105 P6 23,340,000 1% 1% None
189 189 168 168 2,600,000 12% None
190 190 105 105 2,030,000 13% 13% None
191 191 102 102 3,070,000 9% 8% None
192 192 174 174 930,000 27% None
193 193 103 103 925,000 24% 21% None
194 194 104 104 375,000 59% 41% None
195 195 107 107 970,000 22% 19% None
196 196 105 105 3,450,000 6% None
197 197 107 107 1,100,000 18% 16% None
198 198 170 170 1,700,000 12% None
199 199 167 167 730,000 27% None
200 200 163 163 810,000 24% None
201 201 102 102 830,000 19% None
202 202 107 107 840,000 18% 16% None
203 203 105 105 1,100,000 14% 12% None
204 204 169 169 630,000 23% None
205 205 103 103 2,000,000 7% None
206 206 110 110 1,450,000 9% 8% None
207 207 162 162 730,000 17% None
208 208 164 164 500,000 23% None
209 209 173 173 391,000 29% None
210 210 103 103 1,300,000 8% None
211 211 111 111 1,000,000 10% None
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
YEAR YEAR UNIT OF
LOAN # CONTROL # OWNERSHIP BUILT RENOVATED UNIT MEASURE OCCUPANCY
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 001 Fee Simple 1986 416,710 Sq Ft 98%
2 002 Fee Simple 1974 1985 82,165 Sq Ft 99%
3 003 Fee Simple 1973 1995 1,839,384 Sq Ft 100%
4 004 675,161 Sq Ft
4 004A Fee Simple 1972 1998 281,999 Sq Ft 97%
4 004B Fee Simple 1986 1998 135,920 Sq Ft 88%
4 004C Fee Simple 1984 201,754 Sq Ft 89%
4 004D Fee Simple 1988 55,488 Sq Ft 100%
5 005 Fee Simple 1968 1998 91,306 Sq Ft 96%
6 006 Both Fee Simple and Leasehold 1998 309,486 Sq Ft 98%
7 007 876,625 Sq Ft
7 007A Fee Simple 1983 1995 593,292 Sq Ft 99%
7 007B Fee Simple 1959 1986 283,333 Sq Ft 96%
8 008 Both Fee Simple and Leasehold 1972 1990 889,468 Sq Ft 93%
9 009 Fee Simple 1983 1995 360 Rooms 71%
10 010 Fee Simple 1968 1989 389,500 Sq Ft 100%
11 011 287,780 Sq Ft
11 011A Fee Simple 1925 1988 134,139 Sq Ft 95%
11 011B Fee Simple 1989 71,300 Sq Ft 100%
11 011C Fee Simple 1990 42,957 Sq Ft 96%
11 011D Fee Simple 1990 39,384 Sq Ft 100%
12 012 Leasehold 1932 1999 190,808 Sq Ft 100%
13 013 Fee Simple 1890 1999 176 Units 100%
14 014 186,497 Sq Ft
14 014A Fee Simple 1946 1999 57,776 Sq Ft 97%
14 014B Fee Simple 1997 50,634 Sq Ft 100%
14 014C Fee Simple 1952 1989 46,322 Sq Ft 100%
14 014D Fee Simple 1949 1995 31,765 Sq Ft 100%
15 015 Fee Simple 1911 1999 162,000 Sq Ft 100%
16 016 Fee Simple 1935 1,357,968 Sq Ft 96%
17 017 Fee Simple 1979 1998 256,298 Sq Ft 97%
18 018 122,044 Sq Ft
18 018A Fee Simple 1994 92,711 Sq Ft 100%
18 018B Fee Simple 1997 29,333 Sq Ft 100%
19 019 Fee Simple 2000 268,000 Sq Ft 100%
20 020 Fee Simple 1997 1999 81 Units 88%
21 021 Fee Simple 1998 68 Units 100%
22 022 Fee Simple 1997 55 Units 80%
23 023 712 Rooms
23 023A Fee Simple 1997 138 Rooms 84%
23 023B Fee Simple 1997 138 Rooms 81%
23 023C Fee Simple 1996 150 Rooms 82%
23 023D Fee Simple 1997 135 Rooms 81%
23 023E Fee Simple 1990 151 Rooms 79%
24 024 Fee Simple 1989 1999 529,073 Sq Ft 100%
25 025 Fee Simple 1961 1985 305,523 Sq Ft 99%
26 026 Fee Simple 1982 182,159 Sq Ft 100%
27 027 Fee Simple 1950 1995 92,769 Sq Ft 100%
28 028 Fee Simple 1988 246,961 Sq Ft 97%
29 029 Fee Simple 1984 1999 178 Rooms 72%
30 030 Fee Simple 1973 1998 199 Rooms 63%
31 031 Fee Simple 1969 434 Units
32 032 Fee Simple 1910 1998 26 Units 100%
33 033 Fee Simple 1974 506 Pads 94%
34 034 Fee Simple 1960 13,000 Sq Ft 100%
35 035 Fee Simple 1964 9,300 Sq Ft 100%
36 036 Fee Simple 1992 14,872 Sq Ft 100%
37 037 Fee Simple 1929 1994 92,883 Sq Ft 92%
38 038 Fee Simple 1988 175,390 Sq Ft 100%
39 039 Fee Simple 1971 1998 176 Units 97%
40 040 Fee Simple 1998 60,792 Sq Ft 100%
41 041 Fee Simple 1998 51,442 Sq Ft 92%
42 042 Fee Simple 1965 1999 82,970 Sq Ft 94%
43 043 Fee Simple 1987 95,470 Sq Ft 92%
44 044 Both Fee Simple and Leasehold 1974 1994 264,102 Sq Ft 89%
45 045 Fee Simple 1950 349 Units
46 046 Fee Simple 1994 69,985 Sq Ft 100%
47 047 Fee Simple 1953 1999 78,420 Sq Ft 96%
48 048 Leasehold 1984 1987 91,030 Sq Ft 96%
49 049 Fee Simple 1989 2000 58,845 Sq Ft 100%
50 050 Fee Simple 1973 300 Units
51 051 Fee Simple 1989 1996 137 Rooms 75%
52 052 Fee Simple 1973 1996 99,372 Sq Ft 100%
53 053 Fee Simple 1987 179 Units
54 054 Fee Simple 1999 70,224 Sq Ft 100%
55 055 Fee Simple 1998 60,648 Sq Ft 100%
56 056 Fee Simple 1940 1997 108,993 Sq Ft 95%
57 057 Fee Simple 1998 1998 133,407 Sq Ft 87%
58 058 Fee Simple 1915 1989 157 Rooms 58%
59 059 Fee Simple 1983 1999 43,310 Sq Ft 100%
60 060 Fee Simple 1969 250 Units 96%
61 061 Fee Simple 1968 1998 226 Units 97%
62 062 Fee Simple 1985 144 Units
63 063 Fee Simple 1999 22 Units 95%
64 064 Fee Simple 1999 37,675 Sq Ft 100%
65 065 Fee Simple 1974 142,710 Sq Ft 99%
66 066 Fee Simple 1965 1996 226 Rooms 60%
67 067 172 Units
67 067A Fee Simple 1967 110 Units 99%
67 067B Fee Simple 1963 62 Units 98%
68 068 Fee Simple 1928 98 Units
69 069 Fee Simple 1986 1998 105,507 Sq Ft 98%
70 070 Fee Simple 1975 1999 168 Units 91%
71 071 Fee Simple 1972 1998 194 Units 95%
72 072 Fee Simple 1966 1970 60,948 Sq Ft 99%
73 073 Fee Simple 1964 75,750 Sq Ft 100%
74 074 Fee Simple 1936 103 Units
75 075 Fee Simple 1995 31,700 Sq Ft 100%
76 076 Fee Simple 1983 52,467 Sq Ft 100%
77 077 Fee Simple 1994 107 Rooms 67%
78 078 Fee Simple 1978 1999 200 Units 97%
79 079 Fee Simple 1986 189 Rooms 67%
80 080 Fee Simple 1982 102 Units 91%
81 081 Fee Simple 1969 200 Units 92%
82 082 Fee Simple 1984 51,144 Sq Ft 88%
83 083 Fee Simple 1991 11,850 Sq Ft 100%
84 084 Fee Simple 1965 122 Units
85 085 Fee Simple 1969 1991 41,266 Sq Ft 100%
86 086 Fee Simple 1989 25,472 Sq Ft 88%
87 087 Fee Simple 1912 65 Units
88 088 Fee Simple 1997 77,632 Units 88%
89 089 Fee Simple 1923 62 Units
90 090 Fee Simple 1999 21,407 Sq Ft 100%
91 091 Fee Simple 1986 46,947 Sq Ft 95%
92 092 Fee Simple 1962 2000 57 Units 100%
93 093 Fee Simple 1964 1998 229 Units 85%
94 094 Fee Simple 1965 1974 132,000 Sq Ft 100%
95 095 Fee Simple 1999 34,994 Sq Ft 100%
96 096 Fee Simple 1999 38,000 Sq Ft 100%
97 097 Fee Simple 1962 81 Units
98 098 Fee Simple 1998 21,720 Sq Ft 83%
99 099 Fee Simple 1915 59 Units
100 100 Fee Simple 1900 1975 96 Units
101 101 Fee Simple 1968 1994 181 Pads 90%
102 102 Fee Simple 1980 1997 136 Units 91%
103 103 Fee Simple 1988 62,552 Sq Ft 100%
104 104 Fee Simple 1983 44,521 Sq Ft 95%
105 105 Fee Simple 1938 1999 90 Pads 97%
106 106 Fee Simple 1946 143 Units
107 107 Fee Simple 1930 78 Units
108 108 Fee Simple 1967 1998 102 Units 93%
109 109 Fee Simple 1963 162 Units
110 110 Fee Simple 1915 48 Units
111 111 Fee Simple 1925 114 Units
112 112 Fee Simple 1998 62 Rooms 68%
113 113 Fee Simple 1959 201 Units
114 114 Fee Simple 1988 1998 53,850 Units 82%
115 115 Fee Simple 1947 107 Units
116 116 Fee Simple 1982 116 Units 100%
117 117 Fee Simple 1930 64 Units
118 118 Fee Simple 1970 22,551 Sq Ft 100%
119 119 Fee Simple 1974 1998 93 Units 94%
120 120 Fee Simple 1995 53,150 Sq Ft 100%
121 121 Fee Simple 1979 1998 94 Units 96%
122 122 Fee Simple 1998 66 Rooms 69%
123 123 Fee Simple 1985 48,781 Sq Ft 100%
124 124 Fee Simple 1912 53 Units
125 125 Fee Simple 1998 14,000 Sq Ft 100%
126 126 Fee Simple 1958 147 Pads 96%
127 127 Fee Simple 1947 97 Units
128 128 Fee Simple 1999 16,394 Sq Ft 100%
129 129 Fee Simple 1900 52 Units
130 130 Fee Simple 1913 25 Units
131 131 Fee Simple 1961 62 Units
132 132 Fee Simple 1954 81 Units
133 133 Fee Simple 1988 51 Units 94%
134 134 Fee Simple 1931 49 Units
135 135 Fee Simple 1954 1960 62 Units 100%
136 136 Fee Simple 1926 36 Units
137 137 Fee Simple 1958 1960 58 Units 100%
138 138 Fee Simple 1936 58 Units
139 139 Fee Simple 1975 1999 42,280 Sq Ft 95%
140 140 Fee Simple 1940 54 Units
141 141 Fee Simple 1962 40 Units
142 142 Fee Simple 1981 34,882 Sq Ft 97%
143 143 Fee Simple 1860 9 Units
144 144 Fee Simple 1958 1994 104 Pads 94%
145 145 Fee Simple 1968 1997 112 Units 97%
146 146 Fee Simple 1922 46 Units
147 147 Fee Simple 1927 30 Units
148 148 Fee Simple 1990 9,000 Sq Ft 100%
149 149 Fee Simple 1930 1998 56 Units 100%
150 150 Fee Simple 1959 107 Units
151 151 Fee Simple 1930 35 Units
152 152 Fee Simple 1986 13,403 Sq Ft 97%
153 153 Fee Simple 1994 1999 54,000 Sq Ft 100%
154 154 Fee Simple 1928 48 Units
155 155 Fee Simple 1955 88 Units
156 156 Fee Simple 1910 6 Units
157 157 Fee Simple 1937 52 Units
158 158 Fee Simple 1963 1996 73 Units 92%
159 159 Fee Simple 1885 13 Units
160 160 Fee Simple 1982 1999 6,607 Sq Ft 100%
161 161 Fee Simple 1950 164 Units
162 162 Fee Simple 1920 30 Units
163 163 Fee Simple 1914 10 Units
164 164 Fee Simple 1902 18 Units
165 165 Fee Simple 1930 40 Units
166 166 Fee Simple 1910 20 Units
167 167 Fee Simple 1920 48 Units
168 168 Fee Simple 1949 55 Units
169 169 Fee Simple 1891 26 Units
170 170 Fee Simple 1900 11 Units
171 171 Leasehold 1955 144 Units
172 172 Fee Simple 1924 39 Units
173 173 Fee Simple 1927 42 Units
174 174 Fee Simple 1926 58 Units
175 175 Fee Simple 1950 60 Units
176 176 Fee Simple 1920 5 Units
177 177 Fee Simple 1924 53 Units
178 178 Fee Simple 1950 16 Units
179 179 Fee Simple 1978 9 Units
180 180 Fee Simple 1977 14 Units
181 181 Fee Simple 1928 37 Units
182 182 Fee Simple 1915 25 Units
183 183 Fee Simple 1910 9 Units
184 184 Fee Simple 1903 6 Units
185 185 Fee Simple 1920 20 Units
186 186 Fee Simple 1900 10 Units
187 187 Fee Simple 1887 10 Units
188 188 Fee Simple 1901 25 Units
189 189 Fee Simple 1909 10 Units
190 190 Fee Simple 1909 5 Units
191 191 Fee Simple 1927 22 Units
192 192 Fee Simple 1920 12 Units
193 193 Fee Simple 1900 5 Units
194 194 Fee Simple 1920 8 Units
195 195 Fee Simple 1893 9 Units
196 196 Fee Simple 1915 4 Units
197 197 Fee Simple 1900 4 Units
198 198 Fee Simple 1900 8 Units
199 199 Fee Simple 1910 14 Units
200 200 Fee Simple 1937 8 Units
201 201 Fee Simple 1890 8 Units
202 202 Fee Simple 1873 5 Units
203 203 Fee Simple 1910 5 Units
204 204 Fee Simple 1899 6 Units
205 205 Fee Simple 1900 6 Units
206 206 Fee Simple 1900 9 Units
207 207 Fee Simple 1921 8 Units
208 208 Fee Simple 1986 3 Units
209 209 Fee Simple 1983 3 Units
210 210 Fee Simple 1900 11 Units
211 211 Fee Simple 1921 10 Units
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REAL ESTATE TI/LC
OCCUPANCY TAX INSURANCE TI/LC TI/LC TI/LC UPFRONT ONGOING
LOAN # CONTROL # PERIOD ESCROWED ESCROWED UPFRONT ONGOING BALANCE PAYMENT
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 001 6/2/00 Y Y N Y 45,833
2 002 5/8/00 Y Y Y Y 350,000 10,000
3 003 4/1/00 Y Y Y N 5,824,949
4 004 Y Y Y Y 687,130 18,229
4 004A 2/1/00
4 004B 2/1/00
4 004C 2/1/00
4 004D 2/1/00
5 005 2/1/00 Y Y N Y 7,255
6 006 3/1/00 Y Y N Y 5,604
7 007 Y Y N Y 193,741
7 007A 5/1/00
7 007B 5/1/00
8 008 5/1/00 Y Y Y Y 10,000,000 83,333
9 009 12/31/99 Y N N Y 2,667
10 010 1/14/00 Y Y N Y 48,038
11 011 Y Y N Y 11,849
11 011A 2/29/00
11 011B 2/29/00
11 011C 2/29/00
11 011D 2/29/00
12 012 3/31/00 Y Y N N
13 013 2/29/00 Y Y N Y 1,013
14 014 N Y Y Y 50,000 11,000
14 014A 5/31/00
14 014B 5/31/00
14 014C 5/31/00
14 014D 5/31/00
15 015 1/24/00 Y Y Y Y 33,333 33,334
16 016 1/1/00 Y Y N Y 17,750
17 017 4/1/00 Y Y N Y 13,698
18 018 Y Y N Y 14,672
18 018A 3/1/00
18 018B 3/1/00
19 019 4/15/00 N N N N
20 020 4/10/00 Y Y N N
21 021 4/20/00 Y Y N N
22 022 4/21/00 Y Y N N
23 023 12/31/99 Y Y N N
23 023A 12/31/99
23 023B 12/31/99
23 023C 12/31/99
23 023D 12/31/99
23 023E 12/31/99 Y Y
24 024 3/1/00 Y Y N Y 13,150
25 025 3/31/00 Y Y N Y 5,979
26 026 12/1/99 Y Y N N
27 027 7/5/00 Y Y Y Y 77,738 2,242
28 028 4/1/00 Y Y Y Y 6,175 6,175
29 029 2/1/00 Y Y N N
30 030 12/31/99 Y Y N N
31 031 Y Y
32 032 2/22/00 Y Y N N
33 033 3/1/00 Y Y N N
34 034 9/9/99 N N N N
35 035 9/9/99 N Y N N
36 036 9/17/99 N N N N
37 037 2/1/00 Y Y Y Y 200,000 7,059
38 038 4/1/00 Y Y Y Y 157,105 7,393
39 039 12/21/99 Y Y N N
40 040 3/28/00 Y Y N N
41 041 1/20/00 Y Y N Y 15,163
42 042 1/1/00 Y Y Y Y 150,000 7,667
43 043 2/1/00 Y Y N Y 10,346
44 044 4/1/00 Y Y Y Y 375,000 26,195
45 045 Y N
46 046 3/24/00 Y Y N N
47 047 3/31/00 Y Y Y Y 300,000 6,646
48 048 12/1/99 Y Y Y N 151,388
49 049 2/1/00 Y Y Y N 1,000,000
50 050 N N
51 051 12/31/99 Y Y N N
52 052 12/31/99 N N N N
53 053 N N
54 054 10/11/99 N N Y N 275,000
55 055 12/31/99 Y Y Y Y 3,942 3,942
56 056 3/1/00 Y Y N N
57 057 5/17/00 Y Y Y Y 11,117 11,117
58 058 12/31/99 Y Y N N
59 059 3/15/00 Y Y N Y 4,756
60 060 4/24/00 Y Y N N
61 061 3/25/00 Y Y N N
62 062 N N
63 063 1/1/00 Y Y Y N 150,000
64 064 5/1/00 Y Y N N
65 065 2/11/00 Y Y Y N 200,000
66 066 1/23/00 Y Y N N
67 067 12/31/99 Y Y N N
67 067A 12/31/99
67 067B 12/31/99
68 068 N N
69 069 4/12/00 Y Y N N
70 070 3/20/00 Y Y N N
71 071 2/25/00 Y Y N N
72 072 6/1/00 Y Y Y Y 7,518 537
73 073 3/23/99 Y Y N Y 1,667
74 074 N N
75 075 5/1/00 Y Y N Y 5,000
76 076 5/1/00 Y Y N Y 4,618
77 077 12/31/99 Y Y N N
78 078 4/7/00 Y Y N N
79 079 11/1/99 Y Y N N
80 080 12/27/99 Y Y N N
81 081 2/25/00 Y Y N N
82 082 5/1/00 Y Y Y Y 2,848 2,848
83 083 3/8/00 Y Y Y Y 4,166 4,167
84 084 Y N
85 085 3/31/00 Y Y Y N 100,000
86 086 1/24/00 Y Y Y N 35,000
87 087 N N
88 088 2/8/00 N Y N N
89 089 N N
90 090 1/21/00 Y N N Y 892
91 091 1/25/00 Y Y Y N 83,000
92 092 9/28/99 Y N N N
93 093 4/20/00 Y Y N N
94 094 4/12/00 Y Y Y N 50,000
95 095 1/31/00 Y Y N N
96 096 3/2/00 Y Y N N
97 097 Y N
98 098 3/31/00 Y Y N Y 2,175
99 099 N N
100 100 Y N
101 101 4/19/00 Y Y N N
102 102 3/23/00 Y Y N N
103 103 3/28/00 Y Y N Y 3,182
104 104 2/28/00 Y Y Y Y 75,000 3,947
105 105 3/21/00 Y Y N N
106 106 N N
107 107 Y N
108 108 2/23/00 Y Y N N
109 109 N N
110 110 Y N
111 111 N N
112 112 3/31/00 Y Y N N
113 113 N N
114 114 12/31/99 Y Y N N
115 115 N N
116 116 4/18/00 Y Y N N
117 117 N N
118 118 2/14/00 Y Y Y Y 909 909
119 119 1/31/00 Y Y N N
120 120 12/31/99 Y Y N N
121 121 3/31/00 Y Y N N
122 122 3/31/00 Y Y N N
123 123 12/31/99 Y Y Y N 80,000
124 124 Y N
125 125 4/6/00 Y Y N N
126 126 12/1/99 Y Y N N
127 127 Y N
128 128 2/24/00 Y Y N Y 820
129 129 Y N
130 130 N N
131 131 Y N
132 132 N N
133 133 4/1/00 Y Y N N
134 134 N N
135 135 2/15/00 N N N N
136 136 Y N
137 137 1/31/00 Y Y N N
138 138 N N
139 139 9/1/99 Y Y N Y 1,917
140 140 N N
141 141 Y N
142 142 4/10/00 Y Y Y Y 2,174 2,174
143 143 N N
144 144 2/19/00 Y Y N N
145 145 5/18/00 Y Y N N
146 146 N N
147 147 N N
148 148 3/21/00 Y N N Y 503
149 149 4/1/00 Y Y N N
150 150 Y N
151 151 N N
152 152 12/15/99 Y Y N Y 993
153 153 11/2/99 Y N N N
154 154 Y N
155 155 N N
156 156 N N
157 157 Y N
158 158 3/1/00 Y Y N N
159 159 Y N
160 160 11/1/99 N Y N N
161 161 N N
162 162 N N
163 163 N N
164 164 N N
165 165 Y N
166 166 Y N
167 167 N N
168 168 Y N
169 169 N N
170 170 Y N
171 171 N N
172 172 N N
173 173 N N
174 174 Y N
175 175 Y N
176 176 Y N
177 177 Y N
178 178 N N
179 179 Y N
180 180 N N
181 181 N N
182 182 Y N
183 183 Y N
184 184 Y N
185 185 Y N
186 186 Y N
187 187 N N
188 188 N N
189 189 Y N
190 190 Y N
191 191 N N
192 192 Y N
193 193 N N
194 194 Y N
195 195 Y N
196 196 Y N
197 197 Y N
198 198 Y N
199 199 Y N
200 200 N N
201 201 Y N
202 202 Y N
203 203 N N
204 204 Y N
205 205 Y N
206 206 Y N
207 207 Y N
208 208 Y N
209 209 Y N
210 210 Y N
211 211 Y N
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ACTUAL ONGOING % OF LEASE
CAPITAL ITEMS TOTAL EXPIRATION
LOAN # CONTROL # DEPOSITS TENANT 1 SF DATE 1
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 001 0.20 United States Customs 13% Mar-01
2 002 0.19 The Dial 41% Apr-05
3 003 0.40 NewsCorp 35% Nov-15
4 004 0.15
4 004A Bradlees 36% Oct-04
4 004B Cherry House 20% Jan-08
4 004C Hobby Lobby 20% Oct-03
4 004D Olive Tree 36% Jul-06
5 005 0.24 Star Lumber 30% Feb-08
6 006 0.15 Best Buy 15% Sep-13
7 007 0.20
7 007A Bozell Inc. [Kenyon & Eckhart] 40% Jun-07
7 007B Petry T.V. 31% Dec-15
8 008 0.60 General Service Administration 32% Jun-01
9 009 4%
10 010 0.20 General Services Admin. 100% Jun-09
11 011 0.22
11 011A Gentry Homes 13% Mar-09
11 011B American Movers, Inc.-Lot 100 100% Oct-07
11 011C Raynor Pacific Overhead Doors 10% Dec-00
11 011D USC International, Inc.-Lot 81 38% Mar-03
12 012 0.27 Amazon.com 96% Jun-09
13 013 250.02 Art Institute 88% Sep-09
14 014 0.21
14 014A Eastman Kodak 34% Jan-02
14 014B Pittard Sullivan 100% Mar-08
14 014C Sony Pictures Entertainment 53% Jul-00
14 014D Eric Owen Moss 18% Oct-04
15 015 0.20 Globix Corporation 100% Nov-19
16 016 4% NYC Department of Finance 9% Nov-08
17 017 0.16 Wynn Dixie 21% Mar-19
18 018 0.18
18 018A University of Massachusetts 36% Mar-03
18 018B Arena Pharmaceutical 100% Apr-13
19 019 Johnson Controls 100% Apr-10
20 020 302.34
21 021 302.34
22 022 302.34
23 023 4%
23 023A 4%
23 023B 4%
23 023C 4%
23 023D 4%
23 023E 4%
24 024 0.20 Inland Star Distribution Centr 100% Feb-25
25 025 0.14 Sears 33% Apr-06
26 026 0.20 Xyplex, Inc. 56% Sep-03
27 027 0.15 Strouds Linen 28% Jul-04
28 028 0.15 Magellan Labs 14% Jun-03
29 029 4%
30 030 5%
31 031
32 032 495.00
33 033 25.00
34 034 D'Agostino's Supermarket 77% Dec-14
35 035 D'Agostino's Supermarket 100% Dec-14
36 036 D'Agostino's Supermarket 75% Dec-14
37 037 0.21 Supships 24% Jun-04
38 038 0.16 Goody's 23% Apr-11
39 039 250.02
40 040 0.20 Ethicon Employees Credit Union 31% Nov-08
41 041 0.15 Hollywood Video 15% Apr-08
42 042 0.20 The District of Columbia 42% Oct-08
43 043 0.20 Ford Motor Credit Company 23% Apr-03
44 044 0.22 NM Children, Youth & Families 22% May-10
45 045
46 046 Stop & Shop Supermarket 89% Oct-14
47 047 0.26 Arnold & Porter 65% Apr-09
48 048 Tuesday Morning 8% Jan-07
49 049 Dicks Clothing&Sporting Goods 100% May-22
50 050
51 051 4%
52 052 The Kroger Company 77% Dec-21
53 053
54 054 Coventry Health Care, Inc. 100% Sep-09
55 055 Indx Software Corp. 17% May-04
56 056 0.33 Tesst Corp. 37% Jun-08
57 057 0.23 At Your Service 2% May-02
58 058 1,222.32
59 059 0.17 Regents of the Univ. of California 88% May-09
60 060 249.98
61 061 249.98
62 062
63 063 267.82 United Financial Services Inc 11% Dec-04
64 064 0.15 Designs, Inc. dba Levi's 27% Jul-04
65 065 0.20 Kroger 27% Jun-02
66 066 (1)
67 067 253.76
67 067A 262.71
67 067B 237.89
68 068
69 069 0.15 Promotional Support Group 12% Sep-03
70 070 154.00
71 071 186.06
72 072 0.18 NOVA (No. Va. Comm College) 12% Aug-02
73 073 0.20 Xerox Corporation 100% Jan-04
74 074
75 075 0.20 Harvard Surgery Center 26% Mar-03
76 076 0.23 Endymion Systems, Inc. 18% Mar-03
77 077 5%
78 078 319.20
79 079 1,273.78
80 080 250.00
81 081 250.08
82 082 0.23 Progressive Insurance 34% Aug-03
83 083 0.25 Turner Broadcasting System 100% Mar-10
84 084
85 085 0.43 Demarche Associates 61% Jul-04
86 086 Washington Mutual Savings 18% Jan-05
87 087
88 088 0.15
89 089
90 090 0.15 Gateway Companies, Inc. 51% Jan-04
91 091 0.18 Panalpina, Inc. 43% Dec-03
92 092
93 093 250.01
94 094 0.15 Raymour and Flanigan 50% Mar-19
95 095 Gart Sports 100% Feb-14
96 096 0.13 Food Lion 100% Apr-19
97 097
98 098 0.17 Creations by C &M 17% Dec-04
99 099
100 100
101 101 50.00
102 102 249.97
103 103 0.23 Camellia Food Stores 46% Dec-08
104 104 0.20 Blue Cross and Blue Shield 55% Apr-03
105 105 50.00
106 106
107 107
108 108 250.00
109 109
110 110
111 111
112 112 768.97
113 113
114 114 0.11
115 115
116 116 274.97
117 117
118 118 0.23 Dollar Plus Variety Store Inc 31% Feb-07
119 119 281.55
120 120 0.09 Albina Fuel Co. 30% Mar-01
121 121 250.09
122 122 671.27
123 123 0.15 Op Tel/TV Max Communications 29% Dec-08
124 124
125 125 0.15 Eckerd Corporation 100% Mar-19
126 126
127 127
128 128 0.20 Inova Health MSO, Inc. 52% Sep-07
129 129
130 130
131 131
132 132
133 133 254.12
134 134
135 135
136 136
137 137 250.00
138 138
139 139 0.20 Southwest Supermarkets, Inc 48% Oct-05
140 140
141 141
142 142 0.20 National Bullion, Inc. 13% Mar-02
143 143
144 144 51.92
145 145 252.00
146 146
147 147
148 148 0.27 Blockbuster Video 78% Apr-02
149 149
150 150
151 151
152 152 0.23 Popular Cash Express 18% Sep-06
153 153 0.10 Rental Uniform Service Inc. 100% May-09
154 154
155 155
156 156
157 157
158 158 303.45
159 159
160 160 0.19 Hollywood Video 77% Oct-14
161 161
162 162
163 163
164 164
165 165
166 166
167 167
168 168
169 169
170 170
171 171
172 172
173 173
174 174
175 175
176 176
177 177
178 178
179 179
180 180
181 181
182 182
183 183
184 184
185 185
186 186
187 187
188 188
189 189
190 190
191 191
192 192
193 193
194 194
195 195
196 196
197 197
198 198
199 199
200 200
201 201
202 202
203 203
204 204
205 205
206 206
207 207
208 208
209 209
210 210
211 211
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LEASE
% OF EXPIRATION
LOAN # CONTROL # TENANT 2 TOTAL SF DATE 2 TENANT 3
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 001 Immunex Corporation 8% Dec-03 Washington Mutual
2 002 Seattle Supersonics 23% Jul-00 KJR Radio
3 003 Chase Manhattan Bank 26% Mar-10 CIT
4 004
4 004A OfficeMax 10% Jan-10 Barnes & Noble Booksellers
4 004B Contemporary Galleries 14% Apr-05 Jos A. Banks Clothiers
4 004C American Drug Stores dba Osco 13% May-05 Triathlon Broadcasting
4 004D Prairie View 14% Dec-01 Old English Pine Company
5 005 Gessler Drug Co., Inc. 12% Jun-03 Whole Foods
6 006 Sears Homelife 14% Dec-09 Chick's Sporting Goods
7 007
7 007A Baker and McKenzie 13% Jun-08 Andrews and Kurth, LLP
7 007B The GAP, Inc. 23% Dec-06 Square Alpha
8 008 Smithsonian 20% Apr-03 US Postal Service
9 009
10 010
11 011
11 011A Interior Accents 8% Apr-10 Daniel, Inc.
11 011B
11 011C PSC Associates, Inc. 8% Nov-04 Ulep & Balosen
11 011D Hawaii Transfer Co.-Lot 50 16% Mar-01 Arcadia-Lot 50
12 012 Gentle Dental 2% Sep-02 Amazon.com (Storage)
13 013 Capital Grille 5% Sep-10 Society Hill Furniture
14 014
14 014A Boxer Films 17% Dec-02 ARS Nova
14 014B
14 014C Sony Pictures Entertainment 16% Jan-02 Metafor Imaging
14 014D Conjunctive Points Dance Center 17% Oct-04 Samitaur Constructs
15 015
16 016 NYS Supt of Ins Liquidators 8% Aug-08 NYC Department of Archives
17 017 Jacobson's 21% Nov-04 Tampa Bay Water
18 018
18 018A Phytera, Inc. 28% Mar-04 Athena Diagnostics
18 018B
19 019
20 020
21 021
22 022
23 023
23 023A
23 023B
23 023C
23 023D
23 023E
24 024
25 025 24 Hour Fitness 13% Mar-15 Smith's Food
26 026 NEC Technologies, Inc. 45% Feb-02
27 027 Suburban House 18% Feb-00 Deluxe Kitchen&Bath
28 028 Circuit City 13% Aug-05 SD Precision Mach
29 029
30 030
31 031
32 032
33 033
34 034 Blockbuster Video 23% Feb-02
35 035
36 036
37 037 Henry Cogswell College 20% Aug-04 Gold's Gym
38 038 Ingle's 18% Sep-08 Big Lots
39 039
40 040 Ortho McNeil Pharmaceutical 25% Jun-04 981 Management Company
41 041 Total Renal Care 14% Jun-09 Fuddruckers Casablanca, Inc.
42 042 CVS of DC and VA, Inc. 9% Jun-03 First Union National Bank
43 043 National University 22% Jun-03 Dodge, Warren & Peters Insur.
44 044 The IT Group 11% Dec-00 NM Taxation & Revenue
45 045
46 046 Data King Corporation 8% Sep-00 First Massachusetts Bank
47 047 Sport & Health 30% Mar-09
48 048 Blockbuster Video 7% Jan-02 Star One
49 049
50 050
51 051
52 052 Hollywood Entertainment Corporation 8% Jun-07 Tenet Healthsystems GB, Inc.
53 053
54 054
55 055 Matchless Gifts, Inc. 17% Mar-04 Brady Door Systems, Inc.
56 056 Carday 16% Jul-07 SAIC/GSC
57 057 HBO Latin America Productions 3% Jan-02 At Your Service
58 058
59 059 Burger King (Retail) 9% Nov-03 Instant Copy (Retail)
60 060
61 061
62 062
63 063
64 064 Adidas 25% May-04 Warnaco
65 065 JC Penney 21% Jul-06 CheapoDepot
66 066
67 067
67 067A
67 067B
68 068
69 069 Integrity Products, Inc. 10% May-04 Mastec North America, Inc.
70 070
71 071
72 072 D.K.Shifflett & Assoc., Ltd. 12% Jun-02 Multi-Cultural Association
73 073
74 074
75 075 Yunan Radiology 11% Jan-05 Physical Rehabilitation
76 076 John W. Brooker & Co. 16% May-01 Southwest Airlines
77 077
78 078
79 079
80 080
81 081
82 082 The Vitamin Shop 8% Jan-10 Northco.com Ham
83 083
84 084
85 085 GeoAccess, Inc 31% Jan-01 Corporate Design Group, Inc
86 086 Gallery Florist 18% Dec-04 River City Music
87 087
88 088
89 089
90 090 Zany Brainy 50% Apr-09
91 091 Concordia International 19% Dec-03 Kamino International
92 092
93 093
94 094 D&D Distribution 26% Mar-02 Griffiths
95 095
96 096
97 097
98 098 Jasmine Thai Chinese 11% Jun-04 Layers Salon & Tanning
99 099
100 100
101 101
102 102
103 103 Cambridge Premier Discount Cin 14% Jul-05 Rent-A-Center
104 104 American Pharmaceutical Srvc 18% Jul-03 SouthTrust Corporation
105 105
106 106
107 107
108 108
109 109
110 110
111 111
112 112
113 113
114 114
115 115
116 116
117 117
118 118 Lisbon-Madrid, Inc. 21% Apr-02 PA Liquor Store
119 119
120 120
121 121
122 122
123 123 Abadan Reprographics 16% Sep-01 Coastal Flooring, Inc
124 124
125 125
126 126
127 127
128 128 Webb & Webb, P.C. 15% Aug-04 Periodontal Health Group, PLLC
129 129
130 130
131 131
132 132
133 133
134 134
135 135
136 136
137 137
138 138
139 139 99 Cent Family Store 14% Dec-00 Kinder-Care
140 140
141 141
142 142 Brookshire Holdings 13% Mar-03 Broward Meals on Wheels
143 143
144 144
145 145
146 146
147 147
148 148 Sleepy's Inc. 22% Feb-03
149 149
150 150
151 151
152 152 Thai Restaurant 15% Jan-03 Virginia Baldioli
153 153
154 154
155 155
156 156
157 157
158 158
159 159
160 160 Loan Mart 23% Dec-03
161 161
162 162
163 163
164 164
165 165
166 166
167 167
168 168
169 169
170 170
171 171
172 172
173 173
174 174
175 175
176 176
177 177
178 178
179 179
180 180
181 181
182 182
183 183
184 184
185 185
186 186
187 187
188 188
189 189
190 190
191 191
192 192
193 193
194 194
195 195
196 196
197 197
198 198
199 199
200 200
201 201
202 202
203 203
204 204
205 205
206 206
207 207
208 208
209 209
210 210
211 211
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
% OF LEASE LTV CO SPONSOR
TOTAL EXPIRATION OP OWNED
LOAN # CONTROL # SF DATE 3 BASIS UNITS(%)
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 001 4% Jul-00
2 002 17% Jul-00
3 003 10% Dec-08
4 004
4 004A 10% Sep-13
4 004B 6% Jan-04
4 004C 7% Mar-05
4 004D 11% Mar-01
5 005 5% Nov-04
6 006 14% Nov-18
7 007
7 007A 4% Jul-03
7 007B 22% Jun-08
8 008 16% Jun-08
9 009
10 010
11 011
11 011A 6% Oct-01
11 011B
11 011C 6% Feb-02
11 011D 16% May-05
12 012 1% Jun-09
13 013 2% Dec-00
14 014
14 014A 4% Dec-00
14 014B
14 014C 13% Aug-00
14 014D 16% Feb-05
15 015
16 016 7% Jan-08
17 017 8% Feb-01
18 018
18 018A 18% Mar-04
18 018B
19 019
20 020
21 021
22 022
23 023
23 023A
23 023B
23 023C
23 023D
23 023E
24 024
25 025 12% Dec-05
26 026
27 027 9% Dec-03
28 028 7% Jul-02
29 029
30 030
31 031 22% 46%
32 032
33 033
34 034
35 035
36 036
37 037 16% Sep-04
38 038 17% Jan-06
39 039
40 040 19% May-04
41 041 14% Jun-08
42 042 5% May-05
43 043 11% Aug-02
44 044 7% Mar-00
45 045 31% 60%
46 046 4% Feb-05
47 047
48 048 6% Aug-03
49 049
50 050 14% 25%
51 051
52 052 8% Apr-08
53 053 15% 22%
54 054
55 055 8% May-03
56 056 12% Dec-03
57 057 2% May-02
58 058
59 059 3% Dec-04
60 060
61 061
62 062 58% 0%
63 063
64 064 24% Jul-02
65 065 8% Sep-00
66 066
67 067
67 067A
67 067B
68 068 5% 0%
69 069 9% Mar-02
70 070
71 071
72 072 9% Jun-03
73 073
74 074 7% 0%
75 075 46% Jul-00
76 076 15% Jan-02
77 077
78 078
79 079
80 080
81 081
82 082 6% Apr-05
83 083
84 084 23% 9%
85 085 8% Mar-01
86 086 13% Sep-03
87 087 5% 18%
88 088
89 089 4% 0%
90 090
91 091 19% Mar-01
92 092 56% 0%
93 093
94 094 9% May-00
95 095
96 096
97 097 13% 10%
98 098 11% Apr-05
99 099 7% 0%
100 100 24% 33%
101 101
102 102
103 103 5% Jan-01
104 104 7% Jul-05
105 105
106 106 27% 43%
107 107 46% 50%
108 108
109 109 10% 10%
110 110 25% 29%
111 111 4% 10%
112 112
113 113 6% 0%
114 114
115 115 34% 32%
116 116
117 117 39% 52%
118 118 15% Aug-01
119 119
120 120
121 121
122 122
123 123 12% Jun-01
124 124 24% 30%
125 125
126 126
127 127 27% 27%
128 128 12% Sep-09
129 129 4% 0%
130 130 2% 0%
131 131 51% 53%
132 132 27% 28%
133 133
134 134 51% 41%
135 135 17% 3%
136 136 8% 11%
137 137
138 138 27% 31%
139 139 10% Apr-03
140 140 29% 59%
141 141 49% 7.5%
142 142 11% Jun-05
143 143 10% 0%
144 144
145 145
146 146 16% 2%
147 147 9% 0%
148 148
149 149
150 150 20% 64%
151 151 11% 0%
152 152 11% Apr-02
153 153
154 154 32% 42%
155 155 23% 23%
156 156 20% 0%
157 157 38% 58%
158 158
159 159 9% 0%
160 160
161 161 11% 0%
162 162 3% 0%
163 163 9% 0%
164 164 32% 44%
165 165 12% 0%
166 166 25% 55%
167 167 55% 0%
168 168 30% 5%
169 169 18% 27%
170 170 31% 0%
171 171 6% 0%
172 172 3% 3%
173 173 8% 43%
174 174 17% 72%
175 175 8% 23%
176 176 12% 0%
177 177 8% 0%
178 178 25% 0%
179 179 12% 0%
180 180 25% 0%
181 181 4% 0%
182 182 25% 76%
183 183 23% 44%
184 184 11% 0%
185 185 21% 45%
186 186 16% 30%
187 187 23% 10%
188 188 1% 0%
189 189 8% 0%
190 190 6% 0%
191 191 9% 0%
192 192 21% 0%
193 193 18% 0%
194 194 34% 100%
195 195 24% 0%
196 196 4% 0%
197 197 17% 0%
198 198 11% 0%
199 199 21% 50%
200 200 19% 50%
201 201 18% 13%
202 202 13% 0%
203 203 8% 0%
204 204 16% 0%
205 205 4% 0%
206 206 8% 22%
207 207 16% 0%
208 208 12% 0%
209 209 23% 0%
210 210 8% 0%
211 211 9% 0%
</TABLE>
<PAGE>
FOOTNOTES TO APPENDIX A
YIELD MAINTENANCE FORMULAS
The following are summaries of yield maintenance provisions, or formulas,
contained in the related Mortgage Note for certain of the Mortgage Loans. There
are six unique yield maintenance formulas represented by the Mortgage Loans,
each labeled as "Y1," "Y2," "Y3," "Y4," "Y5" and "Y6. Each Mortgage Loan, which
provides for a yield maintenance formula, references the applicable formula
printed below in the column titled "YM Formula."
Y1 After the expiration of the Lockout Period and prior to September
30, 2014 (the "Permitted Prepayment Period"), Borrower shall have the right
or privilege to prepay all (but not less than all) of the unpaid principal
balance of this Note, upon: (i) not less than 30 days and not more than 45
days prior written notice (the "Prepayment Notice") to Lender specifying
the scheduled payment date on which prepayment is to be made (the
"Prepayment Date"); (ii) payment of all accrued and unpaid interest on the
outstanding principal balance of this Note to and including the Prepayment
Date together with a payment of all interest which would have accrued on
the principal balance of this Note to and including the first day of the
calendar month immediately following the Prepayment Date, if such
prepayment occurs on a date which is not the first day of a calendar month
(the "Shortfall Interest Payment"); (iii) payment of all other sums then
due under this Note, the Security Instrument and the Other Security
Documents; (iv) the Prepayment Consideration (defined below); and (v) the
Release Fee (as defined in the Security Instrument). If a Prepayment Notice
is given by Borrower to Lender pursuant to this Article 6, the principal
balance of this Note and the other sums required under this Article shall
be due and payable on the Prepayment Date. Lender shall not be obligated to
accept any prepayment of the principal balance of this Note unless it is
accompanied by all sums due in connection therewith. After the Permitted
Prepayment Period, Borrower shall have the right or privilege to prepay all
(but not less than all) of the unpaid principal balance of this Note upon
satisfaction of items (i), (ii), (iii) and (v) above.
If a Default Prepayment (defined herein) occurs, Borrower shall pay
to Lender the entire Debt, including, without limitation, if applicable,
the Prepayment Consideration (defined below).
For purposes of this Note, the term "Default Prepayment" shall mean
a prepayment of the principal amount of this Note made during the
continuance of any Event of Default or after an acceleration of the
Maturity Date under any circumstances, including, without limitation, a
prepayment occurring in connection with reinstatement of the Security
Instrument provided by statute under foreclosure proceedings or exercise of
a power of sale, any statutory right of redemption exercised by Borrower or
any other party having a statutory right to redeem or prevent foreclosure,
any sale in foreclosure or under exercise of a power of sale or otherwise.
If Borrower prepays all or a portion of the unpaid principal balance
of the Note prior to the expiration of the Permitted Prepayment Period,
including but not limited to partial prepayment which occurs during the
Lockout Period or Permitted Prepayment Period and arises from the
application by Lender of (i) interest payments that are in excess of the
maximum permitted interest rate, and (ii) payments made in connection with
the release of any part of the Property from the lien of the Security
Instrument, in partial satisfaction of the principal indebtedness evidenced
by the Note, there shall be immediately due and payable in addition to
accrued interest and any other sums due Lender at the time of prepayment, a
prepayment premium (the "Prepayment Consideration") equal to the greater
of:
(a) The amount equal to the difference of (1) the present value of
the scheduled monthly payments on the Loan discounted at 7.31%
on a monthly basis to the end of the Permitted Prepayment Period
and (2) the present value of monthly payments that would be
scheduled on the unpaid principal balance of the Loan based on
the terms and conditions of this Note discounted at the market
yield of the U.S. Treasury Instrument as quoted in The Wall
Street
AF-1
<PAGE>
Journal on the day prior to the date the payment is made, which
has a maturity closest to, but not earlier than, the last day of
the Permitted Prepayment Period (if more than one U.S. Treasury
Instrument meets the requirements of this sentence, the
Instrument used to calculate the amount pursuant to this
subparagraph (a) shall be based on the Instrument having the
coupon rate closest to 7.31%) on a monthly basis to the end of
the Permitted Prepayment Period; and
(b) Prior to January 1, 2012, one percent (1%) of the entire unpaid
principal balance of the Note, and thereafter one-half of one
percent (1/2%) of the entire unpaid principal balance of the
Note.
In the event that no Yield Rate is published on the U.S. Treasury
Security described above, then the nearest equivalent U.S. Treasury
Instrument shall be selected at Lender's sole discretion. If the
publication of such yield rates in The Wall Street Journal is discontinued,
Lender shall select a security with a comparable rate and term to the U.S.
Treasury Instrument described in subparagraph (a) above.
Y2 If Borrower prepays all or a portion of the unpaid principal balance
of the Note prior to the expiration of the Permitted Prepayment Period,
including but not limited to partial prepayment which occurs during the
Lockout Period or Permitted Prepayment Period and arises from the
application by Lender of (i) interest payments that are in excess of the
maximum permitted interest rate, and (ii) payments made in connection with
the release of any part of the Property from the lien of the Security
Instrument, in partial satisfaction of the principal indebtedness evidenced
by the Note, there shall be immediately due and payable in addition to
accrued interest and any other sums due Lender at the time of prepayment, a
prepayment premium (the "Prepayment Consideration") equal to the greater
of:
(a) The amount equal to the difference of (1) the present value of
the scheduled monthly payments on the Loan discounted on a
monthly basis to the date the payment is made, at the market
yield of the U.S. Treasury Instrument as quoted in The Wall
Street Journal on the day prior to the date the payment is made,
which has a maturity closest to, but not earlier than, the
Maturity Date (if more than one U.S. Treasury Instrument meets
the requirements of this sentence, the Instrument used to
calculate the amount pursuant to this subparagraph (a) shall be
based on the Instrument having the coupon rate closest to
7.25%); and (2) the principal balance of the Loan (including all
unpaid interest thereon) as of the date the payment is made; or
(b) One percent (1%) of the entire unpaid principal balance of the
Note.
In the event that no yield rate is published on the U.S. Treasury
Instrument described above, then the nearest equivalent U.S. Treasury
Instrument shall be selected at Lender's sole discretion. If the
publication of such yield rates in The Wall Street Journal is discontinued,
Lender shall select a security with a comparable rate and term to the U.S.
Treasury Instrument described in subparagraph (a) above. After the
expiration of the Permitted Prepayment Period, Borrower shall have the
right or privilege to prepay all (but not less than all) of the unpaid
principal balance of the Note, subject to certain conditions.
Y3 (a) The principal balance of this Note may not be prepaid in whole
or in part prior to the Sixth Loan Year (defined below). During the Sixth
Loan Year or any time thereafter, the principal balance of this Note may be
prepaid in whole, but not in part, upon not less than 30 days and not more
than 120 days prior written notice to Lender specifying the date on which
prepayment is to be made (the "Prepayment Date") which date must be a
Payment Date and upon payment of:
(i) all accrued interest to and including the Prepayment Date;
(ii) all other sums due under this Note, the Security
Instrument and all Other Security Documents; and
AF-2
<PAGE>
(iii) the Prepayment Consideration (defined below).
Notwithstanding anything to the contrary herein, provided no Event of
Default exists under this Note, the Security Instrument or the Other
Security Documents, in the event of any prepayment which occurs during the
twelve months prior to the Anticipated Repayment Date, no Prepayment
Consideration shall be due in connection therewith, but Borrower shall be
required to pay all other sums due hereunder.
(b) The Prepayment Consideration shall equal an amount equal to the
product of (A) the ratio of the amount of the principal balance of this
Note being prepaid over the outstanding principal balance of this Note on
the Prepayment Date (after subtracting the scheduled principal payment on
such Prepayment Date), multiplied by (B) the present value as of the
Prepayment Date of the remaining scheduled payments of principal and
interest from the Prepayment Date through the Anticipated Repayment Date
(including any balloon payment) determined by discounting such payments at
the Discount Rate (as hereinafter defined) less the amount of the
outstanding principal balance of this Note on the Prepayment Date (after
subtracting the scheduled principal payment on such Prepayment Date). The
"Discount Rate" is the rate which, when compounded monthly, is equivalent
to the Treasury Rate (as hereinafter defined), when compounded
semiannually. The "Treasury Rate" is the yield calculated by the linear
interpolation of the yields, as reported in Federal Reserve Statistical
Release H.15-Selected Interest Rates under the heading U.S. Government
Securities/Treasury constant maturities for the week ending prior to the
Prepayment Date, of U.S. Treasury constant maturities for the week ending
prior to the Prepayment Date, of U.S. Treasury constant maturities with
maturity dates (one longer and one shorter) most nearly approximating the
Anticipated Repayment Date. (In the event Release H.15 is no longer
published, Lender shall select a comparable publication to determine the
Treasury Rate.) Lender shall notify Borrower of the amount and the basis of
determination of the required prepayment consideration.
(c) "Loan Year" as used in this Note shall mean each 365 or 366, if
applicable, day period after the first day of the first calendar month
after the date of this Note (or the date of this Note if it is dated the
first day of a calendar month).
(d) On the Anticipated Repayment Date, or on any scheduled payment
date thereafter, Borrower may, at its option and upon thirty (30) days
prior written notice to Lender, prepay in whole or in part the outstanding
principal balance of the Note without payment of the Prepayment
Consideration or any other premium or consideration. Any such payment shall
be applied to the last payments of principal due under the Note.
Y4 Maker shall have the right to prepay the outstanding principal of
the Note, in whole but not in part, at any time during the Initial
Prepayment Period. With any such prepayment (whether made voluntarily or
involuntarily as a result of an acceleration of the Maturity Date, or
otherwise), Maker shall also pay:
(a) all accrued and unpaid interest on the principal being prepaid;
(b) all "Additional Amounts" (as defined below) then due; and
(c) a prepayment premium, if any, equal to the product of (i) the
"Average Interest Loss (Monthly)" (as defined below) and (ii)
the number of months from the date of prepayment to the Maturity
Date (with any fraction of a month counted as a month),
discounted to present value at the "Discount Rate" (as defined
below) over a period equal to one-half (1/2) of the number of
months in this subsection (c)(ii).
At the option of Payee, in its sole and absolute discretion, Maker shall
have no right to make any partial prepayment during the term of this Note,
and shall have no right to make a prepayment on any date other than a
Payment Date.
For purposes of this Exhibit, the following definitions shall apply:
AF-3
<PAGE>
(a) "Additional Amounts" means all amounts payable by Maker to Payee
under this Note, the Deed of Trust and the Security Documents;
(b) "Average Interest Loss (Monthly)" means the amount determined by
dividing (i) the product of the Average Principal Amount and the
Fixed Lost Rate, by (ii) 12;
(c) "Average Principal Amount" means the amount equal to either (i)
one-half (1/2) the sum of (A) the amount of principal being
prepaid and (B) the amount of principal that is scheduled to be
due on the Maturity Date ("Balloon Amount"), or (ii) the amount
of principal being prepaid, if such amount is less than the
Balloon Amount;
(d) "Discount Rate" means the rate per annum equal to the yield to
maturity of Treasury Obligations determined on the date of
prepayment;
(e) "Fixed Lost Rate" means the rate per annum equal to the
percentage, if any, by which (i) the interest rate on this note
exceeds (ii) the yield to maturity of United States Treasury
debt obligations having a maturity date nearest to the Maturity
Date ("Treasury Obligations"), determined on the date of
prepayment.
The maturity date and yield to maturity of Treasury Obligations shall be
determined by Payee in its sole and absolute discretion based on the
quotations published in The Wall Street Journal or other comparable
source(s).
Y5 (a) The principal balance of this Note may not be prepaid in whole
or in part prior to the sixth (6th) Loan Year (defined below). During the
sixth (6th) Loan Year or any time thereafter, the principal balance of this
Note may be prepaid in whole, but not in part, upon not less than thirty
(30) days and not more than sixty (60) days prior written notice to Lender
specifying the date on which prepayment is to be made (the "Prepayment
Date") which date must be a Payment Date and upon payment of:
(i) all interest to and including the Prepayment Date;
(ii) all other sums due under this Note, the Security
Instrument and Other Security Documents; and
(iii) the Prepayment Consideration (defined below).
Notwithstanding anything to the contrary herein, provided no Event of
Default exists under this Note, the Security Instrument or the Other
Security Documents, in the event of any prepayment which occurs during the
six (6) months prior to the Maturity Date, no Prepayment Consideration
shall be due in connection therewith, but Borrower shall be required to pay
all other sums due hereunder.
(b) The Prepayment Consideration shall equal an amount equal to the
product of (A) the ratio of the amount of the principal balance of this
Note being repaid over the outstanding principal balance of this Note on
the Prepayment Date (after subtracting the scheduled principal payment on
such Prepayment Date), multiplied by (B) the present value as of the
Prepayment Date of the remaining scheduled payments of the principal and
interest from the Prepayment Date through the Maturity Date (including any
balloon payment) determined by discounting such payments at the Discount
Rate (as hereinafter defined) less the amount of the outstanding principal
balance of this Note on the Prepayment Date (after subtracting the
scheduled principal payment on such Prepayment Date). The "Discount Rate"
is the rate which, when compounded monthly, is equivalent to the Treasury
Rate (as hereinafter defined), when compounded semiannually. The "Treasury
Rate" is the yield calculated by the linear interpolation of the yields, as
reported in the Federal Reserve Statistical Release H.15-Selected Interest
Rates under the heading U.S. Government Securities/Treasury constant
maturities for the week ending prior to the Prepayment Date, of U.S.
Treasury constant maturities for the week ending prior to the Prepayment
Date, of U.S. Treasury constant maturities with maturity dates (one
AF-4
<PAGE>
longer and one shorter) most nearly approximating the Maturity Date. (In
the event Release H.15 is no longer published, Lender shall select a
comparable publication to determine the Treasury Rate.) Lender shall notify
Borrower of the amount and the basis of determination of the required
prepayment premium.
(c) "Loan Year" as used in this Note shall mean each 365 or 366, if
applicable, day period after the first day of the first calendar month
after the date of this Note (or the date of this Note if it is dated the
first day of a calendar month).
(d) If any notice of prepayment is given under this Article 6, the
principal balance of this Note and the other sums required under this
prepayment section shall be due and payable on the Prepayment Date. Lender
shall not be obligated to accept any prepayment of the principal balance of
this Note unless it is accompanied by all sums due in connection therewith.
Notwithstanding anything contained in this Article 6 to the contrary,
provided no Event of Default exists, no Prepayment Consideration shall be
due in connection with a complete or partial prepayment resulting from the
application of insurance proceeds or condemnation awards pursuant to
Sections 3.3 and 3.6 of the Security Instrument or changes in the tax and
debt credit pursuant to Section 7.3(a) or (b) of the Security Instrument,
but Borrower shall be required to pay all other sums due and payable
hereunder.
(e) If a Default Prepayment (defined below) occurs, Borrower shall
pay to Lender the entire Debt, including, without limitation, the
Prepayment Consideration calculated from the date of the Default Prepayment
through and including the Maturity Date.
For purposes of this Note, the term "Default Prepayment" shall mean a
prepayment of the principal amount of this Note made after the occurrence
of any Event of Default or an acceleration of the Maturity Date under any
circumstances, including, without limitation, a prepayment occurring in
connection with reinstatement of the Security Instrument provided by
statute under foreclosure proceedings or exercise of a power of sale, any
statutory right of redemption exercised by the Borrower or any other party
having a statutory right to redeem or prevent foreclosure, any sale in
foreclosure or under exercise of a power of sale or otherwise.
Y6 (a) The principal balance of this Note may not be prepaid in whole or in
part prior to the sixth (6th) Loan Year (defined below). During the sixth
(6th) Loan Year or at any time thereafter, the principal balance of this
Note may be prepaid in whole, but not in part, upon not less than sixty
(60) days prior written notice to Lender specifying the date on which
prepayment is to be made (the "Prepayment Date") which date must be a
Payment Date and upon payment of:
(i) all accrued interest to and including the Prepayment Date;
(ii) all other sums due under this Note, the Security
Instrument and all other Security Documents; and
(iii) the Prepayment Consideration (defined below).
Notwithstanding anything to the contrary herein, provided no Event of
Default exists under this Note, the Security Instrument or the other
Security Documents, in the event of a prepayment which occurs during the
three (3) months prior to the Maturity Date, no Prepayment Consideration
shall be due in connection therewith, but Borrower shall be required to pay
all other sums due hereunder.
(b) The Prepayment Consideration shall equal an amount equal to the
greater of (i) one percent (1%) of the principal balance of this Note being
prepaid, or (ii) the product of (A) the ratio of the amount of the
principal balance of this Note being prepaid over the outstanding principal
balance on the Prepayment Date (after subtracting the scheduled principal
payment on such Prepayment Date), multiplied by (B) the present value as of
the Prepayment Date of the remaining scheduled payments of principal and
interest from the Prepayment Date through the Maturity Date (including any
balloon payment determined by discounting
AF-5
<PAGE>
such payments at the Discount Rate (as hereinafter defined) less the amount
of the outstanding principal balance of this Note on the Prepayment Date
(after subtracting the scheduled principal payment on such Prepayment
Date). The "Discount Rate" is the rate which, when compounded monthly, is
equivalent to the Treasury Rate (as hereinafter defined), when compounded
semi-annually. The "Treasury Rate" is the yield calculated by the linear
interpolation of the yields, as reported in Federal Reserve Statistical
Release H.15-Selected Interest Rates under the heading U.S. Government
Securities/Treasury constant maturities for the week ending prior to the
Prepayment Date, of U.S. Treasury constant maturities with maturity dates
(one longer and one shorter) most nearly approximating the Maturity Date.
(In the event Release H.15 is no longer published, lender shall select a
comparable publication to determine the Treasury Rate.) Lender shall notify
Borrower of the amount and the basis of the determination of the required
prepayment consideration.
(c) "Loan Year" as used in this Note shall mean each 365 or 366, if
applicable, day period after the first day of the first calendar month
after the date of this Note (or the date of this Note if it is dated the
first day of a calendar month).
(d) If any notice of prepayment is given under this Article 6, the
principal balance of this Note and all other sums required under this
prepayment section shall be due and payable on the Prepayment Date. Lender
shall not be obligated to accept any prepayment of the principal balance of
this Note unless it is accompanied by all sums due in connection therewith.
Notwithstanding anything contained in this Article 6 to the contrary,
provided no Event of Default exists, no Prepayment Consideration shall be
due in connection with a complete or partial prepayment resulting from the
application of insurance proceeds or condemnation awards pursuant to
Sections 3.3 and 3.6 of the Security Instrument or changes in tax and debt
credit pursuant to section 7.3(a) or (b) of the Security Instrument, but
Borrower shall be required to pay all other sums due hereunder.
(e) If a Default Prepayment (defined below) occurs, Borrower shall
pay to lender the entire Debt, including, without limitation, the following
amounts:
(i) If the Default Prepayment occurs prior to the time when
prepayment of the principal balance of this Note is
permitted, an amount equal to the sum of (A) the present
value of the interest payments which would have accrued on
the principal balance of this Note (outstanding as of the
date of such Default Prepayment) at the Applicable
Interest Rate from the date of the Default Prepayment to
the first date prepayment is permitted pursuant to this
Note discounted at a rate equal to the Treasury Rate
except that such Treasury Rate shall be based on the U.S.
Treasury constant maturity most nearly approximating the
date on which prepayment is first permitted pursuant to
this Note, and (B) the Prepayment Consideration calculated
as of the first date prepayment is permitted pursuant to
this Note; and
(ii) If the Default Prepayment occurs at a time when prepayment
of the principal balance of this Note is permitted, the
Prepayment Consideration.
For purposes of this Note, the term "Default Prepayment" shall mean a
prepayment of the principal amount of this Note made after and during the
occurrence of any Event of Default or an acceleration of the Maturity Date
under any circumstances, including, without limitation, a prepayment
occurring in connection with reinstatement of the Security Instrument
provided by statute under foreclosure proceedings or exercise of a power of
sale, any statutory right of redemption exercised by Borrower or any other
party having a statutory right to redeem or prevent foreclosure, any sale
in foreclosure or under a power of sale or otherwise.
PREPAYMENT PENALTY FORMULAS
P1 3% penalty for 12 months, then 2% penalty for 12 months, then 1%
penalty for 9 months.
AF-6
<PAGE>
P2 5% penalty for 12 months, then 4% penalty for 12 months, then 3%
penalty for 12 months., then 2% penalty for 12 months.
P3 5% penalty for 12 months, then 4% penalty for 12 months, then 3%
penalty for 12 months, then 2% penalty for 12 months, then 1% penalty
or 9 months
P4 1% penalty for 14 months
P5 1% penalty for 15 months
P6 2% penalty for 14 months
P7 1% penalty for 18 months
P8 3% penalty for 12 months, then 2% penalty for 12 months, then 1%
penalty for 8 months
P9 2% penalty for 32 months
AF-7
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE>
ANNEX B
-------------------------------------------------------------------------------
CREDIT FIRST
SUISSE BOSTON MORGAN STANLEY DEAN WITTER NCB
(212) 325-3295 (212) 761-2164 NATIONAL COOPERATIVE BANK
--------------------------------------------------------------------------------
[Two graphics were omitted from the top of each page in this Annex that
consisted of the corporate logos of Credit Suisse First Boston, Morgan Stanley
Dean Witter and National Consumer Bank.]
CMBS NEW ISSUE
COLLATERAL AND STRUCTURAL TERM SHEET
$1.1 BILLION (APPROXIMATE)
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000 - C1
-----------------------------------------------
EXPECTED PRICING DATE: WEEK OF JULY 24, 2000
-----------------------------------------------
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
AS DEPOSITOR
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC. &
NATIONAL CONSUMER COOPERATIVE BANK
AS MORTGAGE LOAN SELLERS
CREDIT SUISSE FIRST BOSTON CORPORATION &
MORGAN STANLEY DEAN WITTER
AS CO-LEAD MANAGERS AND JOINT BOOKRUNNERS
CREDIT SUISSE FIRST BOSTON MORGAN STANLEY DEAN WITTER
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
<TABLE>
<CAPTION>
I. ISSUE CHARACTERISTICS
<S> <C>
ISSUE TYPE: Public: Class A-1, A-2, B, C, and D
144A: Class A-X, E, F, G, H, J, K, L, M, and N
OFFERED SECURITIES: Classes A-1, A-2, B, C, and D totaling approximately $971,600,000
PASS-THROUGH STRUCTURE: Senior/Subordinate, Sequential Pay, Pass-Through Certificates
COLLATERAL: Pool of 211 fixed rate commercial and multifamily Mortgage Loans totaling $1,111,999,815
SELLERS: Credit Suisse First Boston Mortgage Capital LLC (63.5%)
Morgan Stanley Dean Witter Mortgage Capital Inc. (24.8%)
National Consumer Cooperative Bank (11.7%)
CO-LEAD MANAGERS AND Credit Suisse First Boston Corporation
JOINT BOOKRUNNERS: Morgan Stanley Dean Witter
MASTER SERVICERS: CapMark Services, L.P.
National Consumer Cooperative Bank (with respect to loans deposited by NCCB)
BNY Asset Solutions (with respect to the 1211 Avenue of the Americas loan) First Union
National Bank (with respect to the L'Enfant loan)
SPECIAL SERVICERS: Lennar Partners, Inc.
National Consumer Cooperative Bank (with respect to loans deposited by NCCB) Orix Real Estate
Capital Markets, LLC (with respect to the 1211 Avenue of the Americas loan)
TRUSTEE: Wells Fargo Corporate Trust Services, Wells Fargo Bank Minnesota, N.A.
(formerly known as Norwest Bank Minnesota, National Association)
CUT-OFF DATE: July 11, 2000
EXPECTED PRICING DATE: Week of July 24th, 2000
CLOSING DATE: On or about August 4, 2000
DISTRIBUTION DATES: The fourth business day after the eleventh day of the month, commencing August 17, 2000
MINIMUM DENOMINATIONS: $25,000 for all offered Certificates and in additional multiples of $1,000
SETTLEMENT TERMS: DTC, Euroclear and Clearstream, same day funds, with accrued interest
ERISA: Class A-1 and A-2 Certificates are expected to be ERISA eligible
SMMEA: No Class of Certificates is SMMEA eligible
RISK FACTORS: THE CERTIFICATES INVOLVE A DEGREE OF RISK AND MAY NOT BE SUITABLE FOR ALL INVESTORS. SEE THE "RISK
FACTORS" SECTION OF THE PROSPECTUS SUPPLEMENT AND THE "RISK FACTORS" SECTION OF THE PROSPECTUS
</TABLE>
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
II. TRANSACTION FEATURES
LOAN POOL:
o 211 commercial and multifamily loans totaling $1.1 billion
o Average Cut-Off Date Balance: $5,270,141
o Three largest loan concentrations total $160,606,841 representing
14.4% of Initial Pool Balance
o Ten largest loans total $384,581,842 representing 34.6% of Initial
Pool Balance
MORTGAGE LOAN SELLERS:
o Credit Suisse First Boston Mortgage Capital LLC (63.5% of Initial
Pool Balance)
o Morgan Stanley Dean Witter Mortgage Capital Inc. (24.8% of Initial
Pool Balance)
o National Consumer Cooperative Bank (11.7% of Initial Pool Balance)
CREDIT STATISTICS:
o Wtd. avg. DSCR of 1.97x (1.42x excl. NCCB), (1.35x excl. NCCB & 1211
Ave. of Americas)
o Wtd. avg. LTV of 61% (66% excl. NCCB), (68% excl. NCCB & 1211 Ave.
of Americas)
o Wtd. avg. Balloon/ARD LTV of 55% (58% excl. NCCB), (60% excl. NCCB &
1211 Ave. of Americas)
PROPERTY TYPES:
o 27.7% Office properties
o 21.0% Retail properties (19.5% anchored, 1.6% unanchored)
o 12.1% Residential Cooperative properties
o 8.1% Multifamily properties
o 9.8% Mixed Use properties
o 9.4% Industrial properties
o 8.5% Hospitality properties (5.9% full service, 1.3% limited
service, 1.3% extended stay)
GEOGRAPHIC DISTRIBUTION:
o New York: 24.3% of Initial Pool Balance (6.9% excl. NCCB & 1211 Ave.
of Americas)
o California: 12.7% of Initial Pool Balance
o Washington: 8.9% of Initial Pool Balance
o Texas: 6.6% of Initial Pool Balance
o Massachusetts: 5.5% of Initial Pool Balance
o Florida: 5.0% of Initial Pool Balance
o 25 other states plus Washington, DC with no other state comprising
more than 5% of the Initial Pool Balance
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
CALL PROTECTION:
o 100.0% subject to lockout/defeasance at new issue ( 1 )
o 0.0% subject to yield maintenance at new issue
o 0.0% subject to either fixed penalties or open to prepayment at new
issue
RESERVES(2):
o 93.9% of the Mortgage Loans have upfront and/or collected
Replacement Reserve/FF&E escrow requirements
o 84.1% of the Mortgage Loans secured by office, retail, industrial
and mixed-use properties have upfront and/or collected Tenant
Improvement /Leasing Commission escrow requirements
o 93.4% of the Mortgage Loans have tax escrow requirements
o 92.6% of the Mortgage Loans have insurance escrow requirements
COLLATERAL INFORMATION UPDATES:
o Certificateholder Reports are expected to be available on the World
Wide Web at the Trustee's website www.ctslink.com/cmbs and will
include:
o Updated Loan information; and
o Detailed Payment and Delinquency information
o The Servicers will provide Updated Property Operating and Occupancy
Information to Certificateholders via the Trustee's website at
www.ctslink.com/cmbs
BOND INFORMATION:
o Bond Cashflows are expected to be modeled by:
o TREPP (via Bloomberg);
o CONQUEST at www.cmbs.com; and
o INTEX
LEHMAN AGGREGATE BOND INDEX:
o It is expected that this transaction will be included in the Lehman
Aggregate Bond Index
(1) Excluding Residential Cooperatives.
(2) Excluding Residential Cooperatives, which are structured as single
purpose entities and are required to maintain internal reserves equal to not
less than 10% of annual maintenance.
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
III. EXECUTIVE SUMMARY
<TABLE>
<CAPTION>
APPROXIMATE
INITIAL % OF ASSUMED
CERTIFICATE AGGREGATE INITIAL WEIGHTED ASSUMED RATED
BALANCE OR INITIAL APPROXIMATE PASS- AVERAGE ASSUMED FINAL FINAL
RATING(A) NOTIONAL CERTIFICATE CREDIT THROUGH LIFE PRINCIPAL DISTRIBUTION DISTRIBUTION
CLASS FITCH/S&P BALANCE(B) BALANCE SUPPORT DESCRIPTION RATE (YEARS)(c) WINDOW DATE(D) DATE(E)
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A-1 AAA/AAA $184,200,000 16.565% 22.509% Fixed % July 2008 April 2062
----------------------------------------------------------------------------------------------------------------------------------
A-2 AAA/AAA $677,500,000 60.926% 22.509% Fixed % April 2010 April 2062
----------------------------------------------------------------------------------------------------------------------------------
Weighted
Average Net
Mortgage Rate
B AA/AA $50,100,000 4.505% 18.004% minus % %(g) May 2010 April 2062
----------------------------------------------------------------------------------------------------------------------------------
Weighted
Average Net
Mortgage Rate
C A/A $44,500,000 4.002% 14.002% minus % %(g) May 2010 April 2062
----------------------------------------------------------------------------------------------------------------------------------
Weighted
Average Net
Mortgage Rate
D A-/A- $15,300,000 1.376% 12.626% minus % %(g) May 2010 April 2062
----------------------------------------------------------------------------------------------------------------------------------
Private Certificates(h)
----------------------------------------------------------------------------------------------------------------------------------
(Component
Structure)
Interest
A-X AAA/AAAr $1,111,999,815 NAP NAP Only %(f) September 2024 April 2062
----------------------------------------------------------------------------------------------------------------------------------
Weighted
Average Net
Mortgage
E BBB/BBB $29,100,000 2.617% 10.009% Rate %(g) May 2010 April 2062
----------------------------------------------------------------------------------------------------------------------------------
Weighted
Average Net
Mortgage
F BBB-/BBB- $13,900,000 1.250% 8.759% Rate %(g) May 2010 April 2062
----------------------------------------------------------------------------------------------------------------------------------
G BB+/BB+ $30,600,000 2.752% 6.007% Fixed % June 2010 April 2062
----------------------------------------------------------------------------------------------------------------------------------
H BB/BB $12,500,000 1.124% 4.883% Fixed % June 2010 April 2062
----------------------------------------------------------------------------------------------------------------------------------
J BB-/BB- $9,800,000 0.881% 4.002% Fixed % June 2010 April 2062
----------------------------------------------------------------------------------------------------------------------------------
K B+/B+ $11,100,000 0.998% 3.004% Fixed % June 2010 April 2062
----------------------------------------------------------------------------------------------------------------------------------
L B/B $9,700,000 0.872% 2.131% Fixed % October 2011 April 2062
----------------------------------------------------------------------------------------------------------------------------------
M B-/NR $8,400,000 0.755% 1.376% Fixed % July 2014 April 2062
----------------------------------------------------------------------------------------------------------------------------------
N NR/NR $15,299,815 1.376% 0.000% Fixed % September 2024 April 2062
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Ratings shown are those of Fitch, Inc.("Fitch") and/or Standard and Poor's
Ratings Services ("S&P"), respectively. Classes marked "NR" will not be
rated by the applicable ratingagency.
(b) The principal or notional balance of any class may be changed by up to 5%.
(c) This is the average amount of time in years between the closing date and
the payment of each dollar of principal. The Class A-X Certificates do not
have a principal balance and do not receive principal distributions; the
weighted average life of this class is based on its notional amount, which
will decrease as the principal balances of the other classes decrease.
(d) This date was calculated assuming, among other things, that there are no
voluntary or involuntary prepayments. There may be some voluntary and/or
involuntary prepayments.
(e) This date was set at two years after the latest maturity date of any
mortgage loan which is not a balloon loan or, for any balloon loan, the
date upon which it would be deemed to mature in accordance with its
original amortization schedule absent its balloon payment.
(f) This pass-through rate will change from time to time based on the weighted
average of the component rates. (g) This pass-through rate may change based
on the weighted average net mortgage rate.
(h) Not offered hereby.
The Class V-1, Class V-2, Class R and Class LR Certificates are not represented
in this table.
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
IV. PREPAYMENT PREMIUM ALLOCATION
FIXED PREPAYMENT PREMIUMS:
o Fixed Prepayment premiums will be distributed on each Distribution
Date as follows:
o 25% will be distributed to the Class A-1, A-2, B, C, D, E and
F Certificates, pro rata, based upon the amount of principal
distributable to each such Class; and
o 75% will be distributed to the Class A-X Certificates.
YIELD MAINTENANCE PREPAYMENT PREMIUMS:
o Yield Maintenance Prepayment Premiums will be distributed on each
Distribution Date as follows:
o A portion (based on the Base Interest Fraction described
below) will be delivered to the Class A-1, A-2, B, C, D, E and
F Certificates, pro rata, based upon the amount of principal
distributable to each such Class; and
o The remainder will be distributed to Class A-X Certificates.
o With respect to each Class of Certificates, the "Base Interest
Fraction" is a fraction having:
o A numerator equal to the excess of the Pass-Through Rate on
such Class of Certificates over the discount rate used in
calculating the yield maintenance charge; and
o A denominator equal to the excess of the mortgage rate of the
prepaid loan over such discount rate.
YIELD MAINTENANCE PREPAYMENT PREMIUM EXAMPLE:
o The following is an example of the Yield Maintenance Prepayment
Premium/Allocation described above based on the information
contained herein and the following assumptions:
o Two Classes of Certificates: Class A-1 and A-X
o The characteristics of the Mortgage Loan being prepaid are as
follows:
-Loan Balance: $10,000,000
-Mortgage Rate: 8.0%
-Maturity Date: 10 years (August 1, 2010)
-The Discount Rate is equal to 5.75%
-The Class A-1 Pass-Through Rate is equal to 7.00%
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-X
METHOD CERTIFICATES CERTIFICATES
--------------------------------------------------------------------------------------------
<S> <C> <C>
(Class A-1 Pass Through Rate - Yield Rate) (7.00%-5.75%) (100.00%-55.56%)
------------------------------------------ -------------
(Mortgage Rate - Yield Rate) (8.00%-5.75%)
Prepayment Premium Allocation 55.56% 44.44%
</TABLE>
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
V. ADDITIONAL DEAL FEATURES
PREPAYMENT INTEREST SHORTFALLS:
o Any Prepayment Interest Shortfalls that are not offset by the
Servicing Fee and interest accrued on such prepayments from the
date of prepayment will be allocated pro rata to each Class of
Certificates in proportion to the amount of interest accrued on
such Class on such Distribution Date.
CONTROLLING CLASS:
o The most subordinate Class of Certificates then outstanding that
has a principal balance at least equal to 25% of the initial
principal balance of such Class; or
o If no such Class exists, the most subordinate Class then
outstanding.
SPECIAL SERVICERS / LOAN MODIFICATIONS:
o The Special Servicers will be responsible for servicing loans that,
in general, are in default or are in imminent default and for
administering REO Properties. The Special Servicers may (if in
their sole good faith and reasonable judgement, the Special
Servicers believe such action would maximize the recovery to the
Certificateholders on a present value basis):
o Modify such loans
o Extend the date on which any Balloon Payment o is scheduled to
be due (but not beyond the date three years prior to the Rated
Final Distribution Date).
o Generally, the Special Servicers will be permitted to modify, waive
or amend any term of a non-defaulted loan, provided such
modification, waiver or amendment will not:
o Affect the amount or timing of any payments under the loan;
o Affect the obligation of the borrower to pay a prepayment
premium or yield maintenance prepayment premium or permit a
prepayment during a lockout period;
o Result in a release of the lien of the related mortgage on any
material portion of the mortgaged property without a
corresponding principal prepayment; or
o Materially impair the security for the loan or reduce the
likelihood of timely payment of amounts due thereon.
PRINCIPAL & INTEREST ADVANCES:
o The Master Servicers, will generally be required to advance
delinquent scheduled payments of principal and interest on the
Mortgage Loans (excluding any balloon payments, default interest or
excess interest) and other required amounts through liquidation,
subject to a recoverability standard. BNY Asset Solutions LLC will
be responsible to advance delinquent scheduled payments of
principal and interest on the 1211 Avenue of the Americas Loan
through maturity.
o In the event that the Master Servicers fail to make a required
advance of delinquent scheduled payments of principal and interest,
the Trustee will be obligated to make the advance.
OPTIONAL TERMINATION:
o At any time the Trust Fund Balance is equal to or less than 1% of
the original Trust Fund loan balance, the Trust Fund may be
terminated and the Certificates retired at the option of:
o The Sellers; or, if they decline,
o The majority holder of the Controlling Class; or, if it
declines,
o The Special Servicers; and lastly, the Servicers.
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
----------------------------------------------------
A-X
A-1
A-1
A-2
A-2
A B
P B
P C
L C C
I A D
E S D [A graphic was omitted that consisted of
D H E a horizontal bar graph illustrating the
E interest payments and principal windows
L F F of each class of certificates.]
O L F
S O G
S W G
E H
S H
J
J
K
K
L
L
M
M
N
N
----------------------------------------------------
0 50 100 150 200 250 300
[ ] Interest
[ ] Principal
(1) The Class A-1, A-2 and A-X certificates will be paid interest on a pro
rata basis.
(2) The above analysis is based on the Maturity Assumptions and a 0% CPR as
described in the Prospectus Supplement.
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
[A graphic was omitted that consisted of a map of the United States that
illustrated the number of properties in each state and their respective
percentage of the Initial Pool Balance by state.]
LOCATION - % BY TOTAL PRINCIPAL BALANCE
Massachusetts Kentucky Washington
6 properties 1 property 6 properties
$60,604,995 $11,421,508 $99,314,534
5.5% of total 1.0% of total 8.9% of total
Connecticut Alabama Montana
1 property 2 properties 1 property
$8,670,771 $26,927,105 $12,671,976
0.8% of total 2.4% of total 1.1% of total
New York Kansas Minnesota
100 properties 6 properties 1 property
$269,744,409 $25,132,247 $2,958,782
24.3% of total 2.3% of total 0.3% of total
New Jersey Oklahoma Illinois
6 properties 1 property 3 properties
$28,982,426 $2,757,787 $3,015,297
2.6% of total 0.2% of total 0.3% of total
Maryland Texas Michigan
2 properties 18 properties 4 properties
$8,460,793 $72,906,629 $32,592,113
0.8% of total 6.6% of total 2.9% of total
Washington, DC New Mexico Indiana
3 properties 1 property 1 property
$51,627,624 $7,493,175 $29,847,318
4.6% of total 0.7% of total 2.7 of total
Virginia Colorado Ohio
3 properties 1 property 2 properties
$20,920,529 $1,967,606 $9,625,606
1.9% of total 0.2% of total 0.9% of total
North Carolina Arizona Pennsylvania
3 properties 5 properties 4 properties
$11,704,892 $9,271,649 $30,398,332
1.1% of total 0.8% of total 2.7% of total
South Carolina California New Hampshire
1 property 17 properties 1 property
$3,241,926 $141,336,965 $4,970,597
0.3% of total 12.7% of total 0.4% of total
Georgia Nevada Hawaii
8 properties 2 properties 4 properties
$33,364,644 $6,313,632 $24,972,537
3.0% of total 0.6% of total 2.2% of total
Florida Oregon
12 properties 1 property
$56,030,518 $2,730,895
5.0% of total 0.2% of total
-------------------------------------------------------------------------
[ ] [is less than] 1.00% of Cut-Off Date Allocated Loan Amount
[ ] 1.01% - 5.99% of Cut-Off Date Allocated Loan Amount
[ ] 6.00% - 9.99% of Cut-Off Date Allocated Loan Amount
[ ] [is greater than] 9.99% of Cut-Off Date Allocated Loan Amount
-------------------------------------------------------------------------
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
[A graphic was omitted that consisted of a pie graph that demonstrated the
property type percentage by total principal balance.]
PROPERTY TYPE - % BY TOTAL PRINCIPAL BALANCE
LESS THAN 2%
Mobile Home Park 1.64%
Unanchored Retail 1.60%
Limited Service Lodging 1.28%
Extended Stay Lodging 1.28%
Assisted Living 1.29%
Self Storage 0.47%
FULL SERVICE LODGING 5.90%
MUTLIFAMILY 8.11%
INDUSTRIAL 9.40%
MIXED USE 9.82%
COOPERATIVE RESIDENTIAL 12.06%
ANCHORED RETAIL 19.50%
OFFICE 27.70%
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
<TABLE>
MORTGAGE LOAN, CREDIT AND CALL PROTECTION BY PROPERTY TYPE
<CAPTION>
PERCENT
CUT-OFF DATE OF WTD. AVG. WTD. AVG. RATIO OF
PRINCIPAL TOTAL WTD. AVG. WTD. AVG. WTD. AVG. REMAINING REMAINING LO & YM
PROPERTY TYPE BALANCE BALANCE COUPON DSCR LTV LO & YM (MOS) TERM (MOS) TO TERM
------------- ------- ------- ------ ---- --- ------------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OFFICE $308,008,141 27.7% 8.201% 1.62x 58% 108 115 93.6%
RETAIL $233,747,577 21.0% 7.966% 1.28x 74% 102 109 93.6%
COOPERATIVE $134,109,511 12.1% 8.010% 6.06x 27% 119 128 92.7%
MIXED USE $109,183,685 9.8% 8.157% 1.33x 67% 99 103 96.1%
INDUSTRIAL $104,556,649 9.4% 8.327% 1.27x 68% 114 118 96.2%
HOSPITALITY $94,464,680 8.5% 9.029% 1.51x 61% 109 113 96.3%
MULTIFAMILY $90,171,400 8.1% 8.402% 1.30x 72% 111 116 95.9%
OTHER $37,758,133 3.4% 8.379% 1.27x 66% 108 114 95.3%
(Assisted Living, Mobile
Home, Self Storage)
TOTAL/AVG $1,111,999,815 100.0% 8.229% 1.97X 61% 108 114 94.4%
</TABLE>
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
CALL PROTECTION BY PREPAYMENT RESTRICTION CATEGORIES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
100%
90%
80%
70% [A graphic was omitted that consisted of a
60% vertical bar graph that demonstrated the call
50% protection by prepayment restriction categories.]
40%
30%
20%
10%
0%
--------------------------------------------------------------------------------
Jul-00 Jul-01 Jul-02 Jul-03 Jul-04 Jul-05 Jul-06 Jul-07 Jul-08 Jul-09 Jul-10
</TABLE>
[ ] Lockout/Defeasance [ ] Yield Maintenance [ ] Percentage Penalty [ ] Open
Note: May not add up to 100% due to rounding.
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$1,111,999,815 (approximate)
CREDIT FIRST Credit Suisse First Boston Mortgage Securities Corp. NCB
SUISSE BOSTON MORGAN STANLEY DEAN WITTER Commercial Mortgage Pass-Through Certificates National Cooperative Bank
Series 2000 - C1
</TABLE>
COLLATERAL SUMMARY
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
| Run Date: 07/13/10 20.51.16 |Orig Amort Term Count Pct |Loan Type Count Pct|Seller Count Pct
| Cut-off Balance: 1,111,999,815 |--------------- ----- --- |--------- ----- ---|------ ----- ---
| Date of Balances: 07/11/00 | 7+ - 10 years 5 .06 |Fixed Rate 211 100.00| CSFB 77 63.53
| Loan Count: 211 |10+ - 15 years 24 1.81 |---------- ---------------| MSDW 41 24.80
| Avg Balance: 5,270,141 |15+ - 20 years 13 2.08 | | NCB 93 11.68
| Max Balance: 54,245,305 |20+ - 25 years 37 22.97 |Amort Type Count Pct|-------------------------------------
| Min Balance: 97,354 |25+ - 30 years 112 69.18 |---------- ----- ---|
| Gross WAC: 8.229 |30+ - 40 years 13 2.10 |Balloon 108 33.18|Property Type Pr Cnt Pct
| Seasoning(Yrs): .74 |Over 40 years 7 1.81 |Full Am 36 3.68|------------- ------ ---
| Rem Term (Yrs): 9.54 |Wtd Avg Orig Amort Term: 29.02 |Hyper Am 67 63.14|Office 25 27.70
| -------------------------------|------------------------------ |---------- ---------------|Retail 33 21.02
| | | |Cooperative Residential 95 12.06
| Curr Gross Coupon Count Pct |Seasoning Term Count Pct |LTV Count Pct|Mixed Use 12 9.82
| ----------------- ----- --- |-------------- ----- --- |--- ----- ---|Industrial 14 9.40
| 6.00% - 6.99% 7 1.37 |12 Mos or less 176 73.16 |50.00% or less 90 15.61|Lodging 15 8.50
| 7.00% - 7.49% 24 12.54 |1+ - 2 years 33 22.37 |50.01% - 60.00 26 18.66|Multifamily 23 8.11
| 7.50% - 7.99% 47 22.45 |2+ - 3 years 2 4.48 |60.01% - 70.00 31 26.87|Mobile Home Park 5 1.64
| 8.00% - 8.49% 61 28.86 |Wtd Avg. Seas Term: .74 |70.01% - 75.00 42 26.97|Assisted Living 3 1.29
| 8.50% - 8.99% 47 22.22 |-------------------------------|75.01% - 80.00 22 11.90|Self Storage 2 .47
| 9.00% - 9.49% 20 11.05 | |Wtd Avg LTV: 61.03|
| 9.50% - 9.99% 5 1.52 |Remaining Term Count Pct |----------------------------|TOTAL
| Wtd Avg. Current Coupon 8.229 |-------------- ----- --- | | 227 100.01
| -------------------------------|4+ - 5 years 1 .30 |UW DSCR Count Pct|-------------------------------------
| |5+ - 7 years 1 1.10 |------- ----- ---|
| Curr Balance (000) Count Pct |7+ - 10 years 175 94.68 |1.10x - 1.19 8 2.55|Location > 1% Pr Cnt Pct
| ------------------ ----- --- |10+ - 15 years 25 1.97 |1.20x - 1.24 21 19.21|------------- ------ ---
| $ 500 or less 34 .79 |15+ - 20 years 7 99 |1.25x - 1.29 24 13.53|New York 100 24.26
| $ 500+ - 1,000 20 1.31 |20+ - 25 years 2 .96 |1.30x - 1.39 35 25.21|California 17 12.71
| $ 1,000+ - 2,000 39 5.25 |Wtd Avg. Remaining Term 9.54 |1.40x - 1.49 13 13.70|Washington 6 8.93
| $ 2,000+ - 3,000 33 7.36 |Antic Repay Term for Hyper Am |1.50x - 1.99 19 10.25|Texas 18 6.56
| $ 3,000+ - 4,000 15 4.66 |______________________________ |2.00x and over 91 15.54|Massachusetts 6 5.45
| $ 4,000+ - 5,000 12 4.92 | |Wtd Avg DSCR: 1.97|Florida 12 5.04
| $ 5,000+ - 7,500 22 12.30 | |----------------------------|Washington DC 3 4.64
| $ 7,500+ - 10,000 10 7.67 | | |Georgia 8 3.00
| $10,000+ - 15,000 9 9.78 | | |Michigan 4 2.93
| $15,000+ - 20,000 3 5.07 | | |Pennsylvania 4 2.73
| $20,000+ - 30,000 8 16.84 | | |Indiana 1 2.68
| $30,000+ - 40,000 2 6.91 | | |New Jersey 6 2.61
| $40,000+ - 50,000 3 12.27 |------------------------------ | |Alabama 2 2.42
| $50,000+ - 75,000 1 4.88 | | |Kansas 6 2.26
| Avg Curr Balance: $ 5,270,141 | | |Hawaii 4 2.25
| -------------------------------| | |Virginia 3 1.88
| | | |Montana 1 1.14
| Top 3 Loans: 14.4 | | |North Carolina 3 1.05
| | | |Kentucky 1 1.03
| -------------------------------| | |-------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
[MORGAN STANLEY DEAN WITTER LOGO]
[CREDIT SUISSE FIRST BOSTON LOGO] [NATIONAL COOPERATIVE BANK LOGO]
$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THE SELIG LOANS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
////////////////////////////// LOAN INFORMATION //////////////////////////////
--------------------------------------------------------------------------------
PRINCIPAL BALANCE(1): ORIGINAL CUT-OFF DATE
-------- ------------
$ 62,850,000 $62,411,711
ORIGINATION DATE: April 27, 1999
INTEREST RATE: 7.99%
AMORTIZATION: 360 months
ARD: May 11, 2009
ARD BALANCE: $56,443,363
HYPERAMORTIZATION: After the ARD, the interest rate increases
by 2.00% to 9.99% and all excess cash flow
is used to reduce the outstanding principal
balance; the additional 2% interest is
deferred until the principal balance is zero
MATURITY DATE: May 11, 2029
BORROWER (SPECIAL Selig Real Estate Holdings Eleven, L.L.C.,
PURPOSE ENTITY): and Selig Real Estate Holdings Sixteen,
L.L.C., single asset entities the boards of
both of which contain an independent
director; a non-consolidation opinion was
obtained in connection with origination
CALL PROTECTION: Two-year prepayment lockout from the date of
securitization with U.S. Treasury defeasance
thereafter until two months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT(1): $125
UP-FRONT RESERVES(1): Cap Ex: $19,250
TI & LC: $350,000
ONGOING RESERVES(1): CapEx(2): Yes
TI & LC(2): Yes
Real Estate Taxes &
Insurance Reserve(3): Yes
LOCKBOX: Hard
MEZZANINE: Yes
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
//////////////////////////// PROPERTY INFORMATION ////////////////////////////
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 2 Assets
PROPERTY TYPE: Office
LOCATION: Seattle, WA
YEAR BUILT/RENOVATED: 190 Queen Anne Bldg. 1974/1985
1986
1000 Second Ave.
OCCUPANCY (4): 190 Queen Anne Bldg. 99%
1000 Second Ave. 98%
THE COLLATERAL: One 40-story office building and one 5-story
office building
FEE OR LEASEHOLD: Fee
1000 2ND AVE LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
U.S. Customs 52,604 12.6% 3/31/01
Immune Corporation 33,130 8.0% 12/31/03
Washington Mutual 15,367 3.7% 7/31/00
190 QUEEN ANNE LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
The Dial 33,844 41.2% 4/26/05
Seattle Super Sonics 19,045 23.2% 7/31/00(5)
KSR Radio 14,217 17.3% 7/31/00(5)
SQUARE FOOTAGE(1): 498,875
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING
INCOME(1): $7,773,385
UNDERWRITTEN NET CASH
FLOW(1): $8,249,516
APPRAISED VALUE(1): $95,800,000
CUT-OFF DATE LTV(1): 65.2%
ARD LTV(1): 58.9%
DSCR(1): 1.49
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
(1) For the Selig Loans in the aggregate.
(2) The Selig Borrowers are required to escrow $55,833.33 on a monthly basis
($1.34/SF annually) into a tenant improvement and leasing commission reserve
and $8,143.00 on a monthly basis ($0.20/SF annually) into a CapEx reserve.
(3) The Selig Borrowers are required to make monthly payments into a tax and
insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof.
(4) Occupancy is based on the June 2, 2000 rent rolls for 1000 2nd Avenue and
the May 8, 2000 rent roll for 190 Queen Anne.
(5) The Selig Borrower has pre-leased the space with respect to this property
pursuant to signed leases with third parties at rent above the current rent.
<PAGE>
--------------------------------------------------------------------------------
[MORGAN STANLEY DEAN WITTER LOGO]
[CREDIT SUISSE FIRST BOSTON LOGO] [NATIONAL COOPERATIVE BANK LOGO]
$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1211 AVENUE OF THE AMERICAS LOAN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
////////////////////////////// LOAN INFORMATION //////////////////////////////
--------------------------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
-------- ------------
$50,000,000 $50,000,000
ORIGINATION DATE: April 5, 2000
INTEREST RATE: 7.75%
AMORTIZATION: 300 months (after 5 years of interest only)
ARD: April 9, 2010
ARD BALANCE: $42,687,901
HYPERAMORTIZATION: After the ARD, the interest rate increases
by 2.00% to 9.75% and a pro rata portion of
all excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest is deferred until the
principal balance is zero
MATURITY DATE: April 9, 2030
BORROWER (SPECIAL JT 1211, L.P., general partner of which is
PURPOSE ENTITY): a special purpose entity, the board of which
contains two independent directors; a
non-consolidation opinion was obtained in
connection with origination
CALL PROTECTION: Two-year prepayment lockout from the date of
securitization with U.S. Treasury defeasance
thereafter until six months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT(3): $104
UP-FRONT RESERVES(4): CapEx: $142,750
TI & LC: $5,824,949
Free Rent Escrow Fund: $10,684,008
ONGOING RESERVES(4): CapEx(1): Yes
TI & LC(1): Yes
Real Estate Taxes &
Insurance Reserve(2): Yes
LOCKBOX: Hard
MEZZANINE: No
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
//////////////////////////// PROPERTY INFORMATION ////////////////////////////
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
LOCATION: New York, NY
YEAR BUILT/RENOVATED: 1973/1995
OCCUPANCY(5): 100%
THE COLLATERAL: 44-story office building
FEE OR LEASEHOLD: Fee
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
News Corp 652,874 35.5% 11/01/15
Chase Manhattan 471,675 25.6% 3/31/10
CIT 180,830 9.8% 12/31/08
SQUARE FOOTAGE(4): 1,839,384
PROPERTY MANAGEMENT: Rockefeller Group Management (day-to-day
management)
Kennedy-Wilson (leasing management)
1999 NET OPERATING
INCOME(4): $40,260,000
UNDERWRITTEN NET CASH
FLOW(4): $48,319,000
APPRAISED VALUE(4): $695,000,000
CUT-OFF DATE LTV(3): 27.5%
ARD LTV(3): 25.3%
DSCR(3): 2.79
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
(1) The 1211 Avenue of the Americas Borrower is required to escrow $61,541.67 on
a monthly basis ($0.40/SF annually) into a CapEx reserve.
(2) The 1211 Avenue of the Americas borrower is required to make monthly
payments into a tax and insurance escrow fund in an amount sufficient to
accumulate funds needed to pay (i) all taxes prior to their respective due
dates and (ii) insurance premiums prior to the expiration thereof.
(3) Calculated based upon the 1211 Avenue of the Americas Loan plus the 1211
Avenue of the Americas Component A.
(4) Calculated based upon the 1211 Avenue of the Americas Whole Loan.
(5) Occupancy is based on the April 1, 2000 rent roll.
<PAGE>
--------------------------------------------------------------------------------
[MORGAN STANLEY DEAN WITTER LOGO]
[CREDIT SUISSE FIRST BOSTON LOGO] [NATIONAL COOPERATIVE BANK LOGO]
$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
IPC RETAIL PORTFOLIO/NORMANDIE VILLAGE LOAN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
////////////////////////////// LOAN INFORMATION //////////////////////////////
--------------------------------------------------------------------------------
PRINCIPAL BALANCE(1): ORIGINAL CUT-OFF DATE
-------- ------------
$49,081,603 $48,165,130
ORIGINATION DATE: May 19, 1998 and September 1, 1998
INTEREST RATE: IPC Retail: 7.25%
Normandie Village Note A: 6.66%
Normandie Village Note B: 6.66%
AMORTIZATION: IPC Retail: 360 months
Normandie Village Note A: 357 months
Normandie Village Note B: 357 months
ARD: June 11, 2008
ARD BALANCE: $43,023,558
HYPERAMORTIZATION: After the ARD, the interest rate increases
by 2.00% to 9.25% and 8.66% and all excess
cash flow is used to reduce the outstanding
principal balances; the additional 2%
interest is deferred until the principal
balance is zero
MATURITY DATE: June 11, 2028
BORROWER (SPECIAL IPC Retail Properties, LLC, and Normandie
PURPOSE ENTITY): Village Associates, L.P., managing member of
a managing member of each of which is a
special purpose entity, the board of which
contains an independent director;
non-consolidation opinions were obtained in
connection with origination
CALL PROTECTION: Two-year prepayment lockout from the date of
securitization with U.S. Treasury defeasance
thereafter until six months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT: $63
UP-FRONT RESERVES(1): CapEx(4): $687,130
ONGOING RESERVES(1): CapEx(2): Yes
TI & LC(2): Yes
Real Estate Taxes &
Insurance Reserve(3): Yes
LOCKBOX: Hard
PARTIAL DEFEASANCE: Yes; Release Price of 125% of Property
Release Amount
MEZZANINE: No
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
//////////////////////////// PROPERTY INFORMATION ////////////////////////////
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 5 Assets
PROPERTY TYPE: Retail
LOCATION: Walpole, MA/Louisville, KY/Wichita, KS
PROPERTY YEAR BUILT/RENOVATED OCCUPANCY(5)
-------- -------------------- ------------
Walpole Mall 1972/1998 97.0%
Comotara 1998 100.0%
Brittany 1984 89.0%
Hurstbourne Forum 1986/1998 88.0%
Normandie Village 1968/1998 96.0%
THE COLLATERAL: Five retail properties
FEE OR LEASEHOLD: Fee
WALPOLE MALL LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
Bradlees 102,445 36.3% 10/30/04
Office Max 28,427 10.1% 1/31/10
Barnes & Noble 27,831 9.9% 9/30/13
COMOTARA LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
Olive Tree 20,000 36.0% 7/31/06
Prairie View 7,615 13.7% 12/31/01
Old English Pine 6,253 11.3% 3/31/01
BRITTANY LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
Hobby Lobby 40,218 19.9% 10/31/03
American Drug 25,535 12.6% 5/25/05
Triathlon Broadcasting 13,920 6.9% 3/5/05
HURSTBOURNE FORUM LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
Cherry House 27,776 20.4% 1/31/08
Contemporary Galleries 18,917 13.9% 4/30/05
Jos. A Banks 8,084 5.9% 1/31/04
NORMANDIE VILLAGE LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
Star Lumber 27,104 29.7% 2/28/08
Gessler Drug 10,778 11.8% 6/30/03
Whole Foods 4,230 4.6% 11/30/04
SQUARE FOOTAGE(1): 766,467
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING
INCOME(1): $6,416,893
UNDERWRITTEN NET CASH
FLOW(1): $5,324,330
APPRAISED VALUE(1): $64,600,000
CUT-OFF DATE LTV(1): 74.6%
ARD LTV(1): 66.6%
DSCR(1): 1.33
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
(1) For the IPC Retail Portfolio/Normandie Village Properties in the aggregate.
(2) The IPC Retail Portfolio/Normandie Borrower is required to escrow $25,484 on
a monthly basis ($0.40/SF annually) into a tenant improvement and leasing
commission reserve and $10,223 on a monthly basis ($0.16/SF annually) into a
CapEx reserve (an additional amount up to $6,738 per month is required to be
deposited from any excess cashflow (net of debt service and other required
reserves) into an additional CapEx reserve).
(3) The IPC Retail Portfolio/Normandie Village Borrower is required to make
monthly payments into a tax and insurance escrow fund in an amount
sufficient to accumulate funds needed to pay (i) all taxes prior to their
respective due dates and (ii) insurance premiums prior to the expiration
thereof pay all taxes and insurance premiums 30 days before they become due.
(4) To be applied to fund renovations at the Hurstbourne Forum Property, as
approved by the Lender.
(5) Occupancy is based on the February 1, 2000 rent roll.
<PAGE>
--------------------------------------------------------------------------------
[MORGAN STANLEY DEAN WITTER LOGO]
[CREDIT SUISSE FIRST BOSTON LOGO] [NATIONAL COOPERATIVE BANK LOGO]
$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
HASTINGS VILLAGE SHOPPING CENTER LOAN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
////////////////////////////// LOAN INFORMATION //////////////////////////////
--------------------------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
-------- ------------
$44,000,000 $44,000,000
ORIGINATION DATE: March 31, 2000
INTEREST RATE: 8.13%
AMORTIZATION: 360 months
ARD: April 11, 2010
ARD BALANCE: $40,110,523
HYPERAMORTIZATION: After the ARD, the interest rate increases
by 2.00% to 10.13% and all excess cash flow
is used to reduce the outstanding principal
balance; the additional 2% interest is
deferred until the principal balance is zero
MATURITY DATE: April 11, 2031
BORROWER (SPECIAL
PURPOSE ENTITY): Hastings Village Investment Company L.P.,
general partner of which is a special
purpose entity, the board of which contains
an independent director; a non-consolidation
opinion was obtained in connection with the
origination
CALL PROTECTION: Two-year prepayment lockout from the date of
securitization with U.S. Treasury defeasance
thereafter until three months prior to the
ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT: $142
UP-FRONT RESERVES: CapEx: $33,125
ONGOING RESERVES: CapEx(2): Yes
TI & LC(2): Yes
Real Estate Taxes &
Insurance
Reserve(1): Yes
Ground Lease: Yes
LOCKBOX: Hard
MEZZANINE: No
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
//////////////////////////// PROPERTY INFORMATION ////////////////////////////
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Retail
LOCATION: Pasadena, CA
YEAR BUILT/RENOVATED: 1998
OCCUPANCY(3): 98%
THE COLLATERAL: 16-building anchored retail center
FEE OR LEASEHOLD: Fee and Leasehold
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
Best Buy 46,525 15.0% 9/30/13
Sears Homelife 42,625 13.8 12/3/09
Chick's Sporting Goods 42,576 13.8 11/5/18
SQUARE FOOTAGE: 309,486
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING INCOME: $3,979,493
UNDERWRITTEN NET CASH FLOW: $4,741,440
APPRAISED VALUE: $56,000,000
CUT-OFF DATE LTV: 78.6%
ARD LTV: 71.6%
DSCR: 1.21
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
(1) The Hastings Village Shopping Center Borrower is required to make monthly
payments into a tax and insurance escrow fund in an amount sufficient to
accumulate funds needed to pay (i) all taxes prior to their respective due
date and (ii) insurance premiums prior to the expiration thereof.
(2) The Hastings Village Shopping Center Borrower is required to escrow
$5,603.50 on a monthly basis ($0.22/SF annually) into a tenant improvement
and leasing commission reserve, $3,862.50 on a monthly basis ($0.15/SF
annually) into a CapEx reserve and $4,560.00 on a monthly basis into a
Ground Lease Escrow Fund.
(3) Occupancy is based on the March 1, 2000 rent roll.
<PAGE>
--------------------------------------------------------------------------------
[MORGAN STANLEY DEAN WITTER LOGO]
[CREDIT SUISSE FIRST BOSTON LOGO] [NATIONAL COOPERATIVE BANK LOGO]
$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CRYSTAL PAVILION/PETRY BUILDING LOAN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
////////////////////////////// LOAN INFORMATION //////////////////////////////
--------------------------------------------------------------------------------
PRINCIPAL BALANCE(1): ORIGINAL CUT-OFF DATE
-------- ------------
$40,000,000 $39,892,258
ORIGINATION DATE: June 15, 1998
INTEREST RATE: 7.325%
AMORTIZATION: 348 months
ARD: July 15, 2008
ARD BALANCE(1): $35,256,327
HYPERAMORTIZATION: After the ARD, the interest rate increases
by 2.00% to 9.325% and a pro rata portion of
all excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest is deferred until the
principal balance is zero
MATURITY DATE: July 11, 2028
BORROWER (SPECIAL Madison Third Building Companies LLC, the
PURPOSE ENTITY): managing member of which is a special
purpose entity, the board of which contains
an independent director; a non-consolidation
opinion was obtained in connection with
origination
CALL PROTECTION: Two-year prepayment lockout from the date of
securitization with U.S. Treasury defeasance
thereafter until two months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT(6): $137
UP-FRONT RESERVES(6): CapEx: $135,063
Environmental: $7,500
ONGOING RESERVES(6): CapEx(3): Yes
TI & LC(3): Yes
Real Estate Taxes &
Insurance
Reserve(4): Yes
LOCKBOX: Hard
PARTIAL DEFEASANCE: Yes; Release Price of 125% of Property
Release Amount
MEZZANINE: Yes
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
//////////////////////////// PROPERTY INFORMATION ////////////////////////////
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 2 Assets
PROPERTY TYPE: Office
LOCATION: New York, NY
YEAR BUILT/RENOVATED: Crystal Pavilion 1983/1995
Petry Building 1959/1986
OCCUPANCY(5): Crystal Pavilion 99%
Petry Building 96%
THE COLLATERAL: Two office buildings
FEE OR LEASEHOLD: Fee
CRYSTAL PAVILION: LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
Bozell Inc. 235,021 39.6% 6/30/07
Baker & MacKenzie 77,701 13.0% 6/30/08
Andrews & Kurth, LLP 23,500 4.0% 7/31/03
PETRY BUILDING: LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
Petry T.V. 88,011 31.1% 12/31/15
The Gap Inc. 65,896 23.3% 12/31/06
Square Alphen 61,200 21.6% 6/30/08
SQUARE FOOTAGE(6): 876,625
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING
INCOME(6): $16,139,617
UNDERWRITTEN NET CASH
FLOW(6): $15,079,621
APPRAISED VALUE(6): $218,000,000
CUT-OFF DATE LTV(6): 54.9%
ARD LTV(6) (7): 49%
DSCR(6) (7): 1.48
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
(1) For the Crystal Pavilion/Petry Building Note A only.
(2) Existing notes in the aggregate original principal amount of $120,000,000
were consolidated on June 2, 1998. The consolidated note was split into the
Crystal Pavilion/Petry Building Note A, Crystal Pavilion/Petry Building Note
B Crystal Pavilion/Petry Building Note C and Crystal Pavilion/Petry Building
Note D as of April 11, 2000.
(3) The Crystal Pavilion/Petry Building Borrower is required to escrow
$193,741.09 on a monthly basis ($2.65/SF annually) into a tenant improvement
and leasing commission reserve and $14,587.27 on a monthly basis ($0.20/SF
annually) into a CapEx reserve.
(4) The Crystal Pavilion/Petry Building Borrower is required to make monthly
payments into a tax and insurance escrow fund in an amount sufficient to
accumulate funds needed to pay (i) all taxes prior to their respective due
dates and (ii) insurance premiums prior to the expiration thereof.
(5) Occupancy is based on the May 1, 2000 rent roll.
(6) Aggregate of Crystal Pavilion and Petry Building.
(7) Calculated based on the entire Crystal Pavilion/Petry Building Whole Loan.
<PAGE>
--------------------------------------------------------------------------------
[MORGAN STANLEY DEAN WITTER LOGO]
[CREDIT SUISSE FIRST BOSTON LOGO] [NATIONAL COOPERATIVE BANK LOGO]
$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
L'ENFANT LOAN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
////////////////////////////// LOAN INFORMATION //////////////////////////////
--------------------------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
------------------ -------- ------------
$37,500,000 $36,969,933
ORIGINATION DATE: September 18, 1998
INTEREST RATE: 7.64%
AMORTIZATION: 360 months
ARD: October 11, 2008
ARD BALANCE(1): $33,249,718
HYPERAMORTIZATION: After the ARD, the interest rate increases
by 2.00% to 9.64% and a pro rata portion of
all excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest is deferred until the
principal balance is zero
MATURITY DATE: October 11, 2028
BORROWER (SPECIAL PURPOSE Potomac Creek Associates, L.P., general
ENTITY): partner of which is a single purpose,
bankruptcy remote entity, the board of which
contains an independent director; a
non-consolidation opinion was obtained in
connection with origination
CALL PROTECTION: Two-year prepayment lockout from the date of
securitization with U.S. Treasury defeasance
thereafter until two months prior to the ARD
CUT-OFF DATE
LOAN PER UNIT(8): $133 on Office Component
$83,660 Per Room on Hotel Component
UP-FRONT RESERVES(8): CapEx: $10,000,000
Large Lease Escrow Fund: $8,000,000
Small Lease Escrow Fund: $2,000,000
ONGOING RESERVES(8): CapEx(2): Yes
Real Estate Taxes & Insurance
Reserve(3): Yes
Monthly Large Lease Escrow
Fund (per annum)(4): Yes
Monthly Small Lease Escrow
Fund (per annum)(5): Yes
LOCKBOX: Hard
MEZZANINE LOAN AND
PREFERRED EQUITY INTEREST: Yes
PARTIAL DEFEASANCE: Yes (Release price of 125% of Property
Release Amount).
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
//////////////////////////// PROPERTY INFORMATION ////////////////////////////
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 3 Assets
PROPERTY TYPE: Mixed Use
LOCATION: Washington, DC
YEAR BUILT/RENOVATED: L'Enfant--North Building 1968/1990
L'Enfant--East Building 1972/1990
L'Enfant--Center Building 1972/1990
OCCUPANCY(6): Office Component & Retail 93%
Hotel Component 77%
THE COLLATERAL: One office property (consisting of three
buildings) and one hotel
FEE OR LEASEHOLD: Fee and Leasehold(7)
LEASE
MAJOR TENANTS (OFFICE) NRSF % OF NRA EXPIRATION
---------------------- ---- -------- ----------
General Service
Administration 287,179 32.3% 06/30/01
Smithsonian 181,158 20.4% 04/30/03
U.S. Postal Service 139,270 15.7% 06/11/08
SQUARE FOOTAGE (OFFICE): 889,468
NUMBER OF ROOMS (HOTEL): 370
PROPERTY MANAGEMENT: Sarakreek Management Partners LLC (Office
Portion)
Loews Hotel, Inc. (Hotel Portion)
1999 NET OPERATING
INCOME(8): $20,289,597
UNDERWRITTEN NET CASH
FLOW(8): $17,748,918
APPRAISED VALUE: $226,000,000
CUT-OFF DATE LTV(8): 65.4%
ARD LTV(8): 58.9%
DSCR: 1.37
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
(1) For L'Enfant Note B-2 only.
(2) The L'Enfant Borrower is also required, to the extent that the deposit
balance falls below approximately $420,000, to make monthly deposits into
the replacement escrow fund in an amount equal to the greater of (i) $34,953
per month, and (ii) the amount per month required for the maintenance and
repair of the L'Enfant Property as determined by an engineering report
reasonably satisfactory to the CSFB Mortgage Loan Seller. As of the Cut-off
Date, $4,699,302 was on deposit in the capital expenditure reserve.
(3) The L'Enfant Borrower is required to make monthly payments into a tax and
insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof.
(4) The L'Enfant Borrower is required to fund such account monthly in the amount
of $83,333 until September 11, 2001.
(5) The L'Enfant Borrower is required to fund such account monthly in the amount
of $166,667 commencing on October 11, 2001.
(6) Occupancy is based on the May 1, 2000 rent roll for the office component and
on the L'Enfant Borrower's operating statement dated May 31, 2000 for the
hotel component.
(7) The L'Enfant Borrower has a lease with the District of Columbia
Redevelopment Land Agency for the portion of space over and under a street
that runs through the L'Enfant Property; such lease expires in 2064.
(8) Applies to L'Enfant Whole Loan.
<PAGE>
--------------------------------------------------------------------------------
[MORGAN STANLEY DEAN WITTER LOGO]
[CREDIT SUISSE FIRST BOSTON LOGO] [NATIONAL COOPERATIVE BANK LOGO]
$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THE CLAYPOOL EMBASSY SUITES LOAN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
////////////////////////////// LOAN INFORMATION //////////////////////////////
--------------------------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
-------- ------------
$30,000,000 $29,847,318
ORIGINATION DATE: December 15, 1999
INTEREST RATE: 8.85%
AMORTIZATION: 300 months
ARD: January 1, 2010
ARD BALANCE: $25,320,702
HYPERAMORTIZATION: After the ARD, the interest rate increases
to the greater of 13.85% and Treasury plus
5% and all excess cash flow is used to
reduce the outstanding principal balance;
the additional interest is deferred until
the principal balance is zero
MATURITY DATE: January 1, 2025
BORROWER (SPECIAL Claypool Holdings, LLC, a single member
LLC, the board of managers of which contains two
independent directors; a non-consolidation opinion
was obtained in connection with origination
PURPOSE ENTITY):
CALL PROTECTION: Two-year prepayment lockout from the date of
securitization with U.S. Treasury defeasance
thereafter until three months prior to the
ARD
CUT-OFF DATE
LOAN PER ROOM: $82,909
UP-FRONT RESERVES: Real Estate Tax: $272,595
ONGOING RESERVES: CapEx(1): Yes
TI & LC(1): Yes
Real Estate Tax(2): Yes
FF&E(3): No
LOCKBOX: Springing
MEZZANINE: No
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
//////////////////////////// PROPERTY INFORMATION ////////////////////////////
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Hotel
LOCATION: Indianapolis, IN
YEAR BUILT/RENOVATED: 1983/1995
OCCUPANCY(4): 71.3%
THE COLLATERAL: One hotel with three floors of office and
retail space
FEE OR LEASEHOLD: Fee
SQUARE FOOTAGE: 391,423
NUMBER OF ROOMS: 360
PROPERTY MANAGEMENT: Promus Hotels, Inc. (now Hilton Hotels
Corporation)
M.S. Management and Retail Associates
(Indiana), Inc. (for Ballroom and Retail
Space)
1999 NET OPERATING INCOME: $5,904,364
UNDERWRITTEN NET CASH FLOW: $4,730,075
APPRAISED VALUE: $53,000,000
CUT-OFF DATE LTV: 56.3%
ARD LTV: 47.8%
DSCR: 1.59
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
(1) The Claypool Borrower is required to escrow $2,667 on a monthly basis
($0.41/SF annually) for retail and office space into a tenant improvement
and leasing commission reserve and $1,000 on a monthly basis ($0.15/SF
annually) for retail and office space into a CapEx reserve. The balance of
the tenant improvement and leasing commission reserve is capped at $175,000.
(2) The Claypool Borrower is required to make monthly payments into a real
estate tax escrow fund in an amount sufficient to accumulate funds needed to
pay all taxes prior to their respective due date.
(3) The FF&E reserve fund requirement is waived so long as the Claypool Borrower
maintains a similarly funded account with the hotel management company.
(4) Occupancy is based on the Claypool Borrower's December 31, 1999 operating
statement and reflects average hotel occupancy for the preceding twelve
month period. According to a rent roll dated May 31, 2000, the retail/office
space is 98.2% occupied.
<PAGE>
--------------------------------------------------------------------------------
[MORGAN STANLEY DEAN WITTER LOGO]
[CREDIT SUISSE FIRST BOSTON LOGO] [NATIONAL COOPERATIVE BANK LOGO]
$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THE BMDC LOAN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
////////////////////////////// LOAN INFORMATION //////////////////////////////
--------------------------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
-------- ------------
$25,370,000.00 $25,306,142
ORIGINATION DATE: January 14, 2000
INTEREST RATE: 9.01%
AMORTIZATION: 360 months
ARD: February 11, 2010
ARD BALANCE: $23,208,752
HYPERAMORTIZATION: After the ARD, the interest rate increases
by 2.00% to 11.01% and all excess cash flow
is used to reduce the outstanding principal
balance; the additional 2% interest is
deferred until the principal balance is zero
MATURITY DATE: February 11, 2030
BORROWER (SPECIAL
PURPOSE ENTITY): MCM Huntsville Finance Company, LLC, the
single managing member of which is a special
purpose entity, the board of which contains
an independent director; a nonconsolidation
opinion was obtained in connection with
origination
CALL PROTECTION: Two-year prepayment lockout from the date of
securitization with U.S. Treasury defeasance
thereafter until six months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT: $65
UP-FRONT RESERVES: Deferred maintenance(1): $2,686,579
ONGOING RESERVES: CapEx(2): Yes
TI & LC(2): Yes
Real Estate Taxes &
Insurance
Reserve(3): Yes
LOCKBOX: Hard
MEZZANINE: No
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
//////////////////////////// PROPERTY INFORMATION ////////////////////////////
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
LOCATION: Huntsville, AL
YEAR BUILT/RENOVATED: 1968/1989
OCCUPANCY(4): 100%
THE COLLATERAL: 2-story office building
FEE OR LEASEHOLD: Fee
LEASE
MAJOR TENANT NRSF % OF NRA EXPIRATION
------------ ---- -------- ----------
The United States of 389,500 100% 6/30/09
America by General
Services Administration
SQUARE FOOTAGE: 389,500
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING INCOME: $3,762,890
UNDERWRITTEN NET CASH FLOW: $3,400,576
APPRAISED VALUE: $44,000,000
CUT-OFF DATE LTV: 57.5%
ARD LTV: 52.7%
DSCR: 1.39
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
(1) The repair escrow fund was required to fund certain repairs, including the
replacement of the boiler, interior repairs and ADA compliance at the BMDC
Property.
(2) The BMDC Borrower is required to escrow $76,065.59 on a monthly basis
($0.20/SF annually) for the first five years of the term of the loan and
$16,667.69 on a monthly basis ($0.51/SF annually) for the second five years
of the loan into two separate tenant improvement and leasing commission
reserves and $6,500.00 on a monthly basis ($0.20/SF annually) into CapEx
reserve.
(3) The BMDC Borrower is required to make monthly payments into a tax and
insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof pay all taxes and insurance
premiums 30 days before they become due.
(4) Occupancy is based on the January 14, 2000 rent roll.
<PAGE>
--------------------------------------------------------------------------------
[MORGAN STANLEY DEAN WITTER LOGO]
[CREDIT SUISSE FIRST BOSTON LOGO] [NATIONAL COOPERATIVE BANK LOGO]
$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THE GENTRY PORTFOLIO LOAN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
////////////////////////////// LOAN INFORMATION //////////////////////////////
--------------------------------------------------------------------------------
PRINCIPAL BALANCE(1): ORIGINAL CUT-OFF DATE
-------- ------------
$25,000,000 $24,972,537
ORIGINATION DATE: April 17, 2000
INTEREST RATE: 8.07%
AMORTIZATION: 360 months
ARD: May 11, 2010
ARD BALANCE(1): $22,404,467
HYPERAMORTIZATION: After the ARD, the interest rate increases
by 2.00% to 10.07% and all excess cash flow
is used to reduce the outstanding principal
balance; the additional 2% interest is
deferred until the principal balance is zero
MATURITY DATE: May 11, 2030
BORROWER (SPECIAL GPP, LLC, the managing member of which is
a special purpose entity, the board of which
contains an independent director; non-consolidation
opinion was obtained in connection with origination
PURPOSE ENTITY):
CALL PROTECTION: Two-year prepayment lockout from the date of
securitization with U.S. Treasury defeasance
thereafter until two months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT(1): $87
UP-FRONT RESERVES(1): Deferred Maintenance(2): $25,000
Other Reserve(3): $465,000
ONGOING RESERVES(1): CapEx (4) : Yes
TI & LC(5) : Yes
Real Estate Taxes &
Insurance Reserve(6): Yes
LOCKBOX: Hard
PARTIAL DEFEASANCE: Yes; Release Price of 125% of Property
Release Amount
MEZZANINE: No
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
//////////////////////////// PROPERTY INFORMATION ////////////////////////////
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 3 Assets
PROPERTY TYPE: Office/warehouse
LOCATION: Honolulu, HI
Waipahu, HI
YEAR BUILT/RENOVATED: Gentry Business Park 1990
Waipio Industrial Court 1990
Gentry Pacific Design Center 1925/1988
OCCUPANCY(4): Gentry Business Park 100%
Waipio Industrial Court 96%
Gentry Pacific Design Center 95%
THE COLLATERAL: Five office/warehouse/industrial properties
FEE OR LEASEHOLD: Fee
GENTRY BUSINESS PARK
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
American Mover's Inc. 71,300 100% 10/31/07
USC Int'l 14,875 37.8% 3/31/03
Hawaii Transfer 6,373 16.2% 3/31/01
WAIPIO INDUSTRIAL COURT
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
Raynor Pacific Overhead
Doors. 4,480 10.4 12/31/00
PSC Associates Inc. 3,360 7.8 11/30/04
Uleg & Balogen 2,560 6.0 2/28/02
GENTRY PACIFIC DESIGN CENTER
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION
------------- ---- -------- ----------
Gentry Homes 16,966 12.7% 3/31/09
Interior Accents 10,350 7.8 4/30/10
Daniel Inc. 7,716 5.8 10/31/01
SQUARE FOOTAGE(1): 287,780
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING
INCOME(1): $2,697,522
UNDERWRITTEN NET CASH
FLOW(1): $2,704,170
APPRAISED VALUE(1): $34,400,000
CUT-OFF DATE LTV(1): 72.6%
ARD LTV(1): 65.1%
DSCR(1): 1.22
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
(1) For the Gentry Portfolio in the aggregate.
(2) The deferred maintenance reserve is required to fund certain repairs
identified in the engineering report.
(3) At closing, an occupancy reserve was established of $465,000, which will be
released upon occupancy and commencement of rental payments by certain
tenants.
(4) Occupancy is based on the February 29, 2000 rent roll.
(5) The Gentry Borrower is required to escrow $11,848.58 on a monthly basis
($0.49/SF annually) into a tenant improvement and leasing commission reserve
and $5,230.92 on a monthly basis ($0.22/SF annually) into a CapEx reserve.
(6) The Gentry Borrower is required to make monthly payments into a tax and
insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof.
<PAGE>
--------------------------------------------------------------------------------
[MORGAN STANLEY DEAN WITTER LOGO]
[CREDIT SUISSE FIRST BOSTON LOGO] [NATIONAL COOPERATIVE BANK LOGO]
$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THE AMAZON.COM LOAN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
////////////////////////////// LOAN INFORMATION //////////////////////////////
--------------------------------------------------------------------------------
PRINCIPAL BALANCE: ORIGINAL CUT-OFF DATE
-------- ------------
$23,000,000.00 $22,986,863
ORIGINATION DATE: May 12, 2000
INTEREST RATE: 8.785%
AMORTIZATION: 360 months
ARD: June 11, 2010
ARD BALANCE: $20,939,653
HYPERAMORTIZATION: After the ARD the interest rate increases by
2.00% to 10.70% and all excess cash flow is
used to reduce the outstanding principal
balance; the additional 2% interest is
deferred until capital the principal balance
is zero
MATURITY DATE: June 11, 2030
BORROWER (SPECIAL PURPOSE WRC.COM Tower LLC and WRC.Com Development
ENTITY): LLC, each a single purpose entity, the
single managing member of which is a special
purpose entity, the board of which contains an
independent director; a nonconsolidation opinion
was obtained in connection with origination
CALL PROTECTION: Two-year prepayment lockout from the date of
securitization with U.S. Treasury defeasance
thereafter until three months prior to the
ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT: $120
UP-FRONT RESERVES: Parking Structure(1): $3,900,000
Ground Lease: $300,000
ONGOING RESERVES: CapEx(2): Yes
TI & LC(2): No
Real Estate Taxes &
Insurance Reserve(3): Yes
Ground Lease Reserve(4): Yes
LOCKBOX: Hard
MEZZANINE: No
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
//////////////////////////// PROPERTY INFORMATION ////////////////////////////
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
LOCATION: Seattle, WA
YEAR BUILT/RENOVATED: 1932/1999
OCCUPANCY(5): 100%
THE COLLATERAL: 16-story office building
FEE OR LEASEHOLD: Leasehold
LEASE
MAJOR TENANTS NRSF % OF NRA EXPIRATION(4)
------------- ---- -------- -------------
Amazon.com 184,040 96.5% 06/30/09
Gentle Dental 4,633 2.4% 09/14/02
Amazon.com 2,135 1.1% 06/30/09
(storage)
SQUARE FOOTAGE: 190,808
PROPERTY MANAGEMENT: Self Managed
1999 NET OPERATING INCOME: NA
UNDERWRITTEN NET CASH FLOW: $2,505,012
APPRAISED VALUE: $31,250,000
CUT-OFF DATE LTV: 67.2%
ARD LTV: 60.6%
DSCR: 1.26
--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------
(1) The Amazon Borrower fully funded a $3,900,000 parking structure escrow fund
for construction of a parking structure; $1,400,000 to be disbursed to the
Amazon Borrower upon receipt of a final building permit for the parking
structure. If the parking structure has not been completed by November 2001,
the balance may be applied to prepay the Amazon.com Loan.
(2) The Amazon Borrower is required to escrow $19,000 on a monthly basis ($1.20
SF/annually) (commencing May 2004) and increasing to $28,000 monthly from
November 2007 to May 2009 on a monthly basis ($1.76/SF annually) into a
tenant improvement and leasing commission reserve and $4,250 on a monthly
basis (0.27/SF annually) into a CapEx reserve. In the event that Amazon.com
does not extend its lease, then a cash trap is imposed until new tenants are
in place resulting in a DSCR of 1.20. In addition, Amazon.com (the building
tenant) has pledged a security deposit of $6.4 million to the Amazon
Borrower. The assignment of the security deposit and all rights under the
related custodial agreement were pledged to the Lender. The amount required
to be maintained in such security deposit decreases by $2.50 psf per year
through 2006 (but not below $10 psf) and thereafter must be maintained at
$1.875 million through the expiration of the Amazon.com lease. The required
security deposit may be reduced by 50% or reduced to zero if the tenant
achieves certain benchmarks with respect to cash flow and credit rating.
(3) The Amazon Borrower is required to make monthly payments into a tax and
insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to that respective due date and (ii) insurance
premiums prior to the expiration thereof.
(4) The Amazon Borrower is required to make monthly deposits in the ground lease
escrow fund in the amount of $16,667 until such time as the balance on
deposit is equal to $300,000.
(5) Occupancy is based on the March 31, 2000 rent roll.
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
ANNEX C
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
COMPARATIVE FINANCIAL STATEMENT
AS OF
<TABLE>
<CAPTION>
OPERATING INFORMATION REFLECTED AS OF NOI
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
P4 P9 P10 P52 P21 L8 P57 S72 S69 S70 S83 S84
---------------------------------------------------------------------------------------------
ORIGINAL UNDERWRITING
---------------------------------------------------------------------------------------------
INFORMATION
---------------------------------------------------------------------------------------------
BASE YEAR
---------------------------------------------------------------------------------------------
LAST CURRENT ALLOCATED
PROPERTY ALLOCATED PAID ANNUAL FINANICAL $
PROPERTY INSPECTION LOAN THRU DEBT INFO AS OF % TOTAL NOI/ (1)
ID CITY STATE DATE AMOUNT DATE SERVICE DATE OCC REVENUE NCF DSCR
---------------------------------------------------------------------------------------------
YYYYMMDD YYYYMMDD
---------------------------------------------------------------------------------------------
LIST ALL PROPERTIES CURRENTLY IN DEAL WITH OR WITHOUT INFORMATION LARGEST TO SMALLEST LOAN
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
THIS REPORT SHOULD REFLECT THE INFORMATION PROVIDED IN THE CMSA PROPERTY FILE AND CMSA
LOAN PERIODIC UPDATE FILE
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
TOTAL $ $ ** WA $ $ WA
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
P60 P66 P61 P63 OR P80 P65 OR P81
---------------------------------------------------
2ND PRECEDING ANNUAL OPERATING
---------------------------------------------------
INFORMATION
---------------------------------------------------
AS OF NORMALIZED
---------------------------------------------------
FINANCIAL
INFO AS OF % TOTAL $ (1)
DATE OCC REVENUE NOI/NCF DSCR
---------------------------------------------------
YYYYMMDD
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
WA $ $ WA
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
OPERATING INFORMATION REFLECTED AS OF NOI
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
P4 P53 P59 P54 P56 OR P78 P58 OR P79
--------------------------------------------------------
PRECEDING ANNUAL OPERATING
--------------------------------------------------------
INFORMATION
--------------------------------------------------------
AS OF NORMALIZED
--------------------------------------------------------
FINANCIAL
PROPERTY INFO AS OF % TOTAL (1)
ID DATE OCC REVENUE $NOI/NCF DSCR
--------------------------------------------------------
YYYYMMDD
--------------------------------------------------------
LIST ALL PROPERTIES CURRENTLY IN DEAL WITH OR WITHOUT
INFORMATION LARGEST TO SMALLEST LOAN
--------------------------------------------------------
--------------------------------------------------------
THIS REPORT SHOULD REFLECT THE INFORMATION PROVIDED IN
THE CMSA PROPERTY FILE AND CMSA LOAN PERIODIC
UPDATE FILE
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
TOTAL WA $ S WA
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
P73 P74 P30 P29 P68 P70 OR P82 P72 OR P83 (2)
-----------------------------------------------------------------------------------
MOST RECENT FINANCIAL NET CHANGE
-----------------------------------------------------------------------------------
INFORMATION
-----------------------------------------------------------------------------------
*NORMALIZED OR ACTUAL PRECEDING & BASIS
-----------------------------------------------------------------------------------
%
FS START FS END OCC AS OF % TOTAL $ (1) % TOTAL (1)
DATE DATE DATE OCC REVENUE NOI/NCF DSCR OCC REVENUE DSCR
-----------------------------------------------------------------------------------
YYYYMMDD YYYYMMDD YYYYMMDD
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
WA $ $ WA WA $ WA
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
</TABLE>
------------
(1) DSCR should match to Operating Statement Analysis Report and is
normally calculated using NOI or NCF / Debt Service times in the
allocated loan percentage.
(2) Net change should compare the latest year to the Base Year.
* As required by Trust Agreements.
** Weighted Averages should be computed and reflected if the data is
relevant and applicable.
C-1
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
DELINQUENT LOAN STATUS REPORT
AS OF
<TABLE>
<CAPTION>
OPERATING INFORMATION REFLECTED AS NOI OR NCF
-------------------------------------------------------------------------------------------------------------------------------
S4 S66 S61 S57 S58 S62 OR S63 L8 L7 L37 L39 L38 L26
-------------------- -------------- ------------------- ---- ----------------------------------- ------------------------------
(a) (b) (c) (d) (e)=a+b+c+d
-------------------- -------------- ------------------- ---- ----------------------------------- ------------------------------
ENDING OTHER
LOAN PAID SCHEDULED TOTAL P&I EXPENSE TOTAL T & I CURRENT
PROSPECTUS PROPERTY PROPERTY SQ FT OR THRU LOAN ADVANCES ADVANCE ADVANCES TOTAL MONTHLY
ID NAME TYPE CITY STATE UNITS DATE BALANCE OUTSTANDING OUTSTANDING OUTSTANDING EXPOSURE P&I
-------------------- -------------- ------------------- ---- ----------------------------------- ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LOANS IN FORECLOSURE AND NOT REO
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
90 + DAYS DELINQUENT
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
60 TO 89 DAYS DELINQUENT
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
30 TO 59 DAYS DELINQUENT
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
CURRENT AND AT SPECIAL SERVICER
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
L54 OR L56 OR
L68/L92 L70/93
L10 L11 L58 OR L73 OR L96 OR L97 L74 L75 L36 L77 L79 L76
------------------ ------------------------------------- ----------------------------- ------------------------------- ---------
(f) (90*f)-e
------------------ ------------------------------------- ----------------------------- ------------------------------- ---------
LOSS DATE ASSET
APPRAISAL USING TOTAL EXPECTED TO
CURRENT LTM LTM BPO OR 90% APPRAISAL BE RESOLVED
INTEREST MATURITY NOI/NCF LTM DSCR VALUATION INTERNAL APPR. OR REDUCTION TRANSFER OR WORKOUT
RATE DATE DATE NOI/NCF(NOI/NCF) DATE VALUE** BPO (F) REALIZED DATE FORECLOSED STRATEGY* COMMENTS
------------------ ------------------------------------- ----------------------------- ------------------------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
FCL = Foreclosure
-------------------------------------------------------------------------------------------------------------------------------
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or
Trailing 12 months, if available.
-------------------------------------------------------------------------------------------------------------------------------
<PAGE>
*Workout Strategy should match the CMSA Loan Periodic Update File using
abbreviated words in place of a code number such as (FCL -In Foreclosure,
MOD -Modification, DPO -Discount Payoff, NS -Note Sale, BK -Bankruptcy, PP
-Payment Plan, TBD -To be determined etc. . . .). It is possible to combine
the status codes if the loan is going in more than one direction (i.e.
FCL/Mod, BK/Mod, BK/FCL/DPO).
-------------------------------------------------------------------------------------------------------------------------------
**BPO -Broker opinion.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
C-2
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
HISTORICAL LOAN MODIFICATION REPORT
AS OF
<TABLE>
<CAPTION>
S4 S57 S58 L49 L48 L7* L7* L50*
---------- ---- ----- --------- --------- ------------ -------- ----------------- ---- --------
BALANCE
EXTENSION WHEN
MOD / PER DOCS EFFECTIVE SENT TO BALANCE AT THE # MTHS
PROSPECTUS EXTENSION OR DATE OF SPECIAL EFFECTIVE DATE OF OLD FOR RATE
ID CITY STATE FLAG SERVICER MODIFICATION SERVICER MODIFICATION RATE CHANGE
---------- ---- ----- --------- --------- ------------ -------- ----------------- ---- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
Information is as of modification. Each line should not change in the future. Only new
modifications should be added.
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
TOTAL FOR ALL LOANS:
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
S4 L50* L25* L25* L11* L11* L47
---------- ---- ------- ---- -------- -------- -------- -------- --------- -------
(2) EST.
FUTURE
INTEREST
TOTAL # (1) LOSS TO
MTHS FOR REALIZED TRUST $
PROSPECTUS NEW NEW OLD NEW CHANGE LOSS TO (RATE
ID RATE OLD P&I P&I MATURITY MATURITY OF MOD TRUST $ REDUCTION) COMMENT
---------- ---- ------- ---- -------- -------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
Information is as of modification. Each line should not change in the future. Only new
modifications should be added.
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
TOTAL FOR ALL LOANS:
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
</TABLE>
------------
* The information in these columns is from a particular point in time and
should not change on this report once assigned. Future modifications
done on the same loan are additions to the report.
(1) Actual principal loss taken by bonds.
(2) Expected future loss due to a rate reduction. This is just an estimate
calculated at the time of the modification.
C-3
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL HISTORICAL LOSS ESTIMATE REPORT (REO-SOLD OR
DISCOUNTED PAYOFF)
AS OF
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
S4 S55 S61 S57 S58 L75 L29 L45 L7
------------ ---------------------- ------- ---------------------- ------------ ---------------------- ------------ ------------
(c) = b/a (a) (b) (d) (e)
------------ ---------------------- ------- ---------------------- ------------ ---------------------- ------------ ------------
LATEST
% APPRAISAL
RECEIVED OR EFFECTIVE NET AMT ENDING
PROSPECTUS PROPERTY PROPERTY FROM BROKERS DATE OF SALES RECEIVED SCHEDULED
LOAN ID NAME TYPE CITY STATE LIQUIDATION OPINION LIQUIDATION PRICE FROM SALE BALANCE
------------ ---------------------- ------- ---------------------- ------------ ---------------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
---------------------------------------------------------------------------------------------------------------------------------
All information is from the liquidation date and does not need to be updated.
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Total all Loans:
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Current Month Only:
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
L-37 L39+L38 L47
-------------- -------------------------- --------------- ----------- ------------------ ---------- -------------------------
(f) (g) (h) (i)=d - (f+g+h) (k) (m) (n)=k+m (o)=n/e
-------------- -------------------------- --------------- ----------- ------------------ ---------- -------------------------
TOTAL T & I DATE OF
AND OTHER DATE MINOR
TOTAL P&I EXPENSE SERVICING LOSS MINOR ADJ TOTAL LOSS LOSS % OF
ADVANCE ADVANCE FEES REALIZED PASSED ADJ TO PASSED WITH SCHEDULED
OUTSTANDING OUTSTANDING EXPENSE NET PROCEEDS LOSS THRU TRUST THRU ADJUSTMENT BALANCE
-------------- -------------------------- --------------- ----------- ------------------ ---------- -------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees charged by the Special Servicer.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
C-4
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
REO STATUS REPORT
AS OF
<TABLE>
<CAPTION>
OPERATING INFORMATION REFLECTED AS NOI OR NCF
-----------------------------------------------------------------------------------------------------------------------------
P16
OR
P4 P7 P13 P9 P10 P17 L8 P21 L37 L39 L38 L25
--------- --------- --------- ----------- ------ ----- ---------- ------------ ------------ ------------------------ --------
(a) (b) (c) (d) (e)=a+b+c+d
--------- --------- --------- ----------- ------ ----- ---------- ------------ ------------ ------------------------ --------
ALLOCATED
ENDING OTHER
SQ FT PAID SCHEDULED TOTAL P&I EXPENSE TOTAL T & I CURRENT
PROPERTY PROPERTY PROPERTY OR THRU LOAN ADVANCES ADVANCE ADVANCE TOTAL MONTHLY
ID NAME TYPE CITY STATE UNITS DATE AMOUNT OUTSTANDING OUTSTANDING OUTSTANDING EXPOSURE P&I
--------- --------- --------- ----------- ------ ----- ---------- ------------ ------------ ------------------------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
REO's data reflected at the property level for relationships with
more than one (1) property should use the Allocated Ending
Scheduled Loan Amount, and prorate all advances and expenses or
other loan level data as appropriate.
-----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
P58 OR
P72/P79
L11 P53 OR P74 OR P83 P24 P25 L35 L77 P28 P26
-------------------- ------------------ -------------------- ------------------------ -------------------- ------------------
(f) (g) (h)=(90*g) -e
-------------------- ------------------ -------------------- ------------------------ -------------------- ------------------
APPRAISAL
BPO OR DATE
INTERNAL APPRAISAL TOTAL ASSET
LTM LTM VALUE BPO OR LOSS USING APPRAISAL REO EXPECTED
MATURITY NOI/NCF DSCR VALUATION SOURCE INTERNAL 90% APPR. OR REDUCTION TRANSFER ACQUISITION TO BE
DATE DATE (NOI/NCF) DATE (1) VALUE BPO (F) REALIZED DATE DATE RESOLVED COMMENTS
-------------------- ------------------ -------------------- ------------------------ -------------------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
C-5
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
SERVICER WATCH LIST
AS OF
----------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Operting Information Reflected As NOI_____ or NCF______
-----------------------------------------------------------------------------------------------------------------------------------
S4 S55 S61 S57 S58 L7 L8 L11 L56/L93 L70/L97
-----------------------------------------------------------------------------------------------------------------------------------
ENDING PRECEDING MOST
SCHEDULED PAID FISCAL YR RECENT
PROSPECTUS PROPERTY LOAN THRU MATURITY DSCR DSCR
LOAN ID PROPERTY NAME TYPE CITY STATE BALANCE DATE DATE NOI/NCF NOI/NCF COMMENT/ACTION TO BE TAKEN
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
List all loans on watch list in descending balance order.
-----------------------------------------------------------------------------------------------------------------------------------
Comment section should include reason and other pertinent information.
-----------------------------------------------------------------------------------------------------------------------------------
Should not include loans that are specially serviced.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
WATCH LIST SELECTION CRITERIA SHOULD BE FOOTNOTED ON THE REPORT. THE CRITERIA MAY BE DICTATED AS PER THE SPA OR THE SERVICER'S
INTERNAL POLICY.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Total: $
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
C-6
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
OPERATING STATEMENT ANALYSIS REPORT
AS OF
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
PROPERTY OVERVIEW
Prospectus ID
Current Scheduled Loan Balance/Paid to Date Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads. Beds Use second box to specify sqft., units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit. ect. (1) specify annual/per unit...
Year of Operations Underwriting MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY
Occupancy Rate (physical)
Occupancy Date
Average Rental Rate
(1) Total $ amount of Capital Reserves required annually by loan documents, excl.
Leasing Commission and TI's
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME: (predhg yr (prechg yr to
Number of Mos. Covered to base) 2nd prodng)
Period Ended Underwriting 3rd Proceeding 2nd Proceeding Proceeding Yr. TTM/YTD(2) YYYY-U/W YYYY-YYYY
Statement Classification(yr) Base Line (tm NOI Adj Sheet) as of / /98 Variance Variance
Gross Potential Rent (3)
Less: Vacancy/collection loss
OR
Base Rent(3)
Expense Reimbursement
Percentage Rent
Parking Income
Other Income
*Effective Gross Income
(2) Servicer will not be expected to "Nomalize" these YTD/TTM numbers.
(3) Use either Gross Potential (with Vacancy/Collection Loss) or Base Rents; use negative $amt for
Vacancy/Collection Loss
OPERATING EXPENSES:
Real Estate Texas
Property Insurance
Utilities
Repairs and Maintenance
Janitorial
Management Fees
Payroll & Benefits
Advertising & Marketing
Professional Fees
General and Administrative
Other Expenses
Ground Rent
*Total Operating Expenses
Operating Expense Ratio
*Net Operating Income
Leasing Commissions
Tenant Improvements
Capital Expenditures
Extraordinary Capital Expenditures
Total Capital Items
*Net Cash Flow
Debt Service (per Servicer)
*Net Cash Flow after Debt Service
*DSCR: (NOI/Debt Service)
*DSCR: (NCF/Debt Service)
Source of Financial Data:
(i.e. operating statements, financial statements, tax return, other)
</TABLE>
--------------------------------------------------------------------------------
Notes and Assumptions: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: 0% DSCR
charges, 15% EGI/Total Operating Expenses or Total Capital Items.
Income: Comments
Expense: Comments
Capital Items: Comments
*Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File Note that information for multiple property loans must
be consolidated (if available) for reporting to the CMSA Loan Periodic Update
file.
C-7
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
FORM OF NOI ADJUSTMENT WORKSHEET FOR 2000
AS OF
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PROPERTY OVERVIEW
Prospectus ID
Current Scheduled Loan Balance/Paid to Date Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads. Beds Use second box to specify sqft., units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit. ect. (1) specify annual/per unit...
Year of Operations
Occupancy Rate (physical)
Occupancy Date
Average Rental Rate
(1) Total $ amount of Capital Reserves required annually by loan documents, excl.
Leasing Commission and TI's
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
INCOME: YYYY Notes
Borrower Adjustment Normalized
Actual
Statement Classification
Gross Potential Rent (2)
Less: Vacancy/collection loss
OR
Base Rent(2)
Expense Reimbursement
Percentage Rent
Parking Income
Other Income
Effective Gross Income
(2) Use either gross potential (with Vacancy/Collection Loss) or Base Rents; use negative
$amt for Vacancy/Collection Loss
OPERATING EXPENSES:
Real Estate Texas
Property Insurance
Utilities
Repairs and Maintenance
Janitorial
Management Fees
Payroll & Benefits Expense
Advertising & Marketing
Professional Fees
General and Administrative
Other Expenses For self-storage include franchise fees
Ground Rent
Total Operating Expenses
Operating Expense Ratio
Net Operating Income
Leasing Commissions (3)
Tenant Improvements (3)
Capital Expenditures
Extraordinary Capital Expenditures
Total Capital Items
(3) Actual current yr, but normalize for annual if possible via contractual, U/W or other
data
Net Cash Flow
Debt Service (per Servicer)
Net Cash Flow after debt service
DSCR: (NOI/Debt Service)
DSCR: (NCF/Debt Service)
Source of Financial Data:
(i.e. operating statements, financial statements, tax return, other)
</TABLE>
--------------------------------------------------------------------------------
Notes and Assumptions: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noticed. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.
Income: Comments
Expense: Comments
Capital Items: Comments
C-8
<PAGE>
ANNEX D
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
DISTRIBUTION DATE STATEMENT
TABLE OF CONTENTS
================================================================================
STATEMENT SECTIONS PAGE(s)
------------------ -------
Certificate Distribution Detail 2
Certificate Factor Detail 3
Reconciliation Detail 4
Other Required Information 5
Ratings Detail 6
Current Mortgage Loan and Property Stratification Tables 7 - 9
Mortgage Loan Detail 10
Principal Prepayment Detail 11
Historical Detail 12
Delinquency Loan Detail 13
Specially Serviced Loan Detail 14 - 15
Modified Loan Loan 16
Liquidated Loan Detail 17
================================================================================
UNDERWRITER
================================================================================
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629
Contact: Louise Fogarty
Phone (212) 325-3507
================================================================================
UNDERWRITER
================================================================================
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Contact: General Information Number
Phone (212) 761-4700
================================================================================
MASTER SERVICER
================================================================================
CapMark Services, L.P.
245 Peachtree Center Ave. NE
Atlanta, GA 30303
Contact: TBD
Phone
================================================================================
This report has been compiled from information provided to Wells Fargo Bank MN,
N.A. by various third parties, which may include the Servicer, Master servicer,
Special Servicer and others. Wells Fargo MN, N.A. has not independently
confirmed the accuracy of information received from these third parties and
assumes no duty to do so. Wells Fargo MN, N.A. expressly disclaims any
responsibility for the accuracy or completeness of information furnished by
third parties.
Copyright 1997, Wells Fargo Bank MN, N.A. Page 1 of 17
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
CERTIFICATE DISTRIBUTION DETAIL
<TABLE>
<CAPTION>
====================================================================================================================================
Realized
Loss/
Pass- Additional Current
Class\ Through Original Beginning Principal Interest Prepayment Trust Fund Total Ending Subordination
Component CUSIP Rate Balance Balance Distribution Distribution Premium Expenses Distribution Balance Level(1)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A-1 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-2 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
C 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
D 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
E 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
F 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
G 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
H 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
J 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
K 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
L 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
M 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
N 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
O 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
R 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
V-1 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
V-2 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------------------------------------
Totals 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
====================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
=======================================================================================================
Original Beginning Ending
Pass-Through Notional Notional Interest Prepayment Total Notional
Class CUSIP Rate Amount Amount Distribution Premium Distribution Balance
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A-X 0.000000 0.00 0.00 0.00 0.00 0.00 0.00
=======================================================================================================
</TABLE>
(1) Calculated by taking (A) the sum of the ending certificate balance of all
classes less (B) the sum of (i) the ending balance of the designated class and
(ii) the ending certificate balance of all classes which are not subordinate to
the designated class and dividing the result by (A).
Copyright 1997, Wells Fargo Bank MN, N.A. Page 2 of 17
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
CERTIFICATE FACTOR DETAIL
<TABLE>
<CAPTION>
=========================================================================================================
Realized Loss/
Class\ Beginning Principal Interest Prepayment Additional Trust Ending
Component CUSIP Balance Distribution Distribution Premium Fund Expenses Balance
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
C 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
D 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
E 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
F 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
G 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
H 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
J 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
K 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
L 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
M 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
N 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
O 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
R 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
V-1 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
V-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
=========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
=========================================================================
Beginning Ending
Notional Interest Prepayment Notional
Class CUSIP Balance Distribution Premium Balance
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A-X 0.00000000 0.00000000 0.00000000 0.00000000
=========================================================================
</TABLE>
Copyright 1997, Wells Fargo Bank MN, N.A. Page 3 of 17
<PAGE>
WELLS FARGO LOGO
Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services
11000 Broken Land Parkway
Columbia, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
RECONCILIATION DETAIL
ADVANCE SUMMARY
P&I Advances Outstanding 0.00
Services Advances Outstanding 0.00
Reimbursements for Interest on P&I 0.00
Advances paid from general collections
Reimbursements for Interest on Servicing 0.00
Advances paid from general collections
MASTER SERVICING FEE SUMMARY
Current Period Accrued Master Servicing Fees 0.00
Less Master Servicing Fees on Delinquent Payments 0.00
Less Reductions to Master Servicing Fees 0.00
Plus Master Servicing Fees on Delinquent Payments Received 0.00
Plus Adjustments for Prior Master Servicing Calculation 0.00
Total Master Servicing Fees Collected 0.00
CERTIFICATE INTEREST RECONCILIATION
<TABLE>
<CAPTION>
----- ----------- ------------------ ------------- -------------------- ---------- ------------ --------------------
Accrued Net Aggregate Distributable Distributable Additional Remaining Unpaid
Class Certificate Prepayment Certificate Certificate Interest Trust Fund Interest Distributable
Interest Interest Shortfall Interest Adjustment Expenses Distribution Certificate Interest
----- ----------- ------------------ ------------- -------------------- ---------- ------------ --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-2 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-X 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B 0.00 0.00 0.00 0.00 0.00 0.00 0.00
C 0.00 0.00 0.00 0.00 0.00 0.00 0.00
D 0.00 0.00 0.00 0.00 0.00 0.00 0.00
E 0.00 0.00 0.00 0.00 0.00 0.00 0.00
F 0.00 0.00 0.00 0.00 0.00 0.00 0.00
G 0.00 0.00 0.00 0.00 0.00 0.00 0.00
H 0.00 0.00 0.00 0.00 0.00 0.00 0.00
J 0.00 0.00 0.00 0.00 0.00 0.00 0.00
K 0.00 0.00 0.00 0.00 0.00 0.00 0.00
L 0.00 0.00 0.00 0.00 0.00 0.00 0.00
M 0.00 0.00 0.00 0.00 0.00 0.00 0.00
N 0.00 0.00 0.00 0.00 0.00 0.00 0.00
O 0.00 0.00 0.00 0.00 0.00 0.00 0.00
R 0.00 0.00 0.00 0.00 0.00 0.00 0.00
V-1 0.00 0.00 0.00 0.00 0.00 0.00 0.00
V-2 0.00 0.00 0.00 0.00 0.00 0.00 0.00
----- ----------- ------------------ ------------- -------------------- ---------- ------------ --------------------
Totals 0.00 0.00 0.00 0.00 0.00 0.00 0.00
====== =========== ================== ============= ==================== ========== ============ ====================
</TABLE>
Copyright 1997, Wells Fargo Bank MN, N.A. Page 4 of 17
<PAGE>
WELLS FARGO LOGO
Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services
11000 Broken Land Parkway
Columbia, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
OTHER REQUIRED INFORMATION
Available Distribution Amount 0.00
Aggregate Number of Outstanding Loans 0
Aggregate Unpaid Principal Balance of Loans 0.00
Aggregate Stated Principal Balance of Loans 0.00
Aggregate Amount of Servicing Fee 0.00
Aggregate Amount of Special Servicing Fee 0.00
Aggregate Amount of Trustee Fee 0.00
Aggregate Stand-by Fee 0.00
Aggregate Trust Fund Expenses 0.00
Specially Serviced Loans not Delinquent
Number of Outstanding Loans 0
Aggregate Unpaid Principal Balance 0.00
APPRAISAL REDUCTION AMOUNT
-----------------------------------------------------
Appraisal Cumulative Most Recent
Loan Reduction ASER App. Red.
Number Effected Amount Date
-----------------------------------------------------
-----------------------------------------------------
Total
=====================================================
Copyright 1997, Wells Fargo Bank MN, N.A. Page 5 of 17
<PAGE>
WELLS FARGO LOGO
Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services
11000 Broken Land Parkway
Columbia, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
RATINGS DETAIL
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Original Ratings Current Ratings (1)
Class CUSIP ------------------------------- -------------------------------
DCR Fitch Moody's S&P DCR Fitch Moody's S&P
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A-1
A-2
A-X
B
C
D
E
F
G
H
J
K
L
M
N
O
R
V-1
V-2
-----------------------------------------------------------------------------------------
</TABLE>
NR - Designates that the class was not rated by the above agency at the time of
original issuance.
X - Designates that the above rating agency did not rate any classes in this
transaction at the time of original issuance.
N/A - Data not available this period.
1) For any class not rated at the time of original issuance by any particular
rating agency, no request has been made subsequent to issuance to obtain rating
information, if any, from such rating agency. The current ratings were obtained
directly from the applicable rating agency within 30 days of the payment date
listed above. The ratings may have changed since they were obtained. Because the
ratings may have changed, you may want to obtain current ratings directly from
the rating agencies.
Duff & Phelps Credit Rating Co. Fitch IBCA, Inc.
55 East Monroe Street One State Street Plaza
Chicago, Illinois 60603 New York, New York 10004
(312) 368-3100 (212) 908-0500
Moody's Investors Service Standard & Poor's Rating Services
99 Church Street 55 Water Street
New York, New York 10007 New York, New York 10041
(212) 553-0300 (212) 438-2000
Copyright 1997, Wells Fargo Bank MN, N.A. Page 6 of 17
<PAGE>
WELLS FARGO LOGO
Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services
11000 Broken Land Parkway
Columbia, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
SCHEDULED BALANCE
--------------------------------------------------------------------------------
% of
Scheduled # of Scheduled Agg. WAM Weighted
Balance loans Balance Bal. (2) WAC Avg DSCR (1)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Totals
================================================================================
STATE (3)
--------------------------------------------------------------------------------
% of
# of Scheduled Agg. WAM Weighted
State Props. Balance Bal. (2) WAC Avg DSCR (1)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Totals
================================================================================
See footnotes on last page of this section.
Copyright 1997, Wells Fargo Bank MN, N.A. Page 7 of 17
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@ www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
--------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
<TABLE>
<CAPTION>
Debt Service Coverage Ratio
--------------------------------------------------------------------------------
% of
Debt Service # of Scheduled Agg. WAM Weighted
Coverage Ratio loans Balance Bal. (2) WAC Avg DSCR(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------
<CAPTION>
Note Rate
--------------------------------------------------------------------------------
% of
Note # of Scheduled Agg. WAM Weighted
Rate loans Balance Bal. (2) WAC Avg DSCR(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------
<CAPTION>
Property Type (3)
--------------------------------------------------------------------------------
% of
# of Scheduled Agg. WAM Weighted
Property Type props. Balance Bal. (2) WAC Avg DSCR(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------
<CAPTION>
Seasoning
--------------------------------------------------------------------------------
% of
# of Scheduled Agg. WAM Weighted
Seasoning loans Balance Bal. (2) WAC Avg DSCR(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------
</TABLE>
See footnotes on last page of this section
--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A. Page 8 of 17
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@ www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
--------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
<TABLE>
<CAPTION>
Anticipated Remaining Term (ARD and Balloon Loans)
--------------------------------------------------------------------------------
% of
Anticipated Remaining # of Scheduled Agg. WAM Weighted
Term (2) loans Balance Bal. (2) WAC Avg DSCR(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Remaining Amortization Term (ARD and Balloon Loans)
--------------------------------------------------------------------------------
% of
Remaining Amortization # of Scheduled Agg. WAM Weighted
Term loans Balance Bal. (2) WAC Avg DSCR(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Remaining Stated Term (Fully Amortizing Loans)
--------------------------------------------------------------------------------
% of
Remaining Stated # of Scheduled Agg. WAM Weighted
Term loans Balance Bal. (2) WAC Avg DSCR(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Age of Most Recent NOI
--------------------------------------------------------------------------------
% of
Age of Most # of Scheduled Agg. WAM Weighted
Recent NOI loans Balance Bal. (2) WAC Avg DSCR(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------
</TABLE>
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures
become available from borrowers on an asset level, in all cases the most
recent DSCR provided by the Servicer is used. To the extent that no DSCR
is provided by the Servicer, information from the offering document is used.
The Trustee makes no representations as to the accuracy of the data provided
by the borrower for this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the
term from the current month to the earlier of the Anticipated Repayment Date,
if applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current
loan information to the properties based upon the Cut-off Date balance of
each property as disclosed in the offering document.
--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A. Page 9 of 17
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@ www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
--------------------------------------------------------------------------------
MORTGAGE LOAN DETAIL
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Anticipated Neg.
Loan Property Interest Principal Gross Repayment Maturity Amort
Number ODCR Type (1) City State Payment Payment Coupon Date Date (Y/N)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------
Totals
----------------------------------------------------------------------------------------------------------------
<CAPTION>
---------------------------------------------------------------------------------------
Beginning Ending Paid Appraisal Appraisal Res. Mod.
Loan Scheduled Scheduled Thru Reduction Reduction Strat. Code
Number Balance Balance Date Date Amount (2) (3)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------
Totals
---------------------------------------------------------------------------------------
</TABLE>
(1) Property Type Code
----------------------
MF - Multi-Family OF - Office
RT - Retail MU - Mixed Use
HC - Health Care LO - Lodging
IN - Industrial SS - Self Storage
WH - Warehouse OT - Other
MH - Mobile Home Park
(2) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed in Lieu Of
2 - Foreclosure 7 - REO Foreclosure
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
(3) Modification Code
---------------------
1 - Maturity Date Extension
2 - Authorization Change
3 - Principal Write-Off
4 - Combination
--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A. Page 10 of 17
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@ www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
--------------------------------------------------------------------------------
PRINCIPAL PREPAYMENT DETAIL
<TABLE>
-----------------------------------------------------------------------------------------------------------------------------
Principal Prepayment Amount Prepayment Penalties
Offering Document ------------------------------------- ------------------------------------------------
Loan Number Cross-Reference Payoff Amount Curtailment Amount Percentage Premium Yield Maintenance Charge
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Copyright 1997, Wells Fargo Bank MN, N.A. Page 11 of 17
--------------------------------------------------------------------------------
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@ www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
--------------------------------------------------------------------------------
HISTORICAL DETAIL
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Delinquencies
-----------------------------------------------------------------------------------------------------------------------------------
Distribution 30-59 Days 60-89 Days 90 Days or More Foreclosure REO Modifications
Date # Balance # Balance # Balance # Balance # Balance # Balance
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Prepayments Rate and Maturities
------------------------------------------------------------------------------------
Distribution Curtailments Payoff Next Weighted Avg.
Date # Balance # Balance Coupon Remit WAM
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------
</TABLE>
Note: Foreclosure and REO Totals are excluded from the delinquencies aging
categories.
--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A. Page 12 of 17
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@ www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
--------------------------------------------------------------------------------
DELINQUENCY LOAN DETAIL
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Offering # of Current Outstanding Status of Resolution
Document Months Paid Through P&I P&I Mortgage Strategy Servicing
Loan Number Cross-Reference Delinq. Date Advances Advances** Loan (1) Code (2) Transfer Date
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------------
Totals
----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------
Current Outstanding
Foreclosure Servicing Servicing Bankruptcy REO
Loan Number Date Advances Advances Date Date
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------
</TABLE>
(1) Status of Mortgage Loan
---------------------------
A - Payments Not Received 2 - Two Months Delinquent
But Still in Grace Period 3 - Three or More Months Delinquent
B - Late Payment But Less 4 - Assumed Scheduled payment
Than 1 Month Delinquent (Performing Matured Loan)
0 - Current 7 - Foreclosure
1 - One Month Delinquent 8 - REO
(2) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed In Lieu Of
2 - Foreclosure 7 - REO Master Servicer
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A. Page 13 of 17
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@ www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
--------------------------------------------------------------------------------
SPECIALLY SERVICED LOAN DETAIL - PART 1
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Offering Servicing Resolution Net
Distribution Loan Document Transfer Strategy Scheduled Property Interest Actual Operating
Date Number Cross-Reference Date Code (1) Balance Type (2) State Rate Balance Income
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------------------------------------------------
Remaining
Distribution NOI Note Maturity Amortization
Date Date DSCR Date Date Term
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
------------------------------------------------------------------------
</TABLE>
(1) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed In Lieu Of
2 - Foreclosure 7 - REO Foreclosure
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
(2) Property Type Code
----------------------
MF - Multi-Family OF - Office
RT - Retail MU - Mixed use
HC - Health Care LO - Lodging
IN - Industrial SS - Self Storage
WH - Warehouse OT - Other
MH - Mobile Home Park
--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A. Page 14 of 17
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@ www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
SPECIALLY SERVICED LOAN DETAIL - PART 2
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Offering Resolution Site
Distribution Loan Document Strategy Inspection Appraisal Appraisal Other REO
Date Number Cross-Reference Code (1) Date Phase 1 Date Date Value Property Revenue Comment
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed in Lieu Of
2 - Foreclosure 7 - REO Foreclosure
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A. Page 15 of 17
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@ www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
MODIFIED LOAN DETAIL
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Offering
Loan Document Pre-Modification
Number Cross-Reference Balance Modification Date Modification Description
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A. Page 16 of 17
<PAGE>
WELLS FARGO [LOGO]
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
-----------------------------------------
For Additional Information please contact
CTSLink Customer Service
(301) 815-6600
Reports Available on the World Wide web
@ www.ctslink.com/cmbs
-----------------------------------------
Payment Date: 08/17/2000
Record Date: 07/28/2000
LIQUIDATED LOAN DETAIL
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Final Recovery Offering Gross Proceeds
Loan Determination Document Appraisal Appraisal Actual Gross as a % of
Number Date Cross-Reference Date Value Balance Proceeds Actual Balance
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------
Current Total
-------------------------------------------------------------------------------------------------
Cumulative Total
-------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------------
Aggregate Net Net Proceeds Repurchased
Liquidation Liquidation as a % of Realized by Seller
Expenses* Proceeds Actual Balance Loss (Y/N)
------------------------------------------------------------------
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------
Current Total
------------------------------------------------------------------------------------------------
Cumulative Total
------------------------------------------------------------------------------------------------
</TABLE>
* Aggregate liquidation expenses also include outstanding P & I advances and
unpaid fees (servicing, trustee, etc.).
--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A. Page 17 of 17
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
ANNEX E
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain limited circumstances, the globally offered Credit Suisse
First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 2000-C1 (the "Global Securities") will be available only in
book-entry form. Investors in the Global Securities may hold such Global
Securities through any of DTC, Cedelbank or Euroclear. The Global Securities
will be tradable as home market instruments in both the European and U.S.
domestic markets. Initial settlement and all secondary trades will settle in
same day funds. Capitalized terms used but not defined in this Annex E have the
meanings assigned to them in the Prospectus Supplement and the Prospectus.
Secondary market trading between investors holding Global Securities
through Cedelbank and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional eurobond practice (i.e., seven calendar day settlement).
Secondary market trading between investors holding Global Securities through DTC
will be conducted according to the rules and procedures applicable to U.S.
corporate debt obligations.
Secondary cross-market trading between Cedelbank or Euroclear and DTC
Participants holding Certificates will be effected on a delivery-against-payment
basis through the respective Depositories of Cedelbank and Euroclear (in such
capacity) and as DTC Participants.
Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
or their participants.
INITIAL SETTLEMENT
All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities will
be represented through financial institutions acting on their behalf as direct
and indirect Participants in DTC. As a result, Cedelbank and Euroclear will hold
positions on behalf of their participants through their respective Depositories,
which in turn will hold such positions in accounts as DTC Participants.
Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to similar issues of pass-through
certificates. Investors' securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.
Investors electing to hold their Global Securities through Cedelbank or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security
and no "lock-up" or restricted period. Global Securities will be credited to the
securities custody accounts on the settlement date against payments in same-day
funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to similar issues
of pass-through certificates in same-day funds.
Trading between Cedelbank and/or Euroclear Participants. Secondary market
trading between Cedelbank Participants or Euroclear Participants will be settled
using the procedures applicable to conventional eurobonds in same-day funds.
Trading between DTC seller and Cedelbank or Euroclear purchaser. When
Global Securities are to be transferred from the account of a DTC Participant to
the account of a Cedelbank Participant or a Euroclear Participant, the purchaser
will send instructions to Cedelbank or Euroclear through a
E-1
<PAGE>
Cedelbank Participant or Euroclear Participant at least one business day prior
to settlement. Cedelbank or Euroclear will instruct the respective Depository,
as the case may be, to receive the Global Securities against payment. Payment
will include interest accrued on the Global Securities from and including the
last coupon payment date to and excluding the settlement date. Payment will then
be made by the respective Depository to the DTC Participant's account against
delivery of the Global Securities. After settlement has been completed, the
Global Securities will be credited to the respective clearing system and by the
clearing system, in accordance with its usual procedures, to the Cedelbank
Participant's or Euroclear Participant's account. The Global Securities credit
will appear the next day (European time) and the cash debit will be back-valued
to, and the interest on the Global Securities will accrue from, the value date
(which would be the preceding day when settlement occurred in New York). If
settlement is not completed on the intended value date (i.e., the trade fails),
the Cedelbank or Euroclear cash debit will be valued instead as of the actual
settlement date.
Cedelbank Participants and Euroclear Participants will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Cedelbank or Euroclear. Under
this approach, they may take on credit exposure to Cedelbank or Euroclear until
the Global Securities are credited to their accounts one day later.
As an alternative, if Cedelbank or Euroclear has extended a line of credit
to them, Cedelbank Participants or Euroclear Participants can elect not to
pre-position funds and allow that credit line to be drawn upon the finance
settlement. Under this procedure, Cedelbank Participants or Euroclear
Participants purchasing Global Securities would incur overdraft charges for one
day, assuming they cleared the overdraft when the Global Securities were
credited to their accounts. However, interest on the Global Securities would
accrue from the value date. Therefore, in many cases the investment income on
the Global Securities earned during that one day period may substantially reduce
or offset the amount of such overdraft charges, although this result will depend
on each Cedelbank Participant's or Euroclear Participant's particular cost of
funds.
Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to
the respective Depository for the benefit of Cedelbank Participants or Euroclear
Participants. The sale proceeds will be available to the DTC seller on the
settlement date. Thus, to the DTC Participant a cross-market transaction will
settle no differently than a trade between two DTC Participants.
Trading between Cedelbank or Euroclear seller and DTC purchaser. Due to
time zone differences in their favor, Cedelbank Participants and Euroclear
Participants may employ their customary procedures for transactions in which
Global Securities are to be transferred by the respective clearing system,
through the respective Depository, to a DTC Participant. The seller will send
instructions to Cedelbank or Euroclear through a Cedelbank Participant or
Euroclear Participant at least one business day prior to settlement. In these
cases, Cedelbank or Euroclear will instruct the respective Depository, as
appropriate, to deliver the bonds to the DTC Participant's account against
payment. Payment will include interest accrued on the Global Securities from and
including the last coupon payment date to and excluding the settlement date. The
payment will then be reflected in the account of the Cedelbank Participant or
Euroclear Participant the following day, and receipt of the cash proceeds in the
Cedelbank Participant's or Euroclear Participant's account would be back-valued
to the value date (which would be the preceding day, when settlement occurred in
New York). Should the Cedelbank Participant or Euroclear Participant have a line
of credit with its respective clearing system and elect to be in debit in
anticipation of receipt of the sale proceeds in its account, the back-valuation
will extinguish any overdraft charges incurred over that one-day period. If
settlement is not completed on the intended value date (i.e., the trade fails),
receipt of the cash proceeds in the Cedelbank Participant's or Euroclear
Participant's account would instead be valued as of the actual settlement date.
Finally, day traders that use Cedelbank or Euroclear and that purchase Global
Securities from DTC Participants for delivery to Cedelbank Participants or
Euroclear Participants should note that these trades would automatically fail on
the sale side unless affirmative action were taken. At least three techniques
should be readily available to eliminate this potential problem:
E-2
<PAGE>
(a) borrowing through Cedelbank or Euroclear for one day (until the
purchase side of the day trade is reflected in their Cedelbank or Euroclear
accounts) in accordance with the clearing system's customary procedures;
(b) borrowing the Global Securities in the U.S. from a DTC Participant no
later than one day prior to settlement, which would give the Global Securities
sufficient time to be reflected in their Cedelbank or Euroclear account in order
to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC Participant is at least one
day prior to the value date for the sale to the Cedelbank Participant or
Euroclear Participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A Certificate Owner of Global Securities holding securities through
Cedelbank or Euroclear (or through DTC if the holder has an address outside the
U.S.) will be subject to the 30% U.S. withholding tax that generally applies to
payments of interest (including original issue discount) on registered debt
issued by U.S. Persons (as defined below), unless (i) each clearing system, bank
or other financial institution that holds customers' securities in the ordinary
course of its trade or business in the chain of intermediaries between such
Certificate Owner and the U.S. entity required to withhold tax complies with
applicable certification requirements and (ii) such Certificate Owner takes one
of the following steps to obtain an exemption or reduced tax rate:
Exemption for non-U.S. Persons (Form W-8). Certificate Owners that are
non-U.S. Persons can obtain a complete exemption from the withholding tax by
filing a signed Form W-8 (Certificate of Foreign Status). If the information
shown on Form W-8 changes, a new Form W-8 must be filed within 30 days of such
change.
Exemption for non-U.S. Persons with effectively connected income (Form
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct
of a trade or business in the United States can obtain an exemption from the
withholding tax by filing Form 4224 (Exemption from Withholding of Tax on Income
Effectively Connected with the Conduct of a Trade or Business in the United
States).
Exemption or reduced rate for non-U.S. Persons resident in treaty countries
(Form 1001). Non-U.S. Persons that are Certificate Owners residing in a country
that has a tax treaty with the United States can obtain an exemption or reduced
tax rate (depending on the treaty terms) by filing Form 1001 (Ownership,
Exemption or Reduced Rate Certificate). If the treaty provides only for a
reduced rate, withholding tax will be imposed at that rate unless the filer
alternatively files Form W-8. Form 1001 may be filed by the Certificate Owner or
his agent.
Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).
U.S. Federal Income Tax Reporting Procedure. The Certificate Owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his agent,
files by submitting the appropriate form to the person through whom it holds
(the clearing agency, in the case of persons holding directly on the books of
the clearing agency). Except as provided below, Form W-8 and Form 1001 are
effective for three calendar years and Form 4224 is effective for one calendar
year.
Final withholding regulations (the "New Regulations") effective January 1,
2001 affect the documentation required from non-U.S. Persons having validly
existing IRS Forms, such as IRS Form W-8, 1001 or 4224. The New Regulations
replace a number of current tax certification forms (including IRS Forms W-9,
1001 and 4224, as discussed above) with a new series of IRS Forms W-8 and
generally standardize the period of time for which withholding agents can rely
on such forms (although certain of the new forms may remain valid indefinitely
if the beneficial owner provides a United States taxpayer identification number
and the information on the form does not change). Existing forms and statements
will remain valid until the earlier of their expiration or December 31, 2000.
E-3
<PAGE>
The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation or partnership organized in or under the laws of the
United States, any state thereof or the District of Columbia, (iii) an estate
the income of which is includible in gross income for United States tax
purposes, regardless of its source or (iv) a trust if a court within the United
States is able to exercise primary supervision of the administration of the
trust and one or more United States persons have the authority to control all
substantial decisions of the trust.
This summary does not deal with all aspects of U.S. Federal income tax
withholding that may be relevant to foreign holders of the Global Securities.
Investors are advised to consult their own tax advisors for specific tax advice
concerning their holding and disposing of the Global Securities.
E-4
<PAGE>
PROSPECTUS
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
DEPOSITOR
Commercial/Multifamily Mortgage Pass-Through Certificates
(Issuable in Series)
Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor") from time
to time will offer Commercial/Multifamily Mortgage Pass-Through Certificates
(the "Certificates") in "Series" by means of this Prospectus and a separate
Prospectus Supplement for each Series. The Certificates of each Series will
evidence beneficial ownership interests in a trust fund (the "Trust Fund") to be
established by the Depositor. The Certificates of a Series may be divided into
two or more "Classes" which may have different interest rates and which may
receive principal payments in differing proportions and at different times. In
addition, rights of the holders of certain Classes to receive principal and
interest may be subordinated to those of other Classes.
Each Trust Fund will consist of a pool (the "Mortgage Pool") of one or more
mortgage loans secured by first or junior liens on residential/commercial
properties, and related property and interests, conveyed to such Trust Fund by
the Depositor, and other assets, including any reserve funds established with
respect to a Series, insurance policies on the Mortgage Loans, letters of
credit, certificate guarantee insurance policies or other enhancement described
in the related Prospectus Supplement. If so specified in the related Prospectus
Supplement, the Mortgage Pool may also include participation interests in such
types of mortgage loans, installment contracts for the sale of such types of
properties and/or mortgage pass-through certificates. Such mortgage loans,
participation interests, mortgage pass-through certificates ("MBS") and
installment contracts are hereinafter referred to as the "Mortgage Loans." The
Mortgage Loans will have fixed or adjustable interest rates. Some Mortgage Loans
will fully amortize over their remaining terms to maturity and others will
provide for balloon payments at maturity. The Mortgage Loans will provide for
recourse against only the Mortgaged Properties or provide for recourse against
the other assets of the obligors thereunder. The Mortgage Loans will be newly
originated or seasoned, and will be acquired by the Depositor either directly or
through one or more affiliates. Information regarding each Series of
Certificates, including interest and principal payment provisions for each
Class, as well as information regarding the size, composition and other
characteristics of the Mortgage Pool relating to such Series, will be furnished
in the related Prospectus Supplement. The Mortgage Loans will be serviced by a
Master Servicer identified in the related Prospectus Supplement.
----------
The Certificates do not represent an obligation of or an interest in the
Depositor or any affiliate thereof. Unless so specified in the related
Prospectus Supplement, neither the Certificates nor the Mortgage Loans are
insured or guaranteed by any governmental agency or instrumentality or by any
other person or entity.
The Depositor, as specified in the related Prospectus Supplement, may elect to
treat all or a specified portion of the collateral securing any Series of
Certificates as a "real estate mortgage investment conduit" (a "REMIC"), or an
election may be made to treat the arrangement by which a Series of Certificates
is issued as a REMIC. If such election is made, each Class of Certificates of a
Series will be either Regular Interest Certificates or Residual Certificates
(each, as defined herein), as specified in the related Prospectus Supplement. If
no such election is made, the Trust Fund, as specified in the related Prospectus
Supplement, will be classified as a grantor trust for federal income tax
purposes. See "Certain Federal Income Tax Consequences."
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COM- MISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------
PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION APPEARING UNDER THE CAPTION
"RISK FACTORS" AFTER THE SECTION CAPTIONED "INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE" HEREIN.
----------
Offers of the Certificates may be made through one or more different
methods, including offerings through underwriters, which may include Credit
Suisse First Boston Corporation, an affiliate of the Depositor, as more fully
described under "Plan of Distribution" herein and in the related Prospectus
Supplement. Certain offerings of the Certificates, as specified in the related
Prospectus Supplement, may be made in one or more transactions exempt from the
registration requirements of the Securities Act of 1933, as amended. Such
offerings are not being made pursuant to the Registration Statement of which
this Prospectus forms a part.
There will have been no public market for the Certificates of any Series
prior to the offering thereof. No assurance can be given that such a market will
develop as a result of such offering or, if it does develop, that it will
continue.
This Prospectus may not be used to consummate sales of the Certificates
offered hereby unless accompanied by a Prospectus Supplement.
CREDIT SUISSE FIRST BOSTON
Prospectus dated October 12, 1999.
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
PROSPECTUS SUPPLEMENT
The Prospectus Supplement relating to each Series of Certificates will,
among other things, set forth with respect to such Series of Certificates: (i)
the identity of each Class within such Series; (ii) the initial aggregate
principal amount, the interest rate (the "Pass-Through Rate") (or the method for
determining it) and the authorized denominations of each Class of Certificates
of such Series; (iii) certain information concerning the Mortgage Loans relating
to such Series, including the principal amount, type and characteristics of such
Mortgage Loans on the date of issue of such Series of Certificates, and, if
applicable, the amount of any Reserve Fund for such Series; (iv) the
circumstances, if any, under which the Certificates of such Series are subject
to redemption prior to maturity; (v) the final scheduled distribution date of
each Class of Certificates of such Series; (vi) the method used to calculate the
aggregate amount of principal available and required to be applied to the
Certificates of such Series on each Distribution Date; (vii) the order of the
application of principal and interest payments to each Class of Certificates of
such Series and the allocation of principal to be so applied; (viii) the extent
of subordination of any Subordinate Certificates; (ix) the principal amount of
each Class of Certificates of such Series that would be outstanding on specified
Distribution Dates, if the Mortgage Loans relating to such Series were prepaid
at various assumed rates; (x) the Distribution Dates for each Class of
Certificates of such Series; (xi) relevant financial information with respect to
the Borrower(s) and the Mortgaged Properties underlying the Mortgage Loans
relating to such Series, if applicable; (xii) information with respect to the
terms of the Subordinate Certificates or Residual Certificates, if any, of such
Series; (xiii) additional information with respect to the Enhancement (as
defined herein) relating to such Series; (xiv) additional information with
respect to the plan of distribution of such Series; and (xv) whether the
Certificates of such Series will be registered in the name of the nominee of The
Depository Trust Company or another depository.
ADDITIONAL INFORMATION
This Prospectus contains, and the Prospectus Supplement for each Series of
Certificates will contain, a summary of the material terms of the documents
referred to herein and therein, but neither contains nor will contain all of the
information set forth in the Registration Statement (the "Registration
Statement") of which this Prospectus and the related Prospectus Supplement is a
part. For further information, reference is made to such Registration Statement
and the exhibits thereto which the Depositor has filed with the Securities and
Exchange Commission (the "Commission"), under the Securities Act of 1933, as
amended (the "Act"). Statements contained in this Prospectus and any Prospectus
Supplement as to the contents of any contract or other document referred to are
summaries and in each instance reference is made to the copy of the contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. Copies of the
Registration Statement may be obtained from the Commission, upon payment of the
prescribed charges, or may be examined free of charge at the Commission's
offices. The Depositor is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports and other information with the Commission. Reports and other information
filed with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Regional Offices of the Commission at Seven World Trade
Center, 13th Floor, New York, New York 10048; and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Commission
maintains a Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants, including
Credit Suisse First Boston Mortgage Securities Corp., that file electronically
with the Commission. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Copies of the Agreement pursuant to which a Series
of Certificates is issued will be provided to each person to whom a Prospectus
and the related Prospectus Supplement are delivered, upon written or oral
request directed to: Credit Suisse First Boston Mortgage Securities Corp.,
Eleven Madison Avenue, New York, New York 10010, telephone number
(212) 325-2000.
1
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports filed
or caused to be filed by the Depositor with respect to a Trust Fund pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the termination of the offering of Certificates offered
hereby. The Depositor will provide or cause to be provided without charge to
each person to whom this Prospectus is delivered in connection with the offering
of one or more Classes of Certificates, upon request, a copy of any or all such
documents or reports incorporated herein by reference, in each case to the
extent such documents or reports relate to one or more of such Classes of such
Certificates, other than the exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests to the
Depositor should be directed to: Credit Suisse First Boston Mortgage Securities
Corp., Eleven Madison Avenue, New York, New York 10010, telephone number (212)
325-2000.
2
<PAGE>
RISK FACTORS
INVESTORS SHOULD CONSIDER, IN CONNECTION WITH THE PURCHASE OF CERTIFICATES,
AMONG OTHER THINGS, THE FOLLOWING FACTORS AND CERTAIN OTHER FACTORS AS MAY BE
SET FORTH IN "RISK FACTORS" IN THE RELATED PROSPECTUS SUPPLEMENT.
LIMITED LIQUIDITY
There can be no assurance that a secondary market for the Certificates of
any Series will develop or, if it does develop, that it will provide holders
with liquidity of investment or will continue while Certificates of such Series
remain outstanding. Any such secondary market may provide less liquidity to
investors than any comparable market for securities evidencing interests in
single family mortgage loans. The market value of Certificates will fluctuate
with changes in prevailing rates of interest. Consequently, sale of
Certificates by a holder in any secondary market that may develop may be at a
discount from 100% of their original principal balance or from their purchase
price. Furthermore, secondary market purchasers may look only hereto, to the
related Prospectus Supplement and to the reports to Certificateholders
delivered pursuant to the related Agreement. Except to the extent described
herein and in the related Prospectus Supplement, Certificateholders will have
no redemption rights and the Certificates are subject to early retirement only
under certain specified circumstances described herein and in the related
Prospectus Supplement.
LIMITED ASSETS
The Certificates will not represent an interest in or obligation of the
Depositor, the Master Servicer, or any of their affiliates. The only
obligations with respect to the Certificates or the Mortgage Loans will be the
obligations (if any) of the Depositor (or, if otherwise provided in the related
Prospectus Supplement, the person identified therein as the person making
certain representations and warranties with respect to the Mortgage Loans, as
applicable) pursuant to certain limited representations and warranties made
with respect to the Mortgage Loans. Since certain representations and
warranties with respect to the Mortgage Loans may have been made and/or
assigned in connection with transfers of such Mortgage Loans prior to the
Closing Date, the rights of the Trustee and the Certificateholders with respect
to such representations or warranties will be limited to their rights as an
assignee thereof. Unless otherwise specified in the related Prospectus
Supplement, none of the Depositor, the Master Servicer or any affiliate thereof
will have any obligation with respect to representations or warranties made by
any other entity. Unless otherwise specified in the related Prospectus
Supplement, neither the Certificates nor the underlying Mortgage Loans will be
guaranteed or insured by any governmental agency or instrumentality, or by the
Depositor, the Master Servicer or any of their affiliates. Proceeds of the
assets included in the related Trust Fund for each Series of Certificates
(including the Mortgage Loans and any form of Enhancement) will be the sole
source of payments on the Certificates, and there will be no recourse to the
Depositor or any other entity in the event that such proceeds are insufficient
or otherwise unavailable to make all payments provided for under the
Certificates.
Unless otherwise specified in the related Prospectus Supplement, a Series
of Certificates will not have any claim against or security interest in the
Trust Funds for any other Series. If the related Trust Fund is insufficient to
make payments on such Certificates, no other assets will be available for
payment of the deficiency. Additionally, certain amounts remaining in certain
funds or accounts, including the Distribution Account, the Collection Account
and the REO Account and any accounts maintained as Enhancement, may be
withdrawn under certain conditions, as described in the related Prospectus
Supplement. In the event of such withdrawal, such amounts will not be available
for future payment of principal of or interest on the Certificates. If so
provided in the Prospectus Supplement for a Series of Certificates that
includes one or more classes of Subordinate Certificates, on any Distribution
Date in respect of which losses or shortfalls in collections on the Trust Funds
have been incurred, the amount of such losses or shortfalls will be borne first
by one or more classes of the Subordinate Certificates, and, thereafter, by the
remaining classes of Certificates in the priority and manner and subject to the
limitations specified in such Prospectus Supplement.
3
<PAGE>
PREPAYMENTS AND EFFECT ON AVERAGE LIFE OF CERTIFICATES AND YIELDS
Prepayments (including those caused by defaults) on the Mortgage Loans in
any Trust Fund generally will result in a faster rate of principal payments on
one or more classes of the related Certificates than if payments on such
Mortgage Loans were made as scheduled. Thus, the prepayment experience on the
Mortgage Loans may affect the average life of each class of related
Certificates. The rate of principal payments on pools of mortgage loans varies
between pools and from time to time is influenced by a variety of economic,
demographic, geographic, social, tax, legal and other factors. There can be no
assurance as to the rate of prepayment on the Mortgage Loans in any Trust Fund
or that the rate of payments will conform to any model described herein or in
any Prospectus Supplement. If prevailing interest rates fall significantly
below the applicable mortgage interest rates, principal prepayments are likely
to be higher than if prevailing rates remain at or above the rates borne by the
Mortgage Loans underlying or comprising the Mortgaged Properties in any Trust
Fund. As a result, the actual maturity of any class of Certificates could occur
significantly earlier than expected. A Series of Certificates may include one
or more classes of Certificates with priorities of payment and, as a result,
yields on other classes of Certificates of such Series may be more sensitive to
prepayments on Mortgage Loans. A Series of Certificates may include one or more
classes offered at a significant premium or discount. Yields on such classes of
Certificates will be sensitive, and in some cases extremely sensitive, to
prepayments on Mortgage Loans and, where the amount of interest payable with
respect to a class is disproportionately high, as compared to the amount of
principal, as with certain classes of Stripped Certificates, a holder might, in
some prepayment scenarios, fail to recoup its original investment. A Series of
Certificates may include one or more classes of Certificates that provide for
distribution of principal thereof from amounts attributable to interest accrued
but not currently distributable on one or more classes of Certificates (the
"Accrual Certificates") and, as a result, yields on such Certificates will be
sensitive to (a) the provisions of such Accrual Certificates relating to the
timing of distributions of interest thereon and (b) if such Accrual
Certificates accrue interest at a variable or floating Pass-Through Rate,
changes in such rate.
LIMITED NATURE OF RATINGS
Any rating assigned by a Rating Agency to a class of Certificates will
reflect such Rating Agency's assessment solely of the likelihood that holders
of Certificates of such class will receive payments to which such
Certificateholders are entitled under the related Agreement. Such rating will
not constitute an assessment of the likelihood that principal prepayments
(including those caused by defaults) on the related Mortgage Loans will be
made, the degree to which the rate of such prepayments might differ from that
originally anticipated or the likelihood of early optional termination of the
Series of Certificates. Such rating will not address the possibility that
prepayment at higher or lower rates than anticipated by an investor may cause
such investor to experience a lower than anticipated yield or that an investor
purchasing a Certificate at a significant premium might fail to recoup its
initial investment under certain prepayment scenarios. Each Prospectus
Supplement will identify any payment to which holders of Certificates of the
related Series are entitled that is not covered by the applicable rating.
The amount, type and nature of any Enhancement established with respect to
a Series of Certificates will be determined on the basis of criteria
established by each Rating Agency rating classes of such Series. Such criteria
are sometimes based upon an actuarial analysis of the behavior of mortgage
loans in a larger group. Such analysis is often the basis upon which each
Rating Agency determines the amount of credit support required with respect to
each such class. There can be no assurance that the historical data supporting
any such actuarial analysis will accurately reflect future experience nor any
assurance that the data derived from a large pool of mortgage loans accurately
predicts the delinquency, foreclosure or loss experience of any particular pool
of Mortgage Loans. No assurance can be given that values of any Mortgaged
Properties have remained or will remain at their levels on the respective dates
of origination of the related Mortgage Loans. Moreover, there is no assurance
that appreciation of real estate values generally will limit loss experiences
on the Mortgaged Properties. If the commercial or multifamily residential real
estate markets should experience an overall decline in property values such
that the outstanding principal balances of the Mortgage Loans underlying or
comprising the Mortgage Loans in a particular Trust Fund and any secondary
financing on the related Mortgaged Properties become equal to or greater than
the value of the Mortgaged Properties, the rates of delinquencies, foreclosures
and
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losses could be higher than those now generally experienced by institutional
lenders. In addition, adverse economic conditions (which may or may not affect
real property values) may affect the timely payment by mortgagors of scheduled
payments of principal and interest on the Mortgage Loans and, accordingly, the
rates of delinquencies, foreclosures and losses with respect to any Trust Fund.
To the extent that such losses are not covered by Enhancement, if any,
described in the related Prospectus Supplement, such losses will be borne, at
least in part, by the holders of one or more classes of the Certificates of the
related Series.
RISKS ASSOCIATED WITH MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage loans made with respect to multifamily or commercial property may
entail risks of delinquency and foreclosure, and risks of loss in the event
thereof, that are greater than similar risks associated with single family
property. The ability of a mortgagor to repay a loan secured by an
income-producing property typically is dependent primarily upon the successful
operation of such property rather than any independent income or assets of the
mortgagor; thus, the value of an income-producing property is directly related
to the net operating income derived from such property. In contrast, the
ability of a mortgagor to repay a single family loan typically is dependent
primarily upon the mortgagor's household income, rather than the capacity of
the property to produce income; thus, other than in geographical areas where
employment is dependent upon a particular employer or an industry, the
mortgagor's income tends not to reflect directly the value of such property. A
decline in the net operating income of an income-producing property will likely
affect both the performance of the related loan as well as the liquidation
value of such property, whereas a decline in the income of a mortgagor on a
single family property will likely affect the performance of the related loan
but may not affect the liquidation value of such property. Moreover, a decline
in the value of a Mortgaged Property will increase the risk of loss
particularly with respect to any related junior Mortgage Loan.
The performance of a mortgage loan secured by an income-producing property
leased by the mortgagor to tenants as well as the liquidation value of such
property may be dependent upon the business operated by such tenants in
connection with such property, the creditworthiness of such tenants or both.
The risks associated with such loans may be offset by the number of tenants or,
if applicable, a diversity of types of business operated by such tenants.
It is anticipated that a substantial portion of the Mortgage Loans
included in any Trust Fund will be nonrecourse loans or loans for which
recourse may be restricted or unenforceable, as to which, in the event of a
mortgagor's default, recourse may be had only against the specific property and
such other assets, if any, as have been pledged to secure the related Mortgage
Loan. With respect to those Mortgage Loans that provide for recourse against
the mortgagor and its assets generally, there can be no assurance that such
recourse will ensure a recovery in respect of a defaulted Mortgage Loan greater
than the liquidation value of the related Mortgaged Property.
Further, the concentration of default, foreclosure and loss risks in
individual mortgagors or Mortgage Loans in a particular Trust Fund or the
related Mortgaged Properties will generally be greater than for pools of single
family loans both because the Mortgage Loans in a Trust Fund will generally
consist of a smaller number of loans than would a single family pool of
comparable aggregate unpaid principal balance and because of the higher
principal balance of individual Mortgage Loans. Mortgage Loans in a Trust Fund
may consist of only a single or limited number of Mortgage Loans and/or relate
to Leases to only a single Lessee or a limited number of Lessees.
If applicable, certain legal aspects of the Mortgage Loans for a Series of
Certificates may be described in the related Prospectus Supplement.
RISKS ASSOCIATED WITH MORTGAGE LOANS AND LEASES
If so described in the related Prospectus Supplement, each mortgagor under
a Mortgage Loan may be an entity created by the owner or purchaser of the
related Mortgaged Property solely to own or purchase such property, in part to
isolate the property from the debts and liabilities of such owner or purchaser.
Unless otherwise specified, each such Mortgage Loan will represent a
nonrecourse obligation
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of the related mortgagor secured by the lien of the related Mortgage and the
related Lease assignments. Whether or not such loans are recourse or
nonrecourse obligations, it is not expected that the mortgagors will have any
significant assets other than the Mortgaged Properties and the related Leases,
which will be pledged to the Trustee under the related Agreement. Therefore,
the payment of amounts due on any such Mortgage Loans, and, consequently, the
payment of principal of and interest on the related Certificates, will depend
primarily or solely on rental payments by the Lessees. Such rental payments
will, in turn, depend on continued occupancy by, and/or the creditworthiness
of, such Lessees, which in either case may be adversely affected by a general
economic downturn or an adverse change in their financial condition. Moreover,
to the extent a Mortgaged Property was designed for the needs of a specific
type of tenant (e.g., a nursing home, hotel or motel), the value of such
property in the event of a default by the Lessee or the early termination of
such Lease may be adversely affected because of difficulty in re-leasing the
property to a suitable substitute lessee or, if re-leasing to such a substitute
is not possible, because of the cost of altering the property for another more
marketable use. As a result, without the benefit of the Lessee's continued
support of the Mortgaged Property, and absent significant amortization of the
Mortgage Loan, if such loan is foreclosed on and the Mortgaged Property is
liquidated following a lease default, the net proceeds might be insufficient to
cover the outstanding principal and interest owing on such loan, thereby
increasing the risk that holders of the Certificates will suffer some loss.
BALLOON PAYMENTS
Certain of the Mortgage Loans (the "Balloon Mortgage Loans") as of the
Cut-Off Date may not be fully amortizing over their terms to maturity and,
thus, will require substantial principal payments (i.e., balloon payments) at
their stated maturity. Mortgage Loans with balloon payments involve a greater
degree of risk because the ability of a mortgagor to make a balloon payment
typically will depend upon its ability either to timely refinance the loan or
to timely sell the related Mortgaged Property. The ability of a mortgagor to
accomplish either of these goals will be affected by a number of factors,
including the level of available mortgage interest rates at the time of sale or
refinancing, the mortgagor's equity in the related Mortgaged Property, the
financial condition and operating history of the mortgagor and the related
Mortgaged Property, tax laws, rent control laws (with respect to certain
multifamily properties and mobile home parks), reimbursement rates (with
respect to certain nursing homes), renewability of operating licenses,
prevailing general economic conditions and the availability of credit for
commercial or multifamily real properties, as the case may be, generally.
JUNIOR MORTGAGE LOANS
To the extent specified in the related Prospectus Supplement, certain of
the Mortgage Loans may be secured primarily by junior mortgages. In the case of
liquidation, Mortgage Loans secured by junior mortgages are entitled to
satisfaction from proceeds that remain from the sale of the related Mortgaged
Property after the mortgage loans senior to such Mortgage Loans have been
satisfied. If there are not sufficient funds to satisfy such junior Mortgage
Loans and senior mortgage loans, such Mortgage Loan would suffer a loss and,
accordingly, one or more classes of Certificates would bear such loss.
Therefore, any risks of deficiencies associated with first Mortgage Loans will
be greater with respect to junior Mortgage Loans.
OBLIGOR DEFAULT
If so specified in the related Prospectus Supplement, in order to maximize
recoveries on defaulted Mortgage Loans, a Master Servicer or a Special Servicer
will be permitted (within prescribed parameters) to extend and modify Mortgage
Loans that are in default or as to which a payment default is imminent,
including in particular with respect to balloon payments. In addition, a Master
Servicer or a Special Servicer may receive a workout fee based on receipts from
or proceeds of such Mortgage Loans. While any such entity generally will be
required to determine that any such extension or modification is reasonably
likely to produce a greater recovery on a present value basis than liquidation,
there can be no assurance that such flexibility with respect to extensions or
modifications or payment of a workout fee will increase the present value of
receipts from or proceeds of Mortgage Loans that are in default or as to
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which a payment default is imminent. Additionally, if so specified in the
related Prospectus Supplement, certain of the Mortgage Loans included in the
Mortgage Pool for a Series may have been subject to workouts or similar
arrangements following periods of delinquency and default.
MORTGAGOR TYPE
Mortgage Loans made to partnerships, corporations or other entities may
entail risks of loss from delinquency and foreclosure that are greater than
those of Mortgage Loans made to individuals. The mortgagor's sophistication and
form of organization may increase the likelihood of protracted litigation or
bankruptcy in default situations.
ENHANCEMENT LIMITATIONS
The Prospectus Supplement for a Series of Certificates will describe any
Enhancement in the related Trust Fund, which may include letters of credit,
insurance policies, guarantees, reserve funds or other types of credit support,
or combinations thereof. The use of Enhancement will be subject to the
conditions and limitations described herein and in the related Prospectus
Supplement. Moreover, such Enhancement may not cover all potential losses or
risks. For example, Enhancement may or may not cover fraud or negligence by a
mortgage loan originator or other parties.
A Series of Certificates may include one or more classes of Subordinate
Certificates, if so provided in the related Prospectus Supplement. Although
subordination is intended to reduce the risk to holders of Senior Certificates
of delinquent distributions or ultimate losses, the amount of subordination
will be limited and may decline under certain circumstances. In addition, if
principal payments on one or more classes of Certificates of a Series are made
in a specified order of priority, any limits with respect to the aggregate
amount of claims under any related Enhancement may be exhausted before the
principal of the lower priority classes of Certificates of such Series has been
repaid. As a result, the impact of significant losses and shortfalls on the
Trust Funds may fall primarily upon those classes of Certificates having a
lower priority of payment. Moreover, if a form of Enhancement covers more than
one Series of Certificates (each, a "Covered Trust"), holders of Certificates
evidencing an interest in a Covered Trust will be subject to the risk that such
Enhancement will be exhausted by the claims of other Covered Trusts.
The amount of any applicable Enhancement supporting one or more classes of
Certificates, including the subordination of one or more classes of other
Certificates, will be determined on the basis of criteria established by each
Rating Agency rating such classes of Certificates based on an assumed level of
defaults, delinquencies, other losses or other factors. There can, however, be
no assurance that the loss experience on the related Mortgage Loans will not
exceed such assumed levels.
Regardless of the form of Enhancement provided, the amount of coverage
will be limited in amount and in most cases will be subject to periodic
reduction in accordance with a schedule or formula. The Master Servicer will
generally be permitted to reduce, terminate or substitute all or a portion of
the Enhancement for any Series of Certificates, if the applicable Rating Agency
indicates that the then-current rating thereof will not be adversely affected.
The rating of any Series of Certificates by any applicable Rating Agency may be
lowered following the initial issuance thereof as a result of the downgrading
of the obligations of any applicable Enhancement provider, or as a result of
losses on the related Mortgage Loans substantially in excess of the levels
contemplated by such Rating Agency at the time of its initial rating analysis.
None of the Depositor, the Master Servicer or any of their affiliates will have
any obligation to replace or supplement any Enhancement, or to take any other
action to maintain any rating of any Series of Certificates.
ENFORCEABILITY
Mortgages may contain a due-on-sale clause, which in general permits the
lender to accelerate the maturity of the Mortgage Loan if the mortgagor sells,
transfers or conveys the related Mortgaged Property or its interest in the
Mortgaged Property. Mortgages may also include a debt-acceleration clause,
which permits the lender to accelerate the debt upon a monetary or non-monetary
default by the mortgagor. Such clauses are generally enforceable subject to
certain exceptions. The courts of all states
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will enforce clauses providing for acceleration in the event of a material
payment default. The equity courts of any state, however, may refuse the
foreclosure of a mortgage or deed of trust when an acceleration of the
indebtedness would be inequitable or unjust or the circumstances would render
the acceleration unconscionable.
If so specified in the related Prospectus Supplement, the Mortgage Loans
will be secured by an assignment of leases and rents pursuant to which the
mortgagor typically assigns its right, title and interest as landlord under the
leases on the related Mortgaged Property and the income derived therefrom to
the lender as further security for the related Mortgage Loan, while retaining a
license to collect rents for so long as there is no default. In the event the
mortgagor defaults, the license terminates and the lender is entitled to
collect rents. Such assignments are typically not perfected as security
interests prior to actual possession of the cash flows. Some state laws may
require that the lender take possession of the Mortgaged Property and obtain a
judicial appointment of a receiver before becoming entitled to collect the
rents. In addition, if bankruptcy or similar proceedings are commenced by or in
respect of the mortgagor, the lender's ability to collect the rents may be
adversely affected.
ENVIRONMENTAL RISKS
Real property pledged as security for a mortgage loan may be subject to
certain environmental risks. Under the laws of certain states, failure to
perform a cleanup required for contamination of a property may give rise to a
lien on the property to assure the costs of cleanup. In several states, such a
lien has priority over the lien of an existing mortgage against such property.
In addition, under the laws of some states and under the federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") a
lender may become liable, as an "owner" or "operator," for costs of addressing
releases or threatened releases of hazardous substances that require remedy at
a property, if agents or employees of the lender participated in the operations
of the mortgagor, regardless of whether or not the environmental damage or
threat was caused by a prior owner. A lender also risks such liability on
foreclosure of the mortgage. Each Agreement will provide that the Master
Servicer, acting on behalf of the Trust Fund, may not acquire title to a
Mortgaged Property securing a Mortgage Loan or take over its operation unless
such Master Servicer has previously determined, based upon a report prepared by
a person who regularly conducts environmental audits, that: (i) the Mortgaged
Property is in compliance with applicable environmental laws or, if not, that
taking such actions as are necessary to bring the Mortgaged Property in
compliance therewith is likely to produce a greater recovery on a present value
basis, after taking into account any risks associated therewith, than not
taking such actions and (ii) there are no circumstances present at the
Mortgaged Property relating to the use, management or disposal of any hazardous
substances for which investigation, testing, monitoring, containment, cleanup
or remediation could be required under any federal, state or local law or
regulation, or that, if any hazardous substances are present for which such
action would be required, taking such actions with respect to the affected
Mortgaged Property is reasonably likely to produce a greater recovery on a
present value basis, after taking into account any risks associated therewith,
than not taking such actions. Any additional restrictions on acquiring title to
a Mortgaged Property may be set forth in the related Prospectus Supplement.
DELINQUENT AND NON-PERFORMING MORTGAGE LOANS
If so provided in the related Prospectus Supplement, the Trust Fund for a
particular Series of Certificates may include Mortgage Loans that are past due
or are non-performing. Unless otherwise described in the related Prospectus
Supplement, the servicing of such Mortgage Loans as to which a specified number
of payments are delinquent will be performed by the Special Servicer; however,
the same entity may act as both Master Servicer and Special Servicer.
Enhancement provided with respect to a particular Series of Certificates may
not cover all losses related to such delinquent or nonperforming Mortgage
Loans, and investors should consider the risk that the inclusion of such
Mortgage Loans in the Trust Fund may adversely affect the rate of defaults and
prepayments on the Mortgage Loans in such Trust Fund and the yield on the
Certificates of such Series.
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ERISA CONSIDERATIONS
Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of such plans. Due to the complexity of
regulations which govern such plans, prospective investors that are subject to
ERISA are urged to consult their own counsel regarding consequences under ERISA
of acquisition, ownership and disposition of the Certificates of any Series.
CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING RESIDUAL CERTIFICATES
Holders of Residual Certificates will be required to report on their
federal income tax returns as ordinary income their pro rata share of the
taxable income of the REMIC, regardless of the amount or timing of their
receipt of cash payments, as described in "Certain Federal Income Tax
Consequences." Accordingly, under certain circumstances, holders of
Certificates that constitute Residual Certificates may have taxable income and
tax liabilities arising from such investment during a taxable year in excess of
the cash received during such period. Individual holders of Residual
Certificates may be limited in their ability to deduct servicing fees and other
expenses of the REMIC. In addition, Residual Certificates are subject to
certain restrictions on transfer. Because of the special tax treatment of
Residual Certificates, the taxable income arising in a given year on a Residual
Interest Certificate will not be equal to the taxable income associated with
investment in a corporate bond or stripped instrument having similar cash flow
characteristics and pre-tax yield. Therefore, the after-tax yield on the
Residual Interest Certificate may be significantly less than that of a
corporate bond or stripped instrument having similar cash flow characteristics,
or may be negative. A Residual Interest Certificate acquired after January 3,
1995 cannot be marked-to-market.
CONTROL
Under certain circumstances, the consent or approval of the holders of a
specified percentage of the aggregate Certificate balance of all outstanding
Certificates of a Series or a similar means of allocating decision-making under
the related Agreement ("Voting Rights") will be required to direct, and will be
sufficient to bind all Certificateholders of such Series to, certain actions,
including directing the Special Servicer or the Master Servicer with respect to
actions to be taken with respect to certain Mortgage Loans and REO Properties
and amending the related Agreement in certain circumstances.
BOOK-ENTRY REGISTRATION
If so provided in the related Prospectus Supplement, one or more classes
of the Certificates will be initially represented by one or more certificates
registered in the name of Cede & Co., the nominee for The Depository Trust
Company ("DTC"), and will not be registered in the names of the beneficial
owners of such Certificates or their nominees. Because of this, unless and
until definitive certificates are issued, such beneficial owners will not be
recognized by the Trustee as "Certificateholders" (as that term is to be used
in the related Agreement). Hence, until such time, such beneficial owners will
be able to exercise the rights of Certificateholders only indirectly through
DTC and its participating organizations.
THE DEPOSITOR
The Depositor was incorporated in the State of Delaware on December 31,
1985, and is a wholly-owned subsidiary of Credit Suisse First Boston Management
Corporation ("CSFBMC"). CSFBMC is a wholly-owned subsidiary of Credit Suisse
First Boston, Inc. Credit Suisse First Boston Corporation, which may act as an
underwriter in offerings made hereby, as described in "Plan of Distribution"
below, is also a wholly-owned subsidiary of Credit Suisse First Boston, Inc.
The principal executive offices of the Depositor are located at Eleven Madison
Avenue, New York, N.Y. 10010. Its telephone number is (212) 325-2000.
The Depositor was organized, among other things, for the purposes of
establishing trusts, selling beneficial interests therein and acquiring and
selling mortgage assets to such trusts. Neither the Depositor, its parent nor
any of the Depositor's affiliates will insure or guarantee distributions on the
Certificates of any Series.
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The assets of the Trust Funds will be acquired by the Depositor directly
or through one or more affiliates.
USE OF PROCEEDS
The Depositor will apply all or substantially all of the net proceeds from
the sale of each Series offered hereby and by the related Prospectus Supplement
to purchase the Mortgage Loans relating to such Series, to repay indebtedness
which has been incurred to obtain funds to acquire Mortgage Loans, to establish
the Reserve Funds, if any, for the Series, to obtain other Enhancement, if any,
for the Series and to pay costs of structuring and issuing the Certificates. If
so specified in the related Prospectus Supplement, Certificates may be
exchanged by the Depositor for Mortgage Loans.
DESCRIPTION OF THE CERTIFICATES*
* Whenever in this Prospectus the terms "Certificates," "Trust Fund" and
"Mortgage Pool" are used, such terms will be deemed to apply, unless the
context indicates otherwise, to a specific Series of Certificates, the Trust
Fund underlying the related Series and the related Mortgage Pool.
The Certificates of each Series will be issued pursuant to a separate
Pooling and Servicing Agreement (the "Agreement") to be entered into among the
Depositor, the Master Servicer and the Trustee for that Series and any other
parties described in the applicable Prospectus Supplement, substantially in the
form filed as an exhibit to the Registration Statement of which this Prospectus
is a part or in such other form as may be described in the applicable
Prospectus Supplement. The following summaries describe certain provisions
expected to be common to each Series and the Agreement with respect to the
underlying Trust Fund. However, the Prospectus Supplement for each Series will
describe more fully the Certificates and the provisions of the related
Agreement, which may be different from the summaries set forth below.
At the time of issuance, the Certificates of each Series will be rated
"investment grade," typically one of the four highest generic rating
categories, by at least one nationally recognized statistical rating
organization. Each of such rating organizations specified in the applicable
Prospectus Supplement as rating the Certificates of the related Series is
hereinafter referred to as a "Rating Agency." A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the assigning Rating Agency.
GENERAL
The Certificates of each Series will be issued in registered or book-entry
form and will represent beneficial ownership interests in the trust fund (the
"Trust Fund") created pursuant to the Agreement for such Series. The Trust Fund
for each Series will comprise, to the extent provided in the Agreement: (i) the
Mortgage Pool, consisting primarily of the Mortgage Loans conveyed to the
Trustee pursuant to the Agreement; (ii) all payments on or collections in
respect of the Mortgage Loans; (iii) all property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans; and (iv) such
other assets or rights as are described in the related Prospectus Supplement.
In addition, the Trust Fund for a Series may include private mortgage
pass-through certificates, certificates issued or guaranteed by the Federal
Home Loan Mortgage Corporation ("FHLMC"), the Federal National Mortgage
Association ("FNMA") or the Governmental National Mortgage Association ("GNMA")
or mortgage pass-through certificates previously created by the Depositor, as
well as various forms of Enhancement, such as, but not limited to, insurance
policies on the Mortgage Loans, letters of credit, certificate guarantee
insurance policies, the right to make draws upon one or more Reserve Funds or
other arrangements acceptable to each Rating Agency rating the Certificates.
See "Enhancement." Such other assets will be described more fully in the
related Prospectus Supplement.
If so specified in the applicable Prospectus Supplement, Certificates of a
given Series may be issued in several Classes which may pay interest at
different rates, may represent different allocations of the right to receive
principal and interest payments, and certain of which may be subordinated to
other Classes in the event of shortfalls in available cash flow from the
underlying Mortgage Loans. Alternatively, or in addition, Classes may be
"time-tranched" and, therefore, structured to receive principal payments in
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sequence. Each Class in a group of "time-tranched" Classes would be entitled to
be paid in full before the next Class in the group is entitled to receive any
principal payments. A Class of Certificates may also provide for payments of
principal only or interest only or for disproportionate payments of principal
and interest. Subordinate Certificates of a given Series of Certificates may be
offered in the same Prospectus Supplement as the Senior Certificates of such
Series or may be offered in a separate Prospectus Supplement. Each Class of
Certificates of a Series will be issued in the minimum denominations specified
in the related Prospectus Supplement.
The Prospectus Supplement for any Series including Classes similar to any
of those described above will contain a complete description of their
characteristics and risk factors, including, as applicable, (i) mortgage
principal prepayment effects on the weighted average lives of Classes, (ii) the
risk that interest only, or disproportionately interest weighted, Classes
purchased at a premium may not return their purchase prices under rapid
prepayment scenarios and (iii) the degree to which an investor's yield is
sensitive to principal prepayments.
The Certificates of each Series will be freely transferable and
exchangeable at the office specified in the related Agreement and Prospectus
Supplement, provided, however, that certain Classes of Certificates may be
subject to transfer restrictions described in the related Prospectus
Supplement. If specified in the related Prospectus Supplement, the Certificates
may be transferable only on the books of The Depository Trust Company or
another depository identified in such Prospectus Supplement.
DISTRIBUTIONS ON CERTIFICATES
Distributions of principal and interest on the Certificates of each Series
will be made to the registered holders thereof ("Certificateholders" or
"Holders") by the Trustee (or such other paying agent as may be identified in
the related Prospectus Supplement) on the day (the "Distribution Date")
specified in the related Prospectus Supplement, beginning in the period
specified in the related Prospectus Supplement following the establishment of
the related Trust Fund. Distributions for each Series will be made by check
mailed to the address of the person entitled thereto as it appears on the
certificate register for such Series maintained by the Trustee, by wire
transfer or by such other method as is specified in the related Prospectus
Supplement. Unless otherwise specified in the applicable Prospectus Supplement,
the final distribution in retirement of the Certificates of each Series will be
made only upon presentation and surrender of the Certificates at the office or
agency specified in the notice to the Certificateholders of such final
distribution. In addition, the Prospectus Supplement relating to each Series
will set forth the applicable due period, prepayment period, record date,
Cut-Off Date and determination date in respect of each Series of Certificates.
With respect to each Series of Certificates on each Distribution Date, the
Trustee (or such other paying agent as may be identified in the applicable
Prospectus Supplement) will distribute to the Certificateholders the amounts
described in the related Prospectus Supplement that are due to be paid on such
Distribution Date. In general, such amounts will include previously
undistributed payments of principal (including principal prepayments, if any)
and interest on the Mortgage Loans received by the Trustee after a date
specified in the related Prospectus Supplement (the "Cut-Off Date") and prior
to the day preceding each Distribution Date specified in the related Prospectus
Supplement.
ACCOUNTS
It is expected that the Agreement for each Series of Certificates will
provide that the Trustee establish an account (the "Distribution Account") into
which the Master Servicer will deposit amounts held in the Collection Account
from which account distributions will be made with respect to a given
Distribution Date. On each Distribution Date, the Trustee will apply amounts on
deposit in the Distribution Account generally to make distributions of interest
and principal to the Certificateholders in the manner described in the related
Prospectus Supplement.
It is also expected that the Agreement for each Series of Certificates
will provide that the Master Servicer establish and maintain a special trust
account (the "Collection Account") in the name of the Trustee for the benefit
of Certificateholders. Unless otherwise specified in the related Prospectus
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Supplement, the Master Servicer will deposit into the Collection Account, as
more fully described in the related Prospectus Supplement: (1) all payments on
account of principal, including principal prepayments, on the Mortgage Loans;
(2) all payments on account of interest on the Mortgage Loans and all
Prepayment Premiums; (3) all proceeds from any insurance policy relating to a
Mortgage Loan ("Insurance Proceeds") other than proceeds applied to restoration
of the related Mortgaged Property; (4) all proceeds from the liquidation of a
Mortgage Loan ("Liquidation Proceeds"), including the sale of any Mortgaged
Property acquired on behalf of the Trust Fund through foreclosure or deed in
lieu of foreclosure ("REO Property"); (5) all proceeds received in connection
with the taking of a Mortgaged Property by eminent domain; (6) any amounts
required to be deposited by the Master Servicer to cover net losses on
Permitted Investments made with funds held in the Collection Account; (7) any
amounts required to be deposited in connection with the application of
co-insurance clauses, flood damage to REO Properties and blanket policy
deductibles; (8) any amounts required to be deposited from income with respect
to any REO Property; and (9) any amounts received from Borrowers which
represent recoveries of Property Protection Expenses. "Prepayment Premium"
means any premium paid or payable by the related Borrower in connection with
any principal prepayment on any Mortgage Loan. "Property Protection Expenses"
comprise certain costs and expenses incurred in connection with defaulted
Mortgage Loans, acquiring title or management of REO Property or the sale of
defaulted Mortgage Loans or REO Properties, as more fully described in the
related Agreement. As set forth in the Agreement for each Series, the Master
Servicer will be entitled to make certain withdrawals from the Collection
Account to, among other things: (i) remit certain amounts for the related
Distribution Date into the Distribution Account; (ii) reimburse Property
Protection Expenses and pay taxes, assessments and insurance premiums and
certain third-party expenses in accordance with the Agreement; (iii) pay
accrued and unpaid servicing fees to the Master Servicer out of all Mortgage
Loan collections; and (iv) reimburse the Master Servicer, the Trustee and the
Depositor for certain expenses and provide indemnification to the Depositor and
the Master Servicer as described in the Agreement.
The amount at any time credited to the Collection Account may be invested
in Permitted Investments that are payable on demand or in general mature or are
subject to withdrawal or redemption on or before the business day preceding the
next succeeding Master Servicer Remittance Date. The Master Servicer will be
required to remit amounts required for distribution to Certificateholders to
the Distribution Account on the business day preceding the related Distribution
Date (the "Master Servicer Remittance Date"). The income from the investment of
funds in the Collection Account in Permitted Investments will constitute
additional servicing compensation for the Master Servicer, and the risk of loss
of funds in the Collection Account resulting from such investments will be
borne by the Master Servicer. The amount of each such loss will be required to
be deposited by the Master Servicer in the Collection Account immediately as
realized.
It is expected that the Agreement for each Series of Certificates will
provide that a special trust account (the "REO Account") will be established
and maintained in order to be used in connection with REO Properties and, if
specified in the related Prospectus Supplement, certain other Mortgaged
Properties. To the extent set forth in the Agreement, certain withdrawals from
the REO Account will be made to, among other things, (i) make remittances to
the Collection Account as required by the Agreement, (ii) pay taxes,
assessments, insurance premiums, other amounts necessary for the proper
operation, management and maintenance of the REO Properties and such Mortgaged
Properties and certain third-party expenses in accordance with the Agreement
and (iii) provide for the reimbursement of certain expenses in respect of the
REO Properties and such Mortgaged Properties.
The amount at any time credited to the REO Account will be fully insured
to the maximum coverage possible or will be invested in Permitted Investments
(as defined herein) that mature, or are subject to withdrawal or redemption, on
or before the business day on which such amounts are required to be remitted to
the Master Servicer for deposit in the Collection Account. The income from the
investment of funds in the REO Account in Permitted Investments shall be
deposited in the REO Account for remittance to the Collection Account, and the
risk of loss of funds in the REO Account resulting from such investments will
be borne by the Trust Fund.
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Unless otherwise specified in the applicable Prospectus Supplement,
"Permitted Investments" will consist of one or more of the following:
(i) direct obligations of, or guarantees as to timely payment of
principal and interest by, the United States or any agency or
instrumentality thereof provided that such obligations are backed
by the full faith and credit of the United States of America;
(ii) direct obligations of, or guarantees as to timely payment of
principal and interest by, the FHLMC, FNMA or the Federal Farm
Credit System, provided that any such obligation, at the time of
purchase of such obligation or contractual commitment providing
for the purchase thereof, is qualified by each Rating Agency as
an investment of funds backing securities having ratings
equivalent to each Rating Agency's highest initial rating of the
Certificates;
(iii) demand and time deposits in or certificates of deposit of, or
bankers' acceptances issued by, any bank or trust company,
savings and loan association or savings bank, provided that, in
the case of obligations that are not fully FDIC-insured deposits,
the commercial paper and/or long-term unsecured debt obligations
of such depository institution or trust company (or in the case
of the principal depository institution in a holding company
system, the commercial paper or long-term unsecured debt
obligations of such holding company) have the highest rating
available for such securities by each Rating Agency (in the case
of commercial paper) or have received one of the two highest
ratings available for such securities by each Rating Agency (in
the case of long-term unsecured debt obligations), or such lower
rating as will not result in the downgrade or withdrawal of the
rating or ratings then assigned to the Certificates by any Rating
Agency;
(iv) general obligations of or obligations guaranteed by any state of
the United States or the District of Columbia receiving one of
the two highest long-term debt ratings available for such
securities by each Rating Agency, or such lower rating as will
not result in the downgrading or withdrawal of the rating or
ratings then assigned to the Certificates by any such Rating
Agency;
(v) commercial or finance company paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more
than one year after the date of issuance thereof) that is rated
by each Rating Agency in its highest short-term unsecured rating
category at the time of such investment or contractual commitment
providing for such investment, and is issued by a corporation the
outstanding senior long-term debt obligations of which are then
rated by each Rating Agency in one of its two highest long-term
unsecured rating categories, or such lower rating as will not
result in the downgrading or withdrawal of the rating or ratings
then assigned to the Certificates by any Rating Agency;
(vi) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation rated in one of the two highest
ratings available to such issuers by each Rating Agency at the
time of such investment provided that any such agreement must by
its terms provide that it is terminable by the purchaser without
penalty in the event any such rating is at any time lower than
such level; (vii) repurchase obligations with respect to any
security described in clause (i) or (ii) above entered into with
a depository institution or trust company (acting as principal)
meeting the ratings standard described in (iii) above;
(vii) securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States or
any state thereof and rated by each Rating Agency in one of its
two highest long-term unsecured rating categories at the time of
such investment or contractual commitment providing therefor;
provided, however, that securities issued by any such corporation
will not be Permitted Investments to the extent that investment
therein would cause the then outstanding principal amount of
securities issued by such corporation and held as part of the
Collection Account or the Distribution Account to exceed 20% of
the aggregate principal amount of all Permitted Investments held
in the Collection Account and the Distribution Account;
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(viii) units of taxable money market funds which funds are regulated
investment companies, seek to maintain a constant net asset value
per share and invest solely in obligations backed by the full
faith and credit of the United States, and have been designated
in writing by each Rating Agency as Permitted Investments with
respect to this definition;
(ix) if previously confirmed in writing to the Trustee, any other
demand, money market or time deposit, or any other obligation,
security or investment, as may be acceptable to each Rating
Agency as an investment of funds backing securities having
ratings equivalent to each Rating Agency's highest initial rating
of the Certificates; and
(x) such other obligations as are acceptable as Permitted
Investments to each Rating Agency;
provided, however, that (a) such instrument or security shall qualify as a
"cash flow investment" pursuant to the Internal Revenue Code of 1986, as
amended (the "Code") and (b) no instrument or security shall be a Permitted
Investment if (i) such instrument or security evidences a right to receive only
interest payments or (ii) the stated interest rate on such investment is in
excess of 120% of the yield to maturity produced by the price at which such
investment was purchased.
AMENDMENT
The Agreement for each Series will provide that it may be amended by the
parties thereto without the consent of any of the Certificateholders to cure
any ambiguity, to correct or supplement any provision therein that may be
inconsistent with any other provision therein, to maintain the rating or
ratings assigned to the Certificates by a Rating Agency or to make other
provisions with respect to matters or questions arising under the Agreement
which are not inconsistent with the provisions of the Agreement, provided that
such action will not, as evidenced by an opinion of counsel acceptable to the
Depositor and the Trustee, adversely affect in any material respect the
interests of any Certificateholder.
Each Agreement will also provide that it may be amended by the parties
thereto with the consent of the Holders of Certificates representing an
aggregate outstanding principal amount of not less than a percentage specified
in the related Agreement of each Class of Certificates affected by the proposed
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Agreement or modifying in any
manner the rights of Certificateholders; provided, however, that no such
amendment may (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of each affected Certificateholder, (ii) reduce
the aforesaid percentage of Certificates the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all
Certificates then outstanding, or (iii) alter the servicing standard set forth
in the Agreement. Further, the Agreement for each Series may provide that the
parties thereto, at any time and from time to time, without the consent of the
Certificateholders, may amend the Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the REMIC Pool as a REMIC at all times that any of the
Certificates are outstanding; provided, however, that such action, as evidenced
by an opinion of counsel acceptable to the Trustee, is necessary or helpful to
maintain such qualification, and would not adversely affect in any material
respect the interest of any Certificateholder. The Agreement relating to each
Series may provide that no amendment to such Agreement will be made unless
there has been delivered in accordance with such Agreement an opinion of
counsel to the effect that such amendment will not cause such Series to fail to
qualify as a REMIC at any time that any of the Certificates are outstanding.
The Prospectus Supplement for a Series may describe other or different
provisions concerning the amendment of the related Agreement.
TERMINATION; REPURCHASE OF MORTGAGE LOANS
The obligations of the parties to the Agreement for each Series will
terminate upon: (i) the purchase of all of the assets of the related Trust
Fund, as described in the related Prospectus Supplement; (ii) the later of (a)
the distribution to Certificateholders of that Series of final payment with
respect to the last
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outstanding Mortgage Loan or (b) the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure with respect to the last outstanding
Mortgage Loan and the remittance to the Certificateholders of all funds due
under the Agreement; (iii) the sale of the assets of the related Trust Fund
after the principal amounts of all Certificates have been reduced to zero under
circumstances set forth in the Agreement; or (iv) mutual consent of the parties
and all Certificateholders. With respect to each Series, the Trustee will give
or cause to be given written notice of termination of the Agreement to each
Certificateholder and, unless otherwise specified in the applicable Prospectus
Supplement, the final distribution under the Agreement will be made only upon
surrender and cancellation of the related Certificates at an office or agency
specified in the notice of termination.
REPORTS TO CERTIFICATEHOLDERS
Concurrently with each distribution for each Series, the Trustee (or such
other paying agent as may be identified in the applicable Prospectus
Supplement) will forward to each Certificateholder a statement setting forth
such information relating to such distribution as is specified in the Agreement
and described in the applicable Prospectus Supplement.
THE TRUSTEE
The Depositor will select a bank or trust company to act as trustee (the
"Trustee") under the Agreement for each Series and the Trustee will be
identified, and its obligations under that Agreement will be described, in the
applicable Prospectus Supplement.
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THE MORTGAGE POOLS
GENERAL
Each Mortgage Pool will consist of mortgage loans secured by first or
junior mortgages, deeds of trust or similar security instruments ("Mortgages")
on, or installment contracts ("Installment Contracts") for the sale of, fee
simple or leasehold interests in commercial real estate property, multifamily
residential property, cooperatively owned multifamily properties and/or mixed
residential/commercial property and related property and interests (each such
interest or property, as the case may be, a "Mortgaged Property") located,
unless otherwise specified in the related Prospectus Supplement, in any of the
fifty states, the District of Columbia or the Commonwealth of Puerto Rico. A
Mortgage Pool may also include any or all of the participation interests in
such types of mortgage loans, private mortgage pass-through certificates,
certificates issued or guaranteed by FHLMC, FNMA or GNMA and mortgage
pass-through certificates previously created by the Depositor ("MBS"). Each
such mortgage loan, Installment Contract, participation interest or MBS is
herein referred to as a "Mortgage Loan."
All Mortgage Loans will be of one or more of the following types:
1. mortgage loans with fixed interest rates;
2. mortgage loans with adjustable interest rates;
3. mortgage loans whose principal balances fully amortize over their
remaining terms to maturity;
4. mortgage loans whose principal balances do not fully amortize but
instead provide for a substantial principal payment at the stated maturity of
the loan;
5. mortgage loans that provide for recourse against only the Mortgaged
Properties;
6. mortgage loans that provide for recourse against the other assets of
the related Borrowers (as defined below); and
7. any other types of mortgage loans described in the applicable
Prospectus Supplement.
Certain Mortgage Loans ("Simple Interest Loans") may provide that
scheduled interest and principal payments thereon are applied first to interest
accrued from the last date to which interest has been paid to the date such
payment is received and the balance thereof is applied to principal, and other
Mortgage Loans may provide for payment of interest in advance rather than in
arrears.
Mortgage Loans may also be secured by one or more assignments of leases
and rents, management agreements or operating agreements relating to the
Mortgaged Property and in some cases by certain letters of credit, personal
guarantees or both. Pursuant to an assignment of leases and rents, the obligor
(the "Borrower") on the related promissory note (the "Note") assigns its right,
title and interest as landlord under each lease and the income derived
therefrom to the related lender, while retaining a license to collect the rents
for so long as there is no default. If the Borrower defaults, the license
terminates and the related lender is entitled to collect the rents from tenants
to be applied to the monetary obligations of the Borrower. State law may limit
or restrict the enforcement of the assignment of leases and rents by a lender
until the lender takes possession of the related Mortgaged Property and a
receiver is appointed. See "Certain Legal Aspects of the Mortgage Loans--Leases
and Rents."
A Trust Fund may consist of a single Mortgage Loan or a number of Mortgage
Loans with a single obligor or related obligors thereunder, or multiple
Mortgage Loans with multiple unrelated obligors thereunder, as specified in the
related Prospectus Supplement. The Mortgage Loans will be newly originated or
seasoned, and will be acquired by the Depositor either directly or through one
or more affiliates.
Unless otherwise specified in the Prospectus Supplement for a Series, the
Mortgage Loans will not be insured or guaranteed by the United States, any
governmental agency, any private mortgage insurer or any other person or
entity.
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The Prospectus Supplement relating to each Series will specify the
originator or originators relating to the Mortgage Loans, which may include,
among others, commercial banks, savings and loan associations, other financial
institutions, insurance companies or real estate developers, and the
underwriting criteria to the extent available in connection with originating
the Mortgage Loans. The criteria applied by the Depositor in selecting the
Mortgage Loans to be included in a Mortgage Pool will vary from Series to
Series. The Prospectus Supplement relating to each Series also will provide
specific information regarding the characteristics of the Mortgage Loans, as of
the Cut-Off Date, including, among other things: (i) the aggregate principal
balance of the Mortgage Loans; (ii) the types of properties securing the
Mortgage Loans and the aggregate principal balance of the Mortgage Loans
secured by each type of property; (iii) the interest rate or range of interest
rates of the Mortgage Loans; (iv) the origination dates and the original and,
with respect to seasoned Mortgage Loans, remaining terms to stated maturity of
the Mortgage Loans; (v) the loan-to-value ratios at origination and, with
respect to seasoned Mortgage Loans, current loan balance-to-original value
ratios of the Mortgage Loans; (vi) the geographic distribution of the Mortgaged
Properties underlying the Mortgage Loans; (vii) the minimum interest rates,
margins, adjustment caps, adjustment frequencies, indices and other similar
information applicable to adjustable rate Mortgage Loans; (viii) the debt
service coverage ratios relating to the Mortgage Loans; and (ix) payment
delinquencies, if any, relating to the Mortgage Loans. The applicable
Prospectus Supplement will also specify any inadequate, incomplete or obsolete
documentation relating to the Mortgage Loans and other characteristics of the
Mortgage Loans relating to each Series. If specified in the applicable
Prospectus Supplement, the Depositor may segregate the Mortgage Loans in a
Mortgage Pool into separate "Mortgage Loan Groups" (as described in the related
Prospectus Supplement) as part of the structure of the payments of principal
and interest on the Certificates of a Series. In such case, the Depositor will
disclose the above-specified information by Mortgage Loan Group.
The Depositor will file a current report on Form 8-K (the "Form 8-K") with
the Securities and Exchange Commission within 15 days after the initial
issuance of each Series of Certificates (each, a "Closing Date"), as specified
in the related Prospectus Supplement, which will set forth information with
respect to the Mortgage Loans included in the Trust Fund for a Series as of the
related Closing Date. The Form 8-K will be available to the Certificateholders
of the related Series promptly after its filing.
ASSIGNMENT OF MORTGAGE LOANS
At the time of issuance of the Certificates of each Series, the Depositor
will cause the Mortgage Loans to be assigned to the Trustee, together with, as
more fully specified in the related Prospectus Supplement, all principal and
interest due on or with respect to such Mortgage Loans, other than principal and
interest due on or before the Cut-Off Date and principal prepayments received on
or before the Cut-Off Date. The Trustee, concurrently with such assignment, will
execute and deliver Certificates evidencing the beneficial ownership interests
in the related Trust Fund to the Depositor in exchange for the Mortgage Loans.
Each Mortgage Loan will be identified in a schedule appearing as an exhibit to
the Agreement for the related Series (the "Mortgage Loan Schedule"). The
Mortgage Loan Schedule will include, among other things, as to each Mortgage
Loan, information as to its outstanding principal balance as of the close of
business on the Cut-Off Date, as well as information respecting the interest
rate, the scheduled monthly (or other periodic) payment of principal and
interest as of the Cut-Off Date and the maturity date of each Note.
In addition, except to the extent otherwise specified in the applicable
Prospectus Supplement, the Depositor will, as to each Mortgage Loan, deliver to
the Trustee: (i) the Note, endorsed to the order of the Trustee without
recourse; (ii) the Mortgage and an executed assignment thereof in favor of the
Trustee or otherwise as required by the Agreement; (iii) any assumption,
modification or substitution agreements relating to the Mortgage Loan; (iv) a
lender's title insurance policy (or owner's policy in the case of an Installment
Contract), together with its endorsements, or an attorney's opinion of title
issued as of the date of origination of the Mortgage Loan; (v) if the assignment
of leases, rents and profits is separate from the Mortgage, an executed
re-assignment of assignment of leases, rents and profits to the Trustee; and
(vi) such other documents as may be described in the Agreement (such documents
collectively, the "Mortgage Loan File"). Unless otherwise expressly permitted by
the Agreement, all documents included in the Mortgage Loan File are to be
original executed documents; provided, however,
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that in instances where the original recorded Mortgage, Mortgage assignment or
any document necessary to assign the Depositor's interest in Installment
Contracts to the Trustee, as described in the Agreement, has been retained by
the applicable jurisdiction or has not yet been returned from recordation, the
Depositor may deliver a photocopy thereof certified to be the true and complete
copy of the original thereof submitted for recording.
The Trustee will hold the Mortgage Loan File for each Mortgage Loan in
trust for the benefit of all Certificateholders. Pursuant to the Agreement, the
Trustee is obligated to review the Mortgage Loan File for each Mortgage Loan
within a specified number of days after the execution and delivery of the
Agreement. Unless otherwise specified in the related Prospectus Supplement, if
any document in the Mortgage Loan File is found to be defective in any material
respect, the Trustee will promptly notify the Depositor and the Master Servicer.
Unless otherwise specified in the related Prospectus Supplement, if the Master
Servicer or other entity cannot cure such defect within the time period
specified in such Prospectus Supplement, the Master Servicer or such other
entity will be obligated to either substitute the affected Mortgage Loan for a
Substitute Mortgage Loan or Loans, or to repurchase the related Mortgage Loan
from the Trustee within the time period specified in such Prospectus Supplement
at a price equal to the principal balance thereof as of the date of purchase or,
in the case of a Series as to which an election has been made to treat the
related Trust Fund as a REMIC, at such other price as may be necessary to avoid
a tax on a prohibited transaction, as described in Section 860F(a) of the Code,
in each case together with accrued interest at the applicable Pass-Through Rate
to the first day of the month following such repurchase, plus the amount of any
unreimbursed advances made by the Master Servicer in respect of such Mortgage
Loan. Unless otherwise specified in the applicable Prospectus Supplement, this
purchase obligation constitutes the sole remedy available to the Holders of
Certificates or the Trustee for a material defect in a constituent document.
MORTGAGE UNDERWRITING STANDARDS AND PROCEDURES
The underwriting procedures and standards for Mortgage Loans included in a
Mortgage Pool will be specified in the related Prospectus Supplement to the
extent such procedures and standards are known or available. Such Mortgage Loans
may be originated in contemplation of the transactions contemplated by this
Prospectus and the related Prospectus Supplement or may have been originated by
third-parties and acquired by the Depositor directly or through its affiliates
in negotiated transactions.
Except as otherwise set forth in the related Prospectus Supplement for a
Series, the originator of a Mortgage Loan will have applied underwriting
procedures intended to evaluate, among other things, the income derived from the
Mortgaged Property, the capabilities of the management of the project, including
a review of management's past performance record, its management reporting and
control procedures (to determine its ability to recognize and respond to
problems) and its accounting procedures (to determine cash management ability,
the obligor's credit standing and repayment ability and the value and adequacy
of the Mortgaged Property as collateral). Mortgage Loans insured by the Federal
Housing Administration ("FHA"), a division of the United States Department of
Housing and Urban Development ("HUD"), will have been originated by mortgage
lenders which are approved by HUD as an FHA mortgagee in the ordinary course of
their real estate lending activities and will comply with the underwriting
policies of FHA.
If so specified in the related Prospectus Supplement, the adequacy of a
Mortgaged Property as security for repayment will generally have been determined
by appraisal by appraisers selected in accordance with preestablished guidelines
established by or acceptable to the loan originator for appraisers. If so
specified in the related Prospectus Supplement, the appraiser must have
personally inspected the property and verified that it was in good condition and
that construction, if new, has been completed. Unless otherwise stated in the
applicable Prospectus Supplement, the appraisal will have been based upon a cash
flow analysis and/or a market data analysis of recent sales of comparable
properties and, when deemed applicable, a replacement cost analysis based on the
current cost of constructing or purchasing a similar property.
No assurance can be given that values of the Mortgaged Properties have
remained or will remain at their levels on the dates of origination of the
related Mortgage Loans. Further, there is no assurance that
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appreciation of real estate values generally will limit loss experiences on
commercial properties or multifamily residential properties. If the commercial
real estate market should experience an overall decline in property values such
that the outstanding balances of the Mortgage Loans and any additional
financing on the Mortgaged Properties in a particular Mortgage Pool become
equal to or greater than the value of the Mortgaged Properties, the actual
rates of delinquencies, foreclosures and losses could be higher than those now
generally experienced in the mortgage lending industry. To the extent that such
losses are not covered by the methods of Enhancement or the insurance policies
described herein, the ability of the Depositor to pay principal of and interest
on the Certificates may be adversely affected. Even where credit support covers
all losses resulting from defaults and foreclosure, the effect of defaults and
foreclosures may be to increase prepayment experience on the Mortgage Loans,
thus shortening weighted average life and affecting yield to maturity.
REPRESENTATIONS AND WARRANTIES
Unless otherwise specified in the related Prospectus Supplement, the seller
(the "Unaffiliated Seller") of a Mortgage Loan to the Depositor or any of its
affiliates (or the Master Servicer, if the Unaffiliated Seller is also the
Master Servicer under the Agreement) will have made representations and
warranties in respect of the Mortgage Loans sold by such Unaffiliated Seller (or
the Master Servicer) to the Depositor or its affiliates. Such representations
and warranties will generally include, among other things: (i) with respect to
each Mortgaged Property, that title insurance (or in the case of Mortgaged
Properties located in areas where such policies are generally not available, an
attorney's opinion of title) and any required hazard insurance was effective at
the origination of each Mortgage Loan, and that each policy (or opinion of
title) remained in effect on the date of purchase of the Mortgage Loan from the
Unaffiliated Seller; (ii) that the Unaffiliated Seller had good and marketable
title to each such Mortgage Loan; (iii) with respect to each Mortgaged Property,
that each mortgage constituted a valid first lien on the Mortgaged Property
(subject only to permissible title insurance exceptions), unless otherwise
specified in the related Prospectus Supplement; (iv) that there were no
delinquent tax or assessment liens against the Mortgaged Property; and (v) that
each Mortgage Loan was current as to all required payments (unless otherwise
specified in the related Prospectus Supplement).
All of the representations and warranties of an Unaffiliated Seller in
respect of a Mortgage Loan will have been made as of the date on which such
Unaffiliated Seller sold the Mortgage Loan to the Depositor or its affiliate. A
substantial period of time may have elapsed between such date and the date of
the initial issuance of the Series of Certificates evidencing an interest in
such Mortgage Loan. Since the representations and warranties of an Unaffiliated
Seller do not address events that may occur following the sale of a Mortgage
Loan by an Unaffiliated Seller, the repurchase obligation of the Unaffiliated
Seller described below will not arise if, on or after the date of the sale of a
Mortgage Loan by the Unaffiliated Seller to the Depositor or its affiliates, the
relevant event occurs that would have given rise to such an obligation. However,
the Depositor will not include any Mortgage Loan in the Trust Fund for any
Series of Certificates if anything has come to the Depositor's attention that
would cause it to believe that the representations and warranties of an
Unaffiliated Seller will not be accurate and complete in all material respects
in respect of such Mortgage Loan as of the related Cut-Off Date. If so specified
in the related Prospectus Supplement, the Depositor will make certain
representations and warranties for the benefit of Holders of Certificates of a
Series in respect of a Mortgage Loan that relate to the period commencing on the
date of sale of such Mortgage Loan to the Depositor or its affiliates.
Unless otherwise set forth or specified in the related Prospectus
Supplement, upon the discovery of the breach of any representation or warranty
made by an Unaffiliated Seller in respect of a Mortgage Loan that materially and
adversely affects the interests of the Certificateholders of the related Series,
such Unaffiliated Seller or, if so specified in the related Prospectus
Supplement, the Master Servicer will be obligated to repurchase such Mortgage
Loan at a purchase price equal to 100% of the unpaid principal balance thereof
at the date of repurchase or, in the case of a Series of Certificates as to
which the Depositor has elected to treat the related Trust Fund as a REMIC, as
defined in the Code, at such other price as may be necessary to avoid a tax on a
prohibited transaction, as described in Section 860F(a) of the Code, in each
case together with accrued interest at the Pass-Through Rate for the related
Mortgage Pool, to the first day of the month following such repurchase and the
amount of any unreimbursed
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advances made by the Master Servicer in respect of such Mortgage Loan. The
Master Servicer will be required to enforce such obligation of the Unaffiliated
Seller for the benefit of the Trustee and the Certificateholders, following the
practices it would employ in its good faith business judgment were it the owner
of such Mortgage Loan. Unless otherwise specified in the applicable Prospectus
Supplement and subject to the ability of the Unaffiliated Seller or the Master
Servicer to deliver Substitute Mortgage Loans for certain Mortgage Loans as
described below, this repurchase obligation constitutes the sole remedy
available to the Certificateholders of such Series for a breach of a
representation or warranty by an Unaffiliated Seller.
Any obligation of the Master Servicer to purchase a Mortgage Loan if an
Unaffiliated Seller defaults on its obligation to do so is subject to
limitations, and no assurance can be given that an Unaffiliated Seller will
carry out its repurchase obligation with respect to the Mortgage Loans.
The Depositor will make representations and warranties with respect to the
Mortgage Loans in a Mortgage Pool, as specified in the related Prospectus
Supplement. Upon a breach of any representation or warranty by the Depositor
that materially and adversely affects the interests of the Certificateholders,
the Depositor will be obligated either to cure the breach in all material
respects or to purchase the related Mortgage Loan at the purchase price set
forth above. Unless otherwise specified in the applicable Prospectus Supplement
and subject to the ability of the Depositor to deliver Substitute Mortgage Loans
for certain Mortgage Loans as described below, this repurchase obligation
constitutes the sole remedy available to the Certificateholders or the Trustee
for a breach of representation or warranty by the Depositor.
The proceeds of any repurchase of a Mortgage Loan will be deposited,
subject to certain limitations set forth in the related Agreement, into the
Collection Account.
Within the period of time specified in the related Prospectus Supplement,
following the date of issuance of a Series of Certificates, the Depositor, the
Master Servicer or the Unaffiliated Seller, as the case may be, may deliver to
the Trustee Mortgage Loans ("Substitute Mortgage Loans") in substitution for any
one or more of the Mortgage Loans ("Deleted Mortgage Loans") initially included
in the Trust Fund but which do not conform in one or more respects to the
description thereof contained in the related Prospectus Supplement, as to which
a breach of a representation or warranty is discovered, which breach materially
and adversely affects the interests of the Certificateholders, or as to which a
document in the related Mortgage Loan File is defective in any material respect.
Unless otherwise specified in the related Prospectus Supplement, the required
characteristics of any Substitute Mortgage Loan will generally include, among
other things, that such Substitute Mortgage Loan on the date of substitution,
will (i) have an outstanding principal balance, after deduction of all scheduled
payments due in the month of substitution, not in excess of the outstanding
principal balance of the Deleted Mortgage Loan (the amount of any shortfall to
be distributed to Certificateholders in the month of substitution), (ii) have a
per annum interest rate (the "Mortgage Interest Rate") not less than (and not
more than 1% greater than) the Mortgage Interest Rate of the Deleted Mortgage
Loan, (iii) have a remaining term to maturity not greater than (and not more
than one year less than) that of the Deleted Mortgage Loan and (iv) comply with
all the representations and warranties set forth in the Agreement as of the date
of substitution.
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SERVICING OF THE MORTGAGE LOANS
GENERAL
The Prospectus Supplement related to a Series will identify the master
servicer, or if there is only one servicer of the Mortgage Loans, the servicer
thereof (as applicable, the "Master Servicer") and will set forth certain
information concerning the Master Servicer. The Master Servicer may be an
affiliate of the Depositor and may have other business relationships with the
Depositor and its affiliates.
The Master Servicer will be responsible for servicing the Mortgage Loans
pursuant to the Agreement for the related Series. If so specified in the related
Prospectus Supplement, the Master Servicer may subcontract the servicing of all
or a portion of the Mortgage Loans to one or more sub-servicers and may
subcontract the servicing of certain Mortgage Loans that are in default or
otherwise require special servicing (the "Specially Serviced Mortgage Loans") to
a special servicer (the "Special Servicer"), and certain information with
respect to the Special Servicer will be set forth in such Prospectus Supplement.
Such sub-servicers and the Special Servicer may be an affiliate of the Depositor
and may have other business relationships with Depositor and its affiliates.
COLLECTIONS AND OTHER SERVICING PROCEDURES
The Master Servicer will make reasonable efforts to collect all payments
called for under the Mortgage Loans and will, consistent with the related
Agreement, following such collection procedures as it deems necessary or
desirable. Consistent with the above, the Master Servicer may, in its
discretion, waive any late payment or assumption charge or penalty interests in
connection with late payment or assumption of a Mortgage Loan and, if so
specified in the related Prospectus Supplement, may extend the due dates for
payments due on a Note.
It is expected that the Agreement for each Series will provide that the
Master Servicer establish and maintain an escrow account (the "Escrow Account")
in which the Master Servicer will be required to deposit amounts received from
each Borrower, if required by the terms of the related Note, for the payment of
taxes, assessments, certain mortgage and hazard insurance premiums and other
comparable items. The Special Servicer, if any, will be required to remit
amounts received for such purposes on Mortgage Loans serviced by it for deposit
in the Escrow Account, and will be entitled to direct the Master Servicer to
make withdrawals from the Escrow Account as may be required for servicing of
such Mortgage Loans. Withdrawals from the Escrow Account may be made to effect
timely payment of taxes, assessments, mortgage and hazard insurance premiums, to
refund to Borrowers amounts determined to be overages, to remove amounts
deposited therein in error, to pay interest to Borrowers on balances in the
Escrow Account, if required, to repair or otherwise protect the Mortgaged
Properties and to clear and terminate such account. The Master Servicer will be
entitled to all income on the funds in the Escrow Account invested in Permitted
Investments not required to be paid to Borrowers under applicable law. The
Master Servicer will be responsible for the administration of the Escrow
Account. If amounts on deposit in the Escrow Account are insufficient to pay any
tax, insurance premium or other similar item when due, such item will be payable
from amounts on deposit in the Collection Account or, to the extent such amounts
are insufficient, in the manner set forth in the Prospectus Supplement and
Agreement for the related Series.
INSURANCE
Unless otherwise specified in the applicable Prospectus Supplement, the
Agreement for each Series will require that the Master Servicer maintain or
require each Borrower to maintain insurance in accordance with the related
Mortgage, which generally will include a standard fire and hazard insurance
policy with extended coverage. To the extent required by the related Mortgage,
the coverage of each such standard hazard insurance policy will be in an amount
that is not less than the lesser of the full replacement cost of the
improvements securing such Mortgage Loan or the outstanding principal balance
owing on such Mortgage Loan. If a Mortgaged Property was located at the time of
origination of the related Mortgage Loan in a federally designated special flood
hazard area, the Master Servicer will also
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maintain or require the related Borrower to maintain flood insurance in an
amount equal to the lesser of the unpaid principal balance of the related
Mortgage Loan and the maximum amount obtainable with respect to the Mortgage
Loan. To the extent set forth in the related Prospectus Supplement, the cost of
any such insurance maintained by the Master Servicer will be an expense of the
Trust Fund payable out of the Collection Account. The Master Servicer will
cause to be maintained fire and hazard insurance with extended coverage on each
REO Property in an amount which is at least equal to the greater of (i) an
amount not less than the amount necessary to avoid the application of any
coinsurance clause contained in the related insurance policy and (ii) the
replacement cost of the improvements which are a part of such property. The
cost of any such insurance with respect to an REO Property will be an expense
of the Trust Fund payable out of amounts on deposit in the related REO Account
or, if such amounts are insufficient, from the Collection Account. The Master
Servicer will maintain flood insurance providing substantially the same
coverage as described above on any REO Property which was located in a
federally designated special flood hazard area at the time the related Mortgage
Loan was originated. The related Agreement will provide that the Master
Servicer may satisfy its obligation to cause hazard policies to be maintained
by maintaining a master, or single interest blanket, insurance policy insuring
against losses on the Mortgage Loans or REO Properties, as the case may be. The
incremental cost of such insurance allocable to any particular Mortgage Loan,
if not borne by the related Borrower, will be an expense of the Trust Fund.
Alternatively, the Master Servicer may satisfy its obligation by maintaining,
at its expense, a blanket policy (i.e., not a single interest or master policy)
insuring against losses on the Mortgage Loans or REO Properties, as the case
may be. If such a blanket policy contains a deductible clause, the Master
Servicer will be obligated to deposit in the Collection Account all sums which
would have been deposited therein but for such clause.
In general, the standard form of fire and hazard extended coverage policy
will cover physical damage to, or destruction of, the improvements on the
Mortgaged Property caused by fire, lightning, explosion, smoke, windstorm, hail,
riot, strike and civil commotion, subject to the conditions and exclusions
particularized in each policy. Since the standard hazard insurance policies
relating to the Mortgage Loans will be underwritten by different insurers and
will cover Mortgaged Properties located in various states, such policies will
not contain identical terms and conditions. The most significant terms thereof,
however, generally will be determined by state law and conditions. Most such
policies typically will not cover any physical damage resulting from war,
revolution, governmental actions, floods and other water-related causes, earth
movement (including earthquakes, landslides and mud flows), nuclear reaction,
wet or dry rot, vermin, rodents, insects or domestic animals, theft and, in
certain cases, vandalism. The foregoing list is merely indicative of certain
kinds of uninsured risks and is not intended to be all-inclusive. Any losses
incurred with respect to Mortgage Loans due to uninsured risks (including
earthquakes, mud flows and floods) or insufficient hazard insurance proceeds
could affect distributions to the Certificateholders.
The standard hazard insurance policies covering Mortgaged Properties
securing Mortgage Loans typically will contain a "coinsurance" clause which, in
effect, will require the insured at all times to carry insurance of a specified
percentage (generally 80% to 90%) of the full replacement value of the
dwellings, structures and other improvements on the Mortgaged Property in order
to recover the full amount of any partial loss. If the insured's coverage falls
below this specified percentage, such clause will provide that the insurer's
liability in the event of partial loss will not exceed the greater of (i) the
actual cash value (the replacement cost less physical depreciation) of the
structures and other improvements damaged or destroyed and (ii) such proportion
of the loss, without deduction for depreciation, as the amount of insurance
carried bears to the specified percentage of the full replacement cost of such
dwellings, structures and other improvements.
In addition, to the extent required by the related Mortgage, the Master
Servicer may require the Borrower to maintain other forms of insurance
including, but not limited to, loss of rent endorsements, business interruption
insurance and comprehensive public liability insurance, and the related
Agreement may require the Master Servicer to maintain public liability insurance
with respect to any REO Properties. Any cost incurred by the Master Servicer in
maintaining any such insurance policy will be added to the amount owing under
the Mortgage Loan where the terms of the Mortgage Loan so permit;
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provided, however, that the addition of such cost will not be taken into
account for purposes of calculating the distribution to be made to
Certificateholders. Such costs may be recovered by the Master Servicer from the
Collection Account, with interest thereon, as provided by the Agreement.
Unless otherwise specified in the applicable Prospectus Supplement, no pool
insurance policy, special hazard insurance policy, bankruptcy bond, repurchase
bond or guarantee insurance will be maintained with respect to the Mortgage
Loans, nor will any Mortgage Loan be subject to FHA insurance.
The FHA is responsible for administering various federal programs,
including mortgage insurance, authorized under the National Housing Act of 1934,
as amended, and the United States Housing Act of 1937, as amended. To the extent
specified in the related Prospectus Supplement, all or a portion of the Mortgage
Loans may be insured by the FHA. The Master Servicer will be required to take
such steps as are reasonably necessary to keep such insurance in full force and
effect.
FIDELITY BONDS AND ERRORS AND OMISSIONS INSURANCE
Unless otherwise specified in the applicable Prospectus Supplement, the
Agreement for each Series will require that the Master Servicer obtain and
maintain in effect a fidelity bond or similar form of insurance coverage (which
may provide blanket coverage) or any combination thereof insuring against loss
occasioned by fraud, theft or other intentional misconduct of the officers,
employees and agents of the Master Servicer. The related Agreement will allow
the Master Servicer to self-insure against loss occasioned by the errors and
omissions of the officers, employees and agents of the Master Servicer so long
as certain criteria set forth in the Agreement are met.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
The Master Servicer's principal compensation for its activities under the
Agreement for each Series will come from the payment to it or retention by it,
with respect to each Mortgage Loan, of a "Servicing Fee" (as defined in the
related Prospectus Supplement). The exact amount and calculation of such
Servicing Fee will be established in the Prospectus Supplement and Agreement for
the related Series. Since the aggregate unpaid principal balance of the Mortgage
Loans will generally decline over time, the Master Servicer's servicing
compensation will ordinarily decrease as the Mortgage Loans amortize.
In addition, the Agreement for a Series may provide that the Master
Servicer be entitled to receive, as additional compensation, (i) Prepayment
Premiums, late fees and certain other fees collected from Borrowers and (ii) any
interest or other income earned on funds deposited in the Collection Account (as
described under "Description of the Certificates--Accounts") and, except to the
extent such income is required to be paid to the related Borrowers, the Escrow
Account.
Unless otherwise specified in the related Prospectus Supplement, the Master
Servicer will pay the fees and expenses of the Trustee.
If the Master Servicer subcontracts the servicing of Specially Serviced
Mortgage Loans to a Special Servicer, the exact amount and calculation of the
Special Servicer Fee will be established in the Prospectus Supplement and
Agreement for the related Series.
In addition to the compensation described above, the Master Servicer (or
any other party specified in the applicable Prospectus Supplement) may retain,
or be entitled to the reimbursement of, such other amounts and expenses as are
described in the applicable Prospectus Supplement.
ADVANCES
The applicable Prospectus Supplement will set forth the obligations, if
any, of the Master Servicer to make any advances with respect to delinquent
payments on Mortgage Loans, payments of taxes, insurance and Property Protection
Expenses or otherwise. Any such advances will be made in the form and manner
described in the Prospectus Supplement and Agreement for the related Series.
MODIFICATIONS, WAIVERS AND AMENDMENTS
If so specified in the related Prospectus Supplement, the Agreement for
each Series will provide that the Master Servicer or the Special Servicer, if
any, may have the discretion, subject to certain conditions
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set forth herein, to modify, waive or amend certain of the terms of any
Mortgage Loan without the consent of the Trustee or any Certificateholder. The
extent to which the Master Servicer or the Special Servicer, if any, may
modify, waive or amend any terms of the Mortgage Loans without such consent
will be specified in the related Prospectus Supplement.
The Special Servicer, if any, may, with respect to any Specially Serviced
Mortgage Loan, subject to the terms and conditions set forth in the Agreement,
modify, waive or amend the terms of such Mortgage Loan if the Special Servicer
determines that a material default has occurred or a payment default has
occurred or is reasonably foreseeable. The Special Servicer, if any, may extend
the maturity date of such Mortgage Loan to a date not later than the date
described in the related Prospectus Supplement.
Unless otherwise provided in the applicable Prospectus Supplement, the
Special Servicer, if any, will not agree to any modification, waiver or
amendment of the payment terms of a Mortgage Loan unless the Special Servicer
has determined that such modification, waiver or amendment is reasonably likely
to produce a greater recovery on a present value basis than liquidation of the
Mortgage Loan. Prior to agreeing to any such modification, waiver or amendment
of the payment terms of a Mortgage Loan, the Special Servicer, if any, will give
notice thereof in the manner set forth in the Prospectus Supplement and
Agreement for the related Series.
The Prospectus Supplement for a Series may describe other or different
provisions concerning the modification, waiver or amendment of the terms of the
related Mortgage Loans.
EVIDENCE OF COMPLIANCE
The Agreement for each Series will provide that the Master Servicer, at its
expense, will cause a firm of independent public accountants to furnish to the
Trustee, annually on or before a date specified in the Agreement, a statement as
to compliance by the Master Servicer with the Agreement.
In addition, the Agreement will provide that the Master Servicer will
deliver to the Trustee, annually on or before a date specified in the Agreement,
a statement signed by an officer to the effect that, based on a review of its
activities during the preceding calendar year, to the best of such officer's
knowledge, the Master Servicer has fulfilled its obligations under the Agreement
throughout such year or, if there has been a default in the fulfillment of any
such obligation, specifying each such default and the nature and status thereof.
CERTAIN MATTERS WITH RESPECT TO THE MASTER SERVICER, THE SPECIAL SERVICER AND
THE TRUSTEE
The Agreement for each Series will also provide that neither the Master
Servicer nor any of its directors, officers, employees or agents will be under
any liability to the Trust Fund or the Certificateholders for any action taken,
or for refraining from the taking of any action, in good faith pursuant to the
Agreement, or for errors in judgment; provided, however, that neither the Master
Servicer nor any such person will be protected against any breach of
representations or warranties made by the Master Servicer in the Agreement, or
any liability that would otherwise be imposed by reason of willful misfeasance,
bad faith, or negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties thereunder. The Agreement will
further provide that the Master Servicer and any of its directors, officers,
employees or agents will be entitled to indemnification by the Trust Fund and
will be held harmless against any loss, liability or expense incurred in
connection with any legal action relating to the Agreement or the Certificates,
other than any loss, liability or expense incurred (i) by reason of willful
misfeasance, bad faith or negligence in the performance of its duties or by
reason of reckless disregard of its obligations and duties thereunder or (ii) in
certain other circumstances specified in the Agreement. Any loss resulting from
such indemnification will reduce amounts distributable to Certificateholders and
will be borne pro rata by all Certificateholders without regard to
subordination, if any, of one Class to another.
Unless otherwise provided in the related Prospectus Supplement, the Master
Servicer may not resign from its obligations and duties under the Agreement
except upon a determination that its duties thereunder are no longer permissible
under applicable law. No such resignation will become effective until the
Trustee or a successor Master Servicer has assumed the Master Servicer's
obligations and duties under the Agreement.
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If the Master Servicer subcontracts the servicing of Specially Serviced
Mortgage Loans to a Special Servicer, the standard of care for, and any
indemnification to be provided to, the Special Servicer will be set forth in the
related Agreement.
The Trustee under each Agreement will be named in the applicable Prospectus
Supplement. The commercial bank or trust company serving as Trustee may have
normal banking relationships with the Depositor and/or its affiliates and with
the Master Servicer and/or its affiliates.
The Trustee may resign from its obligations under the Agreement at any
time, in which event a successor Trustee will be appointed. In addition, the
Depositor may remove the Trustee if the Trustee ceases to be eligible to act as
Trustee under the Agreement or if the Trustee becomes insolvent, at which time
the Depositor will become obligated to appoint a successor Trustee. The Trustee
may also be removed at any time by the Holders of Certificates evidencing the
Voting Rights specified in the applicable Prospectus Supplement. Any resignation
and removal of the Trustee, and the appointment of a successor Trustee, will not
become effective until acceptance of such appointment by the successor Trustee.
EVENTS OF DEFAULT
Events of default (each, an "Event of Default") with respect to the Master
Servicer under the Agreement for each Series will, unless otherwise provided in
the applicable Prospectus Supplement, include: (i) any failure by the Master
Servicer to remit to the Trustee for deposit in the Distribution Account for
distribution to Certificateholders any payment required to be made by the Master
Servicer under the terms of the Agreement at least one business day prior to the
related Distribution Date; (ii) any failure on the part of the Master Servicer
duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer, which failure continues
unremedied for a period of 90 days after written notice of such failure has been
given to the Master Servicer; (iii) the entering against the Master Servicer of
a decree or order of a court, agency or supervisory authority for the
appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Master Servicer, or for the winding-up or
liquidation of its affairs; provided that any such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; (iv) the
consent by the Master Servicer to the appointment of a conservator or receiver
or liquidator or liquidating committee in any insolvency, readjustment of debt,
marshalling of assets and liabilities, voluntary liquidation or similar
proceedings of or relating to the Master Servicer or of or relating to all or
substantially all of its property; and (v) the admission by the Master Servicer
in writing of its inability to pay its debts generally as they become due, the
filing by the Master Servicer of a petition to take advantage of any applicable
insolvency or reorganization statute or the making of an assignment for the
benefit of its creditors or the voluntary suspension of the payment of its
obligations.
As long as an Event of Default remains unremedied, the Trustee may, and (a)
at the written direction of the Holders of Certificates (other than Residual
Certificates) entitled to at least 25% of the aggregate Voting Rights of the
Certificates of any Class in the case of an Event of Default described in clause
(i) above, (b) at the written direction of Holders of Certificates holding at
least 25% of all of the Voting Rights, or (c) in all cases of an Event of
Default described in clauses (ii) through (v) above, shall terminate all of the
rights and obligations of the Master Servicer whereupon the Trustee or another
successor Master Servicer appointed by the Trustee will succeed to all authority
and power of the Master Servicer under the Agreement and will be entitled to
similar compensation arrangements. "Voting Rights" means the portion of the
voting rights of all Certificates that is allocated to any Certificate in
accordance with the terms of the Agreement.
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ENHANCEMENT
GENERAL
If specified in the related Prospectus Supplement for any Series, credit
enhancement may be provided with respect to one or more Classes thereof or the
related Mortgage Loans (the "Enhancement"). Enhancement may be in the form of a
letter of credit, the subordination of one or more Classes of the Certificates
of such Series, the establishment of one or more reserve funds,
overcollateralization, cross collateralization provisions in the Mortgage Loans,
certificate guarantee insurance, the use of cross-support features or another
method of Enhancement described in the related Prospectus Supplement, or any
combination of the foregoing.
Unless otherwise specified in the related Prospectus Supplement for a
Series, the Enhancement will not provide protection against all risks of loss
and will not guarantee repayment of the entire principal balance of the
Certificates and interest thereon. If losses occur which exceed the amount
covered by Enhancement or which are not covered by the Enhancement,
Certificateholders will bear their allocable share of deficiencies.
If Enhancement is provided with respect to a Series, or the related
Mortgage Loans, the applicable Prospectus Supplement will include a description
of (a) the amount payable under such Enhancement, (b) any conditions to payment
thereunder not otherwise described herein, (c) the conditions (if any) under
which the amount payable under such Enhancement may be reduced and under which
such Enhancement may be terminated or replaced and (d) the material provisions
of any agreement relating to such Enhancement. Additionally, the applicable
Prospectus Supplement will set forth certain information with respect to the
issuer of any third-party Enhancement, including (i) a brief description of its
principal business activities, (ii) its principal place of business, place of
incorporation and the jurisdiction under which it is chartered or licensed to do
business, (iii) if applicable, the identity of regulatory agencies which
exercise primary jurisdiction over the conduct of its business and (iv) its
total assets, and its stockholders' or policyholders' surplus, if applicable, as
of the date specified in such Prospectus Supplement.
SUBORDINATE CERTIFICATES
If so specified in the related Prospectus Supplement, one or more Classes
of a Series may be Subordinate Certificates. If so specified in the related
Prospectus Supplement, the rights of the Holders of subordinate Certificates
(the "Subordinate Certificates") to receive distributions of principal and
interest from the Collection Account on any Distribution Date will be
subordinated to such rights of the Holders of senior Certificates (the "Senior
Certificates") to the extent specified in the related Prospectus Supplement. The
Agreement may require a trustee that is not the Trustee to be appointed to act
on behalf of Holders of Subordinate Certificates.
A Series may include one or more Classes of Subordinate Certificates
entitled to receive cash flows remaining after distributions are made to all
other Senior Certificates of such Series. Such right to receive payments will
effectively be subordinate to the rights of other Holders of Senior
Certificates. A Series may also include one or more Classes of Subordinate
Certificates entitled to receive cash flows remaining after distributions are
made to other Subordinate Certificates of such Series. If so specified in the
related Prospectus Supplement, the subordination of a Class may apply only in
the event of (or may be limited to) certain types of losses not covered by
insurance policies or other credit support, such as losses arising from damage
to property securing a Mortgage Loan not covered by standard hazard insurance
policies.
The related Prospectus Supplement will set forth information concerning the
amount of subordination of a Class or Classes of Subordinate Certificates in a
Series, the circumstances in which such subordination will be applicable, the
manner, if any, in which the amount of subordination will decrease over time,
the manner of funding any related Reserve Fund and the conditions under which
amounts in any applicable Reserve Fund will be used to make distributions to
Holders of Senior Certificates and/or to Holders of Subordinate Certificates or
be released from the applicable Trust Fund. If cash flows
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otherwise distributable to Holders of Subordinate Certificates secured by a
Mortgage Loan Group will be used as credit support for Holders of Senior
Certificates secured by another Mortgage Loan Group within the Trust Fund, the
applicable Prospectus Supplement will specify the manner and conditions for
applying such a cross-support feature.
CROSS-SUPPORT FEATURES
If the Mortgage Pool for a Series is divided into separate Mortgage Loan
Groups, each securing a separate Class or Classes of a Series, credit support
may be provided by a cross-support feature which requires that distributions be
made on Senior Certificates secured by one Mortgage Loan Group prior to
distributions on Subordinate Certificates secured by another Mortgage Loan Group
within the Trust Fund. The related Prospectus Supplement for a Series which
includes a cross-support feature will describe the manner and conditions for
applying such cross-support feature.
LETTER OF CREDIT
If specified in the related Prospectus Supplement, a letter of credit with
respect to a Series of Certificates will be issued by the bank or financial
institution specified in such Prospectus Supplement (the "L/C Bank"). Under the
letter of credit, the L/C Bank will be obligated to honor drawings thereunder in
an aggregate fixed dollar amount, net of unreimbursed payments thereunder, equal
to the percentage specified in the related Prospectus Supplement of the
aggregate principal balance of the Mortgage Loans on the applicable Cut-Off Date
or of one or more Classes of Certificates (the "L/C Percentage"). If so
specified in the related Prospectus Supplement, the letter of credit may permit
drawings in the event of losses not covered by insurance policies or other
credit support, such as losses arising from damage not covered by standard
hazard insurance policies. The amount available under the letter of credit will,
in all cases, be reduced to the extent of the unreimbursed payments thereunder.
The obligations of the L/C Bank under the letter of credit for each Series of
Certificates will expire at the earlier of the date specified in the related
Prospectus Supplement or the termination of the Trust Fund. A copy of the letter
of credit for a Series, if any, will be filed with the Commission as an exhibit
to a Current Report on Form 8-K to be filed within 15 days of issuance of the
Certificates of the applicable Series.
CERTIFICATE GUARANTEE INSURANCE
If so specified in the related Prospectus Supplement, certificate guarantee
insurance, if any, with respect to a Series of Certificates will be provided by
one or more insurance companies. Such certificate guarantee insurance will
guarantee, with respect to one or more Classes of Certificates of the applicable
Series, timely distributions of interest and full distributions of principal on
the basis of a schedule of principal distributions set forth in or determined in
the manner specified in the related Prospectus Supplement. If so specified in
the related Prospectus Supplement, the certificate guarantee insurance will also
guarantee against any payment made to a Certificateholder which is subsequently
covered as a "voidable preference" payment under the Bankruptcy Code. A copy of
the certificate guarantee insurance for a Series, if any, will be filed with the
Commission as an exhibit to a Current Report on Form 8-K to be filed with the
Commission within 15 days of issuance of the Certificates of the applicable
Series.
RESERVE FUNDS
If specified in the related Prospectus Supplement, one or more reserve
funds (each, a "Reserve Fund") may be established with respect to a Series, in
which cash, a letter of credit, Permitted Investments or a combination thereof,
in the amounts, if any, so specified in the related Prospectus Supplement will
be deposited. The Reserve Funds for a Series may also be funded over time by
depositing therein a specified amount of the distributions received on the
applicable Mortgage Loans if specified in the related Prospectus Supplement. The
Depositor may pledge the Reserve Funds to a separate collateral agent specified
in the related Prospectus Supplement.
Amounts on deposit in any Reserve Fund for a Series, together with the
reinvestment income thereon, if any, will be applied by the Trustee for the
purposes, in the manner, and to the extent specified
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in the related Prospectus Supplement. A Reserve Fund may be provided to
increase the likelihood of timely payments of principal of and interest on the
Certificates, if required as a condition to the rating of such Series by each
Rating Agency. If so specified in the related Prospectus Supplement, Reserve
Funds may be established to provide limited protection, in an amount
satisfactory to each Rating Agency, against certain types of losses not covered
by insurance policies or other credit support, such as losses arising from
damage not covered by standard hazard insurance policies. Reserve Funds may
also be established for other purposes and in such amounts as will be specified
in the related Prospectus Supplement. Following each Distribution Date amounts
in any Reserve Fund in excess of any amount required to be maintained therein
may be released from the Reserve Fund under the conditions and to the extent
specified in the related Prospectus Supplement and will not be available for
further application by the Trustee.
Moneys deposited in any Reserve Fund will be invested in Permitted
Investments at the direction of the Depositor, except as otherwise specified in
the related Prospectus Supplement. Unless otherwise specified in the related
Prospectus Supplement, any reinvestment income or other gain from such
investments will be credited to the related Reserve Fund for such Series, and
any loss resulting from such investments will be charged to such Reserve Fund.
If specified in the related Prospectus Supplement, such income or other gain may
be payable to the Master Servicer as additional servicing compensation, and any
loss resulting from such investment will be borne by the Master Servicer. The
Reserve Fund, if any, for a Series will not be a part of the Trust Fund unless
otherwise specified in the related Prospectus Supplement, but the right of the
Trustee to make draws on the Reserve Fund will be an asset of the Trust Fund.
Additional information concerning any Reserve Fund will be set forth in the
related Prospectus Supplement, including the initial balance of such Reserve
Fund, the balance required to be maintained in the Reserve Fund, the manner in
which such required balance will decrease over time, the manner of funding such
Reserve Fund, the purpose for which funds in the Reserve Fund may be applied to
make distributions to Certificateholders and use of investment earnings from the
Reserve Fund, if any.
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS
The following discussion contains summaries of certain legal aspects of
mortgage loans which are general in nature. Because many of the legal aspects of
mortgage loans are governed by applicable state laws (which may vary
substantially), the following summaries do not purport to be complete, to
reflect the laws of any particular state, to reflect all the laws applicable to
any particular Mortgage Loan or to encompass the laws of all states in which the
properties securing the Mortgage Loans are situated. The summaries are qualified
in their entirety by reference to the applicable federal and state laws
governing the Mortgage Loans. In the event that the Trust Fund for a given
Series includes Mortgage Loans having characteristics other than as described
below, the applicable Prospectus Supplement will set forth additional legal
aspects relating thereto.
MORTGAGES AND DEEDS OF TRUST GENERALLY
The Mortgage Loans (other than Installment Contracts) included in the
Mortgage Pool for a Series will consist of (or, in the case of mortgage
pass-through certificates, be supported by) loans secured by either mortgages or
deeds of trust or other similar security instruments. There are two parties to a
mortgage, the mortgagor, who is the borrower and owner of the mortgaged
property, and the mortgagee, who is the lender. In a mortgage transaction, the
mortgagor delivers to the mortgagee a note, bond or other written evidence of
indebtedness and a mortgage. A mortgage creates a lien upon the real property
encumbered by the mortgage as security for the obligation evidenced by the note,
bond or other evidence of indebtedness. Although a deed of trust is similar to a
mortgage, a deed of trust has three parties, the borrower-property owner called
the trustor (similar to a mortgagor), a lender called the beneficiary (similar
to a mortgagee), and a third-party grantee called the trustee. Under a deed of
trust, the borrower irrevocably grants the property to the trustee, until the
debt is paid, in trust for the benefit of the beneficiary to secure payment of
the obligation generally with a power of sale. The trustee's authority under a
deed of trust and the mortgagee's authority under a mortgage are governed by
applicable law, the express provisions of the deed of trust or mortgage, and, in
some cases, the directions of the beneficiary.
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The real property covered by a mortgage is most often the fee estate in
land and improvements. However, a mortgage may encumber other interests in real
property such as a tenant's interest in a lease of land or improvements, or
both, and the leasehold estate created by such lease. A mortgage covering an
interest in real property other than the fee estate requires special provisions
in the instrument creating such interest or in the mortgage to protect the
mortgagee against termination of such interest before the mortgage is paid.
Certain representations and warranties in the related Agreement will be made
with respect to the Mortgage Loans which are secured by an interest in a
leasehold estate.
Priority of the lien on mortgaged property created by mortgages and deeds
of trust depends on their terms and, generally, on the order of filing with a
state, county or municipal office, although such priority may in some states be
altered by the mortgagee's or beneficiary's knowledge of unrecorded liens,
leases or encumbrances against the mortgaged property. However, filing or
recording does not establish priority over governmental claims for real estate
taxes and assessments or, in some states, for reimbursement of remediation costs
of certain environmental conditions. See "--Environmental Risks." In addition,
the Code provides priority to certain tax liens over the lien of the mortgage.
INSTALLMENT CONTRACTS
The Mortgage Loans included in the Mortgage Pool for a Series may also
consist of Installment Contracts. Under an Installment Contract the seller
(hereinafter referred to in this Section as the "lender") retains legal title to
the property and enters into an agreement with the purchaser (hereinafter
referred to in this Section as the "borrower") for the payment of the purchase
price, plus interest, over the term of such contract. Only after full
performance by the borrower of the contract is the lender obligated to convey
title to the real estate to the purchaser. As with mortgage or deed of trust
financing, during the effective period of the Installment Contract, the borrower
is generally responsible for maintaining the property in good condition and for
paying real estate taxes, assessments and hazard insurance premiums associated
with the property.
The method of enforcing the rights of the lender under an Installment
Contract varies on a state-by-state basis depending upon the extent to which
state courts are willing, or able pursuant to state statute, to enforce the
contract strictly according to its terms. The terms of Installment Contracts
generally provide that upon a default by the borrower, the borrower loses his or
her right to occupy the property, the entire indebtedness is accelerated, and
the borrower's equitable interest in the property is forfeited. The lender in
such a situation does not have to foreclose in order to obtain title to the
property, although in some cases a quiet title action is in order if the
borrower has filed the Installment Contract in local land records and an
ejectment action may be necessary to recover possession. In a few states,
particularly in cases of borrower default during the early years of an
Installment Contract, the courts will permit ejectment of the borrower and a
forfeiture of his or her interest in the property. However, most state
legislatures have enacted provisions by analogy to mortgage law protecting
borrowers under Installment Contracts from the harsh consequences of forfeiture.
Under such statutes, a judicial or nonjudicial foreclosure may be required, the
lender may be required to give notice of default and the borrower may be granted
some grace period during which the contract may be reinstated upon full payment
of the default amount and the borrower may have a post-foreclosure statutory
redemption right. In other states, courts in equity may permit a borrower with
significant investment in the property under an Installment Contract for the
sale of real estate to share in the proceeds of sale of the property after the
indebtedness is repaid or may otherwise refuse to enforce the forfeiture clause.
Nevertheless, generally speaking, the lender's procedures for obtaining
possession and clear title under an Installment Contract for the sale of real
estate in a given state are simpler and less time-consuming and costly than are
the procedures for foreclosing and obtaining clear title to a mortgaged
property.
JUNIOR MORTGAGES; RIGHTS OF SENIOR MORTGAGEES OR BENEFICIARIES
Some of the Mortgage Loans included in the Mortgage Pool for a Series will
be secured by junior mortgages or deeds of trust which are subordinate to senior
mortgages or deeds of trust held by other lenders or institutional investors.
The rights of the Trust Fund (and therefore the Certificateholders), as
beneficiary under a junior deed of trust or as mortgagee under a junior
mortgage, are subordinate to those
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of the mortgagee or beneficiary under the senior mortgage or deed of trust,
including the prior rights of the senior mortgagee or beneficiary to receive
rents, hazard insurance and condemnation proceeds and to cause the property
securing the Mortgage Loan to be sold upon default of the mortgagor or trustor,
thereby extinguishing the junior mortgagee's or junior beneficiary's lien
unless the Master Servicer asserts its subordinate interest in a property in
foreclosure litigation or satisfies the defaulted senior loan. As discussed
more fully below, in many states a junior mortgagee or beneficiary may satisfy
a defaulted senior loan in full, or may cure such default and bring the senior
loan current, in either event adding the amounts expended to the balance due on
the junior loan. Absent a provision in the senior mortgage, no notice of
default is required to be given to the junior mortgagee.
The form of the mortgage or deed of trust used by many institutional
lenders confers on the mortgagee or beneficiary the right both to receive all
proceeds collected under any hazard insurance policy and all awards made in
connection with any condemnation proceedings, and to apply such proceeds and
awards to any indebtedness secured by the mortgage or deed of trust, in such
order as the mortgagee or beneficiary may determine. Thus, in the event
improvements on the property are damaged or destroyed by fire or other casualty,
or in the event the property is taken by condemnation, the mortgagee or
beneficiary under the senior mortgage or deed of trust will have the prior right
to collect any insurance proceeds payable under a hazard insurance policy and
any award of damages in connection with the condemnation and to apply the same
to the indebtedness secured by the senior mortgage or deed of trust. Proceeds in
excess of the amount of senior mortgage indebtedness will, in most cases, be
applied to the indebtedness of a junior mortgage or deed of trust. The laws of
certain states may limit the ability of mortgagees or beneficiaries to apply the
proceeds of hazard insurance and partial condemnation awards to the secured
indebtedness. In such states, the mortgagor or trustor must be allowed to use
the proceeds of hazard insurance to repair the damage unless the security of the
mortgagee or beneficiary has been impaired. Similarly, in certain states, the
mortgagee or beneficiary is entitled to the award for a partial condemnation of
the real property security only to the extent that its security is impaired.
The form of mortgage or deed of trust used by many institutional lenders
typically contains a "future advance" clause, which provides, in essence, that
additional amounts advanced to or on behalf of the mortgagor or trustor by the
mortgagee or beneficiary are to be secured by the mortgage or deed of trust.
While such a clause is valid under the laws of most states, the priority of any
advance made under the clause depends, in some states, on whether the advance
was an "obligatory" or "optional" advance. If the mortgagee or beneficiary is
obligated to advance the additional amounts, the advance may be entitled to
receive the same priority as amounts initially made under the mortgage or deed
of trust, notwithstanding that there may be intervening junior mortgages or
deeds of trust and other liens between the date of recording of the mortgage or
deed of trust and the date of the future advance, and notwithstanding that the
mortgagee or beneficiary had actual knowledge of such intervening junior
mortgages or deeds of trust and other liens at the time of the advance. Where
the mortgagee or beneficiary is not obligated to advance the additional amounts
and has actual knowledge of the intervening junior mortgages or deeds of trust
and other liens, the advance may be subordinate to such intervening junior
mortgages or deeds of trust and other liens. Priority of advances under a
"future advance" clause rests, in many other states, on state law giving
priority to all advances made under the loan agreement up to a "credit limit"
amount stated in the recorded mortgage.
Another provision typically found in the form of the mortgage or deed of
trust used by many institutional lenders obligates the mortgagor or trustor to
pay before delinquency all taxes and assessments on the property and, when due,
all encumbrances, charges and liens on the property which appear prior to the
mortgage or deed of trust, to provide and maintain fire insurance on the
property, to maintain and repair the property and not to commit or permit any
waste thereof, and to appear in and defend any action or proceeding purporting
to affect the property or the rights of the mortgagee or beneficiary under the
mortgage or deed of trust. Upon a failure of the mortgagor or trustor to perform
any of these obligations, the mortgagee or beneficiary is given the right under
the mortgage or deed of trust to perform the obligation itself, at its election,
with the mortgagor or trustor agreeing to reimburse the mortgagee or beneficiary
for any sums expended by the mortgagee or beneficiary on behalf of the trustor.
All sums so expended by the mortgagee or beneficiary become part of the
indebtedness secured by the mortgage or deed of trust.
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The form of mortgage or deed of trust used by many institutional lenders
typically requires the mortgagor or trustor to obtain the consent of the
mortgagee or beneficiary in respect of actions affecting the mortgaged property,
including, without limitation, leasing activities (including new leases and
termination or modification of existing leases), alterations and improvements to
buildings forming a part of the mortgaged property and management and leasing
agreements for the mortgaged property. Tenants will often refuse to execute a
lease unless the mortgagee or beneficiary executes a written agreement with the
tenant not to disturb the tenant's possession of its premises in the event of a
foreclosure. A senior mortgagee or beneficiary may refuse to consent to matters
approved by a junior mortgagee or beneficiary with the result that the value of
the security for the junior mortgage or deed of trust is diminished. For
example, a senior mortgagee or beneficiary may decide not to approve a lease or
to refuse to grant to a tenant a non-disturbance agreement. If, as a result, the
lease is not executed, the value of the mortgaged property may be diminished.
FORECLOSURE
Foreclosure of a mortgage is generally accomplished by judicial action
initiated by the service of legal pleadings upon all necessary parties having an
interest in the real property. Delays in completion of foreclosure may
occasionally result from difficulties in locating necessary party defendants.
When the mortgagee's right to foreclose is contested, the legal proceedings
necessary to resolve the issue can be time-consuming. A judicial foreclosure may
be subject to most of the delays and expenses of other litigation, sometimes
requiring up to several years to complete. At the completion of the judicial
foreclosure proceedings, if the mortgagee prevails, the court ordinarily issues
a judgment of foreclosure and appoints a referee or other designated official to
conduct the sale of the property. Such sales are made in accordance with
procedures which vary from state to state. The purchaser at such sale acquires
the estate or interest in real property covered by the mortgage. If the mortgage
covered the tenant's interest in a lease and leasehold estate, the purchaser
will acquire such tenant's interest subject to the tenant's obligations under
the lease to pay rent and perform other covenants contained therein.
In a majority of cases, foreclosure of a deed of trust is accomplished by a
non-judicial trustee's sale under a specific provision in the deed of trust
and/or applicable statutory requirements which authorizes the trustee, generally
following a request from the beneficiary, to sell the property at public sale
upon any default by the trustor under the terms of the note or deed of trust. A
number of states may also require that a beneficiary provide notice of
acceleration of a note to the trustor. Notice requirements under a trustee's
sale vary from state to state. In some states, prior to the trustee's sale the
trustee must record a notice of default and send a copy to the trustor, to any
person who has recorded a request for a copy of a notice of default and notice
of sale and to any successor in interest to the trustor. In addition, the
trustee must provide notice in some states to any other person having an
interest in the real property, including any junior lienholders, and to certain
other persons connected with the deed of trust. In some states, the trustor, or
any other person having a junior encumbrance on the real estate, may, during a
reinstatement period, cure the default by paying the entire amount in arrears
plus the costs and expenses (in some states, limited to reasonable costs and
expenses) incurred in enforcing the obligation. Generally, state law controls
the amount of foreclosure expenses and costs, including attorneys' fees, which
may be recovered by a beneficiary. If the deed of trust is not reinstated, a
notice of sale must be posted in a public place and, in most states, published
for a specific period of time in one or more newspapers. In addition, some state
laws require that a copy of the notice of sale be posted on the property and
sent to all parties having an interest in the real property.
In case of foreclosure under either a mortgage or a deed of trust, the sale
by the referee or other designated official or by the trustee is often a public
sale. However, because of the difficulty a potential buyer at the sale might
have in determining the exact status of title to the property subject to the
lien of the mortgage or deed of trust and the redemption rights that may exist
(see "--Statutory Rights of Redemption" below), and because the physical
condition and financial performance of the property may have deteriorated during
the foreclosure proceedings and/or for a variety of other reasons, a third party
may be unwilling to purchase the property at the foreclosure sale. Some states
require that the lender disclose to potential bidders at a trustee's sale all
known facts materially affecting the value of the property. Such disclosure may
have an adverse effect on the trustee's ability to sell the property or the sale
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price thereof. Potential buyers may further question the prudence of purchasing
property at a foreclosure sale as a result of the 1980 decision of the United
States Court of Appeals for the Fifth Circuit in Durrett v. Washington National
Insurance Company, other decisions that have followed the reasoning of Durrett
and the codification of the Durrett reasoning in the federal bankruptcy code,
as amended from time to time (11 U.S.C.) (the "Bankruptcy Code"). Under the
reasoning of Durrett, even a non-collusive, regularly conducted foreclosure
sale may be a fraudulent transfer, regardless of the parties' intent, and,
therefore, may be rescinded in favor of the bankrupt's estate, if (i) the
foreclosure sale is held while the debtor is insolvent and not more than one
year prior to the filing of the bankruptcy petition (or if applicable state
fraudulent conveyance law also allows the avoidance of such a foreclosure sale,
the applicable state statute of limitations if the bankruptcy trustee elects to
proceed under state fraudulent conveyance law), and (ii) the price paid for the
foreclosed property does not represent "fair consideration." [In May 1994 the
Supreme Court held in BFP v. RTC that in the absence of actual intent to
defraud a non-collusive, regularly conducted foreclosure sale cannot be
rescinded as a fraudulent transfer under federal bankruptcy law. However, BFP
does not address state law, and the impact of BFP on potential buyers'
willingness to purchase property at a foreclosure sale cannot yet be assessed.
Prior to BFP, a common practice was for the lender to purchase the property
from the trustee, referee or other designated official for an amount equal to
the outstanding principal amount of the indebtedness secured by the mortgage or
deed of trust, together with accrued and unpaid interest and the expenses of
foreclosure, in which event, if the amount bid by the lender equals the full
amount of such debt, interest and expenses, the mortgagee's debt will be
extinguished. Thereafter, the lender will assume the burdens of ownership,
including paying operating expenses and real estate taxes and making repairs.
The lender is then obligated as an owner until it can arrange a sale of the
property to a third party. Frequently, the lender employs a third-party
management company to manage and operate the property. The costs of operating
and maintaining commercial property may be significant and may be greater than
the income derived from that property. The costs of management and operation of
those mortgaged properties which are hotels, motels or nursing or convalescent
homes or hospitals may be particularly significant because of the expertise,
knowledge and, with respect to nursing or convalescent homes or hospitals,
regulatory compliance, required to run such operations and the effect which
foreclosure and a change in ownership may have on the public's and the
industry's (including franchisors') perception of the quality of such
operations. The lender will commonly obtain the services of a real estate
broker and pay the broker's commission in connection with the sale of the
property. Depending upon market conditions, the ultimate proceeds of the sale
of the property may not equal the lender's investment in the property.
Moreover, a lender commonly incurs substantial legal fees and court costs in
acquiring a mortgaged property through contested foreclosure and/or bankruptcy
proceedings. Furthermore, some states require that any environmental hazards be
eliminated before a property may be resold. In addition, a lender may be
responsible under federal or state law for the cost of cleaning up a mortgaged
property that is environmentally contaminated. See "--Environmental Risks"
below. As a result, a lender could realize an overall loss on a mortgage loan
even if the related mortgaged property is sold at foreclosure or resold after
it is acquired through foreclosure for an amount equal to the full outstanding
principal amount of the mortgage loan, plus accrued interest.]
In foreclosure proceedings, some courts have applied general equitable
principles. These equitable principles are generally designed to relieve the
borrower from the legal effect of his defaults under the loan documents.
Examples of judicial remedies that have been fashioned include judicial
requirements that the lender undertake affirmative and expensive actions to
determine the causes of the borrower's default and the likelihood that the
borrower will be able to reinstate the loan. In some cases, courts have
substituted their judgment for the lender's judgment and have required that
lenders reinstate loans or recast payment schedules in order to accommodate
borrowers who are suffering from temporary financial disability. In other cases,
courts have limited the right of the lender to foreclose if the default under
the mortgage instrument is not monetary, such as the borrower's failing to
maintain adequately the property or the borrower's executing a second mortgage
or deed of trust affecting the property. Finally, some courts have been faced
with the issue of whether or not federal or state constitutional provisions
reflecting due process concerns for adequate notice require that borrowers under
deeds of trust or mortgages receive
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notices in addition to the statutorily prescribed minimum. For the most part,
these cases have upheld the notice provisions as being reasonable or have found
that the sale by a trustee under a deed of trust, or under a mortgage having a
power of sale, does not involve sufficient state action to afford
constitutional protections to the borrower.
Under the REMIC provisions of the Code and under the related Agreement, the
Master Servicer or Special Servicer, if any, may be required to hire an
independent contractor to operate any REO Property. The costs of such operation
may be significantly greater than the costs of direct operation by the Master
Servicer or Special Servicer, if any. See "Servicing of the Mortgage
Loans--Collections and Other Servicing Procedures."
ENVIRONMENTAL RISKS
Real property pledged as security to a lender may be subject to potential
environmental risks. Of particular concern may be those mortgaged properties
which are, or have been, the site of manufacturing, industrial or disposal
activity. Such environmental risks may give rise to a diminution in value of
property securing any Mortgage Loan or, as more fully described below, liability
for cleanup costs or other remedial actions, which liability could exceed the
value of such property or the principal balance of the related Mortgage Loan. In
certain circumstances, a lender may choose not to foreclose on contaminated
property rather than risk incurring liability for remedial actions.
Under the laws of certain states where the Mortgaged Properties are
located, the owner's failure to perform remedial actions required under
environmental laws may in certain circumstances give rise to a lien on the
Mortgaged Property to ensure the reimbursement of remedial costs incurred by the
state. In several states such lien has priority over the lien of an existing
mortgage against such property. Because the costs of remedial action could be
substantial, the value of a Mortgaged Property as collateral for a Mortgage Loan
could be adversely affected by the existence of an environmental condition
giving rise to a lien.
Under some circumstances, cleanup costs, or the obligation to take remedial
actions, can be imposed on a secured lender such as the Trust Fund with respect
to each Series. Under the laws of some states and under the federal
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended ("CERCLA"), current ownership or operation of a property provides a
sufficient basis for imposing liability for the costs of addressing prior or
current releases or threatened releases of hazardous substances on that
property. Under such laws, a secured lender who holds indicia of ownership
primarily to protect its interest in a property may, by virtue of holding such
indicia, fall within the literal terms of the definition of "owner or operator";
consequently, such laws often specifically exclude such a secured lender from
the definitions of "owner" or "operator," provided that the lender does not
participate in the management of the facility.
Whether actions taken by a secured creditor would constitute such
participation in the management of a facility or property, so that the lender
loses the protection of the secured creditor exclusion, has been a matter of
judicial interpretation of the statutory language, and court decisions have
historically been inconsistent. Recent amendments to CERCLA attempt to address
the judicial inconsistency by listing permissible actions that may be undertaken
by a lender holding security in a contaminated facility without exceeding the
bounds of the secured-creditor exemption subject to certain conditions. In
addition, under the amendments, a lender continues to be protected from CERCLA
liability as an "owner or operator" after foreclosure as long as it seeks to
divest itself of the facility at the earliest practicable commercially
reasonable time on commercially reasonable terms, taking into account market
conditions and legal and regulatory requirements. However, the protections
afforded lenders under the amendments are themselves subject to terms and
conditions that have not been clarified by the courts. Moreover, the CERCLA
secured-creditor exemption does not necessarily affect the potential for
liability in actions under other federal or state laws which may impose
liability on "owners or operators" but do not incorporate the secured-creditor
exemption.
Except as otherwise specified in the applicable Prospectus Supplement, at
the time the Mortgage Loans were originated, it is possible that no
environmental assessment or a very limited environmental assessment of the
Mortgaged Properties was conducted.
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The related Agreement will provide that the Master Servicer, acting on
behalf of the Trust Fund, may not acquire title to, or possession of, a
Mortgaged Party underlying a Mortgage Loan, take over its operation or take any
other action that might subject a given Trust Fund to liability under CERCLA or
comparable laws unless the Master Servicer has previously determined, based upon
a Phase I or other specified environmental assessment prepared by a person who
regularly conducts such environmental assessments, that the Mortgaged Property
is in compliance with applicable environmental laws and that there are no
circumstances relating to use, management or disposal of any hazardous
substances for which investigation, monitoring, containment, clean-up or
remediation could be required under applicable environmental laws, or that it
would be in the best economic interest of a given Trust Fund to take such
actions as are necessary to bring the Mortgaged Property into compliance
therewith or as may be required under such laws. This requirement effectively
precludes enforcement of the security for the related Note until a satisfactory
environmental assessment is obtained or any required remedial action is taken,
reducing the likelihood that a given Trust Fund will become liable for any
environmental conditions affecting a Mortgaged Property, but making it more
difficult to realize on the security for the Mortgage Loan. However, there can
be no assurance that any environmental assessment obtained by the Master
Servicer will detect all possible environmental conditions or that the other
requirements of the Agreement, even if fully observed by the Master Servicer,
will in fact insulate a given Trust Fund from liability for environmental
conditions.
If a lender is or becomes liable for clean-up costs, it may bring an action
for contribution against the current owners or operators, the owners or
operators at the time of on-site disposal activity or any other party who
contributed to the environmental hazard, but such persons or entities may be
bankrupt or otherwise judgment-proof. Furthermore, such action against the
Borrower may be adversely affected by the limitations on recourse in the loan
documents. Similarly, in some states anti-deficiency legislation and other
statutes requiring the lender to exhaust its security before bringing a personal
action against the borrower-trustor (see "--Anti-Deficiency Legislation" below)
may curtail the lender's ability to recover from its borrower the environmental
clean-up and other related costs and liabilities incurred by the lender.
Shortfalls occurring as the result of imposition of any clean-up costs will be
addressed in the Prospectus Supplement and Agreement for the related Series.
RIGHTS OF REDEMPTION
The purposes of a foreclosure action are to enable the mortgagee to realize
upon its security and to bar the mortgagor, and all persons who have an interest
in the property which is subordinate to the mortgage being foreclosed, from
exercise of their "equity of redemption." The doctrine of equity of redemption
provides that, until the property covered by a mortgage has been sold in
accordance with a properly conducted foreclosure and foreclosure sale, those
having an interest which is subordinate to that of the foreclosing mortgagee
have an equity of redemption and may redeem the property by paying the entire
debt with interest. In addition, in some states, when a foreclosure action has
been commenced, the redeeming party must pay certain costs of such action. Those
having an equity of redemption must generally be made parties and joined in the
foreclosure proceeding in order for their equity of redemption to be cut off and
terminated.
The equity of redemption is generally a common-law (non-statutory) right
which exists prior to completion of the foreclosure, is not waivable by the
mortgagor, must be exercised prior to foreclosure sale and should be
distinguished from the post-sale statutory rights of redemption. In some states,
after sale pursuant to a deed of trust or foreclosure of a mortgage, the
mortgagor and foreclosed junior lienors are given a statutory period in which to
redeem the property from the foreclosure sale. In some states, statutory
redemption may occur only upon payment of the foreclosure sale price. In other
states, redemption may be authorized if the former mortgagor pays only a portion
of the sums due. The effect of a statutory right of redemption is to diminish
the ability of the lender to sell the foreclosed property. The exercise of a
right of redemption would defeat the title of any purchaser from a foreclosure
sale or sale under a deed of trust. Consequently, the practical effect of the
redemption right is to force the lender to maintain the property and pay the
expenses of ownership until the redemption period has expired. In some states, a
post-sale statutory right of redemption may exist following a judicial
foreclosure, but not following a trustee's sale under a deed of trust.
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Under the REMIC Regulations currently in effect, property acquired by
foreclosure generally must not be held beyond the close of the third calendar
year following the year of acquisition. With respect to a series of Certificates
for which an election is made to qualify the Trust Fund or a part thereof as a
REMIC, the Agreement will permit foreclosed property to be held beyond the close
of such third calendar year if the Trustee receives (i) an extension from the
Internal Revenue Service or (ii) an opinion of counsel to the effect that
holding such property for such period is permissible under the REMIC
Regulations.
ANTI-DEFICIENCY LEGISLATION
Some of the Mortgage Loans included in the Mortgage Pool for a Series will
be nonrecourse loans as to which, in the event of default by a Borrower,
recourse may be had only against the specific property pledged to secure the
related Mortgage Loan and not against the Borrower's other assets. Even if
recourse is available pursuant to the terms of the Mortgage Loan against the
Borrower's assets in addition to the Mortgaged Property, certain states have
imposed statutory prohibitions which impose prohibitions against or limitations
on such recourse. For example, some state statutes limit the right of the
beneficiary or mortgagee to obtain a deficiency judgment against the borrower
following foreclosure or sale under a deed of trust. A deficiency judgment is a
personal judgment against the former borrower equal in most cases to the
difference between the net amount realized upon the public sale of the real
property and the amount due to the lender. Other statutes require the
beneficiary or mortgagee to exhaust the security afforded under a deed of trust
or mortgage by foreclosure in an attempt to satisfy the full debt before
bringing a personal action against the borrower. In certain states, the lender
has the option of bringing a personal action against the borrower on the debt
without first exhausting such security; however, in some of these states, the
lender, following judgment on such personal action, may be deemed to have
elected a remedy and may be precluded from exercising remedies with respect to
the security. Consequently, the practical effect of the election requirement,
when applicable, is that lenders will usually proceed first against the security
rather than bringing personal action against the borrower. Other statutory
provisions limit any deficiency judgment against the former borrower following a
judicial sale to the excess of the outstanding debt over the fair market value
of the property at the time of the public sale. The purpose of these statutes is
generally to prevent a beneficiary or a mortgagee from obtaining a large
deficiency judgment against the former borrower as a result of low bids or the
absence of bids at the judicial sale.
Mortgage Loans may be secured by a mortgage on a ground lease. Leasehold
mortgages are subject to certain risks not associated with mortgage loans
secured by the fee estate of the mortgagor. The most significant of these risks
is that the ground lease creating the leasehold estate could terminate, leaving
the leasehold mortgagee without its security. The ground lease may terminate if,
among other reasons, the ground lessee breaches or defaults in its obligations
under the ground lease or there is a bankruptcy of the ground lessee or the
ground lessor. This risk may be minimized if the ground lease contains certain
provisions protective of the mortgagee, but the ground leases that secure
Mortgage Loans may not contain some of these protective provisions, and
mortgages may not contain the other protections discussed in the next paragraph.
Protective ground lease provisions include the right of the leasehold mortgagee
to receive notices from the ground lessor of any defaults by the mortgagor; the
right to cure such defaults, with adequate cure periods; if a default is not
susceptible of cure by the leasehold mortgagee, the right to acquire the
leasehold estate through foreclosure or otherwise; the ability of the ground
lease to be assigned to and by the leasehold mortgagee or purchaser at a
foreclosure sale and for the concomitant release of the ground lessee's
liabilities thereunder; and the right of the leasehold mortgagee to enter into a
new ground lease with the ground lessor on the same terms and conditions as the
old ground lease in the event of a termination thereof.
In addition to the foregoing protections, a leasehold mortgagee may require
that the ground lease or leasehold mortgage prohibit the ground lessee from
treating the ground lease as terminated in the event of the ground lessor's
bankruptcy and rejection of the ground lease by the trustee for the
debtor-ground lessor. As further protection, a leasehold mortgage may provide
for the assignment of the debtor-ground lessee's right to reject a lease
pursuant to Section 365 of the Bankruptcy Reform Act of 1978, as amended (11
U.S.C.) (the "Bankruptcy Code"), although the enforceability of such clause has
not been established. Without the protections described in the foregoing
paragraph, a leasehold mortgagee may lose the
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collateral securing its leasehold mortgage. In addition, terms and conditions
of a leasehold mortgage are subject to the terms and conditions of the ground
lease. Although certain rights given to a ground lessee can be limited by the
terms of a leasehold mortgage, the rights of a ground lessee or a leasehold
mortgagee with respect to, among other things, insurance, casualty and
condemnation will be governed by the provisions of the ground lease.
BANKRUPTCY LAWS
The Bankruptcy Code and related state laws may interfere with or affect
the ability of a lender to realize upon collateral and/or to enforce a
deficiency judgment. For example, under the Bankruptcy Code, virtually all
actions (including foreclosure actions and deficiency judgment proceedings) are
automatically stayed upon the filing of the bankruptcy petition, and, usually,
no interest or principal payments are made during the course of the bankruptcy
case. The delay and the consequences thereof caused by such automatic stay can
be significant. Also, under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a junior lienor may stay the senior lender from
taking action to foreclose out such junior lien.
Under the Bankruptcy Code, provided certain substantive and procedural
safeguards for the lender are met, the amount and terms of a mortgage secured by
property of the debtor may be modified under certain circumstances. The
outstanding amount of the loan secured by the real property may be reduced to
the then-current value of the property (with a corresponding partial reduction
of the amount of lender's security interest) pursuant to a confirmed plan or
lien avoidance proceeding, thus leaving the lender a general unsecured creditor
for the difference between such value and the outstanding balance of the loan.
Other modifications may include the modification or denial of enforceability of
due-on-sale or due-on-encumbrance clauses, the reduction in the amount of each
scheduled payment, which reduction may result from a reduction in the rate of
interest and/or the alteration of the repayment schedule (with or without
affecting the unpaid principal balance of the loan), and/or an extension (or
reduction) of the final maturity date. Some courts with federal bankruptcy
jurisdiction have approved plans, based on the particular facts of the
reorganization case, that effected the curing of a mortgage loan default by
paying arrearages over a number of years. Also, under federal bankruptcy law, a
bankruptcy court may permit a debtor through its rehabilitative plan to
de-accelerate a secured loan and to reinstate the loan even though the lender
accelerated the mortgage loan and final judgment of foreclosure had been entered
in state court (provided no sale of the property had yet occurred) prior to the
filing of the debtor's petition. This may be done even if the full amount due
under the original loan is never repaid.
The Bankruptcy Code has been amended to provide that a lender's perfected
pre-petition security interest in leases, rents and hotel revenues continues in
the post-petition leases, rents and hotel revenues, unless a bankruptcy court
orders to the contrary "based on the equities of the case." Thus, unless a court
orders otherwise, revenues from a Mortgaged Property generated after the date
the bankruptcy petition is filed will constitute "cash collateral" under the
Bankruptcy Code. Debtors may only use cash collateral upon obtaining the
lender's consent or a prior court order finding that the lender's interest in
the Mortgaged Properties and the cash collateral is "adequately protected" as
such term is defined and interpreted under the Bankruptcy Code. It should be
noted, however, that the court may find that the lender has no security interest
in either pre-petition or post-petition revenues if the court finds that the
loan documents do not contain language covering accounts, room rents, or other
forms of personalty necessary for a security interest to attach to hotel
revenues.
To the extent that a mortgagor's ability to make payment on a mortgage loan
is dependent on its receipt of payments of rent under a lease of the related
property, such ability may be impaired by the commencement of a bankruptcy
proceeding relating to a lessee under such lease. Under the Bankruptcy Code, the
commencement of a bankruptcy proceeding in which the lessee is the debtor
results in a stay in bankruptcy against the commencement or continuation of any
state court proceeding for past due rent, for accelerated rent, for damages or
for a summary eviction order with respect to a default under the lease that
occurred prior to the filing of the lessee's petition.
In addition, the Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court, (a) assume the lease
and retain it or assign it to a third party or (b) reject
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the lease. If the lease is assumed, the trustee or debtor in possession (or
assignee, if applicable) must cure any defaults under the lease, compensate the
lessor for its losses and provide the lessor with "adequate assurance" of
future performance. Such remedies may be insufficient, however, as the lessor
may be forced to continue under the lease with a lessee that is a poor credit
risk or an unfamiliar tenant if the lease was assigned, and any assurances
provided to the lessor may, in fact, be inadequate. If the lease is rejected,
the lessor will be treated as an unsecured creditor with respect to its claim
for damages for termination of the lease. In addition, pursuant to Section
502(b)(6) of the Bankruptcy Code, a lessor's damages for lease rejection in
respect of future rent installments are limited to the rent reserved by the
lease, without acceleration, for the greater of one year, or 15%, not to exceed
three years, of the remaining term of the lease.
In a bankruptcy or similar proceeding, action may be taken seeking the
recovery as a preferential transfer of any payments made by the mortgagor under
the related Mortgage Loan to the Trust Fund. Payments on long-term debt may be
protected from recovery as preferences if they are payments in the ordinary
course of business made on debts incurred in the ordinary course of business.
Whether any particular payment would be protected depends upon the facts
specific to a particular transaction.
A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of
payment to the lender. In certain circumstances, a debtor in bankruptcy may have
the power to grant liens senior to the lien of a mortgage, and analogous state
statutes and general principles of equity may also provide a mortgagor with
means to halt a foreclosure proceeding or sale and to force a restructuring of a
mortgage loan on terms a lender would not otherwise accept. Moreover, the laws
of certain states also give priority to certain tax liens over the lien of a
mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that
actions of the mortgagee have been unreasonable, the lien of the related
mortgage may be subordinated to the claims of unsecured creditors.
Pursuant to the federal doctrine of "substantive consolidation" or to the
(predominantly state law) doctrine of "piercing the corporate veil," a
bankruptcy court, in the exercise of its equitable powers, also has the
authority to order that the assets and liabilities of a related entity be
consolidated with those of an entity before it. Thus, property ostensibly the
property of one entity may be determined to be the property of a different
entity in bankruptcy, the automatic stay applicable to the first bankrupt entity
extended to the second and the rights of creditors of the second entity impaired
in the fashion set forth above in the discussion of ordinary bankruptcy
principles. Depending on facts and circumstances not wholly in existence at the
time a loan is originated or transferred to the Trust Fund, the application of
any of these doctrines to one or more of the mortgagors in the context of the
bankruptcy of one or more of their affiliates could result in material
impairment of the rights of the Certificateholders. For each mortgagor that is
described as a "special purpose entity," "single purpose entity" or
"bankruptcy-remote entity" in the Prospectus Supplement, the activities that may
be conducted by such mortgagor and its ability to incur debt are restricted by
the applicable Mortgage or the organizational documents of such mortgagor in
such manner as is intended to make the likelihood of a bankruptcy proceeding
being commenced by or against such mortgagor remote, and such mortgagor has been
organized and is designed to operate in a manner such that its separate
existence should be respected notwithstanding a bankruptcy proceeding in respect
of one or more affiliated entities of such mortgagor. However, the Depositor
makes no representation as to the likelihood of the institution of a bankruptcy
proceeding by or in respect of any mortgagor or the likelihood that the separate
existence of any mortgagor would be respected if there were to be a bankruptcy
proceeding in respect of any affiliated entity of a mortgagor.
ENFORCEABILITY OF CERTAIN PROVISIONS
Default Interest Prepayment Charges and Prepayment
Forms of notes and mortgages used by lenders may contain provisions
obligating the mortgagor to pay a late charge or additional interest if payments
are not timely made, and in some circumstances may provide for prepayment fees
or yield maintenance penalties if the obligation is paid prior to maturity or
prohibit such prepayment for a specified period. In certain states, there are or
may be specific limitations upon the late charges which a lender may collect
from a mortgagor for delinquent payments. Certain
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states also limit the amounts that a lender may collect from a mortgagor as an
additional charge if the loan is prepaid. The enforceability, under the laws of
a number of states of provisions providing for prepayment fees or penalties
upon, or prohibition of, an involuntary prepayment is unclear, and no assurance
can be given that, at the time a Prepayment Premium is required to be made on a
Mortgage Loan in connection with an involuntary prepayment, the obligation to
make such payment, or the provisions of any such prohibition, will be
enforceable under applicable state law. The absence of a restraint on
prepayment, particularly with respect to Mortgage Loans having higher Mortgage
Rates, may increase the likelihood of refinancing or other early retirements of
the Mortgage Loans.
Due-on-Sale Provisions
Certain of the Mortgage Loans may contain due-on-sale clauses. These
clauses generally provide that the lender may accelerate the maturity of the
loan if the mortgagor sells or otherwise transfers the mortgaged property.
Certain of these clauses may provide that, upon an attempted breach thereof by
the mortgagor of an otherwise non-recourse loan, the mortgager becomes
personally liable for the mortgage debt. The enforceability of due-on-sale
clauses has been the subject of legislation or litigation in many states and, in
some cases, the enforceability of these clauses was limited or denied. However,
with respect to certain loans the Garn-St Germain Depository Institutions Act of
1982 preempts state constitutional, statutory and case law that prohibits the
enforcement of due-on-sale clauses and permits lenders to enforce these clauses
in accordance with their terms subject to certain limited exceptions. Unless
otherwise provided in the related Prospectus Supplement, a Master Servicer, on
behalf of the Trust Fund, will determine whether to exercise any right the
Trustee may have as mortgagee to accelerate payment of any such Mortgage Loan or
to withhold its consent to any transfer or further encumbrance in accordance
with the general servicing standard described herein under "Description of the
Agreements--Collection and Other Servicing Procedures."
Acceleration on Default
Some of the Mortgage Loans included in the Mortgage Pool for a Series will
include a "debt-acceleration" clause, which permits the lender to accelerate the
full debt upon a monetary or nonmonetary default of the Borrower. The courts of
all states will enforce clauses providing for acceleration in the event of a
material payment default after giving effect to any appropriate notices. The
courts of any state, however, may refuse to permit foreclosure of a mortgage or
deed of trust when an acceleration of the indebtedness would be inequitable or
unjust or the circumstances would render the acceleration unconscionable.
Furthermore, in some states, the Borrower may avoid foreclosure and reinstate an
accelerated loan by paying only the defaulted amounts and the costs and
attorneys' fees incurred by the lender in collecting such defaulted payments.
State courts also are known to apply various legal and equitable principles
to avoid enforcement of the forfeiture provisions of Installment Contracts. For
example, a lender's practice of accepting late payments from the borrower may be
deemed a waiver of the forfeiture clause. State courts also may impose equitable
grace periods for payment of arrearages or otherwise permit reinstatement of the
contract following a default. Not infrequently, if a borrower under an
Installment Contract has significant equity in the property, equitable
principles will be applied to reform or reinstate the contract or to permit the
borrower to share the proceeds upon a foreclosure sale of the property if the
sale price exceeds the debt.
Soldiers' and Sailors' Relief Act
Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended (the "Relief Act"), a Borrower who enters military service after the
origination of such Borrower's Mortgage Loan (including a Borrower who is a
member of the National Guard or is in reserve status at the time of the
origination of the Mortgage Loan and is later called to active duty) may not be
charged interest (including fees and charges) above an annual rate of 6% during
the period of such Borrower's active duty status, unless a court orders
otherwise upon application of the lender. Any shortfall in interest collections
resulting from the application of the Relief Act, to the extent not covered by
any applicable Enhancements, could result in losses to the Holders of the
Certificates. The Relief Act applies to mortgagors who are members of the
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Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and
officers of the U.S. Public Health Service assigned to duty with the military.
Because the Relief Act applies to mortgagors who enter military service
(including reservists who are later called to active duty) after origination of
the related Mortgage Loan, no information can be provided as to the number of
Mortgage Loans that may be affected by the Relief Act. Some of the Mortgaged
Properties relating to Mortgage Loans included in the Mortgage Pool for a
Series may be owned by Borrowers who are individuals. In addition, the Relief
Act imposes limitations which would impair the ability of the Master Servicer
to foreclose on an affected Mortgage Loan during the Borrower's period of
active duty status and, under certain circumstances, during an additional three
months thereafter. Thus, in the event that such a Mortgage Loan goes into
default, there may be delays and losses occasioned by the inability to realize
upon the Mortgage Property in a timely fashion.
APPLICABILITY OF USURY LAWS
State and federal usury laws limit the interest that lenders are entitled
to receive on a mortgage loan. In determining whether a given transaction is
usurious, courts may include charges in the form of "points" and "fees" as
"interest," but may exclude payments in the form of "reimbursement of
foreclosure expenses" or other charges found to be distinct from "interest." If,
however, the amount charged for the use of the money loaned is found to exceed a
statutorily established maximum rate, the form employed and the degree of
overcharge are both immaterial. Statutes differ in their provision as to the
consequences of a usurious loan. One group of statutes requires the lender to
forfeit the interest above the applicable limit or imposes a specified penalty.
Under this statutory scheme, the borrower may have the recorded mortgage or deed
of trust cancelled upon paying its debt with lawful interest, or the lender may
foreclose, but only for the debt plus lawful interest. A second group of
statutes is more severe. A violation of this type of usury law results in the
invalidation of the transaction, thereby permitting the borrower to have the
recorded mortgage or deed of trust cancelled without any payment and prohibiting
the lender from foreclosing.
Under the Agreement, a representation and warranty will be made to the
effect that the Mortgage Loans included in a given Trust Fund complied at
origination with applicable laws, including usury laws. If this representation
and warranty is breached with respect to any Mortgage Loan in a manner that
materially and adversely affects the interests of Certificateholders, a
Substitute Mortgage Loan will be substituted for such Mortgage Loan or such
Mortgage Loan will be repurchased in accordance with the applicable Agreement.
See "The Mortgage Pools--Representations and Warranties."
The Agreement for each Series will provide that the Master Servicer not
charge interest in excess of that permitted under any applicable state and
federal usury laws, notwithstanding that the applicable Note may provide for a
higher rate.
ALTERNATIVE MORTGAGE INSTRUMENTS
Alternative mortgage instruments, including adjustable rate mortgage loans,
originated by non-federally chartered lenders have historically been subjected
to a variety of restrictions. Such restrictions differed from state to state,
resulting in difficulties in determining whether a particular alternative
mortgage instrument originated by a state-chartered lender was in compliance
with applicable law. These difficulties were alleviated substantially as a
result of the enactment of Title VIII of the Garn-St Germain Act ("Title VIII").
Title VIII provides that, notwithstanding any state law to the contrary,
state-chartered banks may originate alternative mortgage instruments in
accordance with regulations promulgated by the Comptroller of the Currency with
respect to origination of alternative mortgage instruments by national banks,
state-chartered credit unions may originate alternative mortgage instruments in
accordance with regulations promulgated by the National Credit Union
Administration (the "NCUA") with respect to origination of alternative mortgage
instruments by federal credit unions, and all other non-federally chartered
housing creditors, including state-chartered savings and loan associations,
state-chartered savings banks and mortgage banking companies, may originate
alternative mortgage instruments in accordance with the regulations promulgated
by the Federal Home Loan Bank Board (now the Office of Thrift Supervision) with
respect to origination of alternative mortgage instruments by federal savings
and
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loan associations. Title VIII provides that any state may reject applicability
of the provision of Title VIII by adopting, prior to October 15, 1985, a law or
constitutional provision expressly rejecting the applicability of such
provisions. Certain states have taken such action.
LEASES AND RENTS
Mortgages that encumber income-producing property often contain an
assignment of rents and leases, pursuant to which the mortgagor assigns its
right, title and interest as landlord under each lease and the income derived
therefrom to the lender, while the mortgagor retains a revocable license to
collect the rents for so long as there is no unremedied default. If the
mortgagor defaults and such default is not remedied by the mortgagor within the
cure period, if any, the license terminates and the lender is entitled to
collect the rents. Local law may require that the lender take possession of the
property and/or obtain a court-appointed receiver before becoming entitled to
collect the rents. In most States, hotel and motel room rates are considered
accounts receivable under the Uniform Commercial Code ("UCC"); generally these
rates are either assigned by the mortgagor, which remains entitled to collect
such rates absent a default, or pledged by the mortgagor, as security for the
loans. In general, the lender must file financing statements in order to
perfect its security interest in the rates and must file continuation
statements, generally every five years, to maintain perfection of such security
interest. Even if the lender's security interest in room rates is perfected
under the UCC, the lender will generally be required to commence a foreclosure
or otherwise take possession of the property in order to collect the room rates
after a default. Even after a foreclosure, the potential rent payments from the
property may be less than the periodic payments that had been due under the
mortgage. For instance, the net income that would otherwise be generated from
the property may be less than the amount that would have been needed to service
the mortgage debt if the leases on the property are at below-market rents, or
as the result of excessive maintenance, repair or other obligations which a
lender succeeds to as landlord.
PERSONALTY
Certain types of Mortgaged Properties, such as hotels, motels and
industrial plants, are likely to derive a significant part of their value from
personal property which does not constitute "fixtures" under applicable state
real property law, and hence, would not be subject to the lien of a mortgage.
Such property is generally pledged or assigned as security to the lender under
the UCC. In order to perfect its security interest therein, the lender generally
must file UCC financing statements and, to maintain perfection of such security
interest, file continuation statements generally every five years.
SECONDARY FINANCING; DUE-ON-ENCUMBRANCE PROVISIONS
Some of the Mortgage Loans included in the Mortgage Pool for a Series may
not restrict secondary financing, thereby permitting the Borrower to use the
Mortgaged Property as security for one or more additional loans. Some of the
Mortgage Loans may preclude secondary financing (often by permitting the first
lender to accelerate the maturity of its loan if the Borrower further encumbers
the Mortgaged Property) or may require the consent of the senior lender to any
junior or substitute financing; however, such provisions may be unenforceable
in certain jurisdictions under certain circumstances. The Agreement for each
Series will provide that if any Mortgage Loan contains a provision in the
nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that
such Mortgage Loan shall (or may at the mortgagee's option) become due and
payable upon the creation of any lien or other encumbrance on the related
Mortgaged Property; or (ii) requires the consent of the related mortgagee to
the creation of any such lien or other encumbrance on the related Mortgaged
Property, then for so long as such Mortgage Loan is included in a given Trust
Fund, the Master Servicer or, if such Mortgage Loan is a Specially Serviced
Mortgage Loan, the Special Servicer, if any, on behalf of such Trust Fund,
shall exercise (or decline to exercise) any right it may have as the mortgagee
of record with respect to such Mortgage Loan (x) to accelerate the payments
thereon, or (y) to withhold its consent to the creation of any such lien or
other encumbrance, in a manner consistent with the servicing standard set forth
in the Agreement.
Where the Borrower encumbers the Mortgaged Property with one or more
junior liens, the senior lender is subject to additional risk. First, the
Borrower may have difficulty servicing and repaying multiple
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loans. Second, acts of the senior lender which prejudice the junior lender or
impair the junior lender's security may create a superior equity in favor of
the junior lender. For example, if the Borrower and the senior lender agree to
an increase in the principal amount of or the interest rate payable on the
senior loan, the senior lender may lose its priority to the extent an existing
junior lender is prejudiced or the Borrower is additionally burdened. Third, if
the Borrower defaults on the senior loan and/or any junior loan or loans, the
existence of junior loans and actions taken by junior lenders can impair the
security available to the senior lender and can interfere with, delay and in
certain circumstances even prevent the taking of action by the senior lender.
Fourth, the bankruptcy of a junior lender may operate to stay foreclosure or
similar proceedings by the senior lender.
FORFEITURES IN DRUG AND RICO PROCEEDINGS
Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations ("RICO") statute can be seized by the government if the
property was used in, or purchased with the proceeds of, such crimes. Under
procedures contained in the Comprehensive Crime Control Act of 1984 (the "Crime
Control Act"), the government may seize the property even before conviction.
The government must publish notice of the forfeiture proceeding and may give
notice to all parties "known to have an alleged interest in the property,"
including the holders of mortgage loans.
A lender may avoid forfeiture of its interest in the property if it
establishes that: (i) its mortgage was executed and recorded before commission
of the crime upon which the forfeiture is based, or (ii) the lender was, at the
time of execution of the mortgage, "reasonably without cause to believe" that
the property was used in, or purchased with the proceeds of, illegal drug or
RICO activities.
CERTAIN LAWS AND REGULATIONS
The Mortgaged Properties will be subject to compliance with various
federal, state and local statutes and regulations. Failure to comply (together
with an inability to remedy any such failure) could result in material
diminution in the value of a Mortgaged Property which could, together with the
possibility of limited alternative uses for a particular Mortgaged Property
(i.e., a nursing or convalescent home or hospital), result in a failure to
realize the full principal amount of the related Mortgage Loan.
TYPE OF MORTGAGED PROPERTY
The lender may be subject to additional risk depending upon the type and
use of the Mortgaged Property in question. For instance, Mortgaged Properties
which are hospitals, nursing homes or convalescent homes may present special
risks to lenders in large part due to significant governmental regulation of
the operation, maintenance, control and financing of health care institutions.
Mortgages on Mortgaged Properties which are owned by the Borrower under a
condominium form of ownership are subject to the declaration, by-laws and other
rules and regulations of the condominium association. Mortgaged Properties
which are hotels or motels may present additional risk to the lender in that:
(i) hotels and motels are typically operated pursuant to franchise, management
and operating agreements which may be terminable by the operator; and (ii) the
transferability of the hotel's operating, liquor and other licenses to the
entity acquiring the hotel either through purchase or foreclosure is subject to
the vagaries of local law requirements. In addition, Mortgaged Properties which
are multifamily residential properties or cooperatively owned multifamily
properties may be subject to rent control laws, which could impact the future
cash flows of such properties.
AMERICANS WITH DISABILITIES ACT
Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder (collectively, the "ADA"), in order to protect
individuals with disabilities, owners of public accommodations (such as hotels,
restaurants, shopping centers, hospitals, schools and social service center
establishments) must remove architectural and communication barriers which are
structural in nature from existing places of public accommodation to the extent
"readily achievable." In addition, under the ADA,
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alterations to a place of public accommodation or a commercial facility are to
be made so that, to the maximum extent feasible, such altered portions are
readily accessible to and usable by disabled individuals. The "readily
achievable" standard takes into account, among other factors, the financial
resources of the affected site, owner, landlord or other applicable Person. In
addition to imposing a possible financial burden on the borrower in its
capacity as owner or landlord, the ADA may also impose such requirements on a
foreclosing lender who succeeds to the interest of the Borrower as owner or
landlord. Furthermore, since the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender who is financially more capable than the Borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than
those to which the Borrower is subject.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following represents the opinion of Brown & Wood LLP, Cadwalader,
Wickersham & Taft or Orrick, Herrington & Sutcliffe (as specified in the related
Prospectus Supplement) as to the matters discussed herein. The following is a
general discussion of the anticipated material federal income tax consequences
of the purchase, ownership and disposition of Certificates. The discussion below
does not purport to address all federal income tax consequences that may be
applicable to particular categories of investors, some of which may be subject
to special rules. The authorities on which this discussion is based are subject
to change or differing interpretations, and any such change or interpretation
could apply retroactively. This discussion reflects the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), as well as
regulations (the "REMIC Regulations") promulgated by the U.S. Department of
Treasury (the "Treasury"). Investors should consult their own tax advisors in
determining the federal, state, local and other tax consequences to them of the
purchase, ownership and disposition of Certificates.
For purposes of this discussion, where the applicable Prospectus Supplement
provides for a fixed retained yield with respect to the Mortgage Loans
underlying a Series of Certificates, references to the Mortgage will be deemed
to refer to that portion of the Mortgage Loans held by the Trust Fund which does
not include the retained interest. References to a "holder" or
"Certificateholder" in this discussion generally mean the beneficial owner of a
Certificate.
REMIC CERTIFICATES
GENERAL
With respect to a particular Series of Certificates, an election may be
made to treat the Trust Fund or one or more segregated pools of assets therein
as one or more REMICs within the meaning of Code Section 860D. A Trust Fund or a
portion thereof as to which a REMIC election will be made will be referred to as
a "REMIC Pool". For purposes of this discussion, Certificates of a Series as to
which one or more REMIC elections are made are referred to as "REMIC
Certificates" and will consist of one or more Classes of "REMIC Regular
Certificates" and one Class of "Residual Certificates" in the case of each REMIC
Pool. Qualification as a REMIC requires ongoing compliance with certain
conditions. With respect to each Series of REMIC Certificates, Brown & Wood LLP,
Cadwalader, Wickersham & Taft or Orrick, Herrington & Sutcliffe (as specified in
the related Prospectus Supplement), tax counsel to the Depositor, has advised
the Depositor that in the firm's opinion, assuming (i) the making of such an
election, (ii) compliance with the Agreement and (iii) compliance with any
changes in the law, including any amendments to the Code or applicable Treasury
regulations thereunder, each REMIC Pool will qualify as a REMIC. In such case,
the REMIC Regular Certificates will be considered to be "regular interests" in
the REMIC Pool and generally will be treated for federal income tax purposes as
if they were newly originated debt instruments, and the Residual Certificates
will be considered to be "residual interests" in the REMIC Pool. The Prospectus
Supplement for each Series of Certificates will indicate whether one or more
REMIC elections with respect to the related Trust Fund will be made, in which
event references to "REMIC" or "REMIC Pool" herein shall be deemed to refer to
each such REMIC Pool. If so specified in the applicable Prospectus Supplement,
the portion of a Trust Fund as to which a REMIC election is not made may be
treated as a grantor trust for federal income tax purposes. See "--Grantor Trust
Certificates."
STATUS OF REMIC CERTIFICATES
REMIC Certificates held by a domestic building and loan association will
constitute "a regular or residual interest in a REMIC" within the meaning of
Code Section 7701(a)(19)(C)(xi) but only in the same proportion that the assets
of the REMIC Pool would be treated as "loans . . . secured by an interest in
real property which is . . . residential real property" (such as single family
or multifamily properties, but not commercial properties) within the meaning of
Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section
7701(a)(19)(C), and otherwise will not qualify for such treatment. REMIC
Certificates held by a real estate investment trust will constitute "real estate
assets" within the meaning
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of Code Section 856(c)(4)(A), and interest on the REMIC Regular Certificates
and income with respect to Residual Certificates will be considered "interest
on obligations secured by mortgages on real property or on interests in real
property" within the meaning of Code Section 856(c)(3)(B) in the same
proportion that, for both purposes, the assets of the REMIC Pool would be so
treated. If at all times 95% or more of the assets of the REMIC Pool qualify
for each of the foregoing respective treatments, the REMIC Certificates will
qualify for the corresponding status in their entirety. For purposes of Code
Section 856(c)(4)(A), payments of principal and interest on the Mortgage Loans
that are reinvested pending distribution to holders of REMIC Certificates
qualify for such treatment. Where two or more REMIC Pools are a part of a
tiered structure they will be treated as one REMIC for purposes of the tests
described above respecting asset ownership of more or less than 95%. In
addition, if the assets of the REMIC include buy-down Mortgage Loans, it is
possible that the percentage of such assets constituting "qualifying real
property loans" or "loans . . . secured by an interest in real property" for
purposes of Code Section 7701(a)(19)(C)(v), respectively, may be required to be
reduced by the amount of the related buy-down funds. Except as provided in the
applicable Prospectus Supplement with respect to a Series, REMIC Regular
Certificates will represent "qualified mortgages," within the meaning of Code
Section 860G(a)(3), for other REMICs and "permitted assets," within the meaning
of Code Section 860L(c), for financial asset securitization investment trusts.
REMIC Certificates held by a regulated investment company will not constitute
"Government securities" within the meaning of Code Section 851(b)(4)(A)(i).
REMIC Certificates held by certain financial institutions will constitute an
"evidence of indebtedness" within the meaning of Code Section 582(c)(1). The
Small Business Job Protection Act of 1996 (the "SBJPA of 1996") repealed the
reserve method for bad debts of domestic building and loan associations and
mutual savings banks, and thus has eliminated the asset category of "qualifying
real property loans" in former Code Section 593(d) for taxable years beginning
after December 31, 1995. The requirement in the SBJPA of 1996 that such
institutions must "recapture" a portion of their existing bad debt reserves is
suspended if a certain portion of their assets are maintained in "residential
loans" under Code Section 7701(a)(19)(C)(v), but only if such loans were made
to acquire, construct or improve the related real property and not for the
purpose of refinancing. However, no effort will be made to identify the portion
of the Mortgage Loans of any Series meeting this requirement, and no
representation is made in this regard.
QUALIFICATION AS A REMIC
In order for the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in the
Code. The REMIC Pool must fulfill an asset test, which requires that no more
than a de minimis portion of the assets of the REMIC Pool, as of the close of
the third calendar month beginning after the "Startup Day" (which for purposes
of this discussion is the date of issuance of the REMIC Certificates) and at all
times thereafter, may consist of assets other than "qualified mortgages" and
"permitted investments." The REMIC Regulations provide a safe harbor pursuant to
which the de minimis requirement is met if at all times the aggregate adjusted
basis of the nonqualified assets is less than 1% of the aggregate adjusted basis
of all the REMIC Pool's assets. An entity that fails to meet the safe harbor may
nevertheless demonstrate that it holds no more than a de minimis amount of
nonqualified assets. A REMIC also must provide "reasonable arrangements" to
prevent its residual interest from being held by "disqualified organizations"
and must furnish applicable tax information to transferors or agents that
violate this requirement. See "--Taxation of Residual Certificates--Tax-Related
Restrictions on Transfer of Residual Certificates--Disqualified Organizations."
A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on
the Startup Day or is purchased by the REMIC Pool within a three-month period
thereafter pursuant to a fixed price contract in effect on the Startup Day.
Qualified mortgages include whole mortgage loans, such as the Mortgage Loans,
certificates of beneficial interest in a grantor trust that holds mortgage
loans, such as MBS, regular interests in another REMIC, such as MBS in a trust
as to which a REMIC election has been made, loans secured by timeshare interests
and loans secured by shares held by a tenant stockholder in a cooperative
housing corporation, provided, in general, (i) the fair market value of the real
property security (including buildings and structural
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components thereof) is at least 80% of the principal balance of the related
Mortgage Loan or mortgage loan underlying the Mortgage Certificate either at
origination or as of the Startup Day (an original loan-to-value ratio of not
more than 125% with respect to the real property security) or (ii)
substantially all the proceeds of the Mortgage Loan or the underlying mortgage
loan were used to acquire, improve or protect an interest in real property
that, at the origination date, was the only security for the Mortgage Loan or
underlying mortgage loan. If the Mortgage Loan has been substantially modified
other than in connection with a default or reasonably foreseeable default, it
must meet the loan-to-value test in (i) of the preceding sentence as of the
date of the last such modification). A qualified mortgage includes a qualified
replacement mortgage, which is any property that would have been treated as a
qualified mortgage if it were transferred to the REMIC Pool on the Startup Day
and that is received either (i) in exchange for any qualified mortgage within a
three-month period thereafter or (ii) in exchange for a "defective obligation"
within a two-year period thereafter. A "defective obligation" includes (i) a
mortgage in default or as to which default is reasonably foreseeable, (ii) a
mortgage as to which a customary representation or warranty made at the time of
transfer to the REMIC Pool has been breached, (iii) a mortgage that was
fraudulently procured by the mortgagor, and (iv) a mortgage that was not in
fact principally secured by real property (but only if such mortgage is
disposed of within 90 days of discovery). A Mortgage Loan that is "defective"
as described in clause (iv) that is not sold or, if within two years of the
Startup Day, exchanged, within 90 days of discovery, ceases to be a qualified
mortgage after such 90-day period.
The REMIC Regulations provide that obligations secured by interests in
manufactured housing which qualify as "single family residences" within the
meaning of Code Section 25(e)(10) may be treated as "qualified mortgages" of a
REMIC. Under Code Section 25(e)(10), the term "single family residence" includes
any manufactured home which has a minimum of 400 square feet of living space and
a minimum width in excess of 102 inches and which is of a kind customarily used
at a fixed location. With respect to each Series with respect to which
Installment Contracts are included in a REMIC Pool, the Depositor will represent
and warrant that each of the manufactured homes securing the Installment
Contracts meets this definition of "single family residence."
Permitted investments include cash flow investments, qualified reserve
assets and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13 months,
until the next scheduled distribution to holders of interests in the REMIC Pool.
A qualified reserve asset is any intangible property held for investment that is
part of any reasonably required reserve maintained by the REMIC Pool to provide
for payments of expenses of the REMIC Pool or amounts due on the regular or
residual interests in the event of defaults (including delinquencies) on the
qualified mortgages, lower than expected reinvestment returns, prepayment
interest shortfalls and certain other contingencies. The reserve fund will be
disqualified if more than 30% of the gross income from the assets in such fund
for the year is derived from the sale or other disposition of property held for
less than three months, unless required to prevent a default on the regular
interests caused by a default on one or more qualified mortgages. A reserve fund
must be reduced "promptly and appropriately" as payments on the Mortgage Loans
are received. Foreclosure property is real property acquired by the REMIC Pool
in connection with the default or imminent default of a qualified mortgage and
generally not held beyond the close of the third calendar year after the year of
acquisition, subject to an extension granted by the Internal Revenue Service
(the "IRS").
In addition to the foregoing requirements, the various interests in a REMIC
Pool also must meet certain requirements. All of the interests in a REMIC Pool
must be either of the following: (i) one or more classes of regular interests or
(ii) a single class of residual interests on which distributions, if any, are
made pro rata. A regular interest is an interest in a REMIC Pool that is issued
on the Startup Day with fixed terms, is designated as a regular interest, and
unconditionally entitles the holder to receive a specified principal amount (or
other similar amount), and provides that interest payments (or other similar
amounts), if any, at or before maturity either are payable based on a fixed rate
or a qualified variable rate, or consist of a specified, nonvarying portion of
the interest payments on qualified mortgages. Such a specified portion may
consist of a fixed number of basis points, a fixed percentage of the total
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interest, or a fixed or qualified variable or inverse variable rate on some or
all of the qualified mortgages minus a different fixed or qualified variable
rate. The specified principal amount of a regular interest that provides for
interest payments consisting of a specified, nonvarying portion of interest
payments on qualified mortgages may be zero. A residual interest is an interest
in a REMIC Pool other than a regular interest that is issued on the Startup Day
and that is designated as a residual interest. An interest in a REMIC Pool may
be treated as a regular interest even if payments of principal with respect to
such interest are subordinated to payments on other regular interests or the
residual interest in the REMIC Pool, and are dependent on the absence of
defaults or delinquencies on qualified mortgages or permitted investments,
lower than reasonably expected returns on permitted investments, unanticipated
expenses incurred by the REMIC Pool or prepayment interest shortfalls.
Accordingly, the REMIC Regular Certificates of a Series will constitute one or
more classes of regular interests, and the Residual Certificates with respect
to that Series will constitute a single class of residual interests on which
distributions are made pro rata.
If an entity, such as the REMIC Pool, fails to comply with one or more of
the ongoing requirements of the Code for REMIC status during any taxable year,
the Code provides that the entity will not be treated as a REMIC for such year
and thereafter. In this event, an entity with multiple classes of ownership
interests may be treated as a separate association taxable as a corporation
under Treasury regulations, and the REMIC Regular Certificates may be treated as
equity interests therein. The Code, however, authorizes the Treasury Department
to issue regulations that address situations where failure to meet one or more
of the requirements for REMIC status occurs inadvertently and in good faith, and
disqualification of the REMIC Pool would occur absent regulatory relief.
Investors should be aware, however, that the Conference Committee Report to the
Tax Reform Act of 1986 (the "1986 Act") indicates that the relief may be
accompanied by sanctions, such as the imposition of a corporate tax on all or a
portion of the REMIC Pool's income for the period of time in which the
requirements for REMIC status are not satisfied.
TAXATION OF REMIC REGULAR CERTIFICATES
General
In general, interest, original issue discount and market discount on a
REMIC Regular Certificate will be treated as ordinary income to a holder of the
REMIC Regular Certificate (the "Regular Certificateholder") as they accrue, and
principal payments on a REMIC Regular Certificate will be treated as a return of
capital to the extent of the Regular Certificateholder's basis in the REMIC
Regular Certificate allocable thereto. Regular Certificateholders must use the
accrual method of accounting with regard to REMIC Regular Certificates,
regardless of the method of accounting otherwise used by such Regular
Certificateholders.
Original Issue Discount
Compound Interest Certificates will be, and other Classes of REMIC Regular
Certificates may be, issued with "original issue discount" within the meaning of
Code Section 1273(a). Holders of any Class of REMIC Regular Certificates having
original issue discount generally must include original issue discount in
ordinary income for federal income tax purposes as it accrues, in accordance
with the constant yield method that takes into account the compounding of
interest, in advance of receipt of the cash attributable to such income. The
following discussion is based in part on temporary and final Treasury
regulations issued on February 2, 1994 (the "OID Regulations"), as amended on
June 14, 1996, under Code Sections 1271 through 1273 and 1275 and in part on the
provisions of the 1986 Act. Regular Certificateholders should be aware, however,
that the OID Regulations do not adequately address certain issues relevant to
prepayable securities, such as the REMIC Regular Certificates. To the extent
such issues are not addressed in such regulations, the Depositor intends to
apply the methodology described in the Conference Committee Report to the 1986
Act. No assurance can be provided that the IRS will not take a different
position as to those matters not currently addressed by the OID Regulations.
Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to
apply or depart from the OID Regulations where necessary or appropriate to
ensure a reasonable tax result in light of the applicable statutory provisions.
A tax result will not be considered unreasonable under the anti-abuse rule in
the
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absence of a substantial effect on the present value of a taxpayer's tax
liability. Investors are advised to consult their own tax advisors as to the
discussion herein and the appropriate method for reporting interest and
original issue discount with respect to the REMIC Regular Certificates.
Each REMIC Regular Certificate will be treated as a single installment
obligation for purposes of determining the original issue discount includible in
a Regular Certificateholder's income. The total amount of original issue
discount on a REMIC Regular Certificate is the excess of the "stated redemption
price at maturity" of the REMIC Regular Certificate over its "issue price." The
issue price of a Class of REMIC Regular Certificates offered pursuant to this
Prospectus generally is the first price at which a substantial amount of REMIC
Regular Certificates of that Class is sold to the public (excluding bond houses,
brokers and underwriters). Although unclear under the OID Regulations, it is
anticipated that the Trustee will treat the issue price of a Class as to which
there is no substantial sale as of the issue date or that is retained by the
Depositor as the fair market value of that Class as of the issue date. The issue
price of a REMIC Regular Certificate also includes the amount paid by an initial
Regular Certificateholder for accrued interest that relates to a period prior to
the issue date of the REMIC Regular Certificate, unless the Regular
Certificateholder elects on its federal income tax return to exclude such amount
from the issue price and to recover it on the first Distribution Date. The
stated redemption price at maturity of a REMIC Regular Certificate always
includes the original principal amount of the REMIC Regular Certificate, but
generally will not include distributions of stated interest if such interest
distributions constitute "qualified stated interest." Under the OID Regulations,
qualified stated interest generally means interest payable at a single fixed
rate or a qualified variable rate (as described below) provided that such
interest payments are unconditionally payable at intervals of one year or less
during the entire term of the REMIC Regular Certificate. It is possible that the
REMIC Regular Certificates will not be unconditionally payable because they have
no default remedy. However, because the underlying mortgage loans have default
remedies, it is anticipated that, except as provided in the following three
sentences, the Trustee will treat interest on the REMIC Regular Certificates as
qualified stated interest. Distributions of interest on a Compound Interest
Certificate, or on other REMIC Regular Certificates with respect to which
deferred interest will accrue, will not constitute qualified stated interest, in
which case the stated redemption price at maturity of such REMIC Regular
Certificates includes all distributions of interest as well as principal
thereon. Likewise, the Depositor intends to treat an "interest only" class, or a
class on which interest is substantially disproportionate to its principal
amount (a so-called "super-premium" class) as having no qualified stated
interest. Where the interval between the issue date and the first Distribution
Date on a REMIC Regular Certificate is shorter than the interval between
subsequent Distribution Dates, the interest attributable to the additional days
will be included in the stated redemption price at maturity.
Under a de minimis rule, original issue discount on a REMIC Regular
Certificate will be considered to be zero if such original issue discount is
less than 0.25% of the stated redemption price at maturity of the REMIC Regular
Certificate multiplied by the weighted average maturity of the REMIC Regular
Certificate. For this purpose, the weighted average maturity of the REMIC
Regular Certificate is computed as the sum of the amounts determined by
multiplying the number of full years (i.e., rounding down partial years) from
the issue date until each distribution is scheduled to be made by a fraction,
the numerator of which is the amount of each distribution included in the stated
redemption price at maturity of the REMIC Regular Certificate and the
denominator of which is the stated redemption price at maturity of the REMIC
Regular Certificate. The Conference Committee Report to the 1986 Act provides
that the schedule of such distributions should be determined in accordance with
the assumed rate of prepayment of the Mortgage Loans (the "Prepayment
Assumption") and the anticipated reinvestment rate, if any, relating to the
REMIC Regular Certificates. The Prepayment Assumption with respect to a Series
of REMIC Regular Certificates will be set forth in the related Prospectus
Supplement. Holders generally must report de minimis OID pro rata as principal
payments are received, and such income will be capital gain if the REMIC Regular
Certificate is held as a capital asset. However, under the OID Regulations,
Regular Certificateholders may elect to accrue all de minimis original issue
discount as well as market discount and market premium under the constant yield
method. See "--Election to Treat All Interest Under the Constant Yield Method."
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A Regular Certificateholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the original
issue discount on the REMIC Regular Certificate accrued during an accrual period
for each day on which it holds the REMIC Regular Certificate, including the date
of purchase but excluding the date of disposition. The Depositor will treat the
monthly period ending on the day before each Distribution Date as the accrual
period. With respect to each REMIC Regular Certificate, a calculation will be
made of the original issue discount that accrues during each successive full
accrual period (or shorter period from the date of original issue) that ends on
the day before the related Distribution Date on the REMIC Regular Certificate.
The Conference Committee Report to the 1986 Act states that the rate of accrual
of original issue discount is intended to be based on the Prepayment Assumption.
The original issue discount accruing in a full accrual period would be the
excess, if any, of (i) the sum of (a) the present value of all of the remaining
distributions to be made on the REMIC Regular Certificate as of the end of that
accrual period that are included in the REMIC Regular Certificate's stated
redemption price at maturity and (b) the distributions made on the REMIC Regular
Certificate during the accrual period that are included in the REMIC Regular
Certificate's stated redemption price at maturity, over (ii) the adjusted issue
price of the REMIC Regular Certificate at the beginning of the accrual period.
The present value of the remaining distributions referred to in the preceding
sentence is calculated based on (i) the yield to maturity of the REMIC Regular
Certificate at the issue date, (ii) events (including actual prepayments) that
have occurred prior to the end of the accrual period and (iii) the Prepayment
Assumption. For these purposes, the adjusted issue price of a REMIC Regular
Certificate at the beginning of any accrual period equals the issue price of the
REMIC Regular Certificate, increased by the aggregate amount of original issue
discount with respect to the REMIC Regular Certificate that accrued in all prior
accrual periods and reduced by the amount of distributions included in the REMIC
Regular Certificate's stated redemption price at maturity that were made on the
REMIC Regular Certificate in such prior periods. The original issue discount
accruing during any accrual period (as determined in this paragraph) will then
be divided by the number of days in the period to determine the daily portion of
original issue discount for each day in the period. With respect to an initial
accrual period shorter than a full accrual period, the daily portions of
original issue discount must be determined according to an appropriate
allocation under any reasonable method.
Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder
generally will increase to take into account prepayments on the REMIC Regular
Certificates as a result of prepayments on the Mortgage Loans that exceed the
Prepayment Assumption, and generally will decrease (but not below zero for any
period) if the prepayments are slower than the Prepayment Assumption. An
increase in prepayments on the Mortgage Loans with respect to a Series of REMIC
Regular Certificates can result in both a change in the priority of principal
payments with respect to certain Classes of REMIC Regular Certificates and
either an increase or decrease in the daily portions of original issue discount
with respect to such REMIC Regular Certificates.
Acquisition Premium
A purchaser of a REMIC Regular Certificate at a price greater than its
adjusted issue price but less than its stated redemption price at maturity will
be required to include in gross income the daily portions of the original issue
discount on the REMIC Regular Certificate reduced pro rata by a fraction, the
numerator of which is the excess of its purchase price over such adjusted issue
price and the denominator of which is the excess of the remaining stated
redemption price at maturity over the adjusted issue price. Alternatively, such
a subsequent purchaser may elect to treat all such acquisition premium under
the constant yield method, as described below under the heading "--Election to
Treat All Interest Under the Constant Yield Method."
Variable Rate REMIC Regular Certificates
REMIC Regular Certificates may provide for interest based on a variable
rate. Under the OID Regulations, interest is treated as payable at a variable
rate if, generally, (i) the issue price does not exceed the original principal
balance by more than a specified amount and (ii) the interest compounds or is
payable at least annually at current values of (a) one or more "qualified
floating rates," (b) a single fixed
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rate and one or more qualified floating rates, (c) a single "objective rate" or
(d) a single fixed rate and a single objective rate that is a "qualified
inverse floating rate." A floating rate is a qualified floating rate if
variations in the rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds, where such rate is subject to a
fixed multiple that is greater than 0.65 but not more than 1.35. Such rate may
also be increased or decreased by a fixed spread or subject to a fixed cap or
floor, or a cap or floor that is not reasonably expected as of the issue date
to affect the yield of the instrument significantly. An objective rate is any
rate (other than a qualified floating rate) that is determined using a single
fixed formula and that is based on objective financial or economic information,
provided that such information is not (i) within the control of the issuer or a
related party or (ii) unique to the circumstances of the issuer or a related
party. A qualified inverse floating rate is a rate equal to a fixed rate minus
a qualified floating rate that inversely reflects contemporaneous variations in
the cost of newly borrowed funds; an inverse floating rate that is not a
qualified inverse floating rate may nevertheless be an objective rate. A Class
of REMIC Regular Certificates may be issued under this Prospectus that does not
have a variable rate under the foregoing rules, for example, a Class that bears
different rates at different times during the period it is outstanding such
that it is considered significantly "front-loaded" or "back-loaded" within the
meaning of the OID Regulations. It is possible that such a Class may be
considered to bear "contingent interest" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of contingent
interest rate by their terms not applicable to REMIC Regular Certificates.
However, if final regulations dealing with contingent interest with respect to
REMIC Regular Certificates apply the same principles as the OID Regulations,
such regulations may lead to different timing of income inclusion that would be
the case under the OID Regulations. Furthermore, application of such principles
could lead to the characterization of gain on the sale of contingent interest
REMIC Regular Certificates as ordinary income. Investors should consult their
tax advisors regarding the appropriate treatment of any REMIC Regular
Certificate that does not pay interest at a fixed rate or variable rate as
described in this paragraph.
Under the REMIC Regulations, a REMIC Regular Certificate (i) bearing a rate
that qualifies as a variable rate under the OID Regulations that is tied to
current values of a variable rate (or the highest, lowest or average of two or
more variable rates, including a rate based on the average cost of funds of one
or more financial institutions), or a positive or negative multiple of such a
rate (plus or minus a specified number of basis points), or that represents a
weighted average of rates on some or all of the Mortgage Loans, including such a
rate that is subject to one or more caps or floors, or (ii) bearing one or more
such variable rates for one or more periods or one or more fixed rates for one
or more periods, and a different variable rate or fixed rate for other periods
qualifies as a regular interest in a REMIC. Accordingly, unless otherwise
indicated in the applicable Prospectus Supplement, it is anticipated that the
Trustee will treat REMIC Regular Certificates that qualify as regular interests
under this rule in the same manner as obligations bearing a variable rate for
original issue discount reporting purposes.
The amount of original issue discount with respect to a REMIC Regular
Certificate bearing a variable rate of interest will accrue in the manner
described above under "Original Issue Discount" with the yield to maturity and
future payments on such REMIC Regular Certificate generally to be determined by
assuming that interest will be payable for the life of the REMIC Regular
Certificate based on the initial rate (or, if different, the value of the
applicable variable rate as of the pricing date) for the relevant Class. Unless
otherwise specified in the applicable Prospectus Supplement, the Depositor
intends to treat such variable interest as qualified stated interest, other than
variable interest on an interest-only or super-premium Class, which will be
treated as non-qualified stated interest includible in the stated redemption
price at maturity. Ordinary income reportable for any period will be adjusted
based on subsequent changes in the applicable interest rate index.
Although unclear under the OID Regulations, the Depositor intends to treat
REMIC Regular Certificates bearing an interest rate that is a weighted average
of the net interest rates on Mortgage Loans or MBS having fixed or adjustable
rates, as having qualified stated interest. In the case of adjustable rate
Mortgage Loans, the applicable index used to compute interest on the Mortgage
Loans in effect on the pricing date (or possibly the issue date) will be deemed
to be in effect beginning with the period in which
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the first weighted average adjustment date occurring after the issue date
occurs. Adjustments will be made in each accrual period either increasing or
decreasing the amount or ordinary income reportable to reflect the actual
Pass-Through Rate on the REMIC Regular Certificates.
Deferred Interest
Under the OID Regulations, all interest on a REMIC Regular Certificate as
to which there may be Deferred Interest is includible in the stated redemption
price at maturity thereof. Accordingly, any Deferred Interest that accrues with
respect to a Class of REMIC Regular Certificates may constitute income to the
holders of such REMIC Regular Certificates prior to the time distributions of
cash with respect to such Deferred Interest are made.
Market Discount
A purchaser of a REMIC Regular Certificate also may be subject to the
market discount rules of Code Section 1276 through 1278. Under these Code
sections and the principles applied by the OID Regulations in the context of
original issue discount, "market discount" is the amount by which the
purchaser's original basis in the REMIC Regular Certificate (i) is exceeded by
the then-current principal amount of the REMIC Regular Certificate or (ii) in
the case of a REMIC Regular Certificate having original issue discount, is
exceeded by the adjusted issue price of such REMIC Regular Certificate at the
time of purchase. Such purchaser generally will be required to recognize
ordinary income to the extent of accrued market discount on such REMIC Regular
Certificate as distributions includible in the stated redemption price at
maturity thereof are received, in an amount not exceeding any such
distribution. Such market discount would accrue in a manner to be provided in
Treasury regulations and should take into account the Prepayment Assumption.
The Conference Committee Report to the 1986 Act provides that until such
regulations are issued, such market discount would accrue either (i) on the
basis of a constant interest rate or (ii) in the ratio of stated interest
allocable to the relevant period to the sum of the interest for such period
plus the remaining interest as of the end of such period, or in the case of a
REMIC Regular Certificate issued with original issue discount, in the ratio of
original issue discount accrued for the relevant period to the sum of the
original issue discount accrued for such period plus the remaining original
issue discount as of the end of such period. Such purchaser also generally will
be required to treat a portion of any gain on a sale or exchange of the REMIC
Regular Certificate as ordinary income to the extent of the market discount
accrued to the date of disposition under one of the foregoing methods, less any
accrued market discount previously reported as ordinary income as partial
distributions in reduction of the stated redemption price at maturity were
received. Such purchaser will be required to defer deduction of a portion of
the excess of the interest paid or accrued on indebtedness incurred to purchase
or carry a REMIC Regular Certificate over the interest distributable thereon.
The deferred portion of such interest expense in any taxable year generally
will not exceed the accrued market discount on the REMIC Regular Certificate
for such year. Any such deferred interest expense is, in general, allowed as a
deduction not later than the year in which the related market discount income
is recognized or the REMIC Regular Certificate is disposed of. As an
alternative to the inclusion of market discount in income on the foregoing
basis, the Regular Certificateholder may elect to include market discount in
income currently as it accrues on all market discount instruments acquired by
such Regular Certificateholder in that taxable year or thereafter, in which
case the interest deferral rule will not apply. See "--Election to Treat All
Interest Under the Constant Yield Method" below regarding an alternative manner
in which such election may be deemed to be made.
Market discount with respect to a REMIC Regular Certificate will be
considered to be zero if such market discount is less than 0.25% of the
remaining stated redemption price at maturity of such REMIC Regular Certificate
multiplied by the weighted average maturity of the REMIC Regular Certificate
(determined as described above in the third paragraph under "--Original Issue
Discount") remaining after the date of purchase. It appears that de minimis
market discount would be reported in a manner similar to de minimis original
issue discount. See "--Original Issue Discount" above. Treasury regulations
implementing the market discount rules have not yet been issued, and therefore
investors should consult their own tax advisors regarding the application of
these rules. Investors should also consult Revenue Procedure 92-67 concerning
the elections to include market discount in income currently and to accrue
market discount on the basis of the constant yield method.
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Premium
A REMIC Regular Certificate purchased at a cost greater than its remaining
stated redemption price at maturity generally is considered to be purchased at
a premium. If the Regular Certificateholder holds such REMIC Regular
Certificate as a "capital asset" within the meaning of Code Section 1221, the
Regular Certificateholder may elect under Code Section 171 to amortize such
premium under the constant yield method. Treasury regulations issued under Code
Section 171 do not by their terms apply to REMIC Regular Certificates, which
are prepayable based on prepayments on the underlying Mortgage Loans. However,
the Conference Committee Report to the 1986 Act indicates a Congressional
intent that the same rules that will apply to the accrual of market discount on
installment obligations will also apply to amortizing bond premium under Code
Section 171 on installment obligations such as the REMIC Regular Certificates,
although it is unclear whether the alternatives to the constant yield method
described above under "--Market Discount" are available. Amortizable bond
premium will be treated as an offset to interest income on a REMIC Regular
Certificate rather than as a separate deduction item. See "--Election to Treat
All Interest Under the Constant Yield Method" below regarding an alternative
manner in which the Code Section 171 election may be deemed to be made.
Election to Treat All Interest Under the Constant Yield Method
A holder of a debt instrument such as a REMIC Regular Certificate may elect
to treat all interest that accrues on the instrument using the constant yield
method, with none of the interest being treated as qualified stated interest.
For purposes of applying the constant yield method to a debt instrument subject
to such an election, (i) "interest" includes stated interest, original issue
discount, de minimis original issue discount, market discount and de minimis
market discount, as adjusted by any amortizable bond premium or acquisition
premium and (ii) the debt instrument is treated as if the instrument were issued
on the holder's acquisition date in the amount of the holder's adjusted basis
immediately after acquisition. It is unclear whether, for this purpose, the
initial Prepayment Assumption would continue to apply or if a new prepayment
assumption as of the date of the holder's acquisition would apply. A holder
generally may make such an election on an instrument by instrument basis or for
a class or group of debt instruments. However, if the holder makes such an
election with respect to a debt instrument with amortizable bond premium or with
market discount, the holder is deemed to have made elections to amortize bond
premium or to report market discount income currently as it accrues under the
constant yield method, respectively, for all debt instruments acquired by the
holder in the same taxable year or thereafter. The election is made on the
holder's federal income tax return for the year in which the debt instrument is
acquired and is irrevocable except with the approval of the IRS. Investors
should consult their own tax advisors regarding the advisability of making such
an election.
Sale or Exchange of REMIC Regular Certificates
If a Regular Certificateholder sells or exchanges a REMIC Regular
Certificate, the Regular Certificateholder will recognize gain or loss equal to
the difference, if any, between the amount received and its adjusted basis in
the REMIC Regular Certificate. The adjusted basis of a REMIC Regular
Certificate generally will equal the cost of the REMIC Regular Certificate to
the seller, increased by any original issue discount or market discount
previously included in the seller's gross income with respect to the REMIC
Regular Certificate and reduced by amounts included in the stated redemption
price at maturity of the REMIC Regular Certificate that were previously
received by the seller, by any amortized premium and by any recognized losses.
Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a REMIC
Regular Certificate realized by an investor who holds the REMIC Regular
Certificate as a capital asset will be capital gain or loss and will be
long-term or short-term depending on whether the REMIC Regular Certificate has
been held for the long-term capital gain holding period (currently more than
one year). Such gain will be treated as ordinary income (i) if a REMIC Regular
Certificate is held as part of a "conversion transaction" as defined in Code
Section 1258(c), up to the amount of interest that would have accrued on the
Regular Certificateholder's net investment in the conversion transaction at
120% of the appropriate applicable Federal rate under Code Section 1274(d) in
effect at the time the taxpayer entered into the transaction minus any amount
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previously treated as ordinary income with respect to any prior distribution of
property that was held as a part of such transaction, (ii) in the case of a
non-corporate taxpayer, to the extent such taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary rates, or (iii) to the extent that such gain does not exceed the
excess, if any, of (a) the amount that would have been includible in the gross
income of the holder if its yield on such REMIC Regular Certificate were 110%
of the applicable Federal rate as of the date of purchase, over (b) the amount
of income actually includible in the gross income of such holder with respect
to the REMIC Regular Certificate. In addition, gain or loss recognized from the
sale of a REMIC Regular Certificate by certain banks or thrift institutions
will be treated as ordinary income or loss pursuant to Code Section 582(c).
Generally, short-term capital gains of certain non-corporate taxpayers are
subject to the same tax rate as the ordinary income of such taxpayers (39.6%)
for property held for not more than one year, and long-term capital gains of
such taxpayers are subject to a maximum tax rate of 20% for property held for
more than one year. The maximum tax rate for corporations is the same with
respect to both ordinary income and capital gains.
Treatment of Losses
Holders of REMIC Regular Certificates will be required to report income
with respect to REMIC Regular Certificates on the accrual method of accounting,
without giving effect to delays or reductions in distributions attributable to
defaults or delinquencies on the Mortgage Loans allocable to a particular class
of REMIC Regular Certificates, except to the extent it can be established that
such losses are uncollectible. Accordingly, the holder of a REMIC Regular
Certificate may have income, or may incur a diminution in cash flow as a result
of a default or delinquency, but may not be able to take a deduction (subject
to the discussion below) for the corresponding loss until a subsequent taxable
year. To the extent the rules of Code Section 166 regarding bad debts are
applicable, it appears that holders of REMIC Regular Certificates that are
corporations or that otherwise hold the REMIC Regular Certificates in
connection with a trade or business should in general be allowed to deduct as
an ordinary loss any such loss sustained during the taxable year on account of
any such REMIC Regular Certificates becoming wholly or partially worthless, and
that, in general, holders of REMIC Regular Certificates that are not
corporations and do not hold the REMIC Regular Certificates in connection with
a trade or business will be allowed to deduct as a short-term capital loss any
loss with respect to principal sustained during the taxable year on account of
a portion of any class or subclass of such REMIC Regular Certificates becoming
wholly worthless. Although the matter is not free from doubt, non-corporate
holders of REMIC Regular Certificates should be allowed a bad debt deduction at
such time as the principal balance of any class or subclass of such REMIC
Regular Certificates is reduced to reflect losses resulting from any liquidated
Mortgage Loans. The IRS, however, could take the position that non-corporate
holders will be allowed a bad debt deduction to reflect such losses only after
all Mortgage Loans remaining in the Trust Fund have been liquidated or such
class of REMIC Regular Certificates has been otherwise retired. The IRS could
also assert that losses on the REMIC Regular Certificates are deductible based
on some other method that may defer such deductions for all holders, such as
reducing future cash flow for purposes of computing original issue discount.
This may have the effect of creating "negative" original issue discount which
would be deductible only against future positive original issue discount or
otherwise upon termination of the Class. Holders of REMIC Regular Certificates
are urged to consult their own tax advisors regarding the appropriate timing,
amount and character of any loss sustained with respect to such REMIC Regular
Certificates. While losses attributable to interest previously reported as
income should be deductible as ordinary losses by both corporate and
non-corporate holders the IRS may take the position that losses attributable to
accrued original issue discount may only be deducted as capital losses in the
case of non-corporate holders who do not hold REMIC Regular Certificates in
connection with a trade or business. Special loss rules are applicable to banks
and thrift institutions, including rules regarding reserves for bad debts. Such
taxpayers are advised to consult their tax advisors regarding the treatment of
losses on REMIC Regular Certificates.
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TAXATION OF RESIDUAL CERTIFICATES
Taxation of REMIC Income
Generally, the "daily portions" of REMIC taxable income or net loss will
be includible as ordinary income or loss in determining the federal taxable
income of holders of Residual Certificates ("Residual Certificateholders"), and
will not be taxed separately to the REMIC Pool. The daily portions of REMIC
taxable income or net loss of a Residual Certificateholder are determined by
allocating the REMIC Pool's taxable income or net loss for each calendar
quarter ratably to each day in such quarter and by allocating such daily
portion among the Residual Certificateholders in proportion to their respective
holdings of Residual Certificates in the REMIC Pool on such day. REMIC taxable
income is generally determined in the same manner as the taxable income of an
individual using the accrual method of accounting, except that (i) the
limitations on deductibility of investment interest expense and expenses for
the production of income do not apply, (ii) all bad loans will be deductible as
business bad debts and (iii) the limitation on the deductibility of interest
and expenses related to tax-exempt income will apply. The REMIC Pool's gross
income includes interest, original issue discount income and market discount
income, if any, on the Mortgage Loans (reduced by amortization of any premium
on the Mortgage Loans), plus issue premium on the Regular Certificates, plus
income on reinvestment of cash flows and reserve assets, plus any cancellation
of indebtedness income upon allocation of realized losses to the REMIC Regular
Certificates. The REMIC Pool's deductions include interest and original issue
discount expense on the REMIC Regular Certificates, servicing fees on the
Mortgage Loans, other administrative expenses of the REMIC Pool and realized
losses on the Mortgage Loans. The requirement that Residual Certificateholders
report their pro rata share of taxable income or net loss of the REMIC Pool
will continue until there are no Certificates of any class of the related
Series outstanding.
The taxable income recognized by a Residual Certificateholder in any
taxable year will be affected by, among other factors, the relationship between
the timing of recognition of interest and original issue discount or market
discount income or amortization of premium with respect to the Mortgage Loans,
on the one hand, and the timing of deductions for interest (including original
issue discount) on the REMIC Regular Certificates, on the other hand. In the
event that an interest in the Mortgage Loans is acquired by the REMIC Pool at a
discount, and one or more of such Mortgage Loans is prepaid, the Residual
Certificateholder may recognize taxable income without being entitled to receive
a corresponding amount of cash because (i) the prepayment may be used in whole
or in part to make distributions in reduction of principal on the REMIC Regular
Certificates and (ii) the discount on the Mortgage Loans which is includible in
income may exceed the deduction allowed upon such distributions on those REMIC
Regular Certificates on account of any unaccrued original issue discount
relating to those REMIC Regular Certificates. When there is more than one class
of REMIC Regular Certificates that distributes principal sequentially, this
mismatching of income and deductions is particularly likely to occur in the
early years following issuance of the REMIC Regular Certificates when
distributions in reduction of principal are being made in respect of earlier
classes of REMIC Regular Certificates to the extent that such classes are not
issued with substantial discount. If taxable income attributable to such a
mismatching is realized, in general, losses would be allowed in later years as
distributions on the later classes of REMIC Regular Certificates are made.
Taxable income may also be greater in earlier years than in later years as a
result of the fact that interest expense deductions, expressed as a percentage
of the outstanding principal amount of such a Series of REMIC Regular
Certificates, may increase over time as distributions in reduction of principal
are made on the lower yielding classes of REMIC Regular Certificates, whereas to
the extent that the REMIC Pool includes fixed rate Mortgage Loans, interest
income with respect to any given Mortgage Loan will remain constant over time as
a percentage of the outstanding principal amount of that loan. Consequently,
Residual Certificateholders must have sufficient other sources of cash to pay
any federal, state or local income taxes due as a result of such mismatching or
unrelated deductions against which to offset such income, subject to the
discussion of "excess inclusions" below under "--Limitations on Offset or
Exemption of REMIC Income." In the case of tiered REMICs, such mismatching of
income and deductions may fall disproportionately or entirely on one class of
Residual Certificates than on the other class or classes of Residual
Certificates. The timing of such mismatching of income and deductions described
in this paragraph, if present with respect to a Series of Certificates, may
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have a significant adverse effect upon the affected Residual
Certificateholder's after-tax rate of return. In addition, a Residual
Certificateholder's taxable income during certain periods may exceed the income
reflected by such Residual Certificateholder for such periods in accordance
with generally accepted accounting principles. Investors should consult their
own accountants concerning the accounting treatment of their investment in
Residual Certificates.
Basis and Losses
The amount of any net loss of the REMIC Pool that may be taken into account
by the Residual Certificateholder is limited to the adjusted basis of the
Residual Certificate as of the close of the quarter (or time of disposition of
the Residual Certificate if earlier), determined without taking into account the
net loss for the quarter. The initial adjusted basis of a purchaser of a
Residual Certificate is the amount paid for such Residual Certificate. Such
adjusted basis will be increased by the amount of taxable income of the REMIC
Pool reportable by the Residual Certificateholder and will be decreased (but not
below zero), first, by a cash distribution from the REMIC Pool and, second, by
the amount of loss of the REMIC Pool reportable by the Residual
Certificateholder. Any loss that is disallowed on account of this limitation may
be carried over indefinitely with respect to the Residual Certificateholder as
to whom such loss was disallowed and may be used by such Residual
Certificateholder only to offset any income generated by the same REMIC Pool.
A Residual Certificateholder will not be permitted to amortize directly the
cost of its Residual Certificate as an offset to its share of the taxable income
of the related REMIC Pool. However, that taxable income will not include cash
received by the REMIC Pool that represents a recovery of the REMIC Pool's basis
in its assets. Such recovery of basis by the REMIC Pool will have the effect of
amortization of the issue price of the Residual Certificates over their life.
However, in view of the possible acceleration of the income of Residual
Certificateholders described above under "--Taxation of REMIC Income," the
period of time over which such issue price is effectively amortized may be
longer than the economic life of the Residual Certificates.
A Residual Certificate may have a negative value if the net present value
of anticipated tax liabilities exceeds the present value of anticipated cash
flows. The REMIC Regulations appear to treat the issue price of such a residual
interest as zero rather than such negative amount for purposes of determining
the REMIC Pool's basis in its assets. The preamble to the REMIC Regulations
states that the IRS may provide future guidance on the proper tax treatment of
payments made by a transferor of such a residual interest to induce the
transferee to acquire the interest, and Residual Certificateholders should
consult their own tax advisors in this regard.
Further, to the extent that the initial adjusted basis of a Residual
Certificateholder (other than an original holder) in the Residual Certificate
is greater that the corresponding portion of the REMIC Pool's basis in the
Mortgage Loans, the Residual Certificateholder will not recover a portion of
such basis until termination of the REMIC Pool unless future Treasury
regulations provide for periodic adjustments to the REMIC income otherwise
reportable by such holder. The REMIC Regulations currently in effect do not so
provide. See "Treatment of Certain Items of REMIC Income and Expense--Market
Discount" below regarding the basis of Mortgage Loans to the REMIC Pool and
"--Sale or Exchange of a Residual Certificate" below regarding possible
treatment of a loss upon termination of the REMIC Pool as a capital loss.
Treatment of Certain Items of REMIC Income and Expense
Although the Depositor intends to compute REMIC income and expense in
accordance with the Code and applicable regulations, the authorities regarding
the determination of specific items of income and expense are subject to
differing interpretations. The Depositor makes no representation as to the
specific method that it will use for reporting income with respect to the
Mortgage Loans and expenses with respect to the REMIC Regular Certificates, and
different methods could result in different timing of reporting of taxable
income or net loss to Residual Certificateholders or differences in capital gain
versus ordinary income.
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Original Issue Discount and Premium. Generally, the REMIC Pool's deductions
for original issue discount and inclusion in income of issue premium
amortization will be determined in the same manner as original issue discount
income and premium amortization on REMIC Regular Certificates as described above
under "Taxation of REMIC Regular Certificates--Original Issue Discount" and
"--Variable Rate REMIC Regular Certificates," without regard to the de minimis
rule described therein and "-- Premium."
Deferred Interest. Any Deferred Interest that accrues with respect to any
adjustable rate Mortgage Loans held by the REMIC Pool will constitute income to
the REMIC Pool and will be treated in a manner similar to the Deferred Interest
that accrues with respect to REMIC Regular Certificates as described above under
"Taxation of REMIC Regular Certificates--Deferred Interest."
Market Discount. The REMIC Pool will have market discount income in respect
of Mortgage Loans if, in general, the basis of the REMIC Pool allocable to such
Mortgage Loans is exceeded by their unpaid principal balances. The REMIC Pool's
basis in such Mortgage Loans is generally the fair market value of the Mortgage
Loans immediately after the transfer thereof to the REMIC Pool. The REMIC
Regulations provide that such basis is equal in the aggregate to the issue
prices of all regular and residual interests in the REMIC Pool (or the fair
market value thereof at the Closing Date, in the case of a retained Class). In
respect of Mortgage Loans that have market discount to which Code Section 1276
applies, the accrued portion of such market discount would be recognized
currently as an item of ordinary income in a manner similar to original issue
discount. Market discount income generally should accrue in the manner described
above under "Taxation of REMIC Regular Certificates--Market Discount."
Premium. Generally, if the basis of the REMIC Pool in the Mortgage Loans
exceeds the unpaid principal balances thereof, the REMIC Pool will be considered
to have acquired such Mortgage Loans at a premium equal to the amount of such
excess. As stated above, the REMIC Pool's basis in Mortgage Loans is the fair
market value of the Mortgage Loans, based on the aggregate of the issue prices
(or the fair market value of retained Classes) of the regular and residual
interests in the REMIC Pool immediately after the transfer thereof to the REMIC
Pool. In a manner analogous to the discussion above under "Taxation of REMIC
Regular Certificates--Premium," a REMIC Pool that holds a Mortgage Loan as a
capital asset under Code Section 1221 may elect under Code Section 171 to
amortize premium on whole mortgage loans or mortgage loans underlying MBS that
were originated after September 27, 1985 or on Agency Securities, or private
mortgage-backed securities that are REMIC regular interests under the constant
yield method. Amortizable bond premium will be treated as an offset to interest
income on the Mortgage Loans, rather than as a separate deduction item. To the
extent that the mortgagors with respect to the Mortgage Loans are individuals,
Code Section 171 will not be available for premium on Mortgage Loans (including
underlying mortgage loans) originated on or prior to September 27, 1985. Premium
with respect to such Mortgage Loans may be deductible in accordance with a
reasonable method regularly employed by the holder thereof. The allocation of
such premium pro rata among principal payments should be considered a reasonable
method; however, the IRS may argue that such premium should be allocated in a
different manner, such as allocating such premium entirely to the final payment
of principal.
Limitations on Offset or Exemption of REMIC Income
A portion or all of the REMIC taxable income includible in determining the
federal income tax liability of a Residual Certificateholder will be subject to
special treatment. That portion, referred to as the "excess inclusion," is equal
to the excess of REMIC taxable income for the calendar quarter allocable to a
Residual Certificate over the daily accruals for such quarterly period of (i)
120% of the long-term applicable Federal rate that would have applied to the
Residual Certificate (if it were a debt instrument) on the Startup Day under
Code Section 1274(d), multiplied by (ii) the adjusted issue price of such
Residual Certificate at the beginning of such quarterly period. For this
purpose, the adjusted issue price of a Residual Certificate at the beginning of
a quarter is the issue price of the Residual Certificate, plus the amount of
such daily accruals of REMIC income described in this paragraph for all prior
quarters, decreased by any distributions made with respect to such Residual
Certificate prior to the beginning of such quarterly period. Accordingly, the
portion of the REMIC Pool's taxable income that will be treated as excess
inclusions will be a larger portion of such income as the adjusted issue price
of the Residual Certificates diminishes.
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The portion of a Residual Certificateholder's REMIC taxable income
consisting of the excess inclusions generally may not be offset by other
deductions, including net operating loss carryforwards, on such Residual
Certificateholder's return. However, net operating loss carryovers are
determined without regard to excess inclusion income. Further, if the Residual
Certificateholder is an organization subject to the tax on unrelated business
income imposed by Code Section 511, the Residual Certificateholder's excess
inclusions will be treated as unrelated business taxable income of such Residual
Certificateholder for purposes of Code Section 511. In addition, REMIC taxable
income is subject to 30% withholding tax with respect to certain persons who are
not U.S. Persons (as defined below under "Tax-Related Restrictions on Transfer
of Residual Certificates--Foreign Investors"), and the portion thereof
attributable to excess inclusions is not eligible for any reduction in the rate
of withholding tax (by treaty or otherwise). See "Taxation of Certain Foreign
Investors--Residual Certificates" below. Finally, if a real estate investment
trust or a regulated investment company owns a Residual Certificate, a portion
(allocated under Treasury regulations yet to be issued) of dividends paid by the
real estate investment trust or a regulated investment company could not be
offset by net operating losses of its shareholders, would constitute unrelated
business taxable income for tax-exempt shareholders, and would be ineligible for
reduction of withholding to certain persons who are not U.S. Persons. The SBJPA
of 1996 has eliminated the special rule permitting Section 593 institutions
("thrift institutions") to use net operating losses and other allowable
deductions to offset their excess inclusion income from Residual Certificates
that have "significant value" within the meaning of the REMIC Regulations,
effective for taxable years beginning after December 31, 1995, except with
respect to Residual Certificates continuously held by thrift institutions since
November 1, 1995.
In addition, the SBJPA of 1996 provides three rules for determining the
effect of excess inclusions on the alternative minimum taxable income of a
Residual Certificateholder. First, alternative minimum taxable income for a
Residual Certificateholder is determined without regard to the special rule,
discussed above, that taxable income cannot be less than excess inclusions.
Second, a Residual Certificateholder's alternative minimum taxable income for a
taxable year cannot be less than the excess inclusions for the year. Third, the
amount of any alternative minimum tax net operating loss deduction must be
computed without regard to any excess inclusions. These rules are effective for
taxable years beginning after December 31, 1986, unless a Residual
Certificateholder elects to have such rules apply only to taxable years
beginning after August 20, 1996.
Tax-Related Restrictions on Transfer of Residual Certificates
Disqualified Organizations. If any legal or beneficial interest in a
Residual Certificate is transferred to a Disqualified Organization (as defined
below), a tax would be imposed in an amount equal to the product of (i) the
present value of the total anticipated excess inclusions with respect to such
Residual Certificate for periods after the transfer and (ii) the highest
marginal federal income tax rate applicable to corporations. The REMIC
Regulations provide that the anticipated excess inclusions are based on actual
prepayment experience to the date of the transfer and projected payments based
on the Prepayment Assumption. The present value rate equals the applicable
Federal rate under Code Section 1274(d) as of the date of the transfer for a
term ending with the last calendar quarter in which excess inclusions are
expected to accrue. Such a tax generally would be imposed on the transferor of
the Residual Certificate, except that where such transfer is through an agent
(including a broker, nominee or other middleman) for a Disqualified
Organization, the tax would instead be imposed on such agent. However, a
transferor of a Residual Certificate would in no event be liable for such tax
with respect to a transfer if the transferee furnishes to the transferor an
affidavit that the transferee is not a Disqualified Organization and, as of the
time of the transfer, the transferor does not have actual knowledge that such
affidavit is false. The tax also may be waived by the Treasury Department if the
Disqualified Organization promptly disposes of the residual interest and the
transferor pays income tax at the highest corporate rate on the excess
inclusions for the period the Residual Certificate is actually held by the
Disqualified Organization.
In addition, if a Pass-Through Entity (as defined below) has excess
inclusion income with respect to a Residual Certificate during a taxable year
and a Disqualified Organization is the record holder of an equity interest in
such entity, then a tax is imposed on such entity equal to the product of (i)
the amount
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of excess inclusions on the Residual Certificate that are allocable to the
interest in the Pass-Through Entity during the period such interest is held by
such Disqualified Organization, and (ii) the highest marginal federal corporate
income tax rate. Such tax would be deductible from the ordinary gross income of
the Pass-Through Entity for the taxable year. The Pass-Through Entity would not
be liable for such tax if it has received an affidavit from such record holder
that it is not a Disqualified Organization or stating such holder's taxpayer
identification number and, during the period such person is the record holder
of the Residual Certificate, the Pass-Through Entity does not have actual
knowledge that such affidavit is false.
For taxable years beginning on or after January 1, 1998, if an "electing
large partnership" holds a Residual Certificate, all interests in the electing
large partnership are treated as held by Disqualified Organizations for purposes
of the tax imposed upon a Pass-Through Entity by Section 860E(c) of the Code. An
exception to this tax, otherwise available to a Pass-Through Entity that is
furnished certain affidavits by record holders of interests in the entity and
that does not know such affidavits are false, is not available to an electing
large partnership.
For these purposes, (i) "Disqualified Organization" means the United
States, any state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (provided, that such term does not include an instrumentality if all
of its activities are subject to tax and a majority of its board of directors is
not selected by any such governmental entity), any cooperative organization
furnishing electric energy or providing telephone service to persons in rural
areas as described in Code Section 1381(a)(2)(C), and any organization (other
than a farmers' cooperative described in Code Section 521) that is exempt from
taxation under the Code unless such organization is subject to the tax on
unrelated business income imposed by Code Section 511, (ii) "Pass-Through
Entity" means any regulated investment company, real estate investment trust,
common trust fund, partnership, trust or estate and certain corporations
operating on a cooperative basis and (iii) an "electing large partnership" means
any partnership having more than 100 members during the preceding tax year
(other than certain service partnerships and commodity pools), which elect to
apply simplified reporting provisions under the Code. Except as may be provided
in Treasury regulations, any person holding an interest in a Pass-Through Entity
as a nominee for another will, with respect to such interest, be treated as a
Pass-Through Entity.
The Agreement with respect to a Series of Certificates will provide that no
legal or beneficial interest in a Residual Certificate may be transferred unless
(i) the proposed transferee provides to the transferor and the Trustee an
affidavit providing its taxpayer identification number and stating that such
transferee is the beneficial owner of the Residual Certificate, is not a
Disqualified Organization and is not purchasing such Residual Certificates on
behalf of a Disqualified Organization (i.e., as a broker, nominee or middleman
thereof), and (ii) the transferor provides a statement in writing to the
Depositor and the Trustee that it has no actual knowledge that such affidavit is
false. Moreover, the Agreement will provide that any attempted or purported
transfer in violation of these transfer restrictions will be null and void and
will vest no rights in any purported transferee. Each Residual Certificate with
respect to a Series will bear a legend referring to such restrictions on
transfer, and each Residual Certificateholder will be deemed to have agreed, as
a condition of ownership thereof, to any amendments to the related Agreement
required under the Code or applicable Treasury regulations to effectuate the
foregoing restrictions. Information necessary to compute an applicable excise
tax must be furnished to the IRS and to the requesting party within 60 days of
the request, and the Depositor or the Trustee may charge a fee for computing and
providing such information.
Noneconomic Residual Interests. The REMIC Regulations would disregard
certain transfers of Residual Certificates, in which case the transferor would
continue to be treated as the owner of the Residual Certificates and thus would
continue to be subject to tax on its allocable portion of the net income of the
REMIC Pool. Under the REMIC Regulations, a transfer of a "noneconomic residual
interest" (as defined below) to a Residual Certificateholder (other than a
Residual Certificateholder who is not a U.S. Person, as defined below under
"--Foreign Investors") is disregarded for all federal income tax purposes if a
significant purpose of the transferor is to impede the assessment or collection
of tax. A residual interest in a REMIC (including a residual interest with a
positive value at issuance) is a
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"noneconomic residual interest" unless, at the time of the transfer, (i) the
present value of the expected future distributions on the residual interest at
least equals the product of the present value of the anticipated excess
inclusions and the highest corporate income tax rate in effect for the year in
which the transfer occurs, and (ii) the transferor reasonably expects that the
transferee will receive distributions from the REMIC at or after the time at
which taxes accrue on the anticipated excess inclusions in an amount sufficient
to satisfy the accrued taxes. The anticipated excess inclusions and the present
value rate are determined in the same manner as set forth above under
"--Disqualified Organizations." The REMIC Regulations explain that a
significant purpose to impede the assessment or collection of tax exists if the
transferor, at the time of the transfer, either knew or should have known that
the transferee would be unwilling or unable to pay taxes due on its share of
the taxable income of the REMIC. A safe harbor is provided if (i) the
transferor conducted, at the time of the transfer, a reasonable investigation
of the financial condition of the transferee and found that the transferee
historically had paid its debts as they came due and found no significant
evidence to indicate that the transferee would not continue to pay its debts as
they came due in the future, and (ii) the transferee represents to the
transferor that it understands that, as the holder of the noneconomic residual
interest, the transferee may incur tax liabilities in excess of cash flows
generated by the interest and that the transferee intends to pay taxes
associated with holding the residual interest as they become due. The Agreement
with respect to each Series of Certificates will require the transferee of a
Residual Certificate to certify to the matters in the preceding sentence as
part of the affidavit described above under the heading "Disqualified
Organizations." The transferor must have no actual knowledge or reason to know
that such statements are false.
Foreign Investors. The REMIC Regulations provide that the transfer of a
Residual Certificate that has "tax avoidance potential" to a "foreign person"
will be disregarded for all federal tax purposes. This rule appears intended to
apply to a transferee who is not a U.S. Person (as defined below), unless such
transferee's income is effectively connected with the conduct of a trade or
business within the United States. A Residual Certificate is deemed to have tax
avoidance potential unless, at the time of the transfer, (i) the future value of
expected distributions equals at least 30% of the anticipated excess inclusions
after the transfer, and (ii) the transferor reasonably expects that the
transferee will receive sufficient distributions from the REMIC Pool at or after
the time at which the excess inclusions accrue and prior to the end of the next
succeeding taxable year for the accumulated withholding tax liability to be
paid. If the non-U.S. Person transfers the Residual Certificate back to a U.S.
Person, the transfer will be disregarded and the foreign transferor will
continue to be treated as the owner unless arrangements are made so that the
transfer does not have the effect of allowing the transferor to avoid tax on
accrued excess inclusions.
The Prospectus Supplement relating to a Series of Certificates may provide
that a Residual Certificate may not be purchased by or transferred to any person
that is not a U.S. Person or may describe the circumstances and restrictions
pursuant to which such a transfer may be made. The term "U.S. Person" means a
citizen or resident of the United States, a corporation or partnership created
or organized in or under the laws of the United States, any state or the
District of Columbia (unless, in the case of a partnership, regulations are
adopted that provide otherwise), including any entity treated as a corporation
or partnership for federal income tax purposes, an estate that is subject to
U.S. federal income tax regardless of the source of its income 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).
Sale or Exchange of a Residual Certificate
Upon the sale or exchange of a Residual Certificate, the Residual
Certificateholder will recognize gain or loss equal to the excess, if any, of
the amount realized over the adjusted basis (as described above under "Taxation
of Residual Certificates--Basis and Losses") of such Residual Certificateholder
in such Residual Certificate at the time of the sale or exchange. In addition to
reporting the taxable income of the REMIC Pool, a Residual Certificateholder
will have taxable income to the extent that any cash distribution to it from the
REMIC Pool exceeds such adjusted basis on that Distribution Date. Such
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income will be treated as gain from the sale or exchange of the Residual
Certificate. It is possible that the termination of the REMIC Pool may be
treated as a sale or exchange of a Residual Certificateholder's Residual
Certificate, in which case, if the Residual Certificateholder has an adjusted
basis in such Residual Certificateholder's Residual Certificate remaining when
its interest in the REMIC Pool terminates, and if such Residual
Certificateholder holds such Residual Certificate as a capital asset under Code
Section 1221, then such Residual Certificateholder will recognize a capital
loss at that time in the amount of such remaining adjusted basis.
Any gain on the sale of a Residual Certificate will be treated as ordinary
income (i) if a Residual Certificate is held as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on the Residual Certificateholder's net investment in
the conversion transaction at 120% of the appropriate applicable Federal rate in
effect at the time the taxpayer entered into the transaction minus any amount
previously treated as ordinary income with respect to any prior disposition of
property that was held as a part of such transaction or (ii) in the case of a
non-corporate taxpayer, to the extent such taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary income rates. In addition, gain or loss recognized from the sale of a
Residual Certificate by certain banks or thrift institutions will be treated as
ordinary income or loss pursuant to Code Section 582(c).
The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of Code
Section 1091 will apply to dispositions of Residual Certificates where the
seller of the Residual Certificate, during the period beginning six months
before the sale or disposition of the Residual Certificate and ending six
months after such sale or disposition, acquires (or enters into any other
transaction that results in the application of Section 1091) any residual
interest in any REMIC or any interest in a "taxable mortgage pool" (such as a
non-REMIC owner trust) that is economically comparable to a Residual
Certificate.
Mark to Market Regulations
Prospective purchasers of the Residual Certificates should also be aware
that IRS has promulgated final regulations (the "Mark to Market Regulations")
under Code Section 475 relating to the requirement that a securities dealer mark
to market securities held for sale to customers. The Mark to Market Regulations
provide that a Residual Certificate is not treated as a security and thus may
not be marked to market. The Mark to Market Regulations apply to all Residual
Certificates acquired on or after January 4, 1995.
TAXES THAT MAY BE IMPOSED ON THE REMIC POOL
Prohibited Transactions
Income from certain transactions by the REMIC Pool, called prohibited
transactions, will not be part of the calculation of income or loss includible
in the federal income tax returns of Residual Certificateholders, but rather
will be taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions
generally include (i) the disposition of a qualified mortgage other than for (a)
substitution within two years of the Startup Day for a defective (including a
defaulted) obligation (or repurchase in lieu of substitution of a defective
(including a defaulted) obligation at any time) or for any qualified mortgage
within three months of the Startup Day, (b) foreclosure, default or imminent
default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC Pool
or (d) a qualified (complete) liquidation, (ii) the receipt of income from
assets that are not the type of mortgages or investments that the REMIC Pool is
permitted to hold, (iii) the receipt of compensation for services or (iv) the
receipt of gain from disposition of cash flow investments other than pursuant to
a qualified liquidation. Notwithstanding (i) and (iv), it is not a prohibited
transaction to sell REMIC Pool property to prevent a default on REMIC Regular
Certificates as a result of a default on qualified mortgages or to facilitate a
clean-up call (generally, an optional termination to save administrative costs
when no more than a small percentage of the Certificates is outstanding). The
REMIC Regulations indicate that the modification of a Mortgage
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Loan generally will not be treated as a disposition if it is occasioned by a
default or reasonably foreseeable default, an assumption of the Mortgage Loan,
the waiver of a due-on-sale or due-on-encumbrance clause or the conversion of
an interest rate by a mortgagor pursuant to the terms of a convertible
adjustable rate Mortgage Loan.
Contributions to the REMIC Pool After the Startup Day
In general, the REMIC Pool will be subject to a tax at a 100% rate on the
value of any property contributed to the REMIC Pool after the Startup Day.
Exceptions are provided for cash contributions to the REMIC Pool (i) during the
three months following the Startup Day, (ii) made to a qualified reserve fund by
a Residual Certificateholder, (iii) in the nature of a guarantee, (iv) made to
facilitate a qualified liquidation or clean-up call and (v) as otherwise
permitted in Treasury regulations yet to be issued.
Net Income from Foreclosure Property
The REMIC Pool will be subject to federal income tax at the highest
corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts. Generally,
property acquired by deed in lieu of foreclosure would be treated as
"foreclosure property" for a period not exceeding the close of the third
calendar year beginning after the year in which the REMIC Pool acquired such
property, with a possible extension. Net income from foreclosure property
generally means gain from the sale of a foreclosure property that is inventory
property and gross income from foreclosure property other than qualifying rents
and other qualifying income for a real estate investment trust.
It is not anticipated that the REMIC Pool will receive income or
contributions subject to tax under the preceding three paragraphs, except as
described in the applicable Prospectus Supplement with respect to net income
from foreclosure property on a commercial or multifamily residential property
that secured a Mortgage Loan. In addition, unless otherwise disclosed in the
applicable Prospectus Supplement, it is not anticipated that any material state
income or franchise tax will be imposed on a REMIC Pool.
Liquidation of the REMIC Pool
If a REMIC Pool adopts a plan of complete liquidation, within the meaning
of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in
the REMIC Pool's final tax return a date on which such adoption is deemed to
occur, and sells all of its assets (other than cash) within a 90-day period
beginning on the date of the adoption of the plan of liquidation, the REMIC Pool
will not be subject to the prohibited transaction rules on the sale of its
assets, provided that the REMIC Pool credits or distributes in liquidation all
of the sale proceeds plus its cash (other than amounts retained to meet claims)
to holders of REMIC Regular Certificates and Residual Certificateholders within
the 90-day period.
ADMINISTRATIVE MATTERS
The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes in
a manner similar to a partnership. The form for such income tax return is Form
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return. The
Trustee will be required to sign the REMIC Pool's returns. Treasury regulations
provide that, except where there is a single Residual Certificateholder for an
entire taxable year, the REMIC Pool will be subject to the procedural and
administrative rules of the Code applicable to partnerships, including the
determination by the IRS of any adjustments to, among other things, items of
REMIC income, gain, loss, deduction or credit in a unified administrative
proceeding. The Residual Certificateholder owning the largest percentage
interest in the Residual Certificates will be obligated to act as "tax matters
person," as defined in applicable Treasury regulations, with respect to the
REMIC Pool. Each Residual Certificateholder will be deemed, by acceptance of
such Residual Certificates, to have agreed (i) to the appointment of the tax
matters person as provided in the preceding sentence and (ii) to the irrevocable
designation of the Master Servicer as agent for performing the functions of the
tax matters person.
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LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES
An investor who is an individual, estate or trust will be subject to
limitation with respect to certain itemized deductions described in Code Section
67, to the extent that such itemized deductions, in the aggregate, do not exceed
2% of the investor's adjusted gross income. In addition, Code Section 68
provides that itemized deductions otherwise allowable for a taxable year of an
individual taxpayer will be reduced by the lesser of (i) 3% of the excess, if
any, of adjusted gross income over $100,000 ($50,000 in the case of a married
individual filing a separate return) (subject to adjustments for post-1991
inflation) or (ii) 80% of the amount of itemized deductions otherwise allowable
for such year. In the case of a REMIC Pool, such deductions may include
deductions under Code Section 212 for the Servicer Fee and all administrative
and other expenses relating to the REMIC Pool, any similar fees paid to the
issuer or guarantor of the Agency Certificates or the private mortgage-backed
securities or Installment Contracts, or any similar expenses allocated to the
REMIC Pool with respect to a regular interest it holds in another REMIC. Such
investors who hold REMIC Certificates either directly or indirectly through
certain pass-through entities may have their pro rata share of such expenses
allocated to them as additional gross income, but may be subject to such
limitation on deductions. In addition, such expenses are not deductible at all
for purposes of computing the alternative minimum tax, and may cause such
investors to be subject to significant additional tax liability. Temporary
Treasury regulations provide that the additional gross income and corresponding
amount of expenses generally are to be allocated entirely to the holders of
Residual Certificates in the case of a REMIC Pool that would not qualify as a
fixed investment trust in the absence of a REMIC election. However, such
additional gross income and limitation on deductions will apply to the allocable
portion of such expenses to holders of REMIC Regular Certificates, as well as
holders of Residual Certificates, where such REMIC Regular Certificates are
issued in a manner that is similar to pass-through certificates in a fixed
investment trust. In general, such allocable portion will be determined based on
the ratio that a REMIC Certificateholder's income, determined on a daily basis,
bears to the income of all holders of REMIC Regular Certificates and Residual
Certificates with respect to a REMIC Pool. As a result, individuals, estates or
trusts holding REMIC Certificates (either directly or indirectly through a
grantor trust, partnership, S corporation, REMIC, or certain other pass-through
entities described in the foregoing temporary Treasury regulations) may have
taxable income in excess of the interest income at the pass-through rate on
REMIC Regular Certificates that are issued in a single Class or otherwise
consistently with fixed investment trust status or in excess of cash
distributions for the related period on Residual Certificates. Unless otherwise
indicated in the applicable Prospectus Supplement, all such expenses will be
allocable to the Residual Certificates.
TAXATION OF CERTAIN FOREIGN INVESTORS
REMIC Regular Certificates
Interest, including original issue discount, distributable to Regular
Certificateholders who are non-resident aliens, foreign corporations, or other
Non-U.S. Persons (as defined below), will be considered "portfolio interest"
and, therefore, generally will not be subject to 30% United States withholding
tax, provided that such Non-U.S. Person (i) is not a "10-percent shareholder"
within the meaning of Code Section 871(h)(3)(B) or a controlled foreign
corporation described in Code Section 881(c)(3)(C) and (ii) provides the
Trustee, or the person who would otherwise be required to withhold tax from such
distributions under Code Section 1441 or 1442, with an appropriate statement,
signed under penalties of perjury, identifying the beneficial owner and stating,
among other things, that the beneficial owner of the REMIC Regular Certificate
is a Non-U.S. Person. If such statement, or any other required statement, is not
provided, 30% withholding will apply unless reduced or eliminated pursuant to an
applicable tax treaty or unless the interest on the REMIC Regular Certificate is
effectively connected with the conduct of a trade or business within the United
States by such Non-U.S. Person. In the latter case, such Non-U.S. Person will be
subject to United States federal income tax at regular rates. Prepayment
premiums distributable to Regular Certificateholders who are Non-U.S. Persons
may be subject to 30% United States withholding tax. Investors who are Non-U.S.
Persons should consult their own tax advisors regarding the specific tax
consequences to them of owning a REMIC Regular Certificate. The term "Non-U.S.
Person" means any person who is not a U.S. Person.
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The IRS recently issued final regulations (the "New Regulations") which
would provide alternative methods of satisfying the beneficial ownership
certification requirement described above. The New Regulations are effective
January 1, 2001. Current withholding certificates remain valid until the earlier
of December 31, 2000 or the due date of expiration of the certificate under the
rules as currently in effect. The New Regulations will require, in the case of
Offered Certificates held by a foreign partnership, that (x) the certification
described above be provided by the partners rather than by the foreign
partnership and (y) the partnership provide certain information, including a
United States taxpayer identification number. A look-through rule will apply in
the case of tiered partnerships. Non-U.S. Persons should consult their own tax
advisors concerning the application of the certification requirements in the New
Regulations.
Residual Certificates
The Conference Committee Report to the 1986 Act indicates that amounts paid
to Residual Certificateholders who are Non-U.S. Persons are treated as interest
for purposes of the 30% (or lower treaty rate) United States withholding tax.
Treasury regulations provide that amounts distributed to Residual
Certificateholders may qualify as "portfolio interest," subject to the
conditions described in "--REMIC Regular Certificates" above, but only to the
extent that (i) the Mortgage Loans (including mortgage loans underlying MBS)
were issued after July 18, 1984 and (ii) the Trust Fund or segregated pool of
assets therein (as to which a separate REMIC election will be made), to which
the Residual Certificate relates, consists of obligations issued in "registered
form" within the meaning of Code Section 163(f)(1). Generally, whole mortgage
loans will not be, but MBS and regular interests in another REMIC Pool will be,
considered obligations issued in registered form. Furthermore, a Residual
Certificateholder will not be entitled to any exemption from the 30% withholding
tax (or lower treaty rate) to the extent of that portion of REMIC taxable income
that constitutes an "excess inclusion." See "Taxation of Residual
Certificates--Limitations on Offset or Exemption of REMIC Income." If the
amounts paid to Residual Certificateholders who are Non-U.S. Persons are
effectively connected with the conduct of a trade or business within the United
States by such Non-U.S. Persons, 30% (or lower treaty rate) withholding will not
apply. Instead, the amounts paid to such Non-U.S. Persons will be subject to
United States federal income tax at regular rates. If 30% (or lower treaty rate)
withholding is applicable, such amounts generally will be taken into account for
purposes of withholding only when paid or otherwise distributed (or when the
Residual Certificate is disposed of) under rules similar to withholding upon
disposition of debt instruments that have original issue discount. See
"Tax-Related Restrictions on Transfer of Residual Certificates--Foreign
Investors" above concerning the disregard of certain transfers having "tax
avoidance potential." Investors who are Non-U.S. Persons should consult their
own tax advisors regarding the specific tax consequences to them of owning
Residual Certificates.
BACKUP WITHHOLDING
Distributions made on the REMIC Regular Certificates, and proceeds from the
sale of the REMIC Regular Certificates to or through certain brokers, may be
subject to a "backup" withholding tax under Code Section 3406 of 31% on
"reportable payments" (including interest distributions, original issue
discount, and, under certain circumstances, principal distributions) unless the
Regular Certificateholder complies with certain reporting and/or certification
procedures, including the provision of its taxpayer identification number to the
Trustee, its agent or the broker who effected the sale of the REMIC Regular
Certificate, or such Certificateholder is otherwise an exempt recipient under
applicable provisions of the Code. Any amounts to be withheld from distribution
on the REMIC Regular Certificates would be refunded by the IRS or allowed as a
credit against the Regular Certificateholder's federal income tax liability. The
New Regulations change certain of the rules relating to certain presumptions
currently available relating to information reporting and backup withholding.
Non-U.S. Persons are urged to contact their own tax advisors regarding the
application to them of backup withholding and information reporting.
REPORTING REQUIREMENTS
Reports of accrued interest, original issue discount and information
necessary to compute the accrual of any market discount on the REMIC Regular
Certificates will be made annually to the IRS and to
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individuals, estates, non-exempt and non-charitable trusts, and partnerships
who are either holders of record of REMIC Regular Certificates or beneficial
owners who own REMIC Regular Certificates through a broker or middleman as
nominee. All brokers, nominees and all other non-exempt holders of record of
REMIC Regular Certificates (including corporations, non-calendar year
taxpayers, securities or commodities dealers, real estate investment trusts,
investment companies, common trust funds, thrift institutions and charitable
trusts) may request such information for any calendar quarter by telephone or
in writing by contacting the person designated in IRS Publication 938 with
respect to a particular Series of REMIC Regular Certificates. Holders through
nominees must request such information from the nominee.
The IRS's Form 1066 has an accompanying Schedule Q, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.
Treasury regulations require that Schedule Q be furnished by the REMIC Pool to
each Residual Certificateholder by the end of the month following the close of
each calendar quarter (41 days after the end of a quarter under proposed
Treasury regulations) in which the REMIC Pool is in existence.
Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to Residual
Certificateholders, furnished annually, if applicable, to holders of REMIC
Regular Certificates, and filed annually with the IRS concerning Code Section 67
expenses (see "--Limitations on Deduction of Certain Expenses" above) allocable
to such holders. Furthermore, under such regulations, information must be
furnished quarterly to Residual Certificateholders, furnished annually to
holders of REMIC Regular Certificates, and filed annually with the IRS
concerning the percentage of the REMIC Pool's assets meeting the qualified asset
tests described above under "--Status of REMIC Certificates."
GRANTOR TRUST CERTIFICATES
STANDARD CERTIFICATES
General
In the event that no election is made to treat a Trust Fund (or a
segregated pool of assets therein) with respect to a Series of Certificates that
are not designated as "Stripped Certificates," as described below, as a REMIC
(Certificates of such a Series hereinafter referred to as "Standard
Certificates"), in the opinion of Brown & Wood LLP, Cadwalader, Wickersham &
Taft or Orrick, Herrington & Sutcliffe (as specified in the related Prospectus
Supplement), tax counsel to the Depositor, the Trust Fund will be classified as
a grantor trust under subpart E, part 1 of subchapter J of the Code and not as
an association taxable as a corporation or a "taxable mortgage pool" within the
meaning of Code Section 7701(i). Where there is no fixed retained yield with
respect to the Mortgage Loans underlying the Standard Certificates, the holder
of each such Standard Certificate (a "Standard Certificateholder") in such
Series will be treated as the owner of a pro rata undivided interest in the
ordinary income and corpus portions of the Trust Fund represented by its
Standard Certificate and will be considered the beneficial owner of a pro rata
undivided interest in each of the Mortgage Loans, subject to the discussion
below under "--Recharacterization of Servicing Fees." Accordingly, the holder of
a Standard Certificate of a particular Series will be required to report on its
federal income tax return its pro rata share of the entire income from the
Mortgage Loans represented by its Standard Certificate, including interest at
the coupon rate on such Mortgage Loans, original issue discount (if any),
prepayment fees, assumption fees, and late payment charges received by the
Master Servicer, in accordance with such Standard Certificateholder's method of
accounting. A Standard Certificateholder generally will be able to deduct its
share of the Servicing Fee and all administrative and other expenses of the
Trust Fund in accordance with its method of accounting, provided that such
amounts are reasonable compensation for services rendered to that Trust Fund.
However, investors who are individuals, estates or trusts who own Standard
Certificates, either directly or indirectly through certain pass-through
entities, will be subject to limitation with respect to certain itemized
deductions described in Code Section 67, including deductions under Code Section
212 for the Servicing Fee and all such administrative and other expenses of the
Trust Fund, to the extent that such deductions, in the aggregate, do not exceed
two percent of an investor's adjusted gross income. In
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addition, Code Section 68 provides that itemized deductions otherwise allowable
for a taxable year of an individual taxpayer will be reduced by the lesser of
(i) 3% of the excess, if any, of adjusted gross income over $100,000 ($50,000
in the case of a married individual filing a separate return) (subject to
adjustments for post-1991 inflation), or (ii) 80% of the amount of itemized
deductions otherwise allowable for such year. As a result, such investors
holding Standard Certificates, directly or indirectly through a pass-through
entity, may have aggregate taxable income in excess of the aggregate amount of
cash received on such Standard Certificates with respect to interest at the
pass-through rate on such Standard Certificates. In addition, such expenses are
not deductible at all for purposes of computing the alternative minimum tax,
and may cause such investors to be subject to significant additional tax
liability. Moreover, where there is fixed retained yield with respect to the
Mortgage Loans underlying a Series of Standard Certificates or where the
Servicing Fee is in excess of reasonable servicing compensation, the
transaction will be subject to the application of the "stripped bond" and
"stripped coupon" rules of the Code, as described below under "--Stripped
Certificates" and "--Recharacterization of Servicing Fees," respectively.
Tax Status
In the opinion of Brown & Wood LLP, Cadwalader, Wickersham & Taft or
Orrick, Herrington & Sutcliffe (as specified in the related Prospectus
Supplement), tax counsel to the Depositor, Standard Certificates will have the
following status for federal income tax purposes:
1. A Standard Certificate owned by a "domestic building and loan
association" within the meaning of Code Section 7701(a)(19) will be considered
to represent "loans secured by an interest in real property" within the meaning
of Code Section 7701(a)(19)(C)(v), provided that the real property securing the
Mortgage Loans represented by that Standard Certificate is of the type described
in such section of the Code.
2. A Standard Certificate owned by a real estate investment trust will be
considered to represent "real estate assets" within the meaning of Code Section
856(c)(4)(A) to the extent that the assets of the related Trust Fund consist of
qualified assets, and interest income on such assets will be considered
"interest on obligations secured by mortgages on real property" to such extent
within the meaning of Code Section 856(c)(3)(B).
3. A Standard Certificate owned by a REMIC will be considered to represent
an "obligation. . . which is principally secured by an interest in real
property" within the meaning of Code Section 860G(a)(3)(A) to the extent that
the assets of the related Trust Fund consist of "qualified mortgages" within
the meaning of Code Section 860G(a)(3).
4. A Certificate owned by a "financial asset securitization investment
trust" within the meaning of Code Section 860L(c) will be considered to
represent "permitted assets" within the meaning of Code Section 860L(c) to the
extent that the assets of the Trust Fund consist of "debt instruments" or other
permitted assets within the meaning of Code Section 860L(c).
Premium and Discount
Standard Certificateholders are advised to consult with their tax advisors
as to the federal income tax treatment of premium and discount arising either
upon initial acquisition of Standard Certificates or thereafter.
Premium. The treatment of premium incurred upon the purchase of a Standard
Certificate will be determined generally as described above under "REMIC
Certificates--Taxation of Residual Certificates--Premium."
Original Issue Discount. The original issue discount rules will be
applicable to a Standard Certificateholder's interest in those Mortgage Loans
as to which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount income are applicable
to mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate mortgagors (other than individuals) originated after July 1, 1982,
and mortgages of individuals originated after March 2, 1984. Under the OID
Regulations, such original issue discount could arise by the charging of points
by
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the originator of the mortgages in an amount greater than a statutory de
minimis exception, including a payment of points currently deductible by the
borrower under applicable Code provisions or, under certain circumstances, by
the presence of "teaser rates" on the Mortgage Loans.
Original issue discount must generally be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the
compounding of interest, in advance of the cash attributable to such income.
Unless indicated otherwise in the applicable Prospectus Supplement, no
prepayment assumption will be assumed for purposes of such accrual. However,
Code Section 1272 provides for a reduction in the amount of original issue
discount includible in the income of a holder of an obligation that acquires the
obligation after its initial issuance at a price greater than the sum of the
original issue price and the previously accrued original issue discount, less
prior payments of principal. Accordingly, if such Mortgage Loans acquired by a
Standard Certificateholder are purchased at a price equal to the then unpaid
principal amount of such Mortgage Loans, no original issue discount attributable
to the difference between the issue price and the original principal amount of
such Mortgage Loans (i.e., points) will be includible by such holder.
Market Discount. Standard Certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of those
sections are met. Market discount on the Mortgage Loans will be determined and
will be reported as ordinary income generally in the manner described above
under "REMIC Certificates--Taxation of REMIC Regular Certificates--Market
Discount," except that the ratable accrual methods described therein will not
apply. Rather, the holder will accrue market discount pro rata over the life of
the Mortgage Loans, unless the constant yield method is elected. Unless
indicated otherwise in the applicable Prospectus Supplement, no prepayment
assumption will be assumed for purposes of such accrual.
Recharacterization of Servicing Fees
If the Servicing Fee paid to the Master Servicer were deemed to exceed
reasonable servicing compensation, the amount of such excess would represent
neither income nor a deduction to Certificateholders. In this regard, there are
no authoritative guidelines for federal income tax purposes as to either the
maximum amount of servicing compensation that may be considered reasonable in
the context of this or similar transactions or whether, in the case of the
Standard Certificate, the reasonableness of servicing compensation should be
determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis
is appropriate, the likelihood that such amount would exceed reasonable
servicing compensation as to some of the Mortgage Loans would be increased. IRS
guidance indicates that a servicing fee in excess of reasonable compensation
("excess servicing") will cause the Mortgage Loans to be treated under the
"stripped bond" rules. Such guidance provides safe harbors for servicing deemed
to be reasonable and requires taxpayers to demonstrate that the value of
servicing fees in excess of such amounts is not greater than the value of the
services provided.
Accordingly, if the IRS's approach is upheld, a servicer who receives a
servicing fee in excess of such amounts would be viewed as retaining an
ownership interest in a portion of the interest payments on the Mortgage Loans.
Under the rules of Code Section 1286, the separation of ownership of the right
to receive some or all of the interest payments on an obligation from the right
to receive some or all of the principal payments on the obligation would result
in treatment of such Mortgage Loans as "stripped coupons" and "stripped bonds."
Subject to the de minimis rule discussed below under "--Stripped Certificates,"
each stripped bond or stripped coupon could be considered for this purpose as a
non-interest bearing obligation issued on the date of issue of the Standard
Certificates, and the original issue discount rules of the Code would apply to
the holder thereof. While Standard Certificateholders would still be treated as
owners of beneficial interests in a grantor trust for federal income tax
purposes, the corpus of such trust could be viewed as excluding the portion of
the Mortgage Loans the ownership of which is attributed to the Master Servicer,
or as including such portion as a second class of equitable interest. Applicable
Treasury regulations treat such an arrangement as a fixed investment trust,
since the multiple classes of trust interests should be treated as merely
facilitating direct investments in the trust assets and the existence of
multiple classes of ownership interests is incidental to that purpose. In
general, such a
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recharacterization should not have any significant effect upon the timing or
amount of income reported by a Standard Certificateholder, except that the
income reported by a cash method holder may be slightly accelerated. See
"Stripped Certificates" below for a further description of the federal income
tax treatment of stripped bonds and stripped coupons.
Sale or Exchange of Standard Certificates
Upon sale or exchange of a Standard Certificate, a Standard
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its aggregate adjusted basis in the
Mortgage Loans and the other assets represented by the Standard Certificate. In
general, the aggregate adjusted basis will equal the Standard
Certificateholder's cost for the Standard Certificate, increased by the amount
of any income previously reported with respect to the Standard Certificate and
decreased by the amount of any losses previously reported with respect to the
Standard Certificate and the amount of any distributions received thereon.
Except as provided above with respect to market discount on any Mortgage Loans,
and except for certain financial institutions subject to the provisions of Code
Section 582(c), any such gain or loss would be capital gain or loss if the
Standard Certificate was held as a capital asset. However, gain on the sale of
a Standard Certificate will be treated as ordinary income (i) if a Standard
Certificate is held as part of a "conversion transaction" as defined in Code
Section 1258(c), up to the amount of interest that would have accrued on the
Standard Certificateholder's net investment in the conversion transaction at
120% of the appropriate applicable Federal rate in effect at the time the
taxpayer entered into the transaction minus any amount previously treated as
ordinary income with respect to any prior disposition of property that was held
as a part of such transaction or (ii) in the case of a non-corporate taxpayer,
to the extent such taxpayer has made an election under Code Section 163(d)(4)
to have net capital gains taxed as investment income at ordinary income rates.
Long-term capital gains of certain non-corporate taxpayers are subject to a
lower maximum tax rate (20%) than ordinary income or short-term capital gains
of such taxpayers (39.6%). The maximum tax rate for corporations is the same
with respect to both ordinary income and capital gains.
STRIPPED CERTIFICATES
General
Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership of
the right to receive some or all of the interest payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of this discussion,
Certificates that are subject to those rules will be referred to as "Stripped
Certificates".
The Certificates will be subject to those rules if (i) the Depositor or
any of its affiliates retains (for its own account or for purposes of resale),
in the form of fixed retained yield or otherwise, an ownership interest in a
portion of the payments on the Mortgage Loans, (ii) the Master Servicer is
treated as having an ownership interest in the Mortgage Loans to the extent it
is paid (or retains) servicing compensation in an amount greater than
reasonable consideration for servicing the Mortgage Loans (see "Standard
Certificates--Recharacterization of Servicing Fees" above) and (iii)
Certificates are issued in two or more classes or subclasses representing the
right to non-pro-rata percentages of the interest and principal payments on the
Mortgage Loans. Certificates that represent the same percentage of interest and
principal on the Mortgage loans will be treated as Standard Certificates,
notwithstanding that other Certificates of the same Series are treated as
Stripped Certificates.
In general, a holder of a Stripped Certificate will be considered to own
"stripped bonds" with respect to its pro rata share of all or a portion of the
principal payments on each Mortgage Loan and/or "stripped coupons" with respect
to its pro rata share of all or a portion of the interest payments on each
Mortgage Loan, including the Stripped Certificate's allocable share of the
servicing fees paid to the Master Servicer, to the extent that such fees
represent reasonable compensation for services rendered. See discussion above
under "Standard Certificates--Recharacterization of Servicing Fees." Although
not free from doubt, for purposes of reporting to Stripped Certificateholders,
the servicing fees will be allocated to the Stripped Certificates in proportion
to the respective entitlements to distributions of each class (or
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subclass) of Stripped Certificates for the related period or periods. The
holder of a Stripped Certificate generally will be entitled to a deduction each
year in respect of the servicing fees, as described above under "Standard
Certificates--General," subject to the limitation described therein.
Code Section 1286 treats a stripped bond or a stripped coupon as an
obligation issued on the date that such stripped interest is purchased.
Although the treatment of Stripped Certificates for federal income tax purposes
is not clear in certain respects at this time, particularly where such Stripped
Certificates are issued with respect to a Mortgage Pool containing
variable-rate Mortgage Loans, in the opinion of Brown & Wood LLP, Cadwalader,
Wickersham & Taft or Orrick, Herrington & Sutcliffe (as specified in the
related Prospectus Supplement), tax counsel to the Depositor, (i) the Trust
Fund will be treated as a grantor trust under subpart E, Part 1 of subchapter J
of the Code and not as an association taxable as a corporation or a "taxable
mortgage pool" within the meaning of Code Section 7701(i), and (ii) each
Stripped Certificate should be treated as a single installment obligation for
purposes of calculating original issue discount and gain or loss on
disposition. This treatment is based on the interrelationship of Code Section
1286, Code Sections 1272 through 1275, and the OID Regulations. While under
Code Section 1286 computations with respect to Stripped Certificates arguably
should be made in one of the ways described below under "Taxation of Stripped
Certificates--Possible Alternative Characterizations," the OID Regulations
state, in general, that two or more debt instruments issued by a single issuer
to a single investor in a single transaction should be treated as a single debt
instrument for original issue discount purposes. The Agreement for an
applicable Series will require that the Trustee make and report all
computations described below using this aggregate approach, unless substantial
legal authority requires otherwise.
Furthermore, Treasury regulations issued December 28, 1992 provide for the
treatment of a Stripped Certificate as a single debt instrument issued on the
date it is purchased for purposes of calculating any original issue discount.
In addition, under these regulations, a Stripped Certificate that represents a
right to payments of both interest and principal may be viewed either as issued
with original issue discount or market discount (as described below), at a de
minimis original issue discount, or, presumably, at a premium. This treatment
suggests that the interest component of such a Stripped Certificate would be
treated as qualified stated interest under the OID Regulations. Further, these
final regulations provide that the purchaser of such a Stripped Certificate
will be required to account for any discount as market discount rather than
original issue discount if either (i) the initial discount with respect to the
Stripped Certificate was treated as zero under the de minimis rule, or (ii) no
more than 100 basis points in excess of reasonable servicing is stripped off
the related Mortgage Loans. Any such market discount would be reportable as
described under "REMIC Certificates--Taxation of REMIC Regular
Certificates--Market Discount," without regard to the de minimis rule therein,
assuming that a prepayment assumption is employed in such computation.
Status of Stripped Certificates
No specific legal authority exists as to whether the character of the
Stripped Certificates, for federal income tax purposes, will be the same as
that of the Mortgage Loans. Although the issue is not free from doubt, in the
opinion of Brown & Wood LLP, Cadwalader, Wickersham & Taft or Orrick,
Herrington & Sutcliffe (as specified in the related Prospectus Supplement), tax
counsel to the Depositor, Stripped Certificates owned by applicable holders
should be considered to represent "real estate assets" within the meaning of
Code Section 856(c)(4)(A), "obligation[s] principally secured by an interest in
real property" within the meaning of Code Section 860G(a)(3)(A), and "loans
secured by an interest in real property" within the meaning of Code Section
7701(a)(19)(C)(v), and interest (including original issue discount) income
attributable to Stripped Certificates should be considered to represent
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B), provided that in each case the Mortgage
Loans and interest on such Mortgage Loans qualify for such treatment. Investors
should consult their own tax advisors as to such characterization.
Taxation of Stripped Certificates
Original Issue Discount. Except as described above under "General," each
Stripped Certificate will be considered to have been issued at an original
issue discount for federal income tax purposes. Original
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issue discount with respect to a Stripped Certificate must be included in
ordinary income as it accrues, in accordance with a constant interest method
that takes into account the compounding of interest, which may be prior to the
receipt of the cash attributable to such income. Based in part on the OID
Regulations and the amendments to the original issue discount sections of the
Code made by the 1986 Act, the amount of original issue discount required to be
included in the income of a holder of a Stripped Certificate (referred to in
this discussion as a "Stripped Certificateholder") in any taxable year likely
will be computed generally as described above under "REMIC
Certificates--Taxation of REMIC Regular Certificates--Original Issue Discount"
and "--Variable Rate REMIC Regular Certificates." However, with the apparent
exception of a Stripped Certificate issued with de minimis original issue
discount as described above under "General," the issue price of a Stripped
Certificate will be the purchase price paid by each holder thereof, and the
stated redemption price at maturity will include the aggregate amount of the
payments to be made on the Stripped Certificate to such Stripped
Certificateholder, other than payments of qualified stated interest. It is not
clear under current law whether such aggregate payments and the yield to
maturity should be computed using a prepayment assumption. Unless and until
required otherwise by applicable authority, its anticipated will use the
applicable initial Prepayment assumption for purposes of reporting to
investors.
If the Mortgage Loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Stripped Certificateholder's recognition of
original issue discount will be either accelerated or decelerated and the
amount of such original issue discount will be either increased or decreased
depending on the relative interests in principal and interest on each Mortgage
Loan represented by such Stripped Certificateholder's Stripped Certificate.
While the matter is not free from doubt, the holder of a Stripped Certificate
should be entitled in the year that it becomes certain (assuming no further
prepayments) that the holder will not recover a portion of its adjusted basis
in such Stripped Certificate to recognize an ordinary loss equal to such
portion of unrecoverable basis.
As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Certificates will not be
made if the Mortgage Loans are prepaid could lead to the interpretation that
such interest payments are "contingent" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of contingent
interest, are by their terms not applicable to prepayable securities such as
the Stripped Certificates. However, if final regulations dealing with
contingent interest with respect to the Stripped Certificates apply the same
principles as the OID Regulations, such regulations may lead to different
timing of income inclusion that would be the case under the OID Regulations.
Furthermore, application of such principles could lead to the characterization
of gain on the sale of contingent interest Stripped Certificates as ordinary
income. Investors should consult their tax advisors regarding the appropriate
tax treatment of Stripped Certificates.
Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped
Certificate prior to its maturity will result in gain or loss equal to the
difference, if any, between the amount received and the Stripped
Certificateholder's adjusted basis in such Stripped Certificate, as described
above under "REMIC Certificates--Taxation of REMIC Regular Certificates--Sale
or Exchange of REMIC Regular Certificates." To the extent that a subsequent
purchaser's purchase price is exceeded by the remaining payments on the
Stripped Certificates (other than qualified stated interest), such subsequent
purchaser will be required for federal income tax purposes to accrue and report
such excess as if it were original issue discount, if it exceeds the statutory
de minimis amount, in the manner described above. It is not clear for this
purpose whether, if use of prepayment assumption to accrue original issue
discount on a Stripped Certificate is appropriate, the assumed prepayment rate
that is to be used in the case of a Stripped Certificateholder other than an
original Stripped Certificateholder should be the Prepayment Assumption or a
new rate based on the circumstances at the date of subsequent purchase.
Purchase of More Than One Class of Stripped Certificates. Where an
investor purchases more than one class of Stripped Certificates, it is
currently unclear whether for federal income tax purposes such classes of
Stripped Certificates should be treated separately or aggregated for purposes
of the rules described above.
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Possible Alternative Characterizations. The characterizations of the
Stripped Certificates discussed above are not the only possible interpretations
of the applicable Code provisions. For example, the Stripped Certificateholder
may be treated as the owner of (i) one installment obligation consisting of
such Stripped Certificate's pro rata share of the payments attributable to
principal on each Mortgage Loan and a second installment obligation consisting
of such Stripped Certificate's pro rata share of the payments attributable to
interest on each Mortgage Loan, (ii) as many stripped bonds or stripped coupons
as there are scheduled payments of principal and/or interest on each Mortgage
Loan or (iii) a separate installment obligation for each Mortgage Loan,
representing the Stripped Certificate's pro rata share of payments of principal
and/or interest to be made with respect thereto. Alternatively, the holder of
one or more classes of Stripped Certificates may be treated as the owner of a
pro rata fractional undivided interest in each Mortgage Loan to the extent that
such Stripped Certificate, or classes of Stripped Certificates in the
aggregate, represent the same pro rata portion of principal and interest on
each such Mortgage Loan, and a stripped bond or stripped coupon (as the case
may be), treated as an installment obligation or contingent payment obligation,
as to the remainder. Final regulations issued on December 28, 1992 regarding
original issue discount on stripped obligations make the foregoing
interpretations less likely to be applicable. The preamble to those regulations
states that they are premised on the assumption that an aggregation approach is
appropriate for determining whether original issue discount on a stripped bond
or stripped coupon is de minimis, and solicits comments on appropriate rules
for aggregating stripped bonds and stripped coupons under Code Section 1286.
Because of these possible varying characterizations of Stripped
Certificates and the resultant differing treatment of income recognition,
Stripped Certificateholders are urged to consult their own tax advisors
regarding the proper treatment of Stripped Certificates for federal income tax
purposes.
REPORTING REQUIREMENTS AND BACKUP WITHHOLDING
The Trustee will furnish, within a reasonable time after the end of each
calendar year, to each Standard Certificateholder or Stripped Certificateholder
at any time during such year, such information (prepared on the basis described
above) as the Trustee deems to be necessary or desirable to enable such
Certificateholders to prepare their federal income tax returns. Such
information will include the amount of original issue discount accrued on
Certificates held by persons other than Certificateholders exempted from the
reporting requirements. The amounts required to be reported by the Trustee may
not be equal to the proper amount of original issue discount required to be
reported as taxable income by a Certificateholder, other than an original
Certificateholder that purchased at the issue price. In particular, in the case
of Stripped Certificates, unless provided otherwise in the applicable
Prospectus Supplement, such reporting will be based upon a representative
initial offering price of each class of Stripped Certificates. The Trustee will
also file such original issue discount information with the IRS. If a
Certificateholder fails to supply an accurate taxpayer identification number or
if the Secretary of the Treasury determines that a Certificateholder has not
reported all interest and dividend income required to be shown on his federal
income tax return, 31% backup withholding may be required in respect of any
reportable payments, as described above under "REMIC Certificates--Backup
Withholding."
TAXATION OF CERTAIN FOREIGN INVESTORS
To the extent that a Certificate evidences ownership in Mortgage Loans
that are issued on or before July 18, 1984, interest or original issue discount
paid by the person required to withhold tax under Code Section 1441 or 1442 to
nonresident aliens, foreign corporations, or other Non-U.S. Persons generally
will be subject to 30% United States withholding tax, or such lower rate as may
be provided for interest by an applicable tax treaty. Accrued original issue
discount recognized by the Standard Certificateholder or Stripped
Certificateholder on original issue discount recognized by the Standard
Certificateholder or Stripped Certificateholders on the sale or exchange of
such a Certificate also will be subject to federal income tax at the same rate.
Treasury regulations provide that interest or original issue discount paid
by the Trustee or other withholding agent to a Non-U.S. Person evidencing
ownership interest in Mortgage Loans issued after July 18, 1984 will be
"portfolio interest" and will be treated in the manner, and such persons will
be subject to the same certification requirements, described above under "REMIC
Certificates--Taxation of Certain Foreign Investors--REMIC Regular
Certificates."
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STATE TAX CONSIDERATIONS
In addition to the Federal income tax consequences described in "Certain
Federal Income Tax Consequences," potential investors should consider the state
income tax consequences of the acquisition, ownership, and disposition of the
Certificates. State income tax law may differ substantially from the
corresponding federal law, and this discussion does not purport to describe any
aspect of the income tax laws of any state. Therefore, potential investors
should consult their own tax advisers with respect to the various state tax
consequences of an investment in the Certificates.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain requirements on employee benefit plans subject to ERISA ("ERISA
Plans") and prohibits certain transactions between ERISA Plans and persons who
are parties in interest (as defined in ERISA) ("parties in interest") with
respect to assets of such Plans. Section 4975 of the Code prohibits a similar
set of transactions between certain plans ("Code Plans," and together with
ERISA Plans, "Plans") and persons who are disqualified persons (as defined in
the Code) (hereafter, also "parties in interest") with respect to Code Plans.
Certain employee benefit plans, such as governmental plans and church plans (if
no election has been made under Section 410(d) of the Code), are not subject to
the requirements of ERISA or Section 4975 of the Code, and assets of such plans
may be invested in Certificates, subject to the provisions of other applicable
federal and state law. Any such plan which is qualified under Section 401(a) of
the Code and exempt from taxation under Section 501(a) of the Code is, however,
subject to the prohibited transaction rules set forth in Section 503 of the
Code.
Investments by ERISA Plans are subject to ERISA's general fiduciary
requirements, including the requirement of investment prudence and
diversification and the requirement that investments be made in accordance with
the documents governing the ERISA Plan. Before investing in a Certificate, an
ERISA Plan fiduciary should consider, among other factors, whether to do so is
appropriate in view of the overall investment policy and liquidity needs of the
ERISA Plan. Such fiduciary should especially consider the sensitivity of the
investments to the rate of principal payments (including prepayments) on the
Mortgage Loans, as discussed in the Prospectus Supplement related to a Series.
Based on the holding of the United States Supreme Court in John Hancock
Mutual Life Ins. Co. v. Harris Trust and Savings Bank, 510 U.S. 86 (1993), the
assets of Plan may include assets held in the general account of an insurance
company. Before investing in a Certificate, an insurance company should
consider the effects of such holding on an investment of its general accounts
and the potential applicability of ERISA and Section 4975 of the Code.
PROHIBITED TRANSACTIONS
Section 406 of ERISA and Section 4975 of the Code prohibit parties in
interest with respect to ERISA Plans and Code Plans from engaging in certain
transactions involving such Plans or "plan assets" of such Plans unless a
statutory or administrative exemption applies to the transaction. Section 4975
of the Code and Sections 502(i) and 502(l) of ERISA provide for the imposition
of certain excise taxes and civil penalties on certain persons that engage or
participate in such prohibited transactions. The Depositor, the Master
Servicer, any Special Servicer or the Trustee or certain affiliates thereof may
be considered or may become parties in interest with respect to an investing
Plan. If so, the acquisition or holding of Certificates by, on behalf of or
with "plan assets" of such Plan may be considered to give rise to a "prohibited
transaction" within the meaning of ERISA and/or the Section 4975 of Code unless
an administrative exemption described below or some other exemption is
available.
Special caution should be exercised before "plan assets" of a Plan are
used to purchase a Certificate if, with respect to such assets, the Depositor,
the Master Servicer, any Special Servicer or the Trustee or an affiliate
thereof either (a) has investment discretion with respect to the investment of
such assets, or (b) has authority or responsibility to give, or regularly gives
investment advice with respect to such assets for a fee and pursuant to an
agreement or understanding that such advice will serve as a primary basis for
investment decisions with respect to such assets and that such advice will be
based on the particular investment needs of the Plan.
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Further, if the assets included in a Trust Fund were deemed to constitute
"plan assets," a Plan's investment in the Certificates may be deemed to
constitute a delegation, under ERISA, of the duty to manage plan assets by the
fiduciary deciding to invest in the Certificates, and certain transactions
involved in the operation of the Trust Fund may be deemed to constitute
prohibited transactions under ERISA and/or Section 4975 of the Code. Neither
ERISA nor Section 4975 of the Code defines the term "plan assets."
The United States Department of Labor (the "Department") has issued
regulations (the "Regulations") concerning whether or not a Plan's assets would
be deemed to include an interest in the underlying assets of an entity (such as
the Trust Fund), for purposes of the reporting and disclosure and general
fiduciary responsibility provisions of ERISA and the prohibited transaction
provisions of ERISA and Section 4975 of the Code, if the Plan acquires an
"equity interest" (such as a Certificate) in such an entity.
Certain exceptions are provided in the Regulations whereby an investing
Plan's assets would be deemed merely to include its interest in the
Certificates instead of being deemed to include an interest in the assets of
the Trust Fund. However, it cannot be predicted in advance, nor can there be a
continuing assurance whether such exceptions may be met, because of the factual
nature of certain of the rules set forth in the Regulations. For example, one
of the exceptions in the Regulations states that the underlying assets of an
entity will not be considered "plan assets" if less than 25% of the value of
each class of equity interests is held by "benefit plan investors," which are
defined as ERISA Plans, Code Plans, and employee benefit plans not subject to
ERISA (for example, governmental plans), but this exemption is tested
immediately after each acquisition of an equity interest in the entity whether
upon initial issuance or in the secondary market.
Pursuant to the Regulations, if the assets of the Trust Fund were deemed
to be "plan assets" by reason of the investment of assets of a Plan in any
Certificates, the "plan assets" of such Plan would include an undivided
interest in the Mortgage Loans, the mortgages underlying the Mortgage Loans and
any other assets held in the Trust Fund. Therefore, because the Mortgage Loans
and other assets held in the Trust Fund may be deemed to be "plan assets" of
each Plan that purchases Certificates, in the absence of an exemption, the
purchase, sale or holding of Certificates of any Series or Class by or with
"plan assets" of a Plan may result in a prohibited transaction and the
imposition of civil penalties or excise taxes.
Depending on the relevant facts and circumstances, certain prohibited
transaction exemptions may apply to the purchase, sale or holding of
Certificates of any Series or Class by a Plan, for example, Prohibited
Transaction Class Exemption ("PTCE") 96-23, which exempts certain transactions
effected on behalf of a plan by an "in-house asset manager"; PTCE 95-60, which
exempts certain transactions with insurance company general accounts; PTCE
91-38 (formerly PTCE 80-51), which exempts certain transactions between bank
collective investment funds and parties in interest; PTCE 90-1 (formerly PTCE
78-19), which exempts certain transactions between insurance company pooled
separate accounts and parties in interest; or PTCE 84-14, which exempts certain
transactions effected on behalf of a plan by a "qualified professional asset
manager." Also, the Department has issued administrative exemptions from
application of certain prohibited transaction restrictions of ERISA and Section
4975 of the Code to most underwriters of mortgage-backed securities (each, an
"Underwriter's Exemption"). Such an Underwriter's Exemption can only apply to
mortgage-backed securities which, among other conditions, are sold in an
offering with respect to which such underwriter serves as the sole or a
managing underwriter, or as a selling or placement agent. If such an
Underwriter's Exemption might be applicable to a Series of Certificates, the
related Prospectus Supplement will refer to such possibility.
Any fiduciary or other Plan investor (which could include an insurance
company investing general accounts assets) who proposes to invest "plan assets"
of a Plan in Certificates of any Series or Class should consult with its
counsel with respect to the potential consequences under ERISA and Section 4975
of the Code of any such acquisition and ownership of such Certificates.
UNRELATED BUSINESS TAXABLE INCOME--RESIDUAL INTERESTS
The purchase of a Certificate evidencing an interest in the Residual
Interest in a Series that is treated as a REMIC by any employee benefit or
other plan that is exempt from taxation under Code
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Section 501(a), including most varieties of Plans, may give rise to "unrelated
business taxable income" as described in Code Sections 511-515 and 860E.
Further, prior to the purchase of an interest in a Residual Interest, a
prospective transferee may be required to provide an affidavit to a transferor
that it is not, nor is it purchasing an interest in a Residual Interest on
behalf of, a "Disqualified Organization," which term as defined above includes
certain tax-exempt entities not subject to Code Section 511, such as certain
governmental plans, as discussed above under "Certain Federal Income Tax
Consequences--Taxation Residual Certificates--Limitations on Offset or
Exemption of REMIC Income" and "--Tax-Related Restrictions on Transfer of
Residual Certificates."
Due to the complexity of these rules and the penalties imposed upon
Persons involved in prohibited transactions, it is particularly important that
individuals responsible for investment decisions with respect to Plans consult
with their counsel regarding the consequences under ERISA and/or Section 4975
of the Code of their acquisitions and ownership of Certificates.
The sale of Certificates to a Plan is in no respect a representation by
the Depositor or the applicable underwriter that such investment meets all
relevant legal requirements with respect to investments by Plans generally or
any particular Plan, or that such investment is appropriate for Plans generally
or any particular Plan.
LEGAL INVESTMENT
The Prospectus Supplement for each Series will identify those Classes of
Certificates, if any, which constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984 (the
"Enhancement Act").
Such Classes will constitute "mortgage related securities" for so long as
they (i) are rated in one of the two highest rating categories by at least one
nationally recognized statistical rating organization and (ii) are part of a
Series evidencing interests in a trust fund consisting of loans originated by
certain types of originators as specified in the Enhancement Act (the "SMMEA
Certificates"). As "mortgage related securities," the SMMEA Certificates will
constitute legal investments for persons, trusts, corporations, partnerships,
associations, business trusts and business entities (including, but not limited
to, state-chartered savings banks, commercial banks, savings and loan
associations and insurance companies, as well as trustees and state government
employee retirement systems) created pursuant to or existing under the laws of
the United States or of any state (including the District of Columbia and
Puerto Rico) whose authorized investments are subject to state regulation to
the same extent that, under applicable law, obligations issued by or guaranteed
as to principal and interest by the United States or any agency or
instrumentality thereof constitute legal investments for such entities.
Pursuant to the Enhancement Act, a number of states enacted legislation, on or
before the October 3, 1991 cutoff for such enactments, limiting to varying
extents the ability of certain entities (in particular, insurance companies) to
invest in mortgage related securities, in most cases by requiring the affected
investors to rely solely upon existing state law, and not the Enhancement Act.
Pursuant to Section 347 of the Riegle Community Development and Regulatory
Improvement Act of 1994, which amended the definition of "mortgage related
security" to include, in relevant part, certificates satisfying the rating and
qualified originator requirements for "mortgage related securities," but
evidencing interests in a trust fund consisting, in whole or in part, of first
liens on one or more parcels of real estate upon which are located one or more
commercial structures, states were authorized to enact legislation, on or
before September 23, 2001, specifically referring to Section 347 and
prohibiting or restricting the purchase, holding or investment by
state-regulated entities in such types of certificates. Accordingly, the
investors affected by such legislation when and if enacted, will be authorized
to invest in SMMEA Certificates only to the extent provided in such
legislation.
The Enhancement Act also amended the legal investment authority of
federally chartered depository institutions as follows: federal savings and
loan associations and federal savings banks may invest in, sell or otherwise
deal with, mortgage related securities without limitation as to the percentage
of their assets represented thereby, federal credit unions may invest in
mortgage related securities, and national banks may purchase mortgage related
securities for their own account without regard to the limitations generally
applicable to investment securities set forth in 12 U.S.C. Section 24
(Seventh), subject in each case to such regulations as the applicable federal
regulatory authority may prescribe. In this connection,
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effective December 31, 1996, the Office of the Comptroller of the Currency (the
"OCC") has amended 12 C.F.R. part 1 to authorize national banks to purchase and
sell for their own account, without limitation as to a percentage of any such
bank's capital and surplus (but subject to compliance with certain general
standards concerning "safety and soundness" and retention of credit information
in 12 C.F.R. Section 1.5), certain "Type IV securities," defined in 12 C.F.R.
Section 1.2(l) to include certain "commercial mortgage-related securities" and
"residential mortgage-related securities." As so defined, "commercial
mortgage-related security" and "residential mortgage-related security" mean, in
relevant part, "mortgage related security" within the meaning of the
Enhancement Act, provided that, in the case of a "commercial mortgage-related
security," it "represents ownership of a promissory note or certificate of
interest or participation that is directly secured by a first lien on one or
more parcels of real estate upon which one or more commercial structures are
located and that is fully secured by interests in a pool of loans to numerous
obligors." In the absence of any rule or administrative interpretation by the
OCC defining the term "numerous obligors," no representation is made as to
whether any Class of Certificates will qualify as "commercial mortgaged-related
securities," and thus as "Type IV securities," for investment by national
banks. Federal credit unions should review the NCUA Letter to Credit Unions No.
96, as modified by Letter to Credit Unions No. 108, which includes guidelines
to assist federal credit unions in making investment decisions for mortgage
related securities. The NCUA has adopted rules, codified as 12 C.F.R. Section
703.5(f) through (k), which prohibit federal credit unions from investing in
certain mortgage related securities (including securities such as certain
Series, Classes or subclasses of Certificates), except under limited
circumstances.
All depository institutions considering an investment in the Certificates
should review the Supervisory Policy Statement on Securities Activities dated
January 28, 1992, as revised April 15, 1994 (the "Policy Statement") of the
Federal Financial Institutions Examination Council. The Policy Statement, which
has been adopted by the Board of Governors of the Federal Reserve System, the
FDIC, the Comptroller of the Currency and the Office of Thrift Supervision and
by the NCUA (with certain modifications) prohibits depository institutions from
investing in certain "high-risk" mortgage securities (including securities such
as certain Series, Classes or subclasses of Certificates), except under limited
circumstances, and sets forth certain investment practices deemed to be
unsuitable for regulated institutions.
Institutions whose investment activities are subject to regulation by
federal or state authorities should review rules, policies and guidelines
adopted from time to time by such authorities before purchasing any SMMEA
Certificates, as SMMEA Certificates may be deemed unsuitable investments, or
may otherwise be restricted, under such rules, policies or guidelines (in
certain instances irrespective of the Enhancement Act).
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions
which may restrict or prohibit investment in securities which are not "interest
bearing" or "income-paying," and provisions which may restrict or prohibit
investments in securities which are issued in book-entry form.
Investors should consult with their own legal advisers in determining
whether, and to what extent, SMMEA Certificates constitute legal investments
for such investors.
Other Classes of Certificates will not constitute "mortgage related
securities" under the Enhancement Act (the "Non-SMMEA Certificates"). The
appropriate characterization of the Non-SMMEA Certificates under various legal
investment restrictions, and thus the ability of investors subject to these
restrictions to purchase Non-SMMEA Certificates, may be subject to significant
interpretive uncertainties. All investors whose investment authority is subject
to legal restrictions should consult their own legal advisers to determine
whether, and to what extent, the Non-SMMEA Certificates will constitute legal
investments for them.
Except as to the status of SMMEA Certificates identified in the Prospectus
Supplement for a Series as "mortgage related securities" under the Enhancement
Act, the Depositor will make no representation as to the proper
characterization of the Certificates for legal investment or financial
institution regulatory
73
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purposes, or as to the ability of particular investors to purchase Certificates
under applicable legal investment restrictions. The uncertainties described
above (and any unfavorable future determinations concerning legal investment or
financial institution regulatory characteristics of the Certificates) may
adversely affect the liquidity of the Certificates.
PLAN OF DISTRIBUTION
Each Series of Certificates offered hereby and by means of the related
Prospectus Supplements may be sold directly by the Depositor or may be offered
through Credit Suisse First Boston Corporation, an affiliate of the Depositor,
or underwriting syndicates represented by Credit Suisse First Boston
Corporation (the "Underwriters"). The Prospectus Supplement with respect to
each such Series of Certificates will set forth the terms of the offering of
such Series of Certificates, including the name or names of the Underwriters,
the proceeds to the Depositor, and either the initial public offering price,
the discounts and commissions to the Underwriters and any discounts or
concessions allowed or reallowed to certain dealers, or the method by which the
price at which the Underwriters will sell such Certificates will be determined.
Unless otherwise specified in the related Prospectus Supplement, the
Underwriters will be obligated to purchase all of the Certificates of a Series
described in the related Prospectus Supplement with respect to such Series if
any such Certificates are purchased. The Certificates may be acquired by the
Underwriters for their own account and may be resold from time to time in one
or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale.
If specified in the applicable Prospectus Supplement, the Depositor will
authorize Underwriters or other persons acting as the Depositor's agents to
solicit offers by certain institutions to purchase the Certificates from the
Depositor pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Depositor. The obligation of any purchaser
under any such contract will be subject to the condition that the purchase of
the offered Certificates shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which such purchaser is subject. The
Underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
The Depositor may also sell the Certificates offered hereby by means of
the related Prospectus Supplements from time to time in negotiated transactions
or otherwise, at prices determined at the time of sale. The Depositor may
effect such transactions by selling Certificates to or through dealers, and
such dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Depositor and any purchasers of
Certificates for whom they may act as agents.
The place and time of delivery for each Series of Certificates offered
hereby and by means of the related Prospectus Supplement will be set forth in
the Prospectus Supplement with respect to such Series.
LEGAL MATTERS
Certain legal matters relating to the Certificates offered hereby will be
passed upon for the Depositor and for the Underwriters by Brown & Wood LLP, One
World Trade Center, New York, New York 10048; Cadwalader, Wickersham & Taft,
100 Maiden Lane, New York, New York 10038; or Orrick, Herrington & Sutcliffe
LLP, 666 Fifth Avenue, New York, New York 10103-0001, as specified in the
related Prospectus Supplement.
74
<PAGE>
INDEX OF DEFINED TERMS
<TABLE>
<CAPTION>
<S> <C>
1
1986 Act ..................................... 46
A
Accrual Certificates ......................... 4
Act .......................................... 1
ADA .......................................... 41
Agreement .................................... 10
B
Balloon Mortgage Loans ....................... 6
Bankruptcy Code .............................. 32, 35
Borrower ..................................... 16
borrower ..................................... 29
C
CERCLA ....................................... 8, 33
Certificateholder ............................ 43
Certificateholders ........................... 11
Certificates ................................. Cover
Closing Date ................................. 17
Code ......................................... 14, 43
Code Plans ................................... 70
Collection Account ........................... 11
commercial mortgage-related security ......... 73
Commission ................................... 1
Covered Trust ................................ 7
Crime Control Act ............................ 41
CSFBMC ....................................... 9
Cut-Off Date ................................. 11
D
defective obligation ......................... 45
Deleted Mortgage Loans ....................... 20
Department ................................... 71
Depositor .................................... Cover
Distribution Account ......................... 11
Distribution Date ............................ 11
DTC .......................................... 9
E
electing large partnership ................... 57
Enhancement .................................. 26
Enhancement Act .............................. 72
ERISA ........................................ 70
ERISA Plans .................................. 70
Escrow Account ............................... 21
Event of Default ............................. 25
excess inclusion ............................. 55
excess servicing ............................. 65
F
FHA .......................................... 18
FHLMC ........................................ 10
FNMA ......................................... 10
</TABLE>
75
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Form 8-K ................................ 17
future advance .......................... 30
G
GNMA .................................... 10
H
holder .................................. 43
Holders ................................. 11
HUD ..................................... 18
I
Installment Contracts ................... 16
Insurance Proceeds ...................... 12
interest ................................ 51
IRS ..................................... 45
L
L/C Bank ................................ 27
L/C Percentage .......................... 27
lender .................................. 29
Liquidation Proceeds .................... 12
M
Mark to Market Regulations .............. 59
market discount ......................... 50
Master Servicer ......................... 21
Master Servicer Remittance Date ......... 12
MBS ..................................... Cover, 16
Mortgage Interest Rate .................. 20
Mortgage Loan File ...................... 17
Mortgage Loan Schedule .................. 17
Mortgage Pool ........................... Cover
Mortgaged Property ...................... 16
Mortgages ............................... 16
N
NCUA .................................... 39
New Regulations ......................... 62
noneconomic residual interest ........... 58
Non-SMMEA Certificates .................. 73
Non-U.S. Person ......................... 61
Note .................................... 16
O
OCC ..................................... 73
OID Regulations ......................... 46
P
parties in interest ..................... 70
Pass-Through Entity ..................... 57
Pass-Through Rate ....................... 1
Permitted Investments ................... 13
plan assets ............................. 70
Plans ................................... 70
Policy Statement ........................ 73
portfolio interest ...................... 61, 62
Prepayment Assumption ................... 47
Prepayment Premium ...................... 12
</TABLE>
76
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Property Protection Expenses .............. 12
PTCE ...................................... 71
R
Rating Agency ............................. 10
readily achievable ........................ 41
Registration Statement .................... 1
Regular Certificateholder ................. 46
Regulations ............................... 71
Relief Act ................................ 38
REMIC ..................................... Cover
REMIC Regulations ......................... 43
REO Account ............................... 12
REO Property .............................. 12
Reserve Fund .............................. 27
Residual Certificateholders ............... 53
RICO ...................................... 41
S
SBJPA of 1996 ............................. 44
Senior Certificates ....................... 26
Simple Interest Loans ..................... 16
single family residences .................. 45
SMMEA Certificates ........................ 72
Special Servicer .......................... 21
Specially Serviced Mortgage Loans ......... 21
Standard Certificateholder ................ 63
Standard Certificates ..................... 63
Startup Day ............................... 44
Stripped Certificateholder ................ 68
Stripped Certificates ..................... 63
Subordinate Certificates .................. 26
Substitute Mortgage Loans ................. 20
T
thrift institutions ....................... 56
Title VIII ................................ 39
Treasury .................................. 43
Trust Fund ................................ Cover, 10
Trustee ................................... 15
U
UCC ....................................... 40
Unaffiliated Seller ....................... 19
Underwriters .............................. 74
Underwriter's Exemption ................... 71
U.S. Person ............................... 58
V
Voting Rights ............................. 9
</TABLE>
[13 pictures of the various mortgaged properties were omitted.]
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This diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. The file "CSFB00C1.XLS" is a
Microsoft Excel(1), Version 5.0 spreadsheet. The file provides, in electronic
format, a worksheet consisting of certain loan level information shown in ANNEX
A of the Prospectus Supplement, and a worksheet consisting of the table
"Mortgage Notes" in the Prospectus Supplement.
Open the file as you would normally open any spreadsheet in Microsoft
Excel. After the file is opened, a securities law legend will be displayed.
READ THE LEGEND CAREFULLY. To view the ANNEX A data in the Microsoft Excel
file, open the worksheet labeled "Annex A." To view the "Mortgage Notes" data,
open the worksheet labeled "Mortgage Notes."
----------
(1) Microsoft Excel is a registered trademark of Microsoft Corporation.
